0001637459 khc:VenezuelanBsSonBancoCentraldeVenezuelaMarketPeriodEndSpotMember 2018-12-29



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 201728, 2019
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________


Commission File Number 001-37482
kraftheinzlogo48.jpg
The Kraft Heinz CompanyCompany
(Exact name of registrant as specified in its charter)


Delaware
46-2078182
(State or other jurisdiction of incorporation or organization) 
46-2078182
(I.R.S. Employer Identification No.)
One PPG Place,
Pittsburgh,Pennsylvania
15222
(Address of Principal Executive Offices) 
15222
(Zip Code)


Registrant’s telephone number, including area code: (412) (412) 456-5700


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of exchange on which registered
Common stock, $0.01 par valueKHCThe NASDAQNasdaq Stock Market LLC


Securities registered pursuant to sectionSection 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filerx
Accelerated filero 
Non-accelerated filero
(Do not check if a smaller reporting company)
Smaller reporting companyo
Emerging growth companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x


The aggregate market value of the shares of common stock held by non-affiliates of the registrant, computed by reference to the closing price of such stock as of the last business day of the registrant’s most recently completed second quarter, was $52$19 billion. As of February 10, 2018,8, 2020, there were 1,218,801,8901,221,399,549 shares of the registrant’s common stock outstanding.
Documents Incorporated by Reference
Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders expected to be held on April 23, 2018May 7, 2020 are incorporated by reference into Part III hereof.






The Kraft Heinz Company
Table of Contents




Unless the context otherwise requires, the terms “we,” “us,” “our,” “Kraft Heinz,” and the “Company” each refer to The Kraft Heinz Company.Company and all of its consolidated subsidiaries.






Forward-Looking Statements
This Annual Report on Form 10-K contains a number of forward-looking statements. Words such as “anticipate,” “reflect,” “invest,” “see,” “make,” “expect,” “give,” “deliver,” “drive,” “believe,” “improve,” “assess,” “reassess,” “remain,” “evaluate,” “grow,” “will,” “plan,” “intend,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our plans, segment changes, growth, taxes, cost savings, impacts of accounting standards and guidance, growth, legal matters, taxes, costs and cost savings, impairments, and dividends. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control.
Important factors that may affect our business and operations and that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, operating in a highly competitive industry; 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; changes in the retail landscape or the loss of key retail customers; changes in our relationships with significant customers, suppliers, and other business relationships; our ability to maintain, extend, and expand our reputation and brand image; the impacts of our international operations; our ability to leverage our brand value; our abilityvalue to predict, identify and interpret changes in consumer preferences and demand;compete against private label products; our ability to drive revenue growth in our key product categories, increase our market share, or add products; an impairment of the carrying value of goodwill or other indefinite-lived intangible assets; volatilityproducts that are in commodity, energyfaster-growing and other input costs; changes in our management team or other key personnel; our ability to realize the anticipated benefits from our cost savings initiatives; changes in relationships with significant customers and suppliers; the execution of our international expansion strategy; tax law changes or interpretations; legal claims or other regulatory enforcement actions;more profitable categories; product recalls or product liability claims; unanticipated business disruptions; our ability to identify, complete, or realize the benefits from potential and completedstrategic acquisitions, alliances, divestitures, joint ventures, or joint ventures;other investments; our ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes, and improve our competitiveness; our ability to successfully execute our strategic initiatives; the impacts of our international operations; economic and political conditions in the United States and in various other nations where we do business; changes in which we operate; the volatility of capital markets; increased pension, laborour management team or other key personnel and people-related expenses; volatility in the market value of allour ability to hire or retain key personnel or a portion of the derivatives we use; exchange rate fluctuations;highly skilled and diverse global workforce; risks associated with information technology and systems, including service interruptions, misappropriation of data, or breaches of security; our inability to protect intellectual property rights; impacts of natural events in the locations in which we or our customers, suppliers, distributors, or regulators operate; our ownership structure; our indebtedness and ability to pay such indebtedness;indebtedness, as well as our ownership structure;ability to comply with covenants under our debt instruments; additional impairments of the carrying amounts of goodwill or other indefinite-lived intangible assets; foreign exchange rate fluctuations; volatility in commodity, energy, and other input costs; volatility in the market value of all or a portion of the commodity derivatives we use; increased pension, labor and people-related expenses; compliance with laws, regulations, and related interpretations and related legal claims or other regulatory enforcement actions, including additional risks and uncertainties related to any potential actions resulting from the Securities and Exchange Commission’s ongoing investigation, as well as potential additional subpoenas, litigation, and regulatory proceedings; an inability to remediate the material weaknesses in our internal control over financial reporting or additional material weaknesses or other deficiencies in the future or the failure to maintain an effective system of internal controls; our failure to prepare and timely file our periodic reports; the restatement of certain of our previously issued consolidated financial statements, which resulted in unanticipated costs and may affect investor confidence and raise reputational issues; our ability to protect intellectual property rights; tax law changes or interpretations; the impact of future sales of our common stock in the public markets; our ability to continue to pay a regular dividend; changes in lawsdividend and regulations; restatementsthe amounts of our consolidated financial statements;any such dividends; volatility of capital markets and other macroeconomic factors. For additional information on these and other factors that could affect our forward-looking statements, see “Risk Factors” below in this Annual Report on Form 10-K.Item 1A, Risk Factors. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.






PART I
Item 1. Business.
General
For 150 years, we have produced some of the world’s most beloved products at The Kraft Heinz Company (Nasdaq: KHC). Our Vision isTo Be the Best Food Company, Growing a Better World. We are one of the largest global food and beverage companies, in the world, with 2019 net sales inof approximately 190 countries and territories. We manufacture and market food and beverage products, including condiments and sauces, cheese and dairy, meals, meats, refreshment beverages, coffee, and other grocery products, throughout the world, under$25 billion. Our portfolio is a hostdiverse mix of iconic and emerging brands. As the guardians of these brands including HeinzKraftOscar Mayer, PhiladelphiaVelveeta, Lunchables, Planters, Maxwell House, Capri Sun, Ore-Ida, Kool-Aid, Jell-O. A globally recognized producerand the creators of delicious foods,innovative new products, we provide products for all occasions whether at home, in restaurants or onare dedicated to the go. Assustainable health of December 30, 2017, we had assets of $120.2 billion. Our common stock is listed on The NASDAQ Global Select Market (“NASDAQ”) under the ticker symbol “KHC”.our people and our planet.
On July 2, 2015, (the “2015 Merger Date”), through a series of transactions, we consummated the merger of Kraft Foods Group, Inc. (“Kraft”) with and into a wholly-owned subsidiary of H.J. Heinz Holding Corporation (“Heinz”) (the “2015 Merger”). At the closing of the 2015 Merger, Heinz was renamed The Kraft Heinz Company, and H. J. Heinz Company changed its name to Kraft Heinz Foods Company. While we were organized as a Delaware corporation in 2013 (as Heinz), both Kraft and Heinz each had been pioneers in the food industry for over 100 years.
Before the consummation of the 2015 Merger, Heinz was controlled by Berkshire Hathaway Inc. ("(“Berkshire Hathaway"Hathaway”) and 3G Global Food Holdings, L.P. (“3G Capital”) (together, the "Sponsors"“Sponsors”), following their acquisition of H. J. Heinz Company (the “2013 Merger”).
See Note 1, Background and Basis of Presentation, and Note 2, Merger and Acquisition, to the consolidated financial statements for additional information on the 2015 Merger.June 7, 2013.
Reportable Segments
We manage and report our operating results through four segments. We have three reportable segments defined by geographic region: United States, Canada, and Europe.Europe, Middle East, and Africa (“EMEA”). Our remaining businesses are combined and disclosed as “Rest of World”.World.” Rest of World is comprised ofcomprises two operating segments: Latin America;America and Asia Pacific Middle East, and Africa (“AMEA”APAC”).
InDuring the third quarter of 2017,2019, certain organizational changes were announced that will impact our future internal reporting and reportable segments. As a result of these changes, we announcedplan to combine our plansEMEA, Latin America, and APAC zones to reorganize certainform the International zone. The International zone will be a reportable segment along with the United States and Canada in 2020. We also plan to move our Puerto Rico business from the Latin America zone to the United States zone to consolidate and streamline the management of our international businesses to better align our global geographies.product categories and supply chain. These plans include moving our Middle East and Africa businesses from the AMEA segment into the Europe segment, forming the Europe, Middle East, and Africa (“EMEA”) segment. The remaining AMEA businesseschanges will become the Asia Pacific (“APAC”) segment, which will remain in Rest of World. We expect these changes to becomebe effective in the first quarter of 2018. As a result, we expect to restate our Europe and Rest of World segments to reflect these changes for historical periods presented in the first quarter of 2018.2020.
See Note 19, 22, Segment Reporting, to the consolidated financial statementsin Item 8, Financial Statements and Supplementary Data, for our geographic financial information by segment.
Net SalesTrademarks and Intellectual Property
Our trademarks are material to our business and are among our most valuable assets. Depending on the country, trademarks generally remain valid for as long as they are in use or their registration status is maintained. Trademark registrations generally are for renewable, fixed terms. Significant trademarks by Product Category
In the first quarter of 2017, we reorganized the products within our product categories to reflect how we manage our business. We have reflected this change for all historical periods presented. The product categories that contributed 10% or more to consolidatedsegment based on net sales in any of the periods presented2019 were:
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Condiments and sauces25% 24% 32%
Cheese and dairy21% 21% 15%
Ambient meals9% 9% 10%
Frozen and chilled meals10% 10% 12%
Meats and seafood10% 10% 8%
Majority Owned and Licensed Trademarks
United StatesKraft, Oscar Mayer, Heinz, Philadelphia, Lunchables, Velveeta, Planters, Maxwell House, Capri Sun*, Kool-Aid, Ore-Ida, Jell-O
CanadaKraft, Heinz, Philadelphia, Maxwell House, Classico, McCafe*, Tassimo*
EMEAHeinz, Plasmon, Pudliszki, Honig, HP, Benedicta, Kraft, Karvan Cevitam
Rest of WorldHeinz, ABC, Master, Kraft, Quero, Golden Circle, Wattie's
*Used under license. Additionally, our license to use the McCafe brand expired in Canada in December 2019.
We sell certain products under brands we license from third parties. In 2019, brands used under licenses from third parties included Capri Sun packaged drink pouches for sale in the United States, TGI Fridays frozen snacks and appetizers in the United States and Canada, McCafe ground, whole bean, and on-demand single cup coffees in the United States and Canada, and Taco Bell Home Originals Mexican-style food products in U.S. grocery stores. In addition, in our agreements with Mondelēz International, Inc. (“Mondelēz International”) following the spin-off of Kraft from Mondelēz International in 2012, we each granted the other party various licenses to use certain of our and their respective intellectual property rights in named jurisdictions for certain periods of time.
We completedalso own numerous patents worldwide. We consider our portfolio of patents, patent applications, patent licenses under patents owned by third parties, proprietary trade secrets, technology, know-how processes, and related intellectual property rights to be material to our operations. Patents, issued or applied for, cover inventions ranging from packaging techniques to processes relating to specific products and to the 2015 Mergerproducts themselves. 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 July 2, 2015. As a result, 2016 wasour business.


Our issued patents extend for varying periods according to the first full yeardate of combined Kraftthe patent application filing or grant and Heinz results, while 2015 included a full yearthe legal term of Heinz results and post-2015 Merger results of Kraft. The year-over-year fluctuationspatents in the percentages between 2015various countries where patent protection is obtained. The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage as determined by the patent office or courts in the country, and 2016the availability of legal remedies in the country.
Research and Development
Our research and development focuses on achieving the following four objectives:
product innovations, renovations, and new technologies to meet changing consumer needs and drive growth;
world-class and uncompromising food safety, quality, and consistency;
superior, customer-preferred product and package performance; and
continuous process improvement and product optimization in pursuit of cost reductions.
Competition
Our products are primarily drivensold in highly competitive marketplaces, which have experienced increased concentration and the growing presence of e-commerce retailers, large-format retailers, and discounters. Competitors include large national and international food and beverage companies and numerous local and regional companies. We compete with both branded and private label products sold by including Kraft’s results.

retailers, wholesalers, and cooperatives. We compete on the basis of product innovation, price, product quality, nutritional value, service, taste, convenience, brand recognition and loyalty, effectiveness of marketing and distribution, promotional activity, and the ability to identify and satisfy changing consumer preferences. Improving our market position or introducing new products requires substantial advertising and promotional expenditures.
Sales and Customers
Our products are sold through our own sales organizations and through independent brokers, agents, and distributors to chain, wholesale, cooperative and independent grocery accounts, convenience stores, drug stores, value stores, bakeries, pharmacies, mass merchants, club stores, foodservice distributors, and institutions, including hotels, restaurants, hospitals, health care facilities, and certain government agencies. Our products are also sold online through various e-commerce platforms and retailers. Our largest customer, Walmart Inc., represented approximately 21% of our net sales in 2017, approximately 22% of our net sales in 2016,2019, 2018, and approximately 20% of our net sales in 2015.2017.
Additionally, we have significant customers in different regions around the world; however, none of these customers are individually are material to our consolidated business. In 2017,2019, the five largest customers in our United StatesU.S. segment accounted for approximately 48% of United StatesU.S. segment net sales, the five largest customers in our Canada segment accounted for approximately 72%73% of Canada segment net sales, and the five largest customers in our EuropeEMEA segment accounted for approximately 31%26% of our EuropeEMEA segment net sales.
Net Sales by Product Category
The product categories that contributed 10% or more to consolidated net sales in any of the periods presented were:
 December 28, 2019 December 29, 2018 December 30, 2017
Condiments and sauces26% 26% 25%
Cheese and dairy20% 20% 21%
Ambient foods10% 10% 10%
Meats and seafood10% 10% 10%
Frozen and chilled foods9% 10% 10%


Raw Materials and Packaging
We manufacture (and contract for the manufacture of) our products from a wide variety of raw food materials. We purchase and use large quantities of commodities, including dairy products, meat products, coffee beans, nuts, tomatoes, potatoes, soybean and vegetable oils, sugar and other sweeteners, corn products, and wheat and other goodsproducts, to manufacture our products. In addition, we purchase and use significant quantities of resins, metals, and cardboard to package our products and natural gas to operate our facilities. For commodities that we use across many of our product categories, such as corrugated paper and energy, we coordinate sourcing requirements and centralize procurement to leverage our scale. In addition, some of our product lines and brands separately source raw materials that are specific to their operations. We source these commodities from a variety of providers, including large, international producers and smaller, local, independent sellers. Where appropriate, we seek to establish preferred purchaser status and/orand have developed strategic partnerships with many of our suppliers with the objective of achieving favorable pricing and dependable supply for many of our commodities. The prices of raw materials and agricultural 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, consumer, industrial or investment demand, and changes in governmental regulation and trade, tariffs, alternative energy, and agricultural programs.
Our procurement teams monitor worldwide supply and cost trends so we can obtain ingredients and packaging needed for production at competitive prices. Although the prices of our principal raw materials can be expected to fluctuate, we believe there will be an adequate supply of the raw materials we use and that they are generally available from numerous sources. We use a range of hedging techniques in an effort to limit the impact of price fluctuations on many of our principal raw materials. 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. We actively monitor changes to commodity costs so that we can seek to mitigate the effect through pricing and other operational measures.
Competition
Our products are sold in highly competitive marketplaces, which have experienced increased concentrationSeasonality and the growing presence of e-commerce retailers, large-format retailers, and discounters. Competitors include large national and international food and beverage companies and numerous local and regional companies. We compete with both branded and generic products, in addition to retailer brands, wholesalers, and cooperatives. We compete primarily on the basis of product quality and innovation, brand recognition and loyalty, service, the ability to identify and satisfy consumer preferences, the introduction of new products and the effectiveness of our advertising campaigns and marketing programs, distribution, shelf space, merchandising support, and price. Improving our market position or introducing new products requires substantial advertising and promotional expenditures.

Trademarks and Intellectual Property
Our trademarks are material to our business and are among our most valuable assets. Depending on the country, trademarks generally remain valid for as long as they are in use or their registration status is maintained. Trademark registrations generally are for renewable, fixed terms. Significant trademarks by segment based on net sales in 2017 were:
Majority Owned and Licensed Trademarks
United StatesKraft, Oscar Mayer, Heinz, Philadelphia, Lunchables, Velveeta, Planters, Maxwell House, Capri Sun*, Ore-Ida, Kool-Aid, Jell-O
CanadaKraft, Heinz, Philadelphia, Cracker Barrel, P’Tit Cheese, Maxwell House, Tassimo*, Classico
EuropeHeinz, Plasmon, Pudliszki, Honig, HP, Benedicta
Rest of WorldHeinz, ABC, Master, Quero, Golden Circle, Kraft, Wattie's, Glucon D, Complan
*Used under license
We sell some products under brands we license from third parties, including Capri Sun packaged drink pouches for sale in the United States, TGI Fridays frozen snacks and appetizers in the United States and Canada, McCafe ground, whole bean, and on-demand single cup coffees in the United States and Canada, and Taco Bell Home Originals Mexican-style food products in U.S. grocery stores. In our agreements with Mondelēz International, Inc. (“Mondelēz International”), we each granted the other party various licenses to use certain of our and their respective intellectual property rights in named jurisdictions for certain periods of time following the spin-off of Kraft from Mondelēz International in 2012.
We own numerous patents worldwide. We consider our portfolio of patents, patent applications, patent licenses under patents owned by third parties, proprietary trade secrets, technology, know-how processes, and related intellectual property rights to be material to our operations. Patents, issued or applied for, cover inventions ranging from basic packaging techniques to processes relating to specific products and to the products themselves. 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.
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. The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage as determined by the patent office or courts in the country, and the availability of legal remedies in the country.
Research and Development
Our research and development focuses on achieving the following four objectives:
growth through product improvements and renovation, innovation, and line extensions,
uncompromising product safety and quality,
superior customer satisfaction, and
cost reduction.
Research and development expense was approximately $93 million in 2017, $120 million in 2016, and $105 million in 2015.
SeasonalityWorking Capital
Although crops constituting somecertain of our raw food ingredients are harvested on a seasonal basis, mostthe majority of our products are produced throughout the year.
Seasonal factors inherent in our business change the demand for products, including holidays, changes in seasons, or other annual events. TheseWhile these factors influence our quarterly net sales, operating income,income/(loss), and cash flows.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.
For information related to our cash flows provided by/(used for) operating activities, including working capital items, see Liquidity and Capital Resources in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this report.
Employees
We had approximately 39,00037,000 employees as of December 30, 2017.

28, 2019.
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 and safety of our products and their ingredients, and our occupational safety, health, and healthprivacy practices, are subject to various laws and regulations. These laws and regulations are administered by federal, state, and local governmentalgovernment agencies in the United States, as well as laws and regulations administered by government entities and agencies outside the United States in markets in whichwhere our products are manufactured, distributed or sold. In the U.S.,United States, our activities are subject to regulation by various federal government agencies, including the Food and Drug Administration, U.S. Department of Agriculture, Federal Trade Commission, Department of Labor, Department of Commerce, and Environmental Protection Agency, as well as various state and local agencies. We are also subject to numerous similar and other laws and regulations outside of North America,the United States, including but not limited to laws and regulations governing food safety, health and safety, anti-corruption, and data privacy. In our business dealings, we are also required to comply with the Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, the Trade Sanctions Reform and Export Enhancement Act, and various other anti-corruption regulations in the regions in which we operate. We rely on legal and operational compliance programs, as well as in-house and outside counsel, to guide our businesses in complying with applicable laws and regulations of the countries in which we do business. In addition, the United Kingdom's withdrawal from the European Union (commonly referred to as “Brexit”) and other regulatory regime changes may add cost and complexity to our compliance efforts.


Environmental Regulation
Our activities throughout the world are highly regulated and subject to government oversight.oversight regarding environmental matters. Various laws concerning the handling, storage, and disposal of hazardous materials and the operation of facilities in environmentally sensitive locations may impact aspects of our operations.
In the United States, where a significant portion of our business operates, these laws and regulations include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, and the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). CERCLA imposes joint and several liability on each potentially responsible party. We are involved in a number of active proceedings in the United States under CERCLA (and other similar state actions andunder similar legislation) related to our current operations and certain closed, inactive, or divested operations for which we retain liability. We do not currently expect these to have a material effect on our earnings or financial condition.
As of December 30, 2017,28, 2019, we had accrued an amount we deemed appropriate for environmental remediation. Based on information currently available, we believe that the ultimate resolution of existing environmental remediation actions and our compliance in general with environmental laws and regulations will not have a material effect on our earnings or financial condition. However, it is difficult to predict with certainty the potential impact of future compliance efforts and environmental remedial actions and thus, future costs associated with such matters may exceed current reserves.
Information about our Executive Officers
The following are our executive officers as of February 10, 2018:8, 2020:
Name Age Title
Bernardo HeesMiguel Patricio 4853 Chief Executive Officer
David KnopfPaulo Basilio 2945 Executive Vice President andGlobal Chief Financial Officer
Paulo BasilioCarlos Abrams-Rivera 4352 President of U.S. Commercial BusinessZone President
Pedro DrevonNina Barton 3546Chief Growth Officer
Bruno Keller38 Zone President of Latin AmericaCanada
Rashida La Lande 4446 Senior Vice President, Global General Counsel and Head of CSR and Government Affairs; Corporate Secretary
Rafael Oliveira 4345 Zone President of EMEAInternational
Eduardo PelleissoneFlavio Torres 4450 Executive Vice PresidentHead of Global Operations
Carlos Piani44Zone President of Canada
Rodrigo Wickbold41Zone President of APAC
Bernardo HeesMiguel Patricio became Chief Executive Officer upon the closing of the 2015 Merger. Hein June 2019. Mr. Patricio had previously served asChief Executive Officer of Heinz since June 2013. Previously, Mr. Hees served as Chief Executive Officer of Burger King Worldwide Holdings, Inc., a global fast food restaurant chain, from September 2010 to June 2013 and Burger King Worldwide, Inc. from June 2012 to June 2013 and as Chief Executive Officer of América Latina LogísticaSpecial Global Projects-Marketing at Anheuser-Busch Inbev SA/NV (“ALL”AB InBev”), a logisticsmultinational drink and brewing holdings company, from January 20052019 to September 2010.June 2019. Prior to that, he served as the Chief Marketing Officer at AB InBev since 2012. Prior to his role as Chief Marketing Officer, since joining AB InBev in 1998, he also served as Zone President Asia Pacific, Zone President North America, Vice President Marketing of North America, and Vice President Marketing. Mr. HeesPatricio has also been a partnerheld several senior positions across the Americas at The Coca-Cola Company and Johnson & Johnson. Mr. Patricio also invests in the 3G Capital since July 2010.Special Situation Fund III (the “Fund”); his investment represents less than 1% of the Fund’s assets.

David KnopfPaulo Basilio became Executive Vice President andGlobal Chief Financial Officer in October 2017. He had previously served as Vice President, Category Head of Planters Business since August 2016.September 2019. Prior to that role, Mr. KnopfBasilio served as Vice President of Finance, Head of Global Budget &Chief Business Planning Zero-Based Budgeting, and Financial & Strategic PlanningDevelopment Officer from July 20152019 to August 2016. Prior to joining Kraft Heinz in July 2015, Mr. KnopfSeptember 2019 and served in various roles at 3G Capital, including as an associate partner. Before joining 3G Capital in October 2013, Mr. Knopf served in various roles at Onex Partners, a private equity firm, and Goldman Sachs, a global investment banking, securities, and investment management firm. Mr. Knopf has also been a partner of 3G Capital since July 2015.
Paulo Basilio assumed his current role as President of the U.S. Commercial Business infrom October 2017.2017 to June 2019. Mr. Basilio previously served as Executive Vice President and Chief Financial Officer upon the closing of the 2015 Merger until October 2017. He had previously served as Chief Financial Officer of Heinz since June 2013. Previously, Mr. Basilio served as Chief Executive Officer of ALLAmérica Latina Logística (“ALL”), a logistics company, from September 2010 to June 2012, after having served in various roles at ALL, including Chief Operating Officer and Chief Financial Officer, and Analyst.Officer. Mr. Basilio has also been a partner of 3G Capital since July 2012.
Pedro DrevonCarlos Abrams-Rivera joined Kraft Heinz as U.S. Zone President on February 3, 2020. Prior to joining Kraft Heinz, Mr. Abrams-Rivera served as Executive Vice President and President, Campbell Snacks of Campbell Soup Company (“Campbell”), a multinational food company, since May 2019. Prior to that role, Mr. Abrams-Rivera served as President, Campbell Snacks from 2018 to May 2019 and President of Campbell’s Pepperidge Farm subsidiary from 2015 to 2018. Prior to joining Campbell, Mr. Abrams-Rivera held various leadership roles at Mondelēz International and Kraft Foods.


Nina Barton became Chief Growth Officer in September 2019. Prior to assuming her current role, Ms. Barton served as Zone President of Canada and President of Digital Growth from January 2019 to August 2019. Prior to that role, Ms. Barton served as President, Global Digital and Online Growth since October 2017, and from July 2015 through October 2017, she served as Senior Vice President of Marketing, Innovation and Research & Development for the U.S. business. From July 2013 through July 2015, she served as Vice President, Marketing at Kraft Foods Group, Inc. and managed the total coffee portfolio including the Maxwell House, Gevalia, and McCafe brands. Ms. Barton joined Kraft Foods in 2011 as Senior Marketing Director responsible for growing the Philadelphia cream cheese brand. Prior to that, Ms. Barton served in a variety of marketing and brand-building roles in the consumer products industry.
Bruno Keller assumed his current role as Zone President of Latin AmericaCanada in October 2017.September 2019. Previously, Mr. Keller had served as Head of Category Development for Canada since June 2018. From April 2017 to June 2018, he served as Managing Director for South Europe, and from June 2015 to April 2017, he served as Managing Director of Italy. Mr. Keller joined Kraft Heinz Brazil since August 2015.in 2014 as Director of Trade Marketing and Revenue Management in Italy. Prior to joining Kraft Heinz, in 2015, Mr. Drevon served in various capacities at 3G Capital. Before joining 3G Capital in 2008, Mr. Drevon served in variousKeller held management roles at Banco BBM, a financial advisoryAB InBev, Philip Morris, Pepsico, and wealth management firm. Mr. Drevon has also been a partner of 3G Capital since January 2011.Unilever.
Rashida La Lande joined Kraft Heinz as Senior Vice President, Global General Counsel and Corporate Secretary in January 2018. In October 2018, Ms. La Lande’s responsibilities expanded to include leadership of our corporate social responsibility and government affairs functions, and she was later appointed Head of Corporate Social Responsibility and Government Affairs in addition to her role as Senior Vice President, Global General Counsel and Corporate Secretary. Prior to joining Kraft Heinz, Ms. La Lande was a partner at the law firm of Gibson, Dunn & Crutcher, where she practiced from October 2000 to January 2018, and where she advised corporations and their boards, primarily in the areas ofclients with respect to mergers and acquisitions, leveraged buyouts, private equity deals, and joint ventures. During her nearly 20-yearThroughout Ms. La Lande’s career, at Gibson, Dunn & Crutcher, she representedhas advised companies and private equity sponsors in the consumer products, retail, financial services, and technology industries.
Rafael Oliveira assumed his current role as Zone President International in July 2019. Prior to that role, he served as Zone President of EMEA infrom October 2016 to June 2019 after serving as the Managing Director of Kraft Heinz UK & Ireland. Mr. Oliveira joined Kraft Heinz in July 2014 and served as President of Kraft Heinz Australia, New Zealand, and Papua New Guinea until September 2016. Prior to joining Kraft Heinz, Mr. Oliveira spent 17 years in the financial industry, the final 10 of which he held a variety of leadership positions with Goldman Sachs, a global investment banking, securities, and investment management firm.Sachs.
Eduardo Pelleissone assumed his current roleFlavio Torres joined Kraft Heinz as Executive Vice PresidentHead of Global Operations upon the closing of the 2015 Merger and had previously held the same role at Heinz since July 2013. Prior to joining Heinz, Mr. Pelleissone was Chief Executive Officer of ALL from May 2012 to June 2013. Prior to assuming that role, Mr. Pelleissone held the roles of Chief Operating Officer from July 2011 to 2012 and Commercial Vice President of the Agriculture Segment at ALL from 2004 to 2011.
Carlos Piani was appointed Zone President of Canada in September 2015.January 2020. Prior to joining Kraft Heinz, Mr. PianiTorres served as Chief Executive OfficerGlobal Operations VP of PDG Realty S.A. Empreendimentos e Participacoes,AB InBev, a real estatemultinational drink and brewing holdings company, from August 20122017 to August 2015. Previously, he2019. Prior to that role, Mr. Torres served as Co-HeadSupply Chain VP at Ambev S.A., a subsidiary of Private Equity of Vinci Partners, an independent asset management firm,AB InBev, from April 20102014 to August 2012, as Chief Executive Officer of Companhia Energetica do Maranhao (“CEMAR”), an electricity distribution company, from March 2006 to April 2010,2016. Mr. Torres joined AB InBev in 1994 and as Chief Executive Officer of Equatorial Energia S/A, CEMAR’s controlling shareholder, from March 2007 to April 2010.
Rodrigo Wickbold assumed his current role as Zone President of APAC in January 2018 after serving as Chief Marketing Officer of APAC since January 2016. Prior to joining Kraft Heinz in January 2016, Mr. Wickbold served in various marketing and business leadership roles at Unilever, a consumer products company, since 2000, including as Global Senior Brand Manager - Skin Care.positions of increasing responsibility during his tenure.
Available Information
Our website address is www.kraftheinzcompany.com. The information on our website 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 (the “SEC”). Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) are available free of charge on our website as soon as possiblereasonably practicable after we electronically file them with, or furnish them to, the SEC. You can also read, access and copy any document that we file, including this Annual Report on Form 10-K, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Call the SEC at 1-800-SEC-0330 for information on the operation of the Public Reference Room. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including Kraft Heinz, that are electronically filed with the SEC.

Item 1A. Risk Factors.
Industry Risks
We operate in a highly competitive industry.
The food and beverage industry is highly competitive across all of our product offerings. Our principal competitors in these categories are manufacturers, as well as retailers with their own branded and private label products. We compete based on product innovation, price, product quality, nutritional value, service, taste, convenience, brand recognition and loyalty, effectiveness of marketing and distribution, promotional activity, and the ability to identify and satisfy changing consumer preferences.
We may need to reduce our prices in response to competitive and customer pressures.pressures, including pressures in relation to private label products that are generally sold at lower prices. These pressures have restricted and may alsoin the future continue to restrict our ability to increase prices in response to commodity and other cost increases. Failure to effectively assess, timely change and set proper pricing, promotions, or trade incentives may negatively impact the achievement of our objectives.


The rapid emergence of new distribution channels, particularly e-commerce, may create consumer price deflation, affecting our retail customer relationships and presenting additional challenges to increasing prices in response to commodity or other cost increases. We may also need to increase or reallocate spending on marketing, retail trade incentives, materials, advertising, and new product or channel innovation to maintain or increase market share. 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 suffer.decline.
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 predict, identify, and interpret the tastes and dietary habits of consumers and to offer products that appeal to consumer preferences, including with respect to health and wellness. 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.
We must distinguish between short-term trends and long-term changes in consumer preferences. If we do not accurately predict which shifts in consumer preferences will be long-term, or if we fail to introduce new and improved products to satisfy those preferences, our sales could decline. In addition, because of our varied consumer base, we must offer an array of products that satisfy a broad spectrum of consumer preferences. If we fail to expand our product offerings successfully across product categories, 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.
Prolonged negative perceptions concerning the health implications of certain food and beverage products (including as they relate to obesity or other health concerns) could influence consumer preferences and acceptance of some of our products and marketing programs. We strive to respond to consumer preferences and social expectations, but we may not be successful in our efforts. Continued negative perceptions and failure to satisfy consumer preferences could materially and adversely affect our product sales, financial condition, and operating results.
In addition, achieving growth depends on our successful development, introduction, and marketing of innovative new products and line extensions. There are inherent risks associated with new product or packaging introductions, including uncertainties about trade and consumer acceptance or potential impacts on our existing product offerings. We may be required to increase expenditures for new product development. Successful innovation depends on our ability to correctly anticipate customer and consumer acceptance, to obtain, protect, and maintain necessary intellectual property rights, and to avoid infringing upon the intellectual property rights of others. We must also be able to respond successfully to technological advances by and intellectual property rights of our competitors, and failure to do so could compromise our competitive position and impact our product sales, financial condition, and operating results.
Changes in the retail landscape or the loss of key retail customers could adversely affect our financial performance.
Retail customers, such as supermarkets, warehouse clubs, and food distributors in our major markets, may continue to consolidate, resulting in fewer but larger customers for our business across various channels. Consolidation also produces larger retail customers that may seek to leverage their positionpositions to improve their profitability by demanding improved efficiency, lower pricing, more favorable terms, increased promotional programs, or specifically tailoredspecifically-tailored product offerings. In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer brands.private label products. Retail consolidation and increasing retailer power could materially and adversely affect our product sales, financial condition, and operating results.
Retail consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance may have a corresponding material and adverse effect on us. For example, if our customers cannot access sufficient funds or financing, then they may delay, decrease, or cancel purchases of our products, or delay or fail to pay us for previous purchases, which could materially and adversely affect our product sales, financial condition, and operating results.
In addition, technology-based systems, which give consumers the ability to shop through e-commerce websites and mobile commerce applications, are also significantly altering the retail landscape in many of our markets. 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, suppliers, or other business relationships could adversely impact us.
We derive significant portions of our sales from certain significant customers (see Sales and Customers within Item 1, Business). There can be no assurance that all of our significant customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past, particularly as increasingly powerful retailers may demand lower pricing and focus on developing their own brands. The loss of a significant customer or a material reduction in sales or a change in the mix of products we sell to a significant customer could materially and adversely affect our product sales, financial condition, and operating results.
Disputes with significant suppliers, including disputes related to pricing or performance, could adversely affect our ability to supply products to our customers and could materially and adversely affect our product sales, financial condition, and operating results. In addition, terminations of relationships with other significant contractual counterparties, including licensors, could adversely affect our portfolio, product sales, financial condition, and operating results.
In addition, the financial condition of such customers, suppliers, and other significant contractual counterparties are affected in large part by conditions and events that are beyond our control. Significant deteriorations in the financial conditions of significant customers, suppliers, and other business relationships could materially and adversely affect our product sales, financial condition, and operating results.
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.
We seek to maintain, extend, and expand our brand image through marketing investments, including advertising and consumer promotions, and product innovation. Negative perceptions on the role of food and beverage marketing could adversely affect our brand image or lead to stricter regulations and scrutiny of marketing practices. Existing or increased legal or regulatory restrictions on our advertising, consumer promotions, and marketing, or our response to those restrictions, could limit our efforts to maintain, extend, and expand our brands. Moreover, adverse publicity about legal or regulatory action against us, our quality and safety, our environmental or social impacts, our products becoming unavailable to consumers, or our suppliers and, in some cases, our competitors, could damage our reputation and brand image, undermine our customers’ confidence, and reduce demand for our products, even if the regulatory or legal action is unfounded or not material to our operations. Furthermore, existing or increased legal or regulatory restrictions on our advertising, consumer promotions, and marketing, or our response to those restrictions, could limit our efforts to maintain, extend, and expand our brands.
In addition, our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to a rapidly changing media environment. We increasingly rely on social media and online dissemination of advertising campaigns. The growing use of social and digital media increases the speed and extent that information, including misinformation, and opinions can be shared. 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, extending, and expanding our brand image. 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.
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 and/or quality to our consumers than alternatives, particularly during periods of economic uncertainty. Consumers may not buy our products if relative differences in value and/or quality between our products and private label products change in favor of competitors’ products or if consumers perceive this type of change. If consumers prefer private label products, then we could lose market share or sales volumes or shift our product mix to lower margin offerings. 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, increase our market share, or add products that are in faster-growing and more profitable categories.
Our future results will depend on our ability to drive revenue growth in our key product categories and growth in the food and beverage industry in the countries in which we operate. Our future results will also depend on our ability to enhance our portfolio by adding innovative new products in faster-growing and more profitable categories and our ability to increase market share in our existing product categories. Our failure to drive revenue growth, limit market share decreases in our key product categories, or develop innovative products for new and existing categories could materially and adversely affect our product sales, financial condition, and operating results.


Product recalls or other product liability claims could materially and adversely affect us.
Selling products for human consumption involves inherent legal and other risks, including product contamination, spoilage, product tampering, allergens, or other adulteration. We have decided and could in the future decide to, and have been or could in the future be required to, recall products due to suspected or confirmed product contamination, adulteration, product mislabeling or misbranding, tampering, undeclared allergens, or other deficiencies. Product recalls or market withdrawals could result in significant losses due to their costs, the destruction of product inventory, and lost sales due to the unavailability of the product for a period of time.
We could be adversely affected if consumers lose confidence in the safety and quality of certain food products or ingredients, or the food safety system generally. Adverse attention about these types of concerns, whether or not valid, may damage our reputation, discourage consumers from buying our products, or cause production and delivery disruptions that could negatively impact our net sales and financial condition.
We may also suffer losses if our products or operations violate applicable laws or regulations, or if our products cause injury, illness, or death. In addition, our marketing could face claims of false or deceptive advertising or other criticism. 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. Moreover, even if a product liability or fraud claim is unsuccessful, has no merit, or is not pursued, the negative publicity surrounding assertions against our products or processes could materially and adversely affect our product sales, financial condition, and operating results.
Unanticipated business disruptions could adversely affect our ability to provide our products to our customers.
We have a complex network of suppliers, owned and leased manufacturing locations, co-manufacturing locations, distribution networks, and information systems that support our ability to consistently provide our products to our customers. Factors that are hard to predict or beyond our control, such as weather, raw material shortages, natural disasters, fires or explosions, political unrest, terrorism, generalized labor unrest, or health pandemics, such as the new coronavirus that originated in China, could damage or disrupt our operations or our suppliers’, co-manufacturers’ or distributors’ operations. These disruptions may require additional resources to restore our supply chain or distribution network. If we cannot respond to disruptions in our operations, whether by finding alternative suppliers or replacing capacity at key manufacturing or distribution locations, or if we are unable to quickly repair damage to our information, production, or supply systems, we may be late in delivering, or be unable to deliver, products to our customers and may also be unable to track orders, inventory, receivables, and payables. If that occurs, our customers’ confidence in us and long-term demand for our products could decline. Any of these events could materially and adversely affect our product sales, financial condition, and operating results.
Business Risks
We may not successfully identify, complete, or realize the benefits from strategic acquisitions, alliances, divestitures, joint ventures, or other investments.
From time to time, we have evaluated and may continue to evaluate acquisition candidates, alliances, joint ventures, or other investments that may strategically fit our business objectives, and we have divested and may consider divesting businesses that do not meet our strategic objectives or growth or profitability targets. These activities may present financial, managerial, and operational risks including, but not limited to, diversion of management’s attention from existing core businesses, difficulties 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. Activities in such areas are regulated by numerous antitrust and competition laws in the United States, Canada, the European Union, and other jurisdictions, and we may be required to obtain the approval of these transactions by competition authorities, as well as to satisfy other legal requirements.
To the extent we undertake acquisitions, alliances, joint ventures, investments, or other developments outside our core regions or in new categories, we may face additional risks related to such developments. For example, risks related to foreign operations include compliance with U.S. laws affecting operations outside of the United States, such as the FCPA, currency rate fluctuations, compliance with foreign regulations and laws, including tax laws, and exposure to politically and economically volatile developing markets. Any of these factors could materially and adversely affect our product sales, financial condition, and operating results.
To the extent we undertake divestitures, we may face additional risks related to such activity. For example, risks related to our ability to find appropriate buyers, to execute transactions on favorable terms, to separate divested businesses from our remaining operations, and to effectively manage any transitional service arrangements. Any of these factors could materially and adversely affect our financial condition and operating results.


We may be unable to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes, and improve our competitiveness.
We have implemented a number of cost savings initiatives, including our multi-year program announced following the 2015 Merger, that we believe are important to position our business for future success and growth. We have evaluated and continue to evaluate changes to our organizational structure 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 savings initiatives. 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 competitive activity. 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.
We may not be able to successfully execute our strategic initiatives.
We plan to continue to conduct strategic initiatives in various markets. Consumer demands, behaviors, tastes and purchasing trends may differ in these markets and, as a result, our sales may not be successful or meet expectations, or the margins on those sales may be less than currently anticipated. We may also face difficulties integrating new business operations with our current sourcing, distribution, information technology systems, and other operations. Any of these challenges could hinder our success in new markets or new distribution channels. We may also face difficulties divesting business operations with minimal impact to the retained businesses. There can be no assurance that we will successfully complete any planned strategic initiatives, that any new business will be profitable or meet our expectations, or that any divestiture will be completed without disruption, 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 approximately 190numerous countries within developed and territories; approximately 30%emerging markets. Approximately 29% of our 20172019 net sales were generated outside of the United States. As a result, we are subject to risks inherent in global operations. These risks, which can vary substantially by market, are described in many of the risk factors discussed in this section and also include:
compliance with U.S. laws affecting operations outside of the United States, including anti-bribery laws such as the FCPA;
changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws or their interpretation,interpretations, or tax audit implications;
the imposition of increased or new tariffs, quotas, trade barriers, or similar restrictions on our sales or imports, trade agreements, regulations, taxes, or policies that might negatively affect our sales;sales or costs;
currency devaluations or fluctuations in currency values;
compliance with antitrust and competition laws, data privacy laws, and a variety of other local, national, and multi-national regulations and laws in multiple jurisdictions;
discriminatory or conflicting fiscal policies in or across foreign jurisdictions;
changes in capital controls, including currency exchange controls, government currency policies, or other limits on our ability to import raw materials or finished product into various countries or repatriate cash from outside the United States;
challenges associated with cross-border product distribution;
changes in local regulations and laws, the uncertainty of enforcement of remedies in foreign jurisdictions, and foreign ownership restrictions and the potential for nationalization or expropriation of property or other resources;
risks and costs associated with political and economic instability, corruption, anti-American sentiment, and social and ethnic unrest in the countries in which we operate;
the risks of operating in developing or emerging markets in which there are significant uncertainties regarding the interpretation, application, and enforceability of laws and regulations and the enforceability of contract rights and intellectual property rights;
risks arising from the significant and rapid fluctuations in currency exchange markets and the decisions made and positions that we taketaken to hedge such volatility;
changing labor conditions and difficulties in staffing our operations;
greater risk of uncollectible accounts and longer collection cycles; and


design, implementation, and use of effective control environment processes across our diverse operations and employee base.
In addition, political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, public corruption, expropriation, and other economic or political uncertainties could interrupt and negatively affect our business operations or customer demand. Slow economic growth or high unemployment in the markets in which we operate could constrain consumer spending, and declining consumer purchasing power could adversely impact our profitability. All of these factors could result in increased costs or decreased sales, and could materially and adversely affect our product sales, financial condition, and results of operations.
We must leverageOur performance may be adversely affected by economic and political conditions in the United States and in various other nations where we do business.
Our performance has been in the past and may continue in the future to be impacted by economic and political conditions in the United States and in other nations where we do business. Economic and financial uncertainties in our brand valueinternational markets, including uncertainties surrounding the legal and regulatory effects of Brexit in the transition period and beyond, changes to compete against retailer brandsmajor international trade arrangements (e.g., the United States-Mexico-Canada Agreement), and other economy brands.
In nearly allthe imposition of tariffs by certain foreign governments, including China and Canada, could negatively impact our product categories,operations and sales. Though the United Kingdom formally withdrew from the European Union on January 31, 2020, the uncertainties around the impacts of Brexit remain during the transition period and while a new trade agreement is negotiated. As a result, we competecontinue to evaluate the risks associated with branded products as well as retailerthe withdrawal, including the potential for supply chain disruptions and other economy brands, which are typically sold at lower prices. Our products must provide higher value and/foreign currency volatility. Other factors impacting our operations in the United States and in international locations where we do business include export and import restrictions, currency exchange rates, currency devaluation, cash repatriation restrictions, recessionary conditions, foreign ownership restrictions, nationalization, the impact of hyperinflationary environments, terrorist acts, and political unrest. Such factors in either domestic or qualityforeign jurisdictions, and our responses to our consumers than alternatives, particularly during periods of economic uncertainty. Consumers may not buy our products if relative differences in value and/or quality between our products and retailer or other economy brands change in favor of competitors’ products or if consumers perceive this type of change. If consumers prefer retailer or other economy brands, then we could lose market share or sales volumes or shift our product mix to lower margin offerings. A change in consumer preferences could also cause us to increase capital, marketing, and other expenditures, whichthem, could materially and adversely affect our product sales, financial condition, and operating results. For further information on Venezuela, see Note 15, Venezuela - Foreign Currency and Inflation, in Item 8, Financial Statements and Supplementary Data.

We rely on our management team and other key personnel and may be unable to hire or retain key personnel or a highly skilled and diverse global workforce.
Our financial successWe depend on the skills, working relationships, and continued services of key personnel, including our experienced management team. In addition, our ability to achieve our operating goals depends on our ability to correctly predict, identify, hire, train, and interpret changesretain qualified individuals. We compete with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail to attract, train, and retain other talented personnel and a diverse global workforce with the skills and in consumer preferencesthe locations we need to operate and demand,grow our business. Unplanned turnover, failure to offer new productsattract and develop personnel with key emerging capabilities such as e-commerce and digital marketing skills, or failure to meet those changes,develop adequate succession plans for leadership positions, including the Chief Executive Officer position, could deplete our institutional knowledge base and erode our competitiveness. Changes in immigration laws and policies could also make it more difficult for us to respond to competitive innovation.
Consumer preferences for food and beverage products change continually. Our success depends on our ability to predict, identify, and interpret the tastes and dietary habits of consumers and to offer products that appeal to consumer preferences, including with respect to health and wellness. If we do not offer products that appeal to consumers, our sales and market share will decrease, whichrecruit or relocate skilled employees. Any such loss, failure, or limitation could materially and adversely affect our product sales, financial condition, and operating results.
We must distinguish between short-term fads, mid-term trends,are significantly dependent on information technology, and long-term changes in consumer preferences.we may be unable to protect our information systems against service interruption, misappropriation of data, or breaches of security.
We rely on information technology networks and systems, including the Internet, to process, transmit, and store electronic and financial information, to manage a variety of business processes and activities, and to comply with regulatory, legal, and tax requirements. We also depend on our information technology infrastructure for digital marketing activities and for electronic communications among our locations, personnel, customers, and suppliers. These information technology systems, some of which are managed by third parties, may be susceptible to damage, invasions, disruptions, or shutdowns due to hardware failures, computer viruses, hacker attacks and other cybersecurity risks, telecommunication failures, user errors, catastrophic events or other factors. If weour information technology systems suffer severe damage, disruption, or shutdown, by unintentional or malicious actions of employees and contractors or by cyberattacks, and our business continuity plans do not accurately predict which shiftseffectively resolve the issues in consumer preferences will be long-term, or ifa timely manner, we fail to introduce newcould experience business disruptions, reputational damage, transaction errors, processing inefficiencies, the leakage of confidential information, and improved products to satisfy those preferences, ourthe loss of customers and sales, could decline. In addition, because of our varied consumer base, we must offer an array of products that satisfy a broad spectrum of consumer preferences. If we fail to expand our product offerings successfully across product categories, 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 affectcausing our product sales, financial condition, and operating results.results to be adversely affected and the reporting of our financial results to be delayed.
ProlongedIn addition, if we are unable to prevent security breaches or disclosure of non-public information, we may suffer financial and reputational damage, litigation or remediation costs, fines, or penalties because of the unauthorized disclosure of confidential information belonging to us or to our partners, customers, consumers, or suppliers.


Misuse, leakage, or falsification of information could result in violations of data privacy laws and regulations, damage to our reputation and credibility, loss of opportunities to acquire or divest of businesses or brands, and loss of ability to commercialize products developed through research and development efforts and, therefore, could have a negative perceptions concerningimpact on net sales. In addition, we may suffer financial and reputational damage because of lost or misappropriated confidential information belonging to us, our current or former employees, or to our suppliers or consumers, and may become subject to legal action and increased regulatory oversight. We could also be required to spend significant financial and other resources to remedy the health implicationsdamage caused by a security breach or to repair or replace networks and information systems.
We are also subject to various laws and regulations that are continuously evolving and developing regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of certain foodpersonal data. Such laws and beverage productsregulations, as well as their interpretation and application, may vary from jurisdiction to jurisdiction, which can result in inconsistent or conflicting requirements. The European Union’s General Data Protection Regulation (“GDPR”), which became effective in May 2018, adds a broad array of requirements with respect to personal data, including the public disclosure of significant data breaches, and imposes substantial penalties for non-compliance. The California Consumer Privacy Act (“CCPA”), which became effective on January 1, 2020, among other things, imposes additional requirements with respect to disclosure and deletion of personal information of California residents. The CCPA provides civil penalties for violations, as well as a private right of action for data breaches. GDPR, CCPA, and other privacy and data protection laws may increase our costs of compliance and risks of non-compliance, which could influence consumer preferencesresult in substantial penalties.
Our results of operations could be affected by natural events in the locations in which we or our customers, suppliers, distributors, or regulators operate.
We have been and acceptancemay in the future be impacted by severe weather and other geological events, including hurricanes, earthquakes, floods, or tsunamis that could disrupt our operations or the operations of someour customers, suppliers, distributors, or regulators. Natural disasters or other disruptions at any of our facilities or our suppliers’ or distributors’ facilities may impair or delay the delivery of our products. Influenza or other pandemics, such as the new coronavirus that originated in China, could disrupt production of our products, reduce demand for certain of our products, or disrupt the marketplace in the foodservice or retail environment with consequent material adverse effects on our results of operations. While we insure against many of these events and marketing programs. certain business interruption risks and have policies and procedures to manage business continuity planning, we cannot provide any assurance that such insurance will compensate us for any losses incurred as a result of natural or other disasters or that our business continuity plans will effectively resolve the issues in a timely manner. To the extent we are unable to, or cannot, financially mitigate the likelihood or potential impact of such events, or effectively manage such events if they occur, particularly when a product is sourced from a single location, there could be a material adverse effect on our business and results of operations, and additional resources could be required to restore our supply chain.
The Sponsors have substantial control over us and may have conflicts of interest with us in the future.
As of December 28, 2019, the Sponsors own approximately 47% of our common stock. Three of our current 11 directors had been directors of Heinz prior to the closing of the 2015 Merger and remained directors of Kraft Heinz pursuant to the merger agreement. In addition, the Board elected Joao M. Castro-Neves, a partner of 3G Capital, one of the Sponsors, effective June 12, 2019. Furthermore, Paulo Basilio, our Chief Financial Officer, is a partner of 3G Capital. As a result, the Sponsors have the potential to exercise influence over management and have substantial control over decisions of our Board of Directors as well as 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 our assets. In addition, to the extent that the Sponsors were to collectively hold a majority of our common stock, they together would have the power to take shareholder action by written consent to adopt amendments to our charter or take other actions, such as corporate transactions, that require the vote of holders of a majority of our outstanding common stock. The directors designated by the Sponsors may have significant authority to effect decisions affecting our capital structure, including the issuance of additional capital stock, the incurrence of additional indebtedness, the implementation of stock repurchase programs, and the decision of whether to declare dividends and the amount of any such dividends. Additionally, the Sponsors are 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. The Sponsors may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. So long as the Sponsors continue to own a significant amount of our equity, they will continue to be able to strongly influence or effectively control our decisions.


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 strivehave a substantial amount of indebtedness, and are permitted to respondincur a substantial amount of additional indebtedness, including secured debt. Our existing debt, together with any incurrence of additional indebtedness, could have important consequences, including, but not limited to:
increasing our vulnerability to consumer preferencesgeneral adverse economic and social expectations, butindustry 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 flows 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 currencies around the world 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.
In addition, there can be no assurance that we will generate sufficient cash flow from operations or that future debt or equity financings will be available to us to enable us to pay our indebtedness or to fund other needs. As a result, we may need to refinance all or a portion of our indebtedness on or before maturity. There is no assurance that we will be able to refinance any of our indebtedness on favorable terms, or at all. Any inability to generate sufficient cash flow or to refinance our indebtedness on favorable terms could have a material adverse effect on our financial condition.
Our indebtedness 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 (excluding accumulated other comprehensive income/(losses)). The creditors who hold our debt could accelerate amounts due in the event that we default, which could potentially trigger a default or acceleration of the maturity of our other debt. If our operating performance declines, or if we are unable to comply with any covenant, such as our ability to timely prepare and file our periodic reports with the SEC, we have in the past and may in the future need to obtain waivers from the required creditors under our indebtedness instruments to avoid being in default.
If we breach any covenants under our indebtedness instruments and seek a waiver, we may not be successful in our efforts. Continued negative perceptions and failure to satisfy consumer preferences could materially and adversely affect our product sales, financial condition, and operating results.
In addition, achieving growth depends on our successful development, introduction, and marketing of innovative new products and line extensions. There are inherent risks associated with new product or packaging introductions, including uncertainties about trade and consumer acceptance or potential impacts on our existing product offerings. We may be required to increase expenditures for new product development. Successful innovation depends on our ability to correctly anticipate customer and consumer acceptance,able to obtain protect and maintain necessary intellectual property rights, and to avoid infringing upona waiver from the intellectual property rights of others. We must alsorequired creditors, or we may not be able to respond successfully to technological advancesremedy compliance within the terms of any waivers approved by and intellectual property rights ofthe required creditors. If this occurs, we would be in default under our competitors,indebtedness instruments and failure to do so could compromise our competitive position and impact our product sales, financial condition, and operating results.
We may be unable to drive revenue growth inaccess our key product categories, increase our market share,Senior Credit Facility. In addition, certain creditors could exercise their rights, as described above, and we could be forced into bankruptcy or add products that are in faster growing and more profitable categories.liquidation.
Our future results will depend on our ability to drive revenue growth in our key product categories and growth in the food and beverage industry in the countries in which we operate. Our future results will also depend on our ability to enhance our portfolio by adding innovative new products in faster growing and more profitable categories and our ability to increase market share in our existing product categories. Our failure to drive revenue growth, limit market share decreases in our key product categories, or develop innovative products for new and existing categories could materially and adversely affect our product sales, financial condition, and operating results.
An impairment
Additional impairments of the carrying valueamounts of goodwill or other indefinite-lived intangible assets could negatively affect our consolidated operating results.financial condition and results of operations.
We maintain 19 reporting units, 11 of which comprise our goodwill balance. Our indefinite-lived intangible asset balance primarily consists of a number of individual brands. We test goodwillour reporting units and indefinite-lived intangible assetsbrands for impairment at least annually inas of the first day of our second quarter, or when a triggering event occurs. We performed our annual impairment testing inmore frequently if events or circumstances indicate it is more likely than not that the second quarter of 2017. The first step of the goodwill impairment test compares the reporting unit’s estimated fair value with its carrying value. If the carrying value of a reporting unit’s net assets exceedsunit or brand is less than its fair value,carrying amount. Such events and circumstances could include a sustained decrease in our market capitalization, increased competition or unexpected loss of market share, increased input costs beyond projections (for example due to regulatory or industry changes), disposals of significant brands or components of our business, unexpected business disruptions (for example due to a natural disaster or loss of a customer, supplier, or other significant business relationship), unexpected significant declines in operating results, significant adverse changes in the second step would be applied to measure the difference between the carrying value and implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, the goodwill would be considered impaired and would be reduced to its implied fair value.markets in which we operate, or changes in management strategy. We test indefinite-lived intangible assetsreporting units for impairment by comparing the estimated fair value of each intangible assetreporting unit with its carrying value.amount. We test brands for impairment by comparing the estimated fair value of each brand with its carrying amount. If the carrying valueamount of a reporting unit or brand exceeds its estimated fair value, we record an impairment loss based on the intangible asset would be considered impaireddifference between fair value and would be reducedcarrying amount, in the case of reporting units, not to its fair value.exceed the associated carrying amount of goodwill.
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 indefinite-lived intangible assetsbrands requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and economicregulatory conditions. These assumptions and estimates include projected revenues andestimated future annual net cash flows, income tax considerations, discount rates, growth rates, terminal growthroyalty rates, competitive and consumer trends, market-based discount rates,contributory asset charges, and other market factors. If current expectations of future growth rates and margins are not met, orif market factors outside of our control, such as discount rates, change, significantly,or if management’s expectations or plans otherwise change, including as a result of updates to our global five-year operating plan, then one or more of our reporting units or intangible assetsbrands might become impaired in the future, which could negatively affect our operating results or net worth. We are currently actively reviewing the enterprise strategy for the Company. As part of this strategic review, we expect to develop updates to the five-year operating plan in 2020, which could impact the allocation of investments among reporting units and brands and impact growth expectations and fair value estimates. Additionally, as a result of this strategic review process, we could decide to divest certain non-strategic assets. As a result, the ongoing development of the enterprise strategy and underlying detailed business plans could lead to the impairment of one or more of our reporting units or brands in the future.
As a result of our annual and interim impairment tests, we recognized goodwill impairment losses of $7.0 billion and indefinite-lived intangible asset impairment losses of $8.9 billion in 2018, and goodwill impairment losses of $1.2 billion and indefinite-lived intangible asset impairment losses of $687 million in 2019. Our reporting units and brands that were impaired in 2018 and 2019 were written down to their respective fair values resulting in zero excess fair value over carrying amount as of the applicable impairment test dates. Accordingly, these and other individual reporting units and brands that have 20% or less excess fair value over carrying amount as of their latest 2019 impairment testing date have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. AsReporting units with 10% or less fair value over carrying amount had an aggregate goodwill carrying amount of $32.4 billion as of their latest 2019 impairment testing date and intangible assetsincluded U.S. Grocery, U.S. Refrigerated, U.S. Foodservice, Canada Retail, Canada Foodservice, Latin America Exports, and EMEA East. Reporting units with between 10-20% fair value over carrying amount had an aggregate goodwill carrying amount of $676 million as of their latest 2019 impairment testing date and included Continental Europe and Northeast Asia. The aggregate goodwill carrying amount of reporting units with fair value over carrying amount between 20-50% was $2.4 billion and there were no reporting units with fair value over carrying amount in excess of 50% as of their latest 2019 impairment testing date. Brands with 10% or less fair value over carrying amount had an aggregate carrying amount after impairment of $26.2 billion as of their latest 2019 impairment testing date and included: Kraft, Philadelphia, Velveeta, Lunchables, Miracle Whip, Planters, Maxwell House, Cool Whip, and ABC. Brands with between 10-20% fair value over carrying amount had an aggregate carrying amount of $3.7 billion as of their latest 2019 impairment testing date and included Oscar Mayer, Jet Puffed, Wattie’s, and Quero. The aggregate carrying amount of brands with fair value over carrying amount between 20-50% was $4.2 billion as of their latest 2019 impairment testing date. Although the remaining brands have more than 50% excess fair value over carrying amount as of their latest 2019 impairment testing date, these amounts are also associated with recently acquired businessesthe 2013 Heinz acquisition and the 2015 Merger and are recorded on the balance sheet at their estimated acquisition date fair values,values. Therefore, if any estimates, market factors, or assumptions, including those related to our enterprise strategy or business plans, change in the future, these amounts are morealso susceptible to an impairment risk if business operating results or macroeconomic conditions deteriorate. Additionally, recently impaired intangible assets can also be more susceptible to future impairment as they are recorded on the balance sheet at their recently estimated fair values.impairments.

An impairment
Our net sales and net income may be exposed to foreign exchange rate fluctuations.
We derive a substantial portion of our net sales from international operations. We hold assets and incur liabilities, earn revenue, and pay expenses in a variety of currencies other than the carrying valueU.S. dollar, primarily the British pound sterling, euro, Australian dollar, Canadian dollar, New Zealand dollar, Brazilian real, Indonesian rupiah, Chinese renminbi, and Indian rupee. Since our consolidated financial statements are reported in U.S. dollars, fluctuations in exchange rates from period to period will have an impact on our reported results. We have implemented currency hedges intended to reduce our exposure to changes in foreign currency exchange rates. However, these hedging strategies may not be successful, and any of goodwillour 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 other indefinite-lived intangible assetsproducts for which we are paid in a different currency. As a result, factors associated with international operations, including changes in foreign currency exchange rates, could negativelysignificantly affect our operating results or net worth.of operations and financial condition.
Commodity, energy, and other input prices are volatile and could negatively affect our consolidated operating results.
We purchase and use large quantities of commodities, including dairy products, meat products, coffee beans, nuts, tomatoes, potatoes, soybean and vegetable oils, sugar and other sweeteners, corn products, tomatoes,wheat products, cucumbers, potatoes, onions, other fruits and vegetables, spices, flour,cocoa products, and wheatflour to manufacture our products. In addition, we purchase and use significant quantities of resins, metals, cardboard, glass, plastic, metal, paper, fiberboard, and other materials to package our products, and we use other inputs, such as waternatural gas and natural gas,water, to operate our facilities. We are also exposed to changes in oil prices, which influence both our packaging and transportation costs. Prices for commodities, energy, and other supplies are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, currency fluctuations, severe weather or global climate change, crop failures, or 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. Additionally, we may be unable to maintain favorable arrangements with respect to the costs of procuring raw materials, packaging, services, and transporting products, which could result in increased expenses and negatively affect our operations. Furthermore, the cost of raw materials and finished products may fluctuate due to movements in cross-currency transaction rates. Rising commodity, energy, and other input costs could materially and adversely affect our cost of operations, including the manufacture, transportation, and distribution of our products, which could materially and adversely affect our financial condition and operating results.
Although we monitor our exposure to commodity prices as an integral part of our overall risk management program, and seek to hedge against input price increases to the extent we deem appropriate, we do not fully hedge against changes in commodity prices, and our hedging strategies may not protect us from increases in specific raw materials costs. For example, hedging our costs for one of our key commodities, dairy products, is difficult because dairy futures markets are not as developed as many other commodities futures markets. Continued volatility or sustained increases in the prices of commodities and other supplies we purchase could increase the costs of our products, and our profitability could suffer. Moreover, increases in the prices of our products to cover these increased costs may result in lower sales volumes.volumes, or we may be constrained from increasing the prices of our products by competitive and consumer pressures. If we are not successful in our hedging activities, or if we are unable to price our products to cover increased costs, then commodity and other input price volatility or increases could materially and adversely affect our financial condition and operating results.
We rely onVolatility in the market value of all or a portion of the derivatives we use to manage exposures to fluctuations in commodity prices may cause volatility in our management teamgross profit and other key personnel.net income.
We dependuse commodity futures, options, and swaps to economically hedge the price of certain input costs, including dairy products, meat products, coffee beans, sugar, vegetable oils, wheat products, corn products, cocoa products, packaging products, diesel fuel, and natural gas. We recognize gains and losses based on the skills, working relationships, and continued services of key personnel, including our experienced management team. In addition, our ability to achieve our operating goals depends on our ability to identify, hire, train, and retain qualified individuals. We compete with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail to attract, train, and retain other talented personnel. Any such loss or failure could adversely affect our product sales, financial condition, and operating results.
We may be unable to realize the anticipated benefits from streamlining actions to reduce fixed costs, simplify or improve processes, and improve our competitiveness.
We have implemented a number of cost savings initiatives, including our Integration Program (as defined below), that we believe are important to position our business for future success and growth. We have evaluated changes to our organization structure 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 our cost savings initiatives. 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 be efficient in executing our plans to achieve cost savings and operate efficiently in the highly competitive food and beverage industry, particularly in an environment of increased competitive activity. To capitalize on our efforts, we must carefully evaluate investments in our business, and execute on those areas with the most potential return on investment. If we are unable to realize the anticipated benefits from our efforts, we could be cost disadvantaged in the marketplace, and our competitiveness, production, and profitability could be adversely affected.

Changes in our relationships with significant customers or suppliers could adversely impact us.
We derive significant portions of our sales from certain significant customers (see Sales and Customers within Item 1, Business, of this report). There can be no assurance that all of our significant customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past, particularly as increasingly powerful retailers may demand lower pricing and focus on developing their own brands. The loss of a significant customer or a material reduction in sales or a change in the mix of products we sell to a significant customer could materially and adversely affect our product sales, financial condition, and operating results.
Disputes with significant suppliers, including disputes related to pricing or performance, could adversely affect our ability to supply products to our customers and could materially and adversely affect our product sales, financial condition, and operating results.
In addition, the financial condition of such customers and suppliers is affected in large part by conditions and events that are beyond our control. A significant deterioration in the financial condition of significant customers and suppliers could materially and adversely affect our product sales, financial condition, and operating results.
We may not be able to successfully execute our international expansion strategy.
We plan to drive additional growth and profitability through international markets. Consumer demands, behaviors, tastes and purchasing trends may differ in international markets and, as a result, our sales may not be successful or meet expectations, or the margins on those sales may be less than currently anticipated. We may also face difficulties integrating foreign business operations with our current sourcing, distribution, information technology systems, and other operations. Any of these challenges could hinder our success in new markets or new distribution channels. There can be no assurance that we will successfully complete any planned international expansion or that any new business will be profitable or meet our expectations.
Changes in tax laws and interpretations could adversely affect our business.
We are subject to income and other taxes in the U.S. and in numerous foreign jurisdictions. Our domestic and foreign tax liabilities are dependent on the jurisdictions in which profits are determined to be earned and taxed. Additionally, the amount of taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we operate. A number of factors influence our effective tax rate, including changes in tax laws and treaties as well as the interpretation of existing laws and rules. Federal, state, and local governments and administrative bodies within the U.S., which represents a 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. For example, the Tax Cuts and Jobs Act (the “U.S. Tax Reform”) enacted on December 22, 2017 resulted in changes in our corporate tax rate, our deferred income taxes, and the taxation of foreign earnings. We are still assessing the impact of the U.S. Tax Reform, and while a number of impacts are anticipated to be positive, certain provisions may have adverse or uncertain effects. Relatedly, changes in tax laws resulting from the Organization for Economic Co-operation and Development’s (OECD) multi-jurisdictional plan of action to address “base erosion and profit sharing” could impact our effective tax rate. It is not currently possible to accurately determine the potential impact of these proposed or future changes, but these changes could have a material impact on our business.
Significant judgment, knowledge, and experience are required in determining our worldwide provision for income taxes. Our future effective tax rate is impacted by a number of factors including changes in the valuationvalues of our deferred tax assetsthese commodity derivatives. We recognize these gains and liabilities, increaseslosses in expenses not deductible for tax, including impairmentcost of goodwill in connection with acquisitions, and changes in available tax credits. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are also regularly subject to audits by tax authorities. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals. 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.
Compliance with changes in laws, regulations, and related interpretations could impact our business.
As a large, global food and beverage company, we operate in a highly-regulated environment with constantly-evolving legal and regulatory frameworks. Various laws and regulations govern production, storage, distribution, sales, advertising, labeling, including on-pack claims, information or disclosures, marketing, licensing, trade, labor, tax, and environmental matters, as well as health and safety practices. Government authorities regularly change laws and regulations and their interpretations. Our compliance with new or revised laws and regulations, or the interpretation and application of existing laws and regulations, could materially and adversely affect our product sales, financial condition, and results of operations. As a consequence of the legal and regulatory environment in which we operate, we are faced with a heightened risk of legal claims and regulatory enforcement actions.

Although we have implemented policies and procedures designed to ensure compliance with existing laws and regulations, there can be no assurance that courts or regulators will agree with our interpretations or that our employees, contractors, or agents will not violate our policies and procedures. Moreover, a failure to maintain effective control processes could lead to violations, unintentional or otherwise, of laws and regulations. Legal claims or regulatory enforcement actions arising out of our failure or alleged failure to comply with applicable laws and regulations could subject us to civil and criminal penalties that could materially and adversely affect our product sales, reputation, financial condition, and operating results. In addition, the costs and other effects of defending potential and pending litigation and administrative actions against us may be difficult to determine and could adversely affect our financial condition and operating results.
Product recalls or other product liability claims could materially and adversely affect us.
Selling products for human consumption involves inherent legal and other risks, including product contamination, spoilage, product tampering, allergens, or other adulteration. We could decide to, or be required to, recall products due to suspected or confirmed product contamination, adulteration, product mislabeling or misbranding, tampering, or other deficiencies. Product recalls or market withdrawals could result in significant losses due to their costs, the destruction of product inventory, and lost sales due to the unavailability of the product for a period of time.
We could be adversely affected if consumers lose confidence in the safety and quality of certain food products or ingredients, or the food safety system generally. Adverse attention about these types of concerns, whether or not valid, may damage our reputation, discourage consumers from buying our products, or cause production and delivery disruptions.
We may also suffer losses if our products or operations violate applicable laws or regulations, or if our products cause injury, illness, or death. In addition, our marketing could face claims of false or deceptive advertising or other criticism. 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. Moreover, even if a product liability or fraud claim is unsuccessful, has no merit, or is not pursued, the negative publicity surrounding assertions against our products or processes could materially and adversely affect our product sales, financial condition, and operating results.
Unanticipated business disruptions could adversely affect our ability to provide our products to our customers.
We have a complex network of suppliers, owned manufacturing locations, co-manufacturing locations, distribution networks, and information systems that support our ability to consistently provide our products to our customers. Factors that are hard to predict or beyond our control, such as weather, raw material shortages, natural disasters, fire or explosion, political unrest, terrorism, generalized labor unrest, or health pandemics, could damage or disrupt our operations or our suppliers’ or co-manufacturers’ operations. These disruptions may require additional resources to restore our supply chain or distribution network. If we cannot respond to disruptionssold in our operations, whether by finding alternative suppliers or replacing capacity at key manufacturing or distribution locations, or if we are unableconsolidated statements of income to quickly repair damage to our information, production, or supply systems, we may be late in delivering, or be unable to deliver, products to our customers and may also be unable to track orders, inventory, receivables, and payables. If that occurs, our customers’ confidence in us and long-term demand for our products could decline. Any of these events could materially and adversely affect our product sales, financial condition, and operating results.
We may not successfully identify or complete strategic acquisitions, alliances, divestitures or joint ventures.
From time to time, we may evaluate acquisition candidates, alliances, or joint ventures that may strategically fit our business objectives or we may consider divesting businesses that do not meet our strategic objectives or growth or profitability targets. These activities may present financial, managerial, and operational risks including, but not limited to, diversion of management’s attention from existing core businesses, difficulties 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. Activities in such areas are regulated by numerous antitrust and competition laws in the United States, the European Union, and other jurisdictions, and we may be required to obtain the approval of acquisition and joint venture transactions by competition authorities, as well as to satisfy other legal requirements.
To the extent we undertake acquisitions, alliances, joint ventures, or other developments outsideutilize the underlying input in our core regions ormanufacturing process. We recognize these gains and losses in new categories,general corporate expenses in our segment operating results until we may face additional risks relatedsell the underlying products, at which time we reclassify the gains and losses to such developments. For example, risks related to foreign operations include compliance with U.S. laws affecting operations outside of the United States, such as the FCPA, currency rate fluctuations, compliance with foreign regulations and laws, including tax laws, and exposure to politically and economically volatile developing markets. Any of these factors could materially and adversely affect our product sales, financial condition, andsegment operating results.

Our performance may be adversely affected by economic and political conditions Accordingly, changes in the United States and in various other nations where we do business.
Our performance has been in the past andvalues of our commodity derivatives may continue in the future to be impacted by economic and political conditions in the United States and in other nations where we do business. Economic and financial uncertaintiescause volatility in our international markets, including uncertainties surrounding the United Kingdom's impending withdrawal from the European Union (commonly referred to as “Brexit”)gross profit and changes to major international trade arrangements (e.g., the North American Free Trade Agreement), could negatively impact our operations and sales. Other factors impacting our operations in the United States and in international locations where we do business include export and import restrictions, currency exchange rates, currency devaluation, cash repatriation restrictions, recessionary conditions, foreign ownership restrictions, nationalization, the impact of hyperinflationary environments, terrorist acts, and political unrest. Such factors in either domestic or foreign jurisdictions could materially and adversely affect our product sales, financial condition, and operating results. For further information on Venezuela, see Note 13, Venezuela - Foreign Currency and Inflation, to the consolidated financial statements.
Volatility of capital markets or macro-economic factors could adversely affect our business.
Changes in financial and capital markets, including market disruptions, limited liquidity, and interest rate volatility, may increase the cost of financing as well as the risks of refinancing maturing debt. In addition, our borrowing costs can be affected by short and long-term ratings assigned by rating organizations. A decrease in these ratings could limit our access to capital markets and increase our borrowing costs, which could materially and adversely affect our financial condition and operating results.

Some of our customers and counterparties are highly leveraged. Consolidations in some of the industries in which our customers operate have created larger customers, some of which are highly leveraged and facing increased competition and continued credit market volatility. These factors have caused some customers to be less profitable and increased our exposure to credit risk. A significant adverse change in the financial and/or credit position of a customer 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.net income.
Our results could be adversely impacted as a result of increased pension, labor, and people-related expenses.
Inflationary pressures and any shortages in the labor market could increase labor costs, which could have a material adverse effect on our consolidated operating results or financial condition. 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. Additionally, the annual costs of benefits vary with increased costs of health care and the outcome of collectively-bargained wage and benefit agreements.


Furthermore, we may be subject to increased costs or experience adverse effects to our operating results if we are unable to renew collectively bargained agreements on satisfactory terms. Our financial condition and ability to meet the needs of our customers could be materially and adversely affected if strikes or work stoppages and interruptions occur as a result of delayed negotiations with union-represented employees both in and outside of the United States.
VolatilityRegulatory Risks
Compliance with laws, regulations, and related interpretations and related legal claims or other regulatory enforcement actions could impact our business, and we face additional risks and uncertainties related to any potential actions resulting from the SEC’s ongoing investigation, as well as potential additional subpoenas, litigation, and regulatory proceedings.
As a large, global food and beverage company, we operate in a highly-regulated environment with constantly-evolving legal and regulatory frameworks. Various laws and regulations govern production, storage, distribution, sales, advertising, labeling, including on-pack claims, information or disclosures, marketing, licensing, trade, labor, tax, environmental matters, privacy, as well as health and safety and data protection practices. Government authorities regularly change laws and regulations and their interpretations. In particular, Brexit could result in a new regulatory regime in the market value of allUnited Kingdom that may or a portionmay not follow that of the derivatives we useEuropean Union, and the creation of new and divergent laws and regulations could increase the cost and complexity of our compliance. In addition, this shift in regime could create a number of legal and accounting complexities with respect to manage exposures to fluctuations in commodity prices may cause volatility in our operating results and net income.
We use commodity futures and options to partially hedgeexisting relationships, including uncertainty regarding the pricecontinuity of certain input costs, including dairy products, coffee beans, meat products, wheat, corn products, soybean oils, sugar and natural gas. Changescontracts entered into by entities in the valuesUnited Kingdom or the European Union. Our compliance with new or revised laws and regulations, or the interpretation and application of these derivatives are currently recorded in net income, resulting in volatility in both gross profitsexisting laws and net income. We report these gainsregulations, could materially and losses in cost of products sold in our consolidated statements of income to the extent we utilize the underlying input in our manufacturing process. We report these gains and losses in general corporate expenses in our segment operating results until we sell the underlying products, at which time we reclassify the gains and losses to segment operating results. We may experience volatile earnings as a result of these accounting treatments.

Our net sales and net income may be exposed to exchange rate fluctuations.
We derive a substantial portion of our net sales from international operations. We hold assets and incur liabilities, earn revenue, and pay expenses in a variety of currencies other than the U.S. dollar, primarily the British pound sterling, euro, Australian dollar, Canadian dollar, New Zealand dollar, Brazilian real, Indonesian rupiah, and Chinese renminbi. Since our consolidated financial statements are denominated in U.S. dollars, fluctuations in exchange rates from period to period will have an impact on our reported results. We have implemented currency hedges intended to reduce our exposure to changes in foreign currency exchange rates. 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. As a result, factors associated with international operations, including changes in foreign currency exchange rates, could significantlyadversely affect our results of operations and financial condition.
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 rely on information technology networks and systems, including the Internet, to process, transmit, and store electronic and financial information, to manage a variety of business processes and activities, and to comply with regulatory, legal, and tax requirements. We also depend on our information technology infrastructure for digital marketing activities and for electronic communications among our locations, personnel, customers, and suppliers. These information technology systems, some of which are managed by third parties, may be susceptible to damage, invasions, disruptions, or shutdowns due to hardware failures, computer viruses, hacker attacks, and other cybersecurity risks, telecommunication failures, user errors, catastrophic events or other factors. If our information technology systems suffer severe damage, disruption, or shutdown, by unintentional or malicious actions of employees and contractors or by cyber-attacks, and our business continuity plans do not effectively resolve the issues in a timely manner, we could experience business disruptions, reputational damage, transaction errors, processing inefficiencies, the leakage of confidential information, and the loss of customers and sales, causing our product sales, financial condition, and operating results of operations. As a consequence of the legal and regulatory environment in which we operate, we are faced with a heightened risk of legal claims and regulatory enforcement actions.
As previously disclosed on February 21, 2019, we received a subpoena in October 2018 from the SEC related to our procurement area, specifically the accounting policies, procedures, and internal controls related to our procurement function, including, but not limited to, agreements, side agreements, and changes or modifications to agreements with our suppliers. Following the receipt of this subpoena, we, together with external counsel and forensic accountants, and subsequently, under the oversight of the Audit Committee, conducted an internal investigation into our procurement area and related matters. The SEC has issued additional subpoenas seeking information related to our financial reporting, internal controls, disclosures, our assessment of goodwill and intangible asset impairments, our communications with certain shareholders, and other procurement-related information and materials in connection with its investigation. The United States Attorney’s Office for the Northern District of Illinois (“USAO”) is also reviewing this matter. We and certain of our current and former officers and directors are currently defendants in a consolidated securities class action lawsuit, a class action lawsuit brought under the Employee Retirement Income Security Act (“ERISA”), a consolidated stockholder derivative action pending in federal court, and eight stockholder derivative actions pending in the Delaware Court of Chancery.
We are cooperating with the SEC and USAO, and intend to vigorously defend the civil lawsuits. We are unable, at this time, to estimate our potential liability in these matters. In connection with the securities and ERISA class action lawsuits and the stockholder derivative actions, we may be required to pay judgments, settlements, or other penalties and incur other costs and expenses. See Item 3, Legal Proceedings, and Note 17, Commitments and Contingencies, in Item 8, Financial Statements and Supplementary Data, for additional information.
In connection with the SEC and USAO investigations, we could be required to pay significant civil or criminal penalties and become subject to injunctions, cease and desist orders, and other equitable remedies. The SEC and USAO investigations have not been resolved as of the filing of this Annual Report on Form 10-K. We can provide no assurances as to the outcome or timing of any governmental or regulatory investigation.
We have incurred, and may continue to incur, significant expenses related to legal, accounting, and other professional services in connection with the internal investigation, the SEC investigation, and related legal and regulatory matters. These expenses have adversely affected, and could continue to adversely affect, our business, financial condition, and cash flows.
As a result of matters associated with the reportinginternal investigation related to the SEC investigation and various lawsuits, we are exposed to greater risks associated with litigation, regulatory proceedings, and government enforcement actions and additional subpoenas. Any future investigations or additional lawsuits may have a material adverse effect on our business, financial condition, results of operations, and cash flows.


We identified material weaknesses in our internal control over financial results to be delayed.
In addition, ifreporting. If we are unable to prevent security breachesremediate these material weaknesses, or disclosureif we experience additional material weaknesses or other deficiencies in the future or otherwise fail to maintain an effective system of non-public information,internal controls, we may not be able to accurately and timely report our financial results, in which case our business may be harmed, investors may lose confidence in the accuracy and completeness of our financial reports, and the price of our common stock may decline.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal control. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). As a public company, we are required to comply with the Sarbanes-Oxley Act and other rules that govern public companies. In particular, we are required to certify our compliance with Section 404 of the Sarbanes-Oxley Act, which requires us to furnish annually a report by management on the effectiveness of our internal control over financial reporting. In addition, our independent registered public accounting firm is required to report on the effectiveness of our internal control over financial reporting.
Consistent with the prior year and in connection with our 2019 year-end assessment of internal control over financial reporting, we determined that, as of December 28, 2019, we did not maintain effective internal control over financial reporting because of a material weakness in our risk assessment process related to designing and maintaining controls sufficient to appropriately respond to changes in our business environment. This material weakness in risk assessment also contributed to a material weakness arising from supplier contracts and related arrangements, and we have taken and are taking certain remedial steps to improve our internal control over financial reporting. For further discussion of the material weaknesses identified and our remedial efforts, see Item 9A, Controls and Procedures.
Remediation efforts place a significant burden on management and add increased pressure to our financial resources and processes. As a result, we may not be successful in making the improvements necessary to remediate the material weaknesses identified by management, be able to do so in a timely manner, or be able to identify and remediate additional control deficiencies, including material weaknesses, in the future.
If we are unable to successfully remediate our existing or any future material weaknesses or other deficiencies in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected; our liquidity, our access to capital markets, the perceptions of our creditworthiness, and our ability to complete acquisitions may be adversely affected; we may be unable to maintain compliance with applicable securities laws, The Nasdaq Stock Market LLC (“Nasdaq”) listing requirements, and the covenants under our debt instruments or derivative arrangements regarding the timely filing of periodic reports; we may be subject to regulatory investigations and penalties; investors may lose confidence in our financial reporting; we may suffer defaults, accelerations, or cross-accelerations under our debt instruments or derivative arrangements to the extent we are unable to obtain waivers from the required creditors or counterparties or are unable to cure any breaches; and our stock price may decline.
Our failure to prepare and timely file our periodic reports with the SEC limits our access to the public markets to raise debt or equity capital.
We did not file our Annual Report on Form 10-K for the year ended December 29, 2018 or our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2019 within each respective timeframe required by the SEC, meaning we did not remain current in our reporting requirements with the SEC. As such, we are not currently eligible to use a registration statement on Form S-3 that would allow us to continuously incorporate by reference our SEC reports into the registration statement, or to use “shelf” registration statements to conduct offerings, until we have maintained our status as a current filer for approximately one year. This limits our ability to access the public markets to raise debt or equity capital, which could prevent us from pursuing transactions or implementing business strategies that we might otherwise believe are beneficial to our business. If we wish to pursue a public offering now, we would be required to file a registration statement on Form S-1 and have it reviewed and declared effective by the SEC. Doing so would likely take significantly longer than using a registration statement on Form S-3 and increase our transaction costs, and the necessity of using a Form S-1 for a public offering of registered securities could, to the extent we are not able to conduct offerings using alternative methods, adversely impact our ability to raise capital or complete acquisitions of other companies in a timely manner.


We restated certain of our previously issued consolidated financial statements, which resulted in unanticipated costs and may affect investor confidence and raise reputational damage, litigation or remediation costs, fines, or penalties becauseissues.
As discussed in the Explanatory Note, in Note 2, Restatement of Previously Issued Consolidated Financial Statements, and in Note 23, Quarterly Financial Data (Unaudited), in our Annual Report on Form 10-K for the year ended December 29, 2018, we restated our consolidated financial statements and related disclosures for the years ended December 30, 2017 and December 31, 2016 and restated each of the unauthorized disclosurequarterly and year-to-date periods for the nine months ended September 29, 2018 and for fiscal year 2017, following the identification of confidential information belongingmisstatements as a result of the internal investigation conducted. We do not believe that the misstatements were quantitatively material to usany period presented in our prior financial statements. However, due to the qualitative nature of the matters identified in our internal investigation, including the number of years over which the misconduct occurred and the number of transactions, suppliers, and procurement employees involved, we determined that it would be appropriate to correct the misstatements in our previously issued consolidated financial statements by restating such financial statements. The restatement also included corrections for additional identified out-of-period and uncorrected misstatements in the impacted periods. As a result, we incurred unanticipated costs for accounting and legal fees in connection with or related to our partners, customers, consumers, or suppliers.
Misuse, leakage, or falsification of information could result in violations of data privacy lawsthe restatement, and regulations, damage to our reputation and credibility, loss of opportunities to acquire or divest of businesses or brands, and loss of ability to commercialize products developed through research and development efforts and, therefore, could have a negative impact on net sales. In addition, we may suffer financial and reputational damage because of lost or misappropriated confidential information belonging to us, our current or former employees, or to our suppliers or consumers, and may become subject to legal actiona number of additional risks and increased regulatory oversight. We could also be required to spend significantuncertainties, which may affect investor confidence in the accuracy of our financial disclosures and other resources to remedy the damage caused by a security breach or to repair or replace networks and information systems.may raise reputational issues for our business.
Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brands.
We consider our intellectual property rights, particularly and most notably our trademarks, but also our patents, trade secrets, trade dress, copyrights, and licensing agreements, to be a significant and valuable aspect of our business. We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright, trade secret, and trade secretdress laws, as well as licensing agreements, third-party nondisclosure and assignment agreements, and policing of third-party misuses of our intellectual property. Our failure to obtaindevelop or adequately protect our trademarks, products, new features of our products, or our technology, or any change in law or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness and could materially harm our business.business and financial condition. We also license certain intellectual property, most notably trademarks, from third parties. To the extent that we are not able to contract with these third parties on favorable terms or maintain our relationships with these third parties, our rights to use certain intellectual property could be impacted.
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. 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.

Our results of operations could be affected by natural eventsChanges in the locations in which we or our customers, suppliers or regulators operate.
We may be impacted by severe weathertax laws and other geological events, including hurricanes, earthquakes, floods or tsunamis that could disrupt our operations or the operations of our customers, suppliers, and regulators. Natural disasters or other disruptions at any of our facilities or our suppliers’ facilities may impair or delay the delivery of our products. Influenza or other pandemics could disrupt production of our products, reduce demand for certain of our products, or disrupt the marketplace in the foodservice or retail environment with consequent material adverse effects on our results of operations. While we insure against many of these events and certain business interruption risks, we cannot provide any assurance that such insurance will compensate us for any losses incurred as a result of natural or other disasters. To the extent we are unable to, or cannot, financially mitigate the likelihood or potential impact of such events, or effectively manage such events if they occur, particularly when a product is sourced from a single location, there could be a material adverse effect on our business and results of operations, and additional resources could be required to restore our supply chain.
Our level of indebtednessinterpretations could adversely affect our business.
We are subject to income and other taxes in the United States and in numerous foreign jurisdictions. Our domestic and foreign tax liabilities are dependent on the jurisdictions in which profits are determined to be earned and taxed. Additionally, the amount of taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we operate. A number of factors influence our effective tax rate, including changes in tax laws and treaties as well as the interpretation of existing laws and rules. 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. For example, the Tax Cuts and Jobs Act (the “U.S. Tax Reform”) enacted on December 22, 2017 resulted in changes in our corporate tax rate, our deferred income taxes, and the taxation of foreign earnings. Relatedly, changes in tax laws resulting from the Organization for Economic Co-operation and Development’s (“OECD”) multi-jurisdictional plan of action to address base erosion and profit sharing (“BEPS”) could impact our effective tax rate. It is not currently possible to accurately determine the potential comprehensive impact of these or future changes, but these changes could have a substantial amountmaterial impact on our business and financial condition.


Significant judgment, knowledge, and experience are required in determining our worldwide provision for income taxes. Our future effective tax rate is impacted by a number of indebtedness,factors including changes in the valuation of our deferred tax assets and liabilities, changes in geographic mix of income, increases in expenses not deductible for tax, including impairment of goodwill, and changes in available tax credits. In the ordinary course of our business, there are permittedmany transactions and calculations where the ultimate tax determination is uncertain. We are also regularly subject to incur a substantial amountaudits by tax authorities. Although we believe our tax estimates are reasonable, the final determination of additional indebtedness, including secured debt. Our existing debt, together withtax audits and any incurrencerelated litigation could be materially different from our historical income tax provisions and accruals. Economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes more difficult. The results 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 corporatean audit or other purposes;
resulting in a downgrade to our credit rating, whichlitigation could adversely affect our cost of funds, 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 flows 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, capital expenditures and future business opportunities;
exposing us to risks related to fluctuations in foreign currency as we earn profits in a variety of currencies around the world and substantially all of our debt is denominated in U.S. dollars; and
financial statements in the case of any additional indebtedness, exacerbating the risks associated with our substantial financial leverage.period or periods for which that determination is made.
In addition, there can be no assurance that we will generate sufficient cash flow from operations or that future debt or equity financings will be available to us to enable us to pay our indebtedness or to fund other needs. As a result, we may need to refinance all or a portion of our indebtedness on or before maturity. There is no assurance that we will be able to refinance any of our indebtedness on favorable terms, or at all. Any inability to generate sufficient cash flow or to refinance our indebtedness on favorable terms could have a material adverse effect on our financial condition.Registered Securities Risks
The creditors who hold our debt could also accelerate amounts due in the event that we default, which could potentially trigger a default or acceleration of the maturity of our other debt. If our operating performance declines, we may in the future need to obtain waivers from the required creditors under our indebtedness instruments to avoid being in default. If we breach the covenants under our indebtedness instruments and seek a waiver, we may not be able to obtain a waiver from the required creditors. If this occurs, we would be in default under our indebtedness instruments, the creditors could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

The Sponsors have substantial control over us and may have conflicts of interest with us in the future.
The Sponsors own approximately 51% of our common stock. Six of our 11 directors had been directors of Heinz prior to the closing of the 2015 Merger and remained directors of Kraft Heinz pursuant to the merger agreement. In addition, some of our executive officers, including Bernardo Hees, our Chief Executive Officer, are partners of 3G Capital, one of the Sponsors. As a result, the Sponsors have the potential to exercise influence over management and have substantial control over decisions of our Board of Directors as well as 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 our assets. In addition, to the extent that the Sponsors collectively hold a majority of our common stock, they together would have the power to take shareholder action by written consent to adopt amendments to our charter or take other actions, such as corporate transactions, that require the vote of holders of a majority of our outstanding common stock. The directors designated by the Sponsors may have significant authority to effect decisions affecting our capital structure, including the issuance of additional capital stock, incurrence of additional indebtedness, the implementation of stock repurchase programs and the decision of whether or not to declare dividends. Additionally, the Sponsors are 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. The Sponsors may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. So long as the Sponsors continue to own a significant amount of our equity, they will continue to be able to strongly influence or effectively control our decisions.
Future salesSales of our common stock in the public market could cause volatility in the price of our common stock or cause the share price to fall.
Sales of a substantial number of shares of our common stock in the public market, sales of our common stock by the Sponsors, or the perception that these sales might occur, could depress the market price of our common stock, and could impair our ability to raise capital through the sale of additional equity securities. A sustained depression in the market price of our common stock has happened (which was a contributing factor to our decision to perform interim impairment tests for certain reporting units and brands in 2018 and 2019, for which we ultimately recorded impairment losses) and could in the future happen, which could also reduce our market capitalization below the book value of net assets, which could increase the likelihood of recognizing goodwill or indefinite-lived intangible asset impairment losses that could negatively affect our financial condition and results of operations.
Kraft Heinz, 3G Capital, and Berkshire Hathaway entered into a registration rights agreement requiring us to register for resale under the Securities Act all registrable shares held by 3G Capital and Berkshire Hathaway, which represents all shares of our common stock held by the Sponsors as of the date of the closing of the 2015 Merger. As of the closing of the 2015 Merger,December 28, 2019, registrable shares represented approximately 51%47% of all outstanding shares of our outstanding common stock on a fully diluted basis.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. Accordingly, offers and sales of a large number of registrable shares may be made uponpursuant to an effective registration of such shares withstatement under the SECSecurities Act in accordance with the terms of the registration rights agreement. Registration and salesSales of our common stock effected pursuantby the Sponsors to the registration rights agreement willother persons would likely result in an increase in the number of shares being soldtraded in the public market and may increase the volatility of the price of our common stock.
Our ability to pay regular dividends to our shareholders isand the amounts of any such dividends are subject to the discretion of the Board of Directors and may be limited by our financial condition, debt agreements, or limitations under Delaware law.
Although it is currently anticipated that we will continue to pay regular quarterly dividends, any such determination to pay dividends and the amounts thereof will be at the discretion of the Board of Directors and will be dependent on then-existing conditions, including our financial condition, income, legal requirements, including limitations under Delaware law, debt agreements, and other factors the Board of Directors deems relevant. The Board of Directors has decided, and may in the future decide, in its sole discretion, to change the amount or frequency of dividends or discontinue the payment of dividends entirely. For these reasons, shareholders will not be able to rely on dividends to receive a return on investment. Accordingly, realization of any gain on shares of our common stock may depend on the appreciation of the price of our common stock, which may never occur.

Volatility of capital markets or macroeconomic factors could adversely affect our business.
Changes in financial and capital markets, including market disruptions, limited liquidity, uncertainty regarding Brexit in the transition period and beyond, and interest rate volatility, may increase the cost of financing as well as the risks of refinancing maturing debt. Our U.S. dollar variable rate debt uses LIBOR as a benchmark for determining interest rates and the Financial Conduct Authority in the United Kingdom intends to phase out LIBOR by the end of 2021. While we do not expect that the transition from LIBOR, including any legal or regulatory changes made in response to its future phase out, or the risks related to its discontinuance will have remediateda material effect on our financing costs, the previously-identified material weaknessimpact is uncertain at this time.
Some of our customers and counterparties are highly leveraged. Consolidations in some of the industries in which our customers operate have created larger customers, some of which are highly leveraged and facing increased competition and continued credit market volatility. These factors have caused some customers to be less profitable, increasing our exposure to credit risk. A significant adverse change in the financial and/or credit position of a customer 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.


A downgrade in our internal control over financial reporting, we may identify other material weaknesses in the future.credit rating could adversely impact interest costs or access to future borrowings.
In November 2017, we restated our consolidated financial statements for the quarters ended April 1, 2017 and July 1, 2017 in order to correctly classify cash receipts from the payments on sold receivables (which are cash receipts on the underlying trade receivables that have already been securitized) to cash provided by investing activities (from cash provided by operating activities) within our condensed consolidated statements of cash flows. In connection with these restatements, management identified a material weakness in our internal control over financial reporting related to the misapplication of Accounting Standards Update 2016-15. Specifically, we did not maintain effective controls over the adoption of new accounting standards, including communication with the appropriate individuals in coming to our conclusions on the application of new accounting standards. As a result of this material weakness, our management concluded that we did not maintain effective internal control over financial reporting as of April 1, 2017 and July 1, 2017. While we have remediated the material weakness and our management has determined that our disclosure controls and procedures were effective as of December 30, 2017, thereOur borrowing costs can be no assurance thataffected by short and long-term credit ratings assigned by rating organizations. A decrease in these credit ratings could limit our controls will remain adequate. The effectiveness ofaccess to capital markets and increase our internal control over financial reporting is subject to various inherent limitations, including judgments used in decision-making, the nature and complexity of the transactions we undertake, assumptions about the likelihood of future events, the soundness of our systems, cost limitations, and other limitations. If other material weaknesses or significant deficiencies in our internal control are discovered or occur in the future or we otherwise must restate our financial statements, itborrowing costs, which could materially and adversely affect our business and results of operations or financial condition restrictand operating results. On February 14, 2020, Moody’s Investor Services, Inc. (“Moody’s”) affirmed our abilitylong-term credit rating of Baa3 with a negative outlook and Fitch Ratings (“Fitch”) and S&P Global Ratings (“S&P”) downgraded our long-term credit rating from BBB- to BB+ with a stable outlook from Fitch and a negative outlook from S&P. The downgrades by Fitch and S&P reduce our senior debt below investment grade, potentially resulting in higher borrowing costs on future financings and potentially limiting access the capital markets, requireto our commercial paper program and other sources of funding which may result in us having to expend significant resourcesuse more expensive sources of liquidity, such as our Senior Credit Facility. These downgrades do not constitute a default or event of default under our debt instruments. However, as two ratings agencies have downgraded our long-term credit rating to correct the weaknesses or deficiencies,below investment grade status, we are subject us to fines, penalties, investigations or judgments, harmcertain financial covenants in our reputation, or otherwise cause a decline in investor confidence.4.875% Second Lien Senior Secured Notes due February 15, 2025 (the “2025 Notes”).
Item 1B. Unresolved Staff Comments.
None.
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 U.S. 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.
We manufacture our products in our network of manufacturing and processing facilities located throughout the world. As of December 30, 2017,28, 2019, we operated 83 manufacturing and processing facilities. We own 80 and lease three of these facilities. Our manufacturing and processing facilities count by segment as of December 30, 201728, 2019 was:
Owned LeasedOwned Leased
United States41 140 1
Canada2 1 1
Europe11 
EMEA13 
Rest of World26 226 1
We maintain all of our manufacturing and processing facilities in good condition and believe they are suitable and are adequate for our present needs. We also enter into co-manufacturing arrangements with third parties if we determine it is advantageous to outsource the production of any of our products.
In 2019, we divested certain assets and operations, predominantly in Canada and India, including one owned manufacturing facility in Canada and one owned and one leased facility in India. See Note 4, Acquisitions and Divestitures, in Item 8, Financial Statements and Supplementary Data, for additional information on these transactions.
Item 3. Legal Proceedings.
We are routinely involvedSee Note 17, Commitments and Contingencies, in legal proceedings, claims,Item 8, Financial Statements and governmental inquiries, inspections or investigations (“Legal Matters”) arising in the ordinary course of our business. While we cannot predict with certainty the results of Legal Matters in which we are currently involved or may in the future be involved, we do not expect that the ultimate costs to resolve any of the Legal Matters that are currently pending will have a material adverse effect on our financial condition or results of operations.Supplementary Data.
Item 4. Mine Safety Disclosures.
Not applicable.

PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is listed on NASDAQNasdaq under the ticker symbol “KHC”. At February 10, 2018,8, 2020, there were approximately 53,00047,000 holders of record of our common stock.
Our stock began publicly trading on July 6, 2015. Our quarterly highestSee Equity and lowest market pricesDividends in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a discussion of cash dividends declared are:
 2017 Quarters 2016 Quarters
 First Second Third Fourth First Second Third Fourth
Market price-high$97.77
 $93.88
 $90.38
 $82.48
 $79.16
 $89.40
 $90.54
 $90.15
Market price-low85.41
 85.45
 77.40
 75.21
 68.18
 76.64
 84.25
 79.69
Dividends declared0.60
 0.60
 0.625
 0.625
 0.575
 0.575
 0.60
 0.60
on our common stock.
Comparison of Cumulative Total Return


The following graph compares the cumulative total return on our common stock with the cumulative total return of the Standard & Poor's (“S&P”) 500 Index and the S&P Consumer Staples Food and Soft Drink Products, which we consider to be our peer group. 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, 2019. This graph covers the period from July 6, 2015 (the first day our common stock began trading on NASDAQ)Nasdaq) through December 29, 201727, 2019 (the last trading day of our fiscal year)year 2019). The graph shows total shareholder return assuming $100 was invested on July 6, 2015 and the dividends were reinvested on a daily basis.
tsrreport2019a02.jpg
 Kraft Heinz S&P 500 S&P Consumer Staples Food Products
July 6, 2015$100.00
 $100.00
 $100.00
December 31, 2015102.07
 99.85
 107.48
December 30, 2016125.99
 111.79
 117.49
December 29, 2017115.44
 136.20
 118.95
Companies included in the S&P Consumer Staples Food Products index change periodically. During 2017, Mead Johnson Nutrition Company was removed from the index, therefore it is excluded from the table and chart above.
 Kraft Heinz S&P 500 S&P Consumer Staples Food and Soft Drink Products
July 6, 2015$100.00
 $100.00
 $100.00
December 31, 2015102.07
 99.85
 110.18
December 30, 2016125.99
 111.79
 114.98
December 29, 2017115.44
 136.20
 128.53
December 28, 201867.49
 129.11
 121.93
December 27, 201951.78
 171.50
 157.80
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.


Issuer Purchases of Equity Securities During the Three Months Ended December 30, 201728, 2019
Our share repurchase activity in the three months ended December 30, 201728, 2019 was:
  
Total Number
of Shares(a)
 
Average Price 
Paid Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(b)
 Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
10/1/2017 - 11/4/2017 648
 $77.25
 
 $
11/5/2017 - 12/2/2017 
 
 
 
12/3/2017 - 12/30/2017 1,428
 80.46
 
 
For the Three Months Ended December 30, 2017 2,076
   
  
  
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
9/29/2019 - 11/2/2019 15,166
 $27.84
 
 $
11/3/2019 - 11/30/2019 128,625
 32.19
 
 
12/1/2019 - 12/28/2019 43,491
 31.48
 
 
Total 187,282
   
  
(a) 
Includes the following types of share repurchase activity, when they occur: (1) shares repurchased in connection with the exercise of stock options (including periodic repurchases using option exercise proceeds), (2) shares withheld for tax liabilities associated with the vesting of RSUs,restricted stock units, and (3) shares repurchased related to employee benefit programs (including our annual bonus swap program) or to offset the dilutive effect of equity issuances.
(b) 
We do not have any publicly announced share repurchase plans or programs.
Item 6. Selected Financial Data.
Periods Presented:
On June 7, 2013, H. J. Heinz Company was acquired by Heinz (formerly known as Hawk Acquisition Holding Corporation), a Delaware corporation controlled by the Sponsors, pursuant to the Agreement and Plan of Merger, dated February 13, 2013, as amended by the Amendment to Agreement and Plan of Merger, dated March 4, 2013, by and among H. J. Heinz Company, Heinz, and Hawk Acquisition Sub, Inc. (“Hawk”).
The 2013 Merger established a new accounting basis for Heinz. Accordingly, the consolidated financial statements present both predecessor and successor periods, which relate to the accounting periods preceding and succeeding the completion of the 2013 Merger. The predecessor and successor periods are separated by a vertical line to highlight the fact that the financial information for such periods has been prepared under two different historical-cost bases of accounting.
Additionally, on October 21, 2013, our Board of Directors approved a change in our fiscal year-end from the Sunday closest to April 30 to the Sunday closest to December 31. In 2013, as a result of the change in fiscal year-end, the 2013 Merger, and the creation of Hawk, there are three 2013 reporting periods as described below.
The “Successor” (Heinz, renamed to The Kraft Heinz Company at the closing of the 2015 Merger) period includes:
The consolidated financial statements for the year ended December 30, 2017 (a 52-week period, including a full year of Kraft Heinz results);
The consolidated financial statements for the year ended December 31, 2016 (a 52-week period, including a full year of Kraft Heinz results);
The consolidated financial statements for the year ended January 3, 2016 (a 53-week period, including a full year of Heinz results and post-2015 Merger results of Kraft);
The consolidated financial statements for the year ended December 28, 2014 (a 52-week period, including a full year of Heinz results); and
The period from February 8, 2013 through December 29, 2013 (the “2013 Successor Period”), reflecting:
The creation of Hawk on February 8, 2013 and the activity from February 8, 2013 to June 7, 2013, which related primarily to the issuance of debt and recognition of associated issuance costs and interest expense; and
All activity subsequent to the 2013 Merger. Therefore, the 2013 Successor Period includes 29 weeks of operating activity (June 8, 2013 to December 29, 2013). We indicate in the selected financial data table the weeks of operating activities in this period.
The “Predecessor” (H. J. Heinz Company) period includes, but is not limited to:
The consolidated financial statements of H. J. Heinz Company prior to the 2013 Merger on June 7, 2013, which includes the period from April 29, 2013 through June 7, 2013 (the “2013 Predecessor Period”); this represents six weeks of activity from April 29, 2013 through the 2013 Merger; and
The consolidated financial statements of H. J. Heinz Company for the fiscal year from April 30, 2012 to April 28, 2013 (“Fiscal 2013”).

Selected Financial Data:
The following table presents selected consolidated financial data for the last five fiscal years. Our fiscal years 2019, 2018, 2017, and 2016 include a full year of Kraft Heinz results. Our fiscal year 2015 2014, the 2013 Successor Period, the 2013 Predecessor Period,includes a full year of Heinz results and Fiscal 2013.post-merger Kraft results.
Successor 
Predecessor
(H. J. Heinz Company)
        (Unaudited)
December 30,
2017
(52 weeks)
 
December 31,
2016
(52 weeks)
(a)
 January 3,
2016
(53 weeks)
 December 28,
2014
(52 weeks)
 
February 8 - December 29,
2013
(29 weeks)
 April 29 - June 7,
2013
(6 weeks)
 
April 28,
2013
(52 weeks)
December 28,
2019
(52 weeks)
 
December 29,
2018
(52 weeks)
 December 30,
2017
(52 weeks)
 
December 31,
2016
(52 weeks)
(g)
 January 3,
2016
(53 weeks)
(in millions, except per share data)(in millions, except per share data)
Period Ended:                      
Net sales(d)(a)
$26,232
 $26,487
 $18,338
 $10,922
 $6,240
 $1,113
 $11,529
$24,977
 $26,268
 $26,076
 $26,300
 $18,318
Income/(loss) from continuing operations(b)
10,990
 3,642
 647
 672
 (66) (191) 1,102
Income/(loss) from continuing operations attributable to common shareholders(b)
10,999
 3,452
 (266) (63) (1,118) (194) 1,088
Income/(loss) from continuing operations per common share(b):
             
Income/(loss)(b)(c)(d)
1,933
 (10,254) 10,932
 3,606
 614
Income/(loss) attributable to common shareholders(b)(c)(d)
$1,935
 (10,192) 10,941
 3,416
 (299)
Income/(loss) per common share:         
Basic(d)9.03
 2.84
 (0.34) (0.17) (2.97) (0.60) 3.39
$1.59
 (8.36) 8.98
 2.81
 (0.38)
Diluted(d)8.95
 2.81
 (0.34) (0.17) (2.97) (0.60) 3.37
1.58
 (8.36) 8.91
 2.78
 (0.38)
         
      (Unaudited)
December 28,
2019
 December 29,
2018
 December 30,
2017
 December 31,
2016
 January 3,
2016
(in millions, except per share data)
As of:                      
Total assets(d)
120,232
 120,480
 122,973
 36,571
 38,681
 NA
 12,920
Long-term debt(c)(d)
28,333
 29,713
 25,151
 13,358
 14,326
 NA
 3,830
Redeemable preferred stock
 
 8,320
 8,320
 8,320
 NA
 
Total assets(c)
101,450
 103,461
 120,092
 120,617
 123,110
Long-term debt(e)
28,216
 30,770
 28,308
 29,712
 25,148
Redeemable preferred stock(f)

 
 
 
 8,320
Cash dividends per common share2.45
 2.35
 1.70
 
 
 
 2.06
1.60
 2.50
 2.45
 2.35
 1.70
(a)The increase in net sales in 2016 compared to the prior year was primarily driven by the 2015 Merger.
(b)
(a)The increases in income/(loss), income/(loss) attributable to common shareholders, and basic and diluted income/(loss) per common share in 2017 compared to 2016 were primarily driven by U.S. Tax Reform, which was enacted in December 2017. See Note 10, Income Taxes, in Item 8, Financial Statements and Supplementary Data, for additional information.
(c)
The decreases in income/(loss), income/(loss) attributable to common shareholders, and basic and diluted income/(loss) per common share in 2018 compared to 2017, and the decrease in total assets from December 30, 2017 to December 29, 2018, were primarily driven by non-cash impairment losses in 2018. See Note 9, Goodwill and Intangible Assets, in Item 8, Financial Statements and Supplementary Data, for additional information.
(d)
The increases in income/(loss), income/(loss) attributable to common shareholders, and basic and diluted income/(loss) per common share in 2019 compared to 2018, were primarily driven by higher non-cash impairment losses in 2018. See Note 9, Goodwill and Intangible Assets, in Item 8, Financial Statements and Supplementary Data, for additional information.
(e)Amounts exclude the current portion of long-term debt.
(f)
On June 7, 2016, we redeemed all outstanding shares of our 9.00% cumulative compounding preferred stock, Series A. See Equity and Dividends in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, along with Note 19, Debt, and Note 20, Capital Stock, in Item 8, Financial Statements and Supplementary Data, in our Annual Report on Form 10-K for the year ended December 29, 2018 for additional information.


(g)On December 9, 2016, our Board of Directors approved a change to our fiscal year end from Sunday to Saturday. Effective December 31, 2016, we operate on a 5252- or 53-week fiscal year ending on the last Saturday in December in each calendar year. In prior years, we operated on a 5252- or 53-week fiscal year ending the Sunday closest to December 31. As a result, we occasionally have a 53rd week in a fiscal year. Our 2015 fiscal year includes a 53rd week of activity.
(b)Amounts exclude the operating results and any associated impairment charges and losses on sale related to the Company's Shanghai LongFong Foods business in China and U.S. Foodservice frozen desserts business, which were divested in Fiscal 2013.
(c)Amounts exclude the current portion of long-term debt. Additionally, amounts include interest rate swap hedge accounting adjustments of $123 million at April 28, 2013. There were no interest rate swaps requiring such hedge accounting adjustments at December 30, 2017, December 31, 2016, January 3, 2016, December 28, 2014, or December 29, 2013.
(d)
The increases in net sales, total assets, and long-term debt from December 28, 2014 to January 3, 2016 reflect the impact of the 2015 Merger. See Note 2, Merger and Acquisition, to the consolidated financial statements for additional information.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
The following discussion should be read in conjunction with the other sections of this Annual Report on Form 10-K, including the consolidated financial statements and related notes contained in Item 8, Financial Statements and Supplementary Data.
Description of the Company:
We manufacture and market food and beverage products, including condiments and sauces, cheese and dairy, meals, meats, refreshment beverages, coffee, and other grocery products throughout the world.
We manage and report our operating results through four segments. We have three reportable segments defined by geographic region: United States, Canada, and Europe.EMEA. Our remaining businesses are combined and disclosed as “Rest of World”.World.” Rest of World is comprised ofcomprises two operating segments: Latin America and AMEA.APAC.
InDuring the third quarter of 2017,2019, certain organizational changes were announced that will impact our future internal reporting and reportable segments. As a result of these changes, we announcedplan to combine our plansEMEA, Latin America, and APAC zones to reorganize certainform the International zone. The International zone will be a reportable segment along with the United States and Canada in 2020. We also plan to move our Puerto Rico business from the Latin America zone to the United States zone to consolidate and streamline the management of our international businesses to better align our global geographies.product categories and supply chain. These plans include moving our Middle East and Africa businesses from the AMEA operating segment into the EMEA operating segment. The remaining AMEA businesseschanges will become the APAC operating segment. We currently expect these changes to becomebe effective in the first quarter of our fiscal year 2018. As a result, we expect to restate our Europe and Rest of World segments to reflect these changes for historical periods presented as of March 31, 2018.2020.

See Note 19, 22, Segment Reporting, in Item 8, Financial Statements and Supplementary Data, to the consolidated financial statements for our financial information by segment.
See below for discussion and analysis of our financial condition and results of operations for 2019 compared to 2018. See Item 7, Management’s Discussions and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 29, 2018 for a detailed discussion of our financial condition and results of operations for 2018 compared to 2017.
Items Affecting Comparability of Financial Results
The 2015 Merger:Impairment Losses:
We completed the 2015 Merger on July 2, 2015. As a result, 2016 was the first full year of combined Kraft and Heinz results, while 2015 included a full year of Heinz results and post-2015 MergerOur 2019 results of Kraft. For comparability, we discloseoperations reflect goodwill impairment losses of $1.2 billion and intangible asset impairment losses of $702 million compared to goodwill impairment losses of $7.0 billion and intangible asset impairment losses of $8.9 billion in this report certain unaudited pro forma condensed combined financial information, which presents 2015 as if the 2015 Merger had been consummated on December 30, 2013, the first business day of our 2014 fiscal year, and combines the historical results of Heinz and Kraft. See the Supplemental Unaudited Pro Forma Condensed Combined Financial Information section at the end of this item for additional information.
2018. See Note 1, Background9, Goodwill and Basis of Presentation, to the consolidated financial statementsIntangible Assets, in Item 8, Financial Statements and Supplementary Data, for additional information related to the 2015 Merger.
Integration and Restructuring Expenses:
In 2017, we substantially completed our multi-year program announced following the 2015 Merger (the “Integration Program”), for which we expect to incur cumulative pre-tax costs of approximately $2.1 billion. Approximately 60% ofon these costs will be cash expenditures. As of December 30, 2017, we have incurred cumulative pre-tax costs of $2,055 million related to the Integration Program. These costs primarily included severance and employee benefit costs (including cash and non-cash severance), costs to exit facilities (including non-cash costs such as accelerated depreciation), and other costs incurred as a direct result of integration activities related to the 2015 Merger.
Total expenses related to our restructuring activities, including the Integration Program, were $457 million in 2017, $1,012 million in 2016, and $1,023 million in 2015. Integration Program costs included in these totals were $339 million in 2017, $887 million in 2016, and $829 million in 2015.
We anticipate cumulative capital expenditures of approximately $1.4 billion related to the Integration Program. As of December 30, 2017, we have incurred $1.3 billion in capital expenditures since the inception of the Integration Program. The Integration Program was designed to reduce costs, integrate, and optimize our combined organization. Since the inception of the Integration Program, our cumulative pre-tax savings achieved are approximately $1,725 million, primarily benefiting the United States and Canada segments.
See Note 3, Integration and Restructuring Expenses, to the consolidated financial statements for additional information.
U.S. Tax Reform:
On December 22, 2017, the Tax Cuts and Jobs Act (“U.S. Tax Reform”) was enacted by the U.S. federal government. The legislation significantly changed U.S. tax law by, among other things, lowering the federal corporate tax rate from 35.0% to 21.0%, effective January 1, 2018, implementing a territorial tax system, and imposing a one-time toll charge on deemed repatriated earnings of foreign subsidiaries as of December 30, 2017. The two material items that impacted us in 2017 were the corporate tax rate reduction and the one-time toll charge. While the corporate tax rate reduction is effective January 1, 2018, we accounted for this anticipated rate change in 2017, the period of enactment.
We have estimated the provisional tax impacts related to the toll charge, certain components of the revaluation of deferred tax assets and liabilities, including depreciation and executive compensation, and the change in our indefinite reinvestment assertion. As a result, we recognized a net tax benefit of approximately $7.0 billion, including a reasonable estimate of our deferred income tax benefit of approximately $7.5 billion related to the corporate rate change, which was partially offset by a reasonable estimate of $312 million for the toll charge and approximately $125 million for other tax expenses, including a change in our indefinite reinvestment assertion.
See Critical Accounting Policies within this item and Note 8, Income Taxes, to the consolidated financial statements for additional information.
53rdWeek:
On December 9, 2016, our Board of Directors approved a change to our fiscal year end from Sunday to Saturday. Effective December 31, 2016, we operate on a 52 or 53-week fiscal year ending on the last Saturday in December in each calendar year. In prior years, we operated on a 52 or 53-week fiscal year ending the Sunday closest to December 31. As a result, we occasionally have a 53rd week in a fiscal year. Our 2015 fiscal year included a 53rd week of activity.

Series A Preferred Stock:
On June 7, 2016, we redeemed all outstanding shares of our Series A Preferred Stock. We funded this redemption primarily through the issuance of long-term debt in May 2016, as well as other sources of liquidity, including our commercial paper program, U.S. securitization program, and cash on hand.
See Equity and Dividends within this item, along with Note 16, Debt, and Note 17, Capital Stock, to the consolidated financial statements for additional information.impairment losses.
Results of Operations
Due to the size of Kraft’s business relative to the size of Heinz’s business prior to the 2015 Merger, and for purposes of comparability, the Results of Operations include certain unaudited pro forma condensed combined financial information (the “pro forma financial information”) adjusted to assume that Kraft and Heinz were a combined company for the full year 2015. This pro forma financial information reflects combined historical results, final purchase accounting adjustments, and adjustments to align accounting policies. The pro forma adjustments impacted our consolidated results and all of our segments. There are no pro forma adjustments for 2017 or 2016 as Kraft and Heinz were a combined company for these periods. For more information, see Supplemental Unaudited Pro Forma Condensed Combined Financial Information.
In addition, weWe disclose in this report certain non-GAAP financial measures, which, for 2015, are derived from the pro forma financial information.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. For additional information and reconciliations from our consolidated financial statements see Supplemental Unaudited Pro Forma Condensed Combined Financial Information andNon-GAAP Financial Measures.
Consolidated Results of Operations
Summary of Results:
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 % Change December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 % ChangeDecember 28, 2019 December 29, 2018 % Change
(in millions, except per share data)   (in millions, except per share data)  (in millions, except per share data)  
Net sales$26,232
 $26,487
 (1.0)% $26,487
 $18,338
 44.4%$24,977
 $26,268
 (4.9)%
Operating income6,773
 6,142
 10.3 % 6,142
 2,639
 132.7%
Operating income/(loss)3,070
 (10,205) 130.1 %
Net income/(loss) attributable to common shareholders10,999
 3,452
 218.6 % 3,452
 (266) nm
1,935
 (10,192) 119.0 %
Diluted earnings/(loss) per share8.95
 2.81
 218.5 % 2.81
 (0.34) nm
Diluted EPS1.58
 (8.36) 118.9 %


Net Sales:
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 % Change December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 % Change
 (in millions)   (in millions)  
Net sales$26,232
 $26,487
 (1.0)% $26,487
 $18,338
 44.4 %
Pro forma net sales(a)
26,232
 26,487
 (1.0)% 26,487
 27,447
 (3.5)%
Organic Net Sales(b)
26,169
 26,432
 (1.0)% 26,817
 26,728
 0.3 %
 December 28, 2019 December 29, 2018 % Change
 (in millions)  
Net sales$24,977
 $26,268
 (4.9)%
Organic Net Sales(a)
24,961
 25,393
 (1.7)%
(a)
There were no pro forma adjustments for 2017 or 2016, as Kraft and Heinz were a combined company for these periods. See the Supplemental Unaudited Pro Forma Condensed Combined Financial Information at the end of this item.
(b)
Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.

FiscalYear Ended December 30, 2017 compared2019 Compared to theFiscal Year Ended December 31, 2016:2018:
Net sales decreased 4.9% to $25.0 billion in 2019 compared to $26.3 billion in 2018 primarily due to the unfavorable impacts of foreign currency (1.9 pp) and acquisitions and divestitures (1.3 pp). Organic Net Sales decreased 1.0%1.7% to $26.2$25.0 billion in 20172019 compared to 2016$25.4 billion in 2018 due to unfavorable volume/mix (1.5(1.8 pp), partially offset by higher pricing (0.5(0.1 pp). Volume/mix was unfavorable in the United States, Rest of World, and Canada,EMEA, which was partially offset by growth in EuropeCanada. Higher pricing in the United States and Rest of World. Higher pricing in Rest of World and the United States was partially offset by lower pricing in Canada, and Europe.
Year Ended December 31, 2016 compared to the Year Ended January 3, 2016:while pricing in EMEA was flat.
Net sales increased 44.4% to $26.5 billion in 2016 compared to 2015, primarily driven by the 2015 Merger.
Pro forma net sales decreased 3.5% primarily due to the unfavorable impacts of foreign currency (2.5 pp), 53rd week of shipments in 2015 (1.2 pp), and divestitures (0.1 pp). Excluding these impacts, Organic Net Sales increased 0.3% due to higher net pricing (0.3 pp) and neutral volume/mix (0.0 pp). Net pricing was higher in Rest of World, United States, and Canada despite deflation in key commodities (which we define as dairy, meat, coffee and nuts) in the United States and Canada, primarily in dairy, coffee, and meats in the United States. These price increases were partially offset by lower net pricing in Europe. Neutral volume/mix was primarily due to declines in meats and foodservice in the United States, partially offset by growth of condiments and sauces globally, and coffee and refrigerated meal combinations in the United States.
Net Income:Income/(Loss):
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 % Change December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 % ChangeDecember 28, 2019 December 29, 2018 % Change
(in millions)   (in millions)  (in millions)  
Operating income$6,773
 $6,142
 10.3% $6,142
 $2,639
 132.7%
Operating income/(loss)$3,070
 $(10,205) 130.1 %
Net income/(loss) attributable to common shareholders10,999
 3,452
 218.6% 3,452
 (266) nm
1,935
 (10,192) 119.0 %
Adjusted EBITDA(a)
7,930
 7,778
 1.9% 7,778
 6,739
 15.4%6,064
 7,024
 (13.7)%
(a)
Adjusted EBITDA is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
Fiscal Year Ended December 30, 20172019 Compared to Fiscal Year 2018:
Operating income/(loss) increased 130.1% to income of $3.1 billion in 2019 compared to the Year Ended December 31, 2016:
Operating income increased 10.3% to $6.8a loss of $10.2 billion in 2017 compared to $6.1 billion in 2016.2018. This increase was primarily due todriven by lower Integration Program and other restructuring expensesimpairment losses in the current period, savings fromyear. Impairment losses were $1.9 billion in 2019 compared to $15.9 billion in 2018. Excluding the Integration Program and other restructuring activities, and lower overhead costs, partially offsetimpact of these impairment losses, operating income/(loss) decreased by higher input costs in local currency,$762 million primarily due to lower Organic Net Sales, lower unrealized gains on commodity hedges in the current period, andhigher supply chain costs, the unfavorable impact of foreign currency (0.4(0.8 pp)., higher general corporate expenses, and the unfavorable impact of divestitures, partially offset by lower restructuring expenses in the current period. See Note 9, Goodwill and Intangible Assets, in Item 8, Financial Statements and Supplementary Data, for additional information on our impairment losses.
Net income/(loss) attributable to common shareholders increased 218.6%119.0% to $11.0income of $1.9 billion in 20172019 compared to $3.5a loss of $10.2 billion in 2016. The2018. This change was driven by the operating income/(loss) factors described above (primarily lower impairment losses in 2019 compared to 2018) and favorable impacts in other expense/(income), partially offset by a higher effective tax rate and higher interest expense, detailed as follows.
Other expense/(income) was $952 million of income in 2019 compared to $168 million of income in 2018. This increase was primarily duedriven by a $420 million net gain on sales of businesses in 2019 compared to a lower effective tax rate$15 million loss on sale of our South Africa subsidiary in 2018, a $162 million non-cash settlement charge in the current period,prior year related to the operating income factors discussed above,wind-up of our Canadian salaried and Canadian hourly defined benefit pension plans, and a $136 million decrease in nonmonetary currency devaluation losses related to our Venezuelan operations as compared to the absenceprior year period. The $420 million net gain on sales of businesses in 2019 consisted of a $249 million gain on the Series A Preferred Stock dividendsale of Heinz India Private Limited (“Heinz India”) (“Heinz India Transaction”), a $242 million gain on the sale of certain assets in the current period, partially offset by higher interest expenseour natural cheese business in Canada (“Canada Natural Cheese Transaction”), and higher other expense/(income), net, detailed as follows:a $71 million loss on an anticipated sale of a subsidiary within our Rest of World segment.
The effective tax rate was a 98.7% benefit27.4% in 20172019 on pre-tax income compared to 27.5% expense9.4% in 2016.2018 on a pre-tax loss. The change in the2019 effective tax rate was higher primarily driven by the $7.0 billion tax benefit from U.S. Tax Reform, lower tax benefits associated with deferred tax effectsnon-deductible goodwill impairments, partially offset by a more favorable geographic mix of statutorypre-tax income in various non-U.S. jurisdictions and a decrease in unfavorable rate changes, and taxes on income of foreign subsidiaries in the current period. See Note 8, Income Taxes, to the consolidated financial statements for additional informationreconciling items. Current year unfavorable impacts primarily related to our effectivenon-deductible goodwill impairments, the impact of the federal tax rates.
on global intangible low-taxed income (“GILTI”), an increase in uncertain tax position reserves, the establishment of certain state valuation allowance reserves, and the tax impacts from the Heinz India and Canada Natural Cheese Transactions. These impacts were partially offset by the reversal of certain withholding tax obligations and changes in estimates of certain 2018 U.S. income and deductions.

The Series A Preferred Stock was fully redeemed on June 7, 2016. Accordingly, there were no dividends for 2017, compared to $180 million in the prior period. See Equity and Dividends within this item for additional information.

Interest expense increased to $1.2was $1.4 billion in 20172019 compared to $1.1$1.3 billion in 2016.2018. This increase was primarily duedriven by a $98 million loss on extinguishment of debt recognized in connection with our debt tender offers and redemptions completed in 2019. Excluding the impact of the loss on extinguishment of debt, interest expense was generally flat as compared to the May 2016 issuances of long-term debt and borrowings under our commercial paper programs, which beganprior year period.
Adjusted EBITDA decreased 13.7% to $6.1 billion in the second quarter of 2016.
Other expense/(income), net was an expense of $9 million in 20172019 compared to income of $15 million$7.0 billion in 2016.2018. This increasedecrease was primarily due to a $36 million nonmonetary currency devaluation loss in the current period compared to $24 million in the prior period related to our Venezuelan operations. See Note 13, Venezuela - Foreign Currency and Inflation, to the consolidated financial statements for additional information.

Adjusted EBITDA increased 1.9% to $7.9 billion in 2017 compared to 2016, primarily due to savings from the Integration Program and other restructuring activities and lower overhead costs, partially offset by higher input costs in local currency, a decline in Organic Net Sales, andhigher supply chain costs, the unfavorable impact of foreign currency (0.4pp). Segment Adjusted EBITDA results were as follows:
United States Segment Adjusted EBITDA increased primarily driven by Integration Program savings and lower overhead costs in the current period, partially offset by unfavorable key commodity costs, primarily in dairy, meat, and coffee, and volume/mix declines.
Europe Segment Adjusted EBITDA was flat primarily driven by productivity savings that were offset by(2.8 pp), higher input costs in local currencygeneral corporate expenses, and the unfavorable impact of foreign currency (1.6 pp).
Rest of World Segment Adjusted EBITDA decreased primarily due to higher input costs in local currency, increased commercial investments, and the unfavorable impact of foreign currency (3.4 pp), partially offset by Organic Net Sales growth.
Canada Segment Adjusted EBITDA decreased primarily due to a decline in Organic Net Sales, partially offset by Integration Program savings, lower overhead costs in the current period, and the favorable impact of foreign currency (1.7 pp).
Year Ended December 31, 2016 compared to the Year Ended January 3, 2016:
Operating income increased 132.7% to $6.1 billion in 2016 compared to $2.6 billion in 2015. This increase was primarily driven by the 2015 Merger, as well as the following:
Savings from the Integration Program and other restructuring activities and favorable pricing net of key commodity costs in United States and Canada.
Non-cash costs of $347 million relating to the fair value adjustment of Kraft’s inventory in purchase accounting in the prior period.
The increase in operating income was partially offset by unfavorable impacts of $188 million from foreign currency and $62 million from a 53rd week of shipments in the prior period.
Net income/(loss) attributable to common shareholders increased $3.7 billion to income of $3.5 billion in 2016 compared to a loss of $266 million in 2015. The increase was due to the growth in operating income, fewer Series A Preferred Stock dividend payments, lower other expense/(income), net, lower interest expense, and a lower effective tax rate, detailed as follows:
Series A Preferred Stock dividend cash distributions decreased to $180 million in 2016 compared to $900 million in 2015. This decrease was primarily due to the redemption of the Series A Preferred Stock on June 7, 2016. In addition, due to the December 8, 2015 common stock dividend declaration, we were required to accelerate payment of the March 7, 2016 preferred dividend to December 8, 2015. This resulted in one Series A Preferred Stock dividend payment in the current period compared to five in the prior period.
Other expense/(income), net improved to income of $15 million in 2016, compared to expense of $305 million in 2015. The decrease was primarily due to a $234 million nonmonetary currency devaluation loss related to our Venezuelan subsidiary in the prior period and call premiums of $105 million related to our 2015 debt refinancing activities.
Interest expense decreased to $1.1 billion in 2016 compared to $1.3 billion in 2015. This decrease was primarily due to a $236 million write-off of debt issuance costs related to 2015 debt refinancing activities and a $227 million loss released from accumulated other comprehensive income/(losses) due to the early termination of certain interest rate swaps in the prior period as well as lower interest rates following our debt refinancing in connection with the 2015 Merger. These were partially offset by the assumption of $8.6 billion aggregate principal amount of Kraft’s long-term debt obligations in the 2015 Merger, the issuance of new long-term debt in conjunction with the redemption of our Series A Preferred Stock, and new borrowings under our commercial paper program. See Note 16, Debt, and Note 17, Capital Stock, to the consolidated financial statements for additional information.
The effective tax rate was 27.5% in 2016, compared to 36.2% in 2015. The change in effective tax rate was primarily driven by higher earnings repatriation charges and the nondeductible nonmonetary currency devaluation loss related to our Venezuelan subsidiary in the prior period, partially offset by lower tax benefits associated with taxes on income of foreign subsidiaries, tax exempt income, and deferred tax effects of statutory rate changes in the current period. See Note 8, Income Taxes, to the consolidated financial statements for a discussion of effective tax rates.

Adjusted EBITDA increased 15.4% to $7.8 billion in 2016 compared to 2015, primarily driven by savings from the Integration Program and other restructuring activities and favorable pricing net of key commodity costs, partially offset by the unfavorable impact of foreign currency (3.4 pp) and a 53rd week of shipments in the prior period (approximately 1.5 pp). Segment Adjusted EBITDA results were as follows:
United States Segment Adjusted EBITDA growth was primarily driven by savings from the Integration Program and favorable pricing net of key commodity costs, partially offset by volume/mix declines and the impact of a 53rd week of shipments (approximately 1.5 pp) in the prior period.
Canada Segment Adjusted EBITDA growth was primarily driven by savings from the Integration Program and favorable pricing net of key commodity costs, partially offset by higher input costs in local currency, unfavorable impact of foreign currency (4.4 pp), and a 53rd week of shipments (approximately 1.5 pp) in the prior period.
Europe Segment Adjusted EBITDA decreased primarily due to unfavorable impact of foreign currency (6.5 pp), lower pricing, impact of a 53rd week of shipments (approximately 1.0 pp) in the prior period as well as an increase in marketing investments, partially offset by savings in manufacturing costs.
Rest of World Segment Adjusted EBITDA decreased due to unfavorable impact of foreign currency (17.4 pp), increased marketing investments, and a 53rd week of shipments (approximately 1.0 pp) in the prior period, partially offset by organic sales growth.divestitures.
Diluted EPS:
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 % Change December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 % ChangeDecember 28, 2019 December 29, 2018 % Change
(in millions, except per share data)   (in millions, except per share data)  (in millions, except per share data)  
Diluted EPS$8.95
 $2.81
 218.5% $2.81
 $(0.34) nm
$1.58
 $(8.36) 118.9 %
Adjusted EPS(a)
3.55
 3.33
 6.6% 3.33
 2.19
 52.1%2.85
 3.51
 (18.8)%
(a)
Adjusted EPS is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
FiscalYear Ended December 30, 2017 compared2019 Compared to theFiscal Year Ended December 31, 2016:2018:
Diluted EPS increased 218.5%118.9% to $8.95earnings of $1.58 in 20172019 compared to $2.81a loss of $8.36 in 2016,2018 primarily driven by the net income/(loss) attributable to common shareholders factors discussed above.
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 $ Change % ChangeDecember 28, 2019 December 29, 2018 $ Change % Change
Diluted EPS$8.95
 $2.81
 $6.14
 218.5%$1.58
 $(8.36) $9.94
 118.9 %
Integration and restructuring expenses0.26
 0.57
 (0.31)  0.07
 0.32
 (0.25)  
Merger costs
 0.02
 (0.02)  
Deal costs0.02
 0.02
 
  
Unrealized losses/(gains) on commodity hedges0.01
 (0.02) 0.03
  (0.04) 0.01
 (0.05)  
Impairment losses0.03
 0.03
 
  1.38
 11.28
 (9.90)  
Losses/(gains) on sale of business(0.23) 0.01
 (0.24)  
Other losses/(gains) related to acquisitions and divestitures
 0.02
 (0.02)  
Nonmonetary currency devaluation0.03
 0.02
 0.01
  0.01
 0.12
 (0.11)  
Preferred dividend adjustment
 (0.10) 0.10
  
U.S. Tax Reform(5.73) 
 (5.73)  
Debt prepayment and extinguishment costs0.06
 
 0.06
  
U.S. Tax Reform discrete income tax expense/(benefit)

 0.09
 (0.09)  
Adjusted EPS(a)
$3.55
 $3.33
 $0.22
 6.6%$2.85
 $3.51
 $(0.66) (18.8)%
              
Key drivers of change in Adjusted EPS(a):
              
Results of operations    $0.06
      $(0.64)  
Change in preferred dividends    0.25
  
Change in interest expense    (0.06)  
Change in other expense/(income), net    (0.01)  
Change in effective tax rate and other    (0.02)  
Results of divested operations    (0.05)  
Interest expense    0.01
  
Other expense/(income)    0.02
  
    $0.22
      $(0.66)  
(a)
Adjusted EPS is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.

Adjusted EPS increased 6.6% to $3.55 in 2017 compared to $3.33 in 2016, primarily driven by the absence of Series A Preferred Stock dividends in the current period and Adjusted EBITDA growth despite the unfavorable impact of foreign currency, partially offset by higher interest expense.
Year Ended December 31, 2016 compared to the Year Ended January 3, 2016:
Diluted EPS increased to earnings of $2.81 in 2016 compared to a loss of $0.34 in 2015. The increase in diluted earnings/(loss) per share was driven primarily by the net income/(loss) attributable to common shareholders factors discussed above, partially offset by the effect of an increase in the weighted average shares of common stock outstanding compared to the prior period and a 53rd week of shipments in the prior period.
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 $ Change % Change
Diluted EPS$2.81
 $(0.34) $3.15
 nm
Pro forma adjustments(a)

 1.04
 (1.04)  
Pro forma diluted EPS2.81
 0.70
 2.11
 301.4%
Integration and restructuring expenses0.57
 0.61
 (0.04)  
Merger costs0.02
 0.49
 (0.47)  
Unrealized losses/(gains) on commodity hedges(0.02) (0.02) 
  
Impairment losses0.03
 0.03
 
  
Losses/(gains) on sale of business
 (0.01) 0.01
  
Nonmonetary currency devaluation0.02
 0.24
 (0.22)  
Preferred dividend adjustment(0.10) 0.15
 (0.25)  
Adjusted EPS(c)
$3.33
 $2.19
 $1.14
 52.1%
        
Key drivers of change in Adjusted EPS(b):
       
Results of operations    $0.77
  
Change in preferred dividends    0.34
  
Change in interest expense    (0.04)  
Change in other expense/(income), net    (0.03)  
53rd week of shipments    (0.03)  
Change in effective tax rate and other    0.13
  
     $1.14
  
(a)
There were no pro forma adjustments for 2016, as Kraft and Heinz were a combined company for the entire period. See the Supplemental Unaudited Pro Forma Condensed Combined Financial Information at the end of this item.
(b)
Adjusted EPS is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
Adjusted EPS increased 52.1%decreased 18.8% to $3.33$2.85 in 20162019 compared to $2.19$3.51 in 2015,2018 primarily driven bydue to lower Adjusted EBITDA growth despite the unfavorable impact of foreign currency, fewer Series A Preferred Stock dividends and a lower effective tax rate,higher depreciation and amortization expenses, partially offset by higher interest expense, higherfavorable changes in other expense/(income), net, and a 53rd week of shipments in the prior period.lower interest expense.


Results of Operations by Segment
Management evaluates segment performance based on several factors, including net sales, Organic Net Sales, and segment adjusted earningsSegment Adjusted EBITDA. Segment Adjusted EBITDA is defined as net income/(loss) from continuing operations before interest tax,expense, other expense/(income), provision for/(benefit from) income taxes, and depreciation and amortization (“Segment Adjusted EBITDA”). Management uses Segment Adjusted EBITDA(excluding integration and restructuring expenses); in addition to evaluate segment performancethese adjustments, we exclude, when they occur, the impacts of integration and allocate resources.restructuring expenses, 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 equity award compensation expense (excluding integration and restructuring expenses). Segment Adjusted EBITDA is a tool that can assist management and investors in comparing our performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our underlying operations. These items include depreciation and amortization (excluding integration and restructuring expenses; including amortization
Under highly inflationary accounting, the financial statements of postretirement benefit plans prior service credits), equity award compensation expense, integration and restructuring expenses, merger costs, unrealized gains/(losses)a subsidiary are remeasured into our reporting currency (U.S. dollars) based on commodity hedges (the unrealizedthe legally available exchange rate at which we expect to settle the underlying transactions. Exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in net income/(loss), rather than accumulated other comprehensive income/(losses) on the balance sheet, until such time as the economy is no longer considered highly inflationary. The exchange gains and losses from remeasurement are recorded in general corporate expenses until realized; once realized, the gainscurrent net income/(loss) and losses are recorded in the applicable segment’s operating results)classified within other expense/(income), impairment losses, gains/(losses) on the sale of a business, andas nonmonetary currency devaluation (e.g.devaluation. See Note 15, Venezuela - Foreign Currency and Inflation, remeasurement gains and losses). In addition, consistent with the mannerNote 2, Significant Accounting Policies, in which management evaluates segment performanceItem 8, Financial Statements and allocates resources, Segment Adjusted EBITDA includes the operating results of Kraft on a pro forma basis, as if Kraft had been acquired as of December 30, 2013.

Supplementary Data, for additional information.
Net Sales:
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
December 28, 2019 December 29, 2018
(in millions)(in millions)
Net sales:        
United States$18,353
 $18,641
 $10,943
$17,756
 $18,122
Canada2,190
 2,309
 1,437
1,882
 2,173
Europe2,393
 2,366
 2,656
EMEA2,551
 2,718
Rest of World3,296
 3,171
 3,302
2,788
 3,255
Total net sales$26,232
 $26,487
 $18,338
$24,977
 $26,268
Pro FormaOrganic Net Sales:
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
December 28, 2019 December 29, 2018
(in millions)(in millions)
Pro forma net sales(a):
     
Organic Net Sales(a):
   
United States$18,353
 $18,641
 $18,932
$17,756
 $18,122
Canada2,190
 2,309
 2,386
1,700
 1,732
Europe2,393
 2,366
 2,657
EMEA2,666
 2,697
Rest of World3,296
 3,171
 3,472
2,839
 2,842
Total pro forma net sales$26,232
 $26,487
 $27,447
Total Organic Net Sales$24,961
 $25,393
(a)
There were no pro forma adjustments for 2017 or 2016, as Kraft and Heinz were a combined company for these periods. See the Supplemental Unaudited Pro Forma Condensed Combined Financial Information at the end of this item.
Organic Net Sales:
 2017 Compared to 2016 2016 Compared to 2015
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 (in millions)
Organic Net Sales(a):
       
United States$18,353
 $18,641
 $18,641
 $18,699
Canada2,148
 2,309
 2,393
 2,359
Europe2,385
 2,366
 2,520
 2,588
Rest of World3,283
 3,116
 3,263
 3,082
Total Organic Net Sales$26,169
 $26,432
 $26,817
 $26,728
(a)
Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.

Drivers of the changes in pro forma net sales and Organic Net Sales were:
Pro Forma Net Sales(a)
 Impact of Currency Impact of Divestitures Impact of 53rd Week Organic Net Sales Price Volume/MixNet Sales Currency Acquisitions and Divestitures Organic Net Sales Price Volume/Mix
2017 Compared to 2016    
2019 Compared to 2018    
United States(1.5)% 0.0 pp 0.0 pp 0.0 pp (1.5)% 0.4 pp (1.9) pp(2.0)% 0.0 pp 0.0 pp (2.0)% 0.4 pp (2.4) pp
Canada(5.2)% 1.8 pp 0.0 pp 0.0 pp (7.0)% (1.7) pp (5.3) pp(13.4)% (2.1) pp (9.4) pp (1.9)% (3.4) pp 1.5 pp
Europe1.1 % 0.3 pp 0.0 pp 0.0 pp 0.8 % (0.9) pp 1.7 pp
EMEA(6.2)% (4.3) pp (0.7) pp (1.2)% 0.0 pp (1.2) pp
Rest of World3.9 % (1.5) pp 0.0 pp 0.0 pp 5.4 % 4.6 pp 0.8 pp(14.3)% (10.3) pp (3.9) pp (0.1)% 1.2 pp (1.3) pp
Kraft Heinz(1.0)% 0.0 pp 0.0 pp 0.0 pp (1.0)% 0.5 pp (1.5) pp(4.9)% (1.9) pp (1.3) pp (1.7)% 0.1 pp (1.8) pp
    
2016 Compared to 2015    
United States(1.5)% 0.0 pp 0.0 pp (1.2) pp (0.3)% 0.2 pp (0.5) pp
Canada(3.2)% (3.5) pp 0.0 pp (1.1) pp 1.4 % 0.6 pp 0.8 pp
Europe(11.0)% (5.8) pp (1.6) pp (1.0) pp (2.6)% (2.5) pp (0.1) pp
Rest of World(8.7)% (13.2) pp 0.0 pp (1.4) pp 5.9 % 3.2 pp 2.7 pp
Kraft Heinz(3.5)% (2.5) pp (0.1) pp (1.2) pp 0.3 % 0.3 pp 0.0 pp


Adjusted EBITDA:
 December 28, 2019 December 29, 2018
 (in millions)
Segment Adjusted EBITDA:   
United States$4,809
 $5,218
Canada487
 608
EMEA661
 724
Rest of World363
 635
General corporate expenses(256) (161)
Depreciation and amortization (excluding integration and restructuring expenses)(985) (919)
Integration and restructuring expenses(102) (297)
Deal costs(19) (23)
Unrealized gains/(losses) on commodity hedges57
 (21)
Impairment losses(1,899) (15,936)
Equity award compensation expense (excluding integration and restructuring expenses)(46) (33)
Operating income3,070
 (10,205)
Interest expense1,361
 1,284
Other expense/(income)(952) (168)
Income/(loss) before income taxes$2,661
 $(11,321)
United States:
 December 28, 2019 December 29, 2018 % Change
 (in millions)  
Net sales$17,756
 $18,122
 (2.0)%
Organic Net Sales(a)
17,756
 18,122
 (2.0)%
Segment Adjusted EBITDA4,809
 5,218
 (7.8)%
(a)
There were no pro forma adjustments for 2017 or 2016, as Kraft and Heinz were a combined company for these periods. See the Supplemental Unaudited Pro Forma Condensed Combined Financial Information at the end of this item.
Adjusted EBITDA:
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 (in millions)
Segment Adjusted EBITDA:     
United States$6,001
 $5,862
 $4,690
Canada639
 642
 541
Europe781
 781
 938
Rest of World617
 657
 742
General corporate expenses(108) (164) (172)
Depreciation and amortization (excluding integration and restructuring expenses)(583) (536) (779)
Integration and restructuring expenses(457) (1,012) (1,117)
Merger costs
 (30) (194)
Amortization of inventory step-up
 
 (347)
Unrealized gains/(losses) on commodity hedges(19) 38
 41
Impairment losses(49) (53) (58)
Gains/(losses) on sale of business
 
 21
Nonmonetary currency devaluation
 (4) (57)
Equity award compensation expense (excluding integration and restructuring expenses)(49) (39) (61)
Other pro forma adjustments
 
 (1,549)
Operating income6,773
 6,142
 2,639
Interest expense1,234
 1,134
 1,321
Other expense/(income), net9
 (15) 305
Income/(loss) before income taxes$5,530
 $5,023
 $1,013

United States:
 2017 Compared to 2016 2016 Compared to 2015
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 % Change December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 % Change
 (in millions)   (in millions)  
Net sales$18,353
 $18,641
 (1.5)% $18,641
 $10,943
 70.3 %
Pro forma net sales(a)
18,353
 18,641
 (1.5)% 18,641
 18,932
 (1.5)%
Organic Net Sales(b)
18,353
 18,641
 (1.5)% 18,641
 18,699
 (0.3)%
Segment Adjusted EBITDA6,001
 5,862
 2.4 % 5,862
 4,690
 25.0 %
(a)
There were no pro forma adjustments for 2017 or 2016, as Kraft and Heinz were a combined company for these periods. See the Supplemental Unaudited Pro Forma Condensed Combined Financial Information at the end of this item.
(b)
Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
FiscalYear Ended December 30, 2017 compared2019 Compared to theFiscal Year Ended December 31, 2016:2018:
Net sales and Organic Net Sales both decreased 1.5%2.0% to $18.4$17.8 billion in 2019 compared to $18.1 billion in 2018. This decrease was primarily due to unfavorable volume/mix (1.9(2.4 pp), partially offset by higher pricing (0.4 pp). Unfavorable volume/mix was primarily driven by distribution lossesdue to unfavorable changes in nuts, cheese, and meat,retail inventory levels versus the prior year and lower shipments in foodservice. The decline wasmeat, cheese, and coffee, partially offset by gainsgrowth in refrigerated meal combinations, boxed dinners,nuts as well as condiments and frozen meals. Pricingsauces. Higher pricing was higherprimarily driven primarily by price increases in cheese.to reflect higher key-commodity costs for meat and cheese, which more than offset lower key-commodity driven pricing on coffee and nuts.
Segment Adjusted EBITDA increased 2.4% primarily driven by Integration Program savings and lower overhead costs, partially offset by unfavorable key commodity costs, primarilydecreased 7.8% to $4.8 billion in dairy, meat, and coffee, as well as unfavorable volume/mix.
Year Ended December 31, 20162019 compared to the Year Ended January 3, 2016:
Net sales increased 70.3% to $18.6$5.2 billion primarily driven by the 2015 Merger. Pro forma net sales decreased 1.5% due to a 53rd week of shipments in the prior period (1.2 pp). Organic Net Sales decreased 0.3% due to unfavorable volume/mix (0.5 pp) partially offset by higher net pricing (0.2 pp). Unfavorable volume/mix2018. This decrease was primarily due to declineslower Organic Net Sales, cost inflation in meat, foodservice, ready-to-drink beverages,procurement and nuts that were partially offset by gains in coffeemanufacturing, strategic investments, and innovation-related gains in refrigerated meal combinations and boxed dinners. Net pricing was higher despite deflation in key commodities, primarily in dairy, coffee, and meat.
Segment Adjusted EBITDA increased 25.0% primarily due to savings from the Integration Program and favorable pricing net of key commodity costs, partially offset by volume/mix declines across several categories and the impact of a 53rd week of shipments (approximately 1.5 pp) in the prior period.supply chain losses.
Canada:
2017 Compared to 2016 2016 Compared to 2015
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 % Change December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 % ChangeDecember 28, 2019 December 29, 2018 % Change
(in millions)   (in millions)  (in millions)  
Net sales$2,190
 $2,309
 (5.2)% $2,309
 $1,437
 60.7 %$1,882
 $2,173
 (13.4)%
Pro forma net sales(a)
2,190
 2,309
 (5.2)% 2,309
 2,386
 (3.2)%
Organic Net Sales(b)
2,148
 2,309
 (7.0)% 2,393
 2,359
 1.4 %
Organic Net Sales(a)
1,700
 1,732
 (1.9)%
Segment Adjusted EBITDA639
 642
 (0.5)% 642
 541
 18.7 %487
 608
 (19.9)%
(a)
There were no pro forma adjustments for 2017 or 2016, as Kraft and Heinz were a combined company for these periods. See the Supplemental Unaudited Pro Forma Condensed Combined Financial Information at the end of this item.
(b)
Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.


FiscalYear Ended December 30, 2017 compared2019 Compared to theFiscal Year Ended December 31, 2016:2018:
Net sales decreased 5.2%13.4% to $1.9 billion in 2019 compared to $2.2 billion includingin 2018 primarily due to the favorable impactunfavorable impacts of acquisitions and divestitures (9.4 pp) and foreign currency (1.8(2.1 pp). Organic Net Sales decreased 7.0%1.9% to $1.7 billion in 2019 compared to $1.7 billion in 2018 due to unfavorablelower pricing (3.4 pp), partially offset by favorable volume/mix (5.3 pp) and lower pricing (1.7(1.5 pp). Volume/mixPricing was unfavorablelower across several categories, and was most pronounced in cheese, coffee, and boxed dinners, primarily due to delayed execution of go-to-market agreements with key retailers, retail distribution losses (primarily in cheese), and lower inventory levels at retail versus the prior year. Lower pricing was due to higher promotional activity,costs versus the prior year, particularly in condiments and sauces and cheese. Favorable volume/mix was primarily driven by growth in condiments and sauces, spreads, and cheese.


Segment Adjusted EBITDA decreased 0.5%, including favorable19.9% to $487 million in 2019 compared to $608 million in 2018 partially due to the unfavorable impact of foreign currency (1.7(1.9 pp). Excluding the currency impact, Segment Adjusted EBITDA decreased primarily due to lower Organic Net Sales, partially offset by Integration Program savings and lower overhead costs in the current period.
Year Ended December 31, 2016 compared to the Year Ended January 3, 2016:
Net sales increased 60.7% to $2.3 billion primarily driven by the 2015 Merger. Pro forma net sales decreased 3.2% due to the unfavorable impact of foreign currency (3.5 pp) and a 53rd week of shipments in the prior period (1.1 pp). Organic Net Sales increased 1.4% driven by favorable volume/mix (0.8 pp)Canada Natural Cheese Transaction which closed on July 2, 2019, and higher net pricing (0.6 pp). Favorable volume/mix reflected higher shipments of condiments and sauces and gains in foodservice that were partially offset by lower shipments in cheese versus the prior year. Price increases were driven by significant pricing actions taken to offset higher input costs in local currency.costs.
Segment Adjusted EBITDA increased 18.7% despite the unfavorable impact of foreign currency (4.4 pp). This increase was primarily driven by Integration Program savings and favorable pricing net of key commodity costs, partially offset by higher input costs in local currency and the impact of a 53rd week of shipments (approximately 1.5 pp) in the prior period.
Europe:EMEA:
2017 Compared to 2016 2016 Compared to 2015
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 % Change December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 % ChangeDecember 28, 2019 December 29, 2018 % Change
(in millions)   (in millions)  (in millions)  
Net sales$2,393
 $2,366
 1.1% $2,366
 $2,656
 (10.9)%$2,551
 $2,718
 (6.2)%
Pro forma net sales(a)
2,393
 2,366
 1.1% 2,366
 2,657
 (11.0)%
Organic Net Sales(b)
2,385
 2,366
 0.8% 2,520
 2,588
 (2.6)%
Organic Net Sales(a)
2,666
 2,697
 (1.2)%
Segment Adjusted EBITDA781
 781
 % 781
 938
 (16.7)%661
 724
 (8.7)%
(a)
There were no pro forma adjustments for 2017 or 2016, as Kraft and Heinz were a combined company for these periods. See the Supplemental Unaudited Pro Forma Condensed Combined Financial Information at the end of this item.
(b)
Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
FiscalYear Ended December 30, 20172019 Compared to Fiscal Year 2018:
Net sales decreased 6.2% to $2.6 billion in 2019 compared to $2.7 billion in 2018 driven by the Year Ended December 31, 2016:
Net sales increased 1.1% to $2.4 billion, including favorable impactunfavorable impacts of foreign currency (0.3(4.3 pp) and acquisitions and divestitures (0.7 pp). Organic Net Sales increased 0.8% driven by favorabledecreased 1.2% to $2.7 billion in 2019 compared to $2.7 billion in 2018 due to unfavorable volume/mix (1.7(1.2 pp), partially offset by lower while pricing (0.9 pp). Favorablewas flat versus 2018. Unfavorable volume/mix was primarily driven by higher shipments in foodservice and growth in condiments and sauces, partially offset by ongoing declines in infant nutrition in Italy. Lower pricing was primarily due to higher promotional activitythe adverse impact of extended negotiations with key retailers, lower shipments of meals, and ongoing weakness in the UK and Italy versus the prior period.infant nutrition, partially offset by foodservice growth. Pricing was flat primarily due to lower pricing in infant nutrition, partially offset by price increases in meals.
Segment Adjusted EBITDA was flat,decreased 8.7% to $661 million in 2019 compared to $724 million in 2018, including the unfavorable impact of foreign currency (1.6(4.2 pp). Excluding the currency impact, the increase was primarily driven by productivity savings, partially offset by higher input costs in local currency.
Year Ended December 31, 2016 compared to the Year Ended January 3, 2016:
Net sales decreased 10.9% to $2.4 billion, reflecting the unfavorable impacts of foreign currency, divestitures, and a 53rd week of shipments in the prior period. Pro forma net sales decreased 11.0% partially due to the unfavorable impacts of foreign currency (5.8 pp), divestitures (1.6 pp), and a 53rd week of shipments in the prior period (1.0 pp). Organic Net Sales decreased 2.6% due to lower net pricing (2.5 pp) and unfavorable volume/mix (0.1 pp). Lower net pricingdecrease was primarily due to increased promotional activity across most categories versus the prior period. Unfavorable volume/mix was primarily due to lower shipments across most categorieshigher supply chain costs in the UK partially offset by growth in condimentscurrent year and sauces.
Segment Adjusted EBITDA decreased 16.7% partially due to the unfavorable impact of foreign currency (6.5 pp). Excludingbenefit from the currency impact, the Segment Adjusted EBITDA decline was primarily due to lower net pricing, the impact of a 53rd week of shipments (approximately 1.0 pp)postemployment benefits accounting change in the prior period as well as an increase in marketing investments, partially offset by savings in manufacturing costs.

year.
Rest of World:
2017 Compared to 2016 2016 Compared to 2015
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 % Change December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 % ChangeDecember 28, 2019 December 29, 2018 % Change
(in millions)   (in millions)  (in millions)  
Net sales$3,296
 $3,171
 3.9 % $3,171
 $3,302
 (4.0)%$2,788
 $3,255
 (14.3)%
Pro forma net sales(a)
3,296
 3,171
 3.9 % 3,171
 3,472
 (8.7)%
Organic Net Sales(b)
3,283
 3,116
 5.4 % 3,263
 3,082
 5.9 %
Organic Net Sales(a)
2,839
 2,842
 (0.1)%
Segment Adjusted EBITDA617
 657
 (6.1)% 657
 742
 (11.5)%363
 635
 (42.8)%
(a)
There were no pro forma adjustments for 2017 or 2016, as Kraft and Heinz were a combined company for these periods. See the Supplemental Unaudited Pro Forma Condensed Combined Financial Information at the end of this item.
(b)
Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
FiscalYear Ended December 30, 2017 compared2019 Compared to theFiscal Year Ended December 31, 2016:2018:
Net sales increased 3.9%decreased 14.3% to $2.8 billion in 2019 compared to $3.3 billion despitein 2018 due to the unfavorable impact of foreign currency (1.5 pp). Organic Net Sales increased 5.4% driven by higher pricing (4.6 pp) and favorable volume/mix (0.8 pp). Higher pricing was primarily driven by pricing actions taken to offset higher input costs in local currency, primarily in Latin America. Favorable volume/mix was primarily driven by growth in condiments and sauces across all regions partially offset by volume/mix declines in several markets associated with distributor network re-alignment.
Segment Adjusted EBITDA decreased 6.1% including the unfavorable impact of foreign currency (3.4 pp). Excluding the currency impact, Segment Adjusted EBITDA decreased primarily due to higher input costs in local currency and higher commercial investments partially offset by Organic Net Sales growth.
Year Ended December 31, 2016 compared to the Year Ended January 3, 2016:
Net sales decreased 4.0% to $3.2 billion, reflecting the unfavorable impacts of foreign currency and a 53rd week of shipments in the prior period, which were partially offset by the inclusion of twelve months of the Kraft business in the current period. Pro forma net sales decreased 8.7% due to the unfavorable impacts of foreign currency (13.2(10.3 pp, including a 10.56.9 pp impact from the devaluation of the Venezuelan bolivar) and a 53rd weekthe unfavorable impact of shipments in the prior period (1.4acquisitions and divestitures (3.9 pp). Organic Net Sales increased 5.9% drivendecreased 0.1% to $2.8 billion in 2019 compared to $2.8 billion in 2018 primarily due to unfavorable volume/mix (1.3 pp), partially offset by higher net pricing (3.2 pp) and favorable volume/mix (2.7(1.2 pp). Higher net pricing was driven primarily by pricing actions to offset higher input costs in local currency, primarily in Latin America. FavorableUnfavorable volume/mix was primarily drivendue to ongoing weakness in infant nutrition, partially offset by growth in condiments and sauces across all regions, partially offsetsauces. Higher pricing was primarily driven by declinesprice increases in nutritional beverages in India.Brazil and Mexico.
Segment Adjusted EBITDA decreased 11.5% primarily due42.8% to $363 million in 2019 compared to $635 million in 2018, including the unfavorable impact of foreign currency (17.4(22.6 pp, including a 14.020.8 pp impact from the devaluation of the Venezuelan bolivar). and costs not expected to repeat, from a combination of higher labor-related expenses from the impact of the Holidays Act in New Zealand, as well as asset- and inventory-related write-offs in Australia, New Zealand, and Latin America. Excluding these factors, the currency impact,decrease in Segment Adjusted EBITDA increased,was primarily driven by organic sales growth that was partially offset by increased marketing investmentsdue to higher supply chain costs and a 53rd week of shipments (approximately 1.0 pp) in the prior period.Heinz India Transaction which closed on January 30, 2019.


Critical Accounting PoliciesEstimates
Note 1, Background2, Significant Accounting Policies, in Item 8, Financial Statements and Basis of PresentationSupplementary Data, to the consolidated financial statements includes a summary of the significant accounting policies we used to prepare our consolidated financial statements. The following is a review of the more significant assumptions and estimates as well as the accounting policies we used to prepare our consolidated financial statements.
Principles of Consolidation:
The consolidated financial statements include The Kraft Heinz Company, as well as our wholly-owned and majority-owned subsidiaries. All intercompany transactions are eliminated.
Revenue Recognition:
Our revenues are primarily derived from customer orders for the purchase of our products. We recognize revenues as performance obligations are fulfilled when title and risk of loss passcontrol passes to our customers. We record revenues net of variable consideration, including consumer incentives and performance obligations related to trade promotions, excluding taxes, and includeincluding all shipping and handling charges billed to customers.customers (accounting for shipping and handling charges that occur after the transfer of control as fulfillment costs). We also record provisionsa refund liability for estimated product returns and customer allowances as reductions to revenues within the same period that the revenue is recognized. We base these estimates principally on historical and current period experience factors.

We recognize costs paid to third party brokers to obtain contracts as expenses as our contracts are generally less than one year.
Advertising, Consumer Incentives, and Trade Promotions:
We promote our products with advertising, consumer incentives, and performance obligations related to trade promotions. Consumer incentives and trade promotions include, but are not limited to, discounts, coupons, rebates, performance basedperformance-based in-store display activities, and volume-based incentives. ConsumerVariable consideration related to consumer incentive and trade promotion activities areis recorded as a reduction to revenues based on amounts estimated as being due to customers and consumers at the end of a period. We base these estimates principally on historical utilization, redemption rates, and/or current period experience factors. We review and adjust these estimates each quarterat 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. We then review and adjust these estimates each quarter based on actual experience and other information. We recorded advertising expenses of $534 million in 2019, $584 million in 2018, and $629 million in 2017, $708 millionwhich represented costs to obtain physical advertisement spots in 2016,television, radio, print, digital, and $464 millionsocial channels. We also incur other advertising and marketing costs such as shopper marketing, sponsorships, and agency advertisement conception, design, and public relations fees. Total advertising and marketing costs were $1.1 billion in 2015.2019, 2018, and 2017.
Goodwill and Intangible Assets:
TheWe maintain 19 reporting units, 11 of which comprise our goodwill balance. These 11 reporting units had an aggregate carrying valueamount of goodwill and$35.5 billion as of December 28, 2019. Our indefinite-lived intangible assets was $98.5asset balance primarily consists of a number of individual brands, which had an aggregate carrying amount of $43.4 billion atas of December 30, 2017 and $97.4 billion at December 31, 2016. These balances are largely attributable to asset valuations performed in connection with the 2013 Merger and the 2015 Merger. See Note 2, Merger and Acquisition, and Note 7, Goodwill and Intangible Assets, for additional information.28, 2019.
We test goodwillour reporting units and indefinite-lived intangible assetsbrands for impairment at least annually inas of the first day of our second quarter, or when a triggering event occurs. The first step ofmore frequently if events or circumstances indicate it is more likely than not that the goodwill impairment test compares the reporting unit’s estimated fair value with its carrying value. If the carrying value of a reporting unit’s net assets exceedsunit or brand is less than its fair value,carrying amount. Such events and circumstances could include a sustained decrease in our market capitalization, increased competition or unexpected loss of market share, increased input costs beyond projections (for example due to regulatory or industry changes), disposals of significant brands or components of our business, unexpected business disruptions (for example due to a natural disaster or loss of a customer, supplier, or other significant business relationship), unexpected significant declines in operating results, significant adverse changes in the second step would be applied to measure the difference between the carrying value and implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, the goodwill would be considered impaired and would be reduced to its implied fair value.markets in which we operate, or changes in management strategy. We test indefinite-lived intangible assetsreporting units for impairment by comparing the estimated fair value of each intangible assetreporting unit with its carrying value.amount. We test brands for impairment by comparing the estimated fair value of each brand with its carrying amount. If the carrying valueamount of a reporting unit or brand exceeds its estimated fair value, we record an impairment loss based on the intangible asset would be considered impaireddifference between fair value and would be reduced to fair value.
We performed our annual impairment testingcarrying amount, in the second quartercase of 2017. No impairment of goodwill was reported as a result of our 2017 annual goodwill impairment test. Each of our goodwill reporting units, had excess fair value over itsnot to exceed the associated carrying valueamount of at least 10% as of April 2, 2017 (our goodwill impairment testing date). Additionally, as a result of our annual indefinite-lived intangible asset impairment tests, we recognized a non-cash impairment loss of $49 million in SG&A in 2017. This loss was due to continued declines in nutritional beverages in India. The loss was recorded in our Europe segment as the related trademark is owned by our Italian subsidiary. Each of our other brands had excess fair value over its carrying value of at least 10% as of April 2, 2017.goodwill.


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 indefinite-lived intangible assetsbrands requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and economicregulatory conditions. These assumptions and estimates include projected revenues andestimated future annual net cash flows, income tax considerations, discount rates, growth rates, terminal growthroyalty rates, competitive and consumer trends, market-based discount rates,contributory asset charges, and other market factors. If current expectations of future growth rates and margins are not met, orif market factors outside of our control, such as discount rates, change, significantly,or if management’s expectations or plans otherwise change, including as a result of updates to our global five-year operating plan, then one or more of our reporting units or intangible assetsbrands might become impaired in the future. We are currently actively reviewing the enterprise strategy for the Company. As part of this strategic review, we expect to develop updates to the five-year operating plan in 2020, which could impact the allocation of investments among reporting units and brands and impact growth expectations and fair value estimates. Additionally, as a result of this strategic review process, we could decide to divest certain non-strategic assets. As a result, the ongoing development of the enterprise strategy and underlying detailed business plans could lead to the impairment of one or more of our reporting units or brands in the future, or a decision to amortize indefinite-lived intangible assets over a defined period of time.
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 in the current year and in the prior year. Our reporting units and brands that were impaired in 2018 and 2019 were written down to their respective fair values resulting in zero excess fair value over carrying amount as of the applicable impairment test dates. Accordingly, these and other individual reporting units and brands that have 20% or less excess fair value over carrying amount as of their latest 2019 impairment testing date have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. Reporting units with 10% or less fair value over carrying amount had an aggregate goodwill carrying amount of $32.4 billion as of their latest 2019 impairment testing date and included U.S. Grocery, U.S. Refrigerated, U.S. Foodservice, Canada Retail, Canada Foodservice, Latin America Exports, and EMEA East. Reporting units with between 10-20% fair value over carrying amount had an aggregate goodwill carrying amount of $676 million as of their latest 2019 impairment testing date and included Continental Europe and Northeast Asia. The aggregate goodwill carrying amount of reporting units with fair value over carrying amount between 20-50% was $2.4 billion and there were no reporting units with fair value over carrying amount in excess of 50% as of their latest 2019 impairment testing date. Brands with 10% or less fair value over carrying amount had an aggregate carrying amount after impairment of $26.2 billion as of their latest 2019 impairment testing date and included: Kraft, Philadelphia, Velveeta, Lunchables, Miracle Whip, Planters, Maxwell House, Cool Whip, and ABC. Brands with between 10-20% fair value over carrying amount had an aggregate carrying amount of $3.7 billion as of their latest 2019 impairment testing date and included Oscar Mayer, Jet Puffed, Wattie’s, and Quero. The aggregate carrying amount of brands with fair value over carrying amount between 20-50% was $4.2 billion as of their latest 2019 impairment testing date. Although the remaining brands, with a carrying value of $9.2 billion, have more than 50% excess fair value over carrying amount as of their latest 2019 impairment testing date, these amounts are also associated with recently acquired businessesthe 2013 Heinz acquisition and the 2015 Merger and are recorded on the balance sheet at their estimated acquisition date fair values,values. Therefore, if any estimates, market factors, or assumptions, including those related to our enterprise strategy or business plans, change in the future, these amounts are morealso susceptible to impairments.
We generally utilize the discounted cash flow method under the income approach to estimate the fair value of our reporting units. 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, and a discount rate that appropriately reflects the risks inherent in each future cash flow stream. 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. 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, and management’s intent to invest in the brand indefinitely. 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. 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. 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.


The discount rates, long-term growth rates, and royalty rates used to estimate the fair values of our reporting units and brands with 10% or less excess fair value over carrying amount, as well as the goodwill or brand carrying amounts, as of the latest 2019 impairment risk if business operating resultstesting date for each reporting unit or macroeconomic conditions deteriorate.brand, were as follows:
 Goodwill or Brand Carrying Amount
(in billions)
 Discount Rate Long-Term Growth Rate Royalty Rate
  Minimum Maximum Minimum Maximum Minimum Maximum
Reporting units$32.4
 6.8% 10.3% 1.0% 4.0%    
Brands
(excess earnings method)
19.4
 7.7% 7.8% 0.8% 2.0%    
Brands
(relief from royalty method)
6.8
 7.0% 10.7% 0.5% 3.5% 7.0% 20.0%
The discount rates, long-term growth rates, and royalty rates used to estimate the fair values of our reporting units and brands with between 10-20% excess fair value over carry amount, as well as the goodwill or brand carrying amounts, as of the latest 2019 impairment testing date for each reporting unit or brand, were as follows:
 Goodwill or Brand Carrying Amount
(in billions)
 Discount Rate Long-Term Growth Rate Royalty Rate
  Minimum Maximum Minimum Maximum Minimum Maximum
Reporting units$0.7
 6.5% 11.3% 2.5% 3.5%    
Brands
(excess earnings method)
3.3
 7.8% 7.8% 1.0% 1.0%    
Brands
(relief from royalty method)
0.4
 7.6% 10.3% 1.3% 4.0% 1.0% 17.0%
Assumptions used in impairment testing are made at a point in time and require significant judgment; therefore, they are subject to change based on the facts and circumstances present at each annual and interim impairment test date. Additionally, these assumptions are generally interdependent and do not change in isolation. However, as it is reasonably possible that changes in assumptions could occur, as a sensitivity measure, we have presented the estimated effects of isolated changes in discount rates, long-term growth rates, and royalty rates on the fair values of our reporting units and brands with 10% or less excess fair value over carrying amount and between 10-20% excess fair value over carrying amount. These estimated changes in fair value are not necessarily representative of the actual impairment that would be recorded in the event of a fair value decline.
If we had changed the assumptions used to estimate the fair value of our reporting units and brands with 10% or less excess fair value over carrying amount, as of the latest 2019 impairment testing date for each of these reporting units and brands, these isolated changes, which are reasonably possible to occur, would have led to the following increase/(decrease) in the aggregate fair value of these reporting units and brands (in billions):
 Discount Rate Long-Term Growth Rate Royalty Rate
 50-Basis-Point 25-Basis-Point 100-Basis-Point
 Increase Decrease Increase Decrease Increase Decrease
Reporting units$(5.5) $6.6
 $2.7
 $(2.4)    
Brands (excess earnings method)(1.4) 1.7
 0.6
 (0.6)    
Brands (relief from royalty method)(0.5) 0.6
 0.2
 (0.2) $0.6
 $(0.6)
If we had changed the assumptions used to estimate the fair value of our reporting units and brands with between 10-20% excess fair value over carrying amount, as of the latest 2019 impairment testing date for each of these reporting units and brands, these isolated changes, which are reasonably possible to occur, would have led to the following increase/(decrease) in the aggregate fair value of these reporting units and brands (in billions):
 Discount Rate Long-Term Growth Rate Royalty Rate
 50-Basis-Point 100-Basis-Point
 Increase Decrease Increase Decrease Increase Decrease
Reporting units$(0.2) $0.2
 $0.1
 $(0.1)    
Brands (excess earnings method)(0.3) 0.3
 0.1
 (0.1)    
Brands (relief from royalty method)
 
 
 
 $0.1
 $(0.1)


Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited,benefited. We review definite-lived intangible assets for impairment when conditions exist that indicate the carrying amount of the assets may not be recoverable. Such conditions could include significant adverse changes in the business climate, current-period operating or cash flow losses, significant declines in forecasted operations, or a current expectation that an asset group will be disposed of before the end of its useful life. We perform undiscounted operating cash flow analyses to determine if an impairment exists. When testing for impairment of definite-lived intangible assets held for use, we group assets at the lowest level for which cash flows are separately identifiable. If an impairment is determined to exist, the loss is calculated based on estimated fair value. Impairment losses on definite-lived intangible assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.
See Note 9, Goodwill and are reviewed when appropriateIntangible Assets, in Item 8, Financial Statements and Supplementary Data, for possible impairment.

our impairment testing results.
Postemployment Benefit Plans:
We maintain various retirement plans for the majority of our employees. These include pension benefits, postretirement health care benefits, and defined contribution benefits. The cost of these plans is charged to expense over an appropriate term based on, among other things, the working lifecost component and whether the plan is active or inactive. Changes in the fair value of the covered employees. We generally amortizeour 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 within costusing the corridor approach. The corridor is 10% of products soldthe greater of the market-related value of the plan’s asset or projected benefit obligation. Any actuarial gains and SG&A.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 20182020 health care cost trend rate assumption will be 6.7%6.5%. We established this rate based upon our most recent experience as well as our expectation for health care trend rates going forward. We anticipate the weighted average assumed ultimate trend rate will be 4.9%. The year in which the ultimate trend rate is reached varies by plan, ranging between the years 20182020 and 2030. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have had the following effects, increase/(decrease) in cost and obligation, as of December 30, 201728, 2019 (in millions):
One-Percentage-PointOne-Percentage-Point
Increase (Decrease)Increase (Decrease)
Effect on annual service and interest cost$4
 $(3)$3
 $(2)
Effect on postretirement benefit obligation55
 (47)55
 (47)
Our 20182020 discount rate assumption will be 3.3% for service cost and 2.7% for interest cost for our postretirement plans. Our 2020 discount rate assumption will be 3.6% for service cost and 3.0% for interest cost for our postretirement plans. Our 2018 discount rate assumption will be 3.8%U.S. pension plans and 2.5% for service cost and 3.3% for interest cost for our U.S. pension plans and 3.0% for service cost and 2.2%1.8% for interest cost for our non-U.S. pension 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.
In 2016, we changed the method we use to estimate the service cost and interest cost components of net pension cost/(benefit) and net postretirement benefit plan costs resulting in a decrease to these cost components. We now use a full yield curve approach to estimate service cost and interest cost by applying the specific spot rates along the yield curve used to determine the benefit obligation to the relevant projected cash flows. Previously, we estimated service cost and interest cost using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. We made this change to provide a more precise measurement of service cost and interest cost by improving the correlation between projected benefit cash flows and the corresponding spot yield curve rates. This change will not affect the measurement of our total benefit obligations. We accounted for this change prospectively as a change in accounting estimate.
Our 20182020 expected return on plan assets will be 4.4%4.7% (net of applicable taxes) for our postretirement plans. Our 20182020 expected rate of return on plan assets will be 5.5%4.5% for our U.S. pension plans and 4.5%3.8% 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. We attempt to maintain our target asset allocation by re-balancing between asset classes as we make contributions and monthly benefit payments.
While we do not anticipate further changes in the 20182020 assumptions for our U.S. and non-U.S. pension and postretirement benefit plans, as a sensitivity measure, a 100-basis point100-basis-point change in our discount rate or a 100-basis-point change in the expected rate of return on plan assets would have had the following effects, increase/(decrease) in cost (in millions):
U.S. Plans Non-U.S. PlansU.S. Plans Non-U.S. Plans
100-Basis-Point 100-Basis-Point100-Basis-Point 100-Basis-Point
Increase Decrease Increase DecreaseIncrease Decrease Increase Decrease
Effect of change in discount rate on pension costs$9
 $(19) $8
 $(21)$11
 $(27) $8
 $(5)
Effect of change in expected rate of return on plan assets on pension costs(46) 46
 (41) 41
(47) 47
 (28) 28
Effect of change in discount rate on postretirement costs(4) (9) 
 (1)(8) 6
 (1) (1)
Effect of change in expected rate of return on plan assets on postretirement costs(11) 11
 
 
(11) 11
 
 


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. Significant judgment is required in determining our annual tax rate and in evaluating the uncertainty of our tax positions. We recognize a benefit for tax positions that we believe will more likely than not be sustained upon examination. The amount of benefit recognized is the largest amount of benefit that we believe has more than a 50% probability of being realized upon settlement. We regularly monitor our tax positions and adjust the amount of recognized tax benefit based on our evaluation of information that has become available since the end of our last financial reporting period. The annual tax rate includes the impact of these changes in recognized tax benefits. When adjusting the amount of recognized tax benefits, we do not consider information that has become available after the balance sheet date, however we do disclose the effects of new information whenever those effects would be material to our financial statements. Unrecognized tax benefits represent the difference between the amount of benefit taken or expected to be taken in a tax return and the amount of benefit recognized for financial reporting. These unrecognized tax benefits are recorded primarily within other non-current liabilities on the consolidated balance sheets.
We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. When assessing the need for valuation allowances, we consider future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, we would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or chargedecrease to income. 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.
U.S. Tax Reform significantly changed U.S. tax law by, among other things, lowering the federal corporate tax rate from 35.0% to 21.0%, effective January 1, 2018, implementing a territorial tax system, and imposing a one-time toll charge on deemed repatriated earnings of foreign subsidiaries as of December 30, 2017. In addition, there are many new provisions, including changes to bonus depreciation, the deduction for executive compensation and interest expense, a tax on global intangible low-taxed income provisions (“GILTI”), the base erosion anti-abuse tax (“BEAT”), and a deduction for foreign-derived intangible income (“FDII”). The two material items that impacted us in 2017 were the corporate tax rate reduction and the one-time toll charge. While the corporate tax rate reduction is effective January 1, 2018, we accounted for this anticipated rate change in 2017, the period of enactment.
The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides us with up to one year to finalize accounting for the impacts of U.S. Tax Reform. When the initial accounting for U.S Tax Reform impacts is incomplete, we may include provisional amounts when reasonable estimates can be made or continue to apply the prior tax law if a reasonable estimate cannot be made. We have estimated the provisional tax impacts related to the toll charge, certain components of the revaluation of deferred tax assets and liabilities, including depreciation and executive compensation, and the change in our indefinite reinvestment assertion. As a result, we recognized a net tax benefit of approximately $7.0 billion, including a reasonable estimate of our deferred income tax benefit of approximately $7.5 billion related to the corporate rate change, which was partially offset by a reasonable estimate of $312 million for the toll charge and approximately $125 million for other tax expenses, including a change in our indefinite reinvestment assertion. We have elected to account for the tax on GILTI as a period cost and thus have not adjusted any of the deferred tax assets and liabilities of our foreign subsidiaries for U.S. Tax Reform. The ultimate impact may differ from these provisional amounts due to gathering additional information to more precisely compute the amount of tax, changes in interpretations and assumptions, additional regulatory guidance that may be issued, and actions we may take. We expect to finalize accounting for the impacts of U.S. Tax Reform when the 2017 U.S. corporate income tax return is filed in 2018.
In connection with U.S. Tax Reform, we have also reassessed our international investment assertions and no longer consider the historic earnings of our foreign subsidiaries as of December 30, 2017 to be indefinitely reinvested. We have made a reasonable estimate of local country withholding taxes that would be owed when our historic earnings are distributed. As a result, we have recorded deferred income taxes of $96 million on approximately $1.2 billion of historic earnings.
New Accounting Pronouncements
See Note 1, Background3, New Accounting Standards, in Item 8, Financial Statements and Basis of PresentationSupplementary Data, to the consolidated financial statements for a discussion of new accounting pronouncements.
Contingencies
See Note 15, 17, Commitments and Contingencies, to the consolidated financial statementsin Item 8, Financial Statements and Supplementary Data, for a discussion of our contingencies.

Commodity Trends
We purchase and use large quantities of commodities, including dairy products, meat products, coffee beans, nuts, tomatoes, potatoes, soybean and vegetable oils, sugar and other sweeteners, corn products, and wheat products to manufacture our products. In addition, we purchase and use significant quantities of resins, metals, and cardboard to package our products and natural gas to operate our facilities. We continuously monitor worldwide supply and cost trends of these commodities.
We define our key commodities in the United States and Canada as dairy, meat, coffee, and nuts. In 2017,2019, we experienced cost increases in our key commodities, includingfor dairy meat, and coffee,meat, while costs for nuts were flat.and coffee decreased. We manage commodity cost volatility primarily through pricing and risk management strategies. As a result of these risk management strategies, our commodity costs may not immediately correlate with market price trends.
Dairy commodities, primarily milk and cheese, are the most significant cost components of our cheese products. We purchase our dairy raw material requirements from independent third parties, such as agricultural cooperatives and independent processors. Market supply and demand, as well as government programs, significantly influence the prices for milk and other dairy products. Significant cost components inof our meat businessproducts include pork, beef, and poultry, which we primarily purchase from applicable local markets. Livestock feed costs and the global supply and demand for U.S. meats influence the prices of these meat products. The most significant cost component of our coffee products is coffee beans, which we purchase on global markets. Quality and availability of supply, currency fluctuations, and consumer demand for coffee products impact coffee bean prices. The most significant cost components in our nut products include peanuts, cashews, and almonds, which we purchase on both domestic and global markets, where global market supply and demand is the primary driver of prices.


Liquidity and Capital Resources
On February 14, 2020, Fitch and S&P downgraded our long-term credit rating from BBB- to BB+ with a stable outlook from Fitch and a negative outlook from S&P. As a result of the downgrades, our ability to borrow under our commercial paper program may be adversely affected for a period of time due to limitations on or elimination of our ability to access the commercial paper market. In addition, we could experience an increase in interest costs as a result of the downgrades. We do not expect any change in our plans to access liquidity over the next year as a result of the downgrades. These downgrades do not constitute a default or event of default under any of our debt instruments. Limitations on or elimination of our ability to access the commercial paper program may require us to borrow under the Senior Credit Facility, if necessary to meet liquidity needs. Our ability to borrow under the Senior Credit Facility is not affected by the downgrades.
We believe that cash generated from our operating activities securitization programs, commercial paper programs, and Senior Credit Facility (as defined below) will provide sufficient liquidity to meet our working capital needs, restructuring expenditures, planned capital expenditures, contributions to our postemployment benefit plans, future contractual obligations (including repayments of long-term debt), and payment of our anticipated quarterly common stock dividends.dividends, planned capital expenditures, restructuring expenditures, and contributions to our postemployment benefit plans. An additional potential source of liquidity is access to capital markets. We intend to use our cash on hand and our commercial paper programs for daily funding requirements.requirements and access to our Senior Credit Facility, if necessary. Overall, while we are not currently eligible to use a registration statement on Form S-3 for any public offerings of registered debt or equity securities to raise capital, we do not expect our ineligibility to use a registration statement on Form S-3 to have any negative effects on our funding sources that would have a material effect on our short-term or long-term liquidity.
Cash Flow Activity for 2017 compared2019 Compared to 2016:2018:
Net Cash Provided by/Used for Operating Activities:
Net cash provided by operating activities was $527 million$3.6 billion for the year ended December 30, 201728, 2019 compared to $2.6 billion for the year ended December 31, 2016. The decrease in cash provided by operating activities29, 2018. This increase was primarily driven by the $1.2 billion pre-funding of our postretirement benefit plans in 2017, lowerhigher collections on trade receivables resulting from the reduction of receivables recorded as more werea non-cash exchangedexchange for sold receivables favorable changesas we unwound all of our accounts receivable securitization and factoring programs (the “Programs”) in accounts payable from vendor payment term renegotiations that were less pronounced than2018 and as our trade receivables balance was higher at the end of 2018 compared to the end of 2017. This increase was partially offset by a federal tax refund received in the prior year, tax payments associated with the Heinz India Transaction, and increased cash payments offor employee bonuses in 2017. The decrease2019. See Note 16, Financing Arrangements, in cash provided by operating activities was partially offset by lower cash paymentsItem 8, Financial Statements and Supplementary Data, for income taxes in 2017 driven byadditional information on our pre-funding of postretirement plan benefits following U.S. Tax Reform enactment on December 22, 2017.Programs.
Net Cash Provided by/Used for Investing Activities:
Net cash provided by investing activities was $1.2 billion for the year ended December 30, 2017 compared to $1.5 billion for the year ended December 31, 2016. The decrease28, 2019 compared to $288 million for the year ended December 29, 2018. This increase was primarily driven by proceeds from our Canada Natural Cheese Transaction and Heinz India Transaction, proceeds from our net investment hedges, lower capital expenditures, and lower cash payments to acquire businesses year over year. These increases in cash provided by investing activities was primarily due towere partially offset by lower cash inflows fromcollections on previously sold receivables, as we unwound all of our accounts receivable securitization and factoring programs, as well as lower proceeds from cash settlements on net investment hedges. Capital expenditures were flatPrograms in 2017 compared to 2016.2018. We expect 20182020 capital expenditures to be approximately $850$750 million. The expected decrease is primarily attributed toSee Note 4, Acquisitions and Divestitures, in Item 8, Financial Statements and Supplementary Data, for additional information on the wind-up of footprint costs inCanada Natural Cheese Transaction, the U.S.Heinz India Transaction, and Canada related to our Integration Program.acquisitions.
Net Cash Provided by/Used for Financing Activities:
Net cash used for financing activities was $4.2$3.9 billion for the year ended December 30, 201728, 2019 compared to $4.6$3.4 billion for the year ended December 31, 2016. The decrease29, 2018. This increase was primarily driven by the benefit of fewer dividend payments in 2017 compared to 2016, which more than offset higher net repayments of long-term debt and commercial paper in 2017 compared to 2016, including cash outflows associated with the redemption of our Series A Preferred Stock in 2016. Dividend payments were lower in 2017 compared to 2016 due to the absence of the Series A Preferred Stock dividendhigher debt prepayment and the impact of four common stock cash distributions in 2017 compared to five such distributions in 2016. See Equity and Dividends for additional information on cash distributionsextinguishment costs, primarily related to common stockour tender offers in September 2019 and Series A Preferred Stock.

Cash Flow Activity for 2016 compared to 2015:
Net Cash Provided by/Used for Operating Activities:
Net cash provided by operating activities was $2.6 billiondebt redemptions in 2016 compared to $1.3 billion in 2015. The increase in cash provided by operating activities was primarily due to an increase in operating income as a result of the 2015 Merger, as well as favorable changes in accounts payable due to payment term extensions from vendor renegotiations. The increase in cash provided by operating activities was partially offset by lower collections on receivables as more were non-cash exchanged for sold receivables, as well as unfavorable changes in other current liabilities, and to a lesser degree, inventories. The change in other current liabilities was primarily driven by increased payments in 2016 related to income taxes.
Net Cash Provided by/Used for Investing Activities:
Net cash provided by investing activities was $1.5 billion in 2016 comparedOctober 2019. These increases to net cash used for investingfinancing activities of $8.3 billion in 2015. The change was primarily driven by increased cash inflows from our accounts receivable securitization and factoring programs,were partially offset by an increase in capital expendituresdecreased cash distributions related to our dividends and lower proceedsnet repayments of commercial paper. Proceeds from cash settlements on net investment hedges. Capital expenditures increased to $1.2 billion in 2016 primarily due to integration and restructuring activities in the United States. The change also reflected cash paid to acquire Kraft in 2015.long-term debt issuances were mostly flat year over year. See Note 2, Merger18, Debt, in Item 8, Financial Statements and AcquisitionSupplementary Data, to the consolidated financial statements for additional information on the 2015 Merger.
Net Cash Provided by/Used for Financing Activities:
Net cash used for financing activities was $4.6 billion in 2016 compared to net cash provided by financing activities of $10.0 billion in 2015. This decrease in cash provided by financing activities was primarily driven by proceeds of $10.0 billion from our issuance of common stock to the Sponsors in connection with the 2015 Merger, the Series A Preferred Stock redemption in June 2016, and the impact of five common stock cash distributions in 2016 compared to two such cash distributions in 2015. The decrease in cash provided by financing activities was partially offset by net proceeds from our long-term debt issuances in May 2016 and net proceeds from our issuance of commercial paper, which were our primary sources of funding for the Series A Preferred Stock redemption. Additionally, in the prior year we had a benefit from proceeds from the issuance of long-term debt, which were largely offset by repayments of long-term debt. Our cash used for financing activities in 2016 also reflected the impact of one cash distribution related to our Series A Preferred Stock in 2016 compared to five such cash distributions in 2015.tender offers. See Equity and Dividendswithin in this item for additional information on cash distributions related to common stock and Series A Preferred Stock.our dividends.
Cash Held by International Subsidiaries:
Of the $1.6$2.3 billion cash and cash equivalents on our consolidated balance sheet at December 30, 2017, $1.1 billion28, 2019, $869 million was held by international subsidiaries.
InSubsequent to January 1, 2018, we consider the future, we could repatriate up to approximately $6.5 billion of international cash to the U.S. without incurring any additional significant income tax expense. Our approximately $5.0 billion of unremitted historic earnings of our foreigncertain international subsidiaries was taxed via the U.S. Tax Reform toll charge in 2017. In connection with U.S. Tax Reform, we have also reassessed our international investment assertions and no longer consider these earningsthat impose local country taxes on dividends to be indefinitely reinvested. We have madeFor those undistributed earnings considered to be indefinitely reinvested, our intent is to reinvest these funds in our international operations, and our current plans do not demonstrate a reasonable estimateneed to repatriate the accumulated earnings to fund our U.S. cash requirements. The amount of unrecognized deferred tax liabilities for local country withholding taxes that would be owed whenrelated to our 2018 and 2019 accumulated earnings of certain international subsidiaries is approximately $70 million.


Our undistributed historic earnings in foreign subsidiaries through December 30, 2017 are distributed.currently not considered to be indefinitely reinvested. As a result,of December 28, 2019, we have recorded an estimatea deferred tax liability of $96$20 million on approximately $300 million of historic earnings related to deferred income taxes to reflect local country withholding taxes that will be owed when this cash is distributed. As of December 29, 2018, we had recorded a deferred tax liability of $78 million on $1.2 billion of historic earnings. The remaining amountdecreases in our deferred tax liability and historic earnings are primarily due to repatriation. Related to these distributions, we reduced our historic earnings by approximately $700 million and recorded tax expenses of up to approximately $1.5 billion represents intercompany loans$40 million and previously taxed income which could be repatriated toreduced the deferred tax liability accordingly. Additionally, we reduced our historic earnings by approximately $110 million following the ratification of the U.S. without incurring any additional significant income tax expense.treaty with Spain, which eliminated withholding tax on Spanish distributions and resulted in a tax benefit of approximately $11 million and a corresponding decrease in our deferred tax liability. Finally, we reduced our historic earnings by approximately $30 million related to a held for sale business in our Rest of World segment, which resulted in a tax benefit of approximately $6 million.
Total Debt:Trade Payables Programs:
In 2017,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. Our current payment terms with our suppliers, which we deem to be commercially reasonable, generally range from 0 to 200 days. We also maintain agreements with third party administrators that allow participating suppliers to track payment obligations from us, and, at the sole discretion of the supplier, sell one or more of those payment obligations to participating financial institutions. We have no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions. Our obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. Supplier participation in these agreements is voluntary. We estimate that the amounts outstanding under these programs were $370 million at December 28, 2019 and $440 million at December 29, 2018.
Borrowing Arrangements:
We have historically obtained funding through our U.S. and European commercial paper programs. As of December 30, 2017, weWe had $448 million ofno commercial paper outstanding with a weighted average interest rate of 1.541%. As ofat December 31, 2016, we had $642 million of commercial paper outstanding, with a weighted average interest rate of 1.074%.28, 2019 or at December 29, 2018. The maximum amount of commercial paper outstanding during the year ended December 30, 201728, 2019 was $1.2 billion.$200 million.
We maintain our $4.0 billion senior unsecured revolving credit facility (the “SeniorSenior Credit Facility”). SubjectFacility, and subject to certain conditions, we may increase the amount of revolving commitments and/or add additional tranches of term loans in a combined aggregate amount of up to $1.0 billion. Our Senior Credit Facility contains customary representations, covenants, and events of default. No amounts were drawn on our Senior Credit Facility at December 30, 2017,28, 2019, at December 31, 2016,29, 2018, or during the years ended December 30, 2017,28, 2019, December 31, 2016,29, 2018, and January 3, 2016.
In August 2017, we repaid $600 million aggregate principal amount of our previously outstanding senior unsecured loan facility (the “Term Loan Facility”). Accordingly, there were no amounts outstanding on the Term Loan Facility at December 30, 2017. AtThe Senior Credit Facility contains representations, warranties, and covenants that are typical for these types of facilities and could, upon the occurrence of certain events of default, restrict our ability to access our Senior Credit Facility. We were in compliance with all financial covenants as of December 31, 2016, $600 million aggregate principal amount of our Term Loan Facility was outstanding.28, 2019.

Long-Term Debt:
Our long-term debt, including the current portion, was $29.2 billion at December 28, 2019 and $31.1 billion at December 30, 2017 and $31.8 billion at December 31, 2016. The29, 2018. This decrease in long-term debt was primarily duerelated to our June 2017the $2.9 billion aggregate principal amount of certain senior notes and second lien senior secured notes that were validly tendered in September 2019, the redemption of approximately $1.5 billion aggregate principal amount of senior notes in October 2019, and the repayment of approximately $2.0 billion$350 million aggregate principal amount of senior notes that matured in the period and our August 2017 repayment of the $600 million aggregate principal amount Term Loan Facility. The decrease was2019. These decreases to long-term debt were partially offset by approximately $1.5the $3.0 billion aggregate principal amount of senior notes issued in September 2019. We used the proceeds from the issuance of these senior notes, together with cash on hand, to fund our tender offers in September 2019 and to pay fees and expenses in connection therewith, and to fund the partial redemption of $1.3 billion aggregate principal amount of our 2.800% senior notes due July 2020 and 300 million Canadian dollar senior notes due July 2020.
We repaid approximately $405 million aggregate principal amount of senior notes on February 10, 2020. We have aggregate principal amount of senior notes of approximately 500 million Canadian dollars and $200 million maturing in July 2020. We expect to fund these long-term debt issued in August 2017. repayments primarily with cash on hand and cash generated from our operating activities.
Our long-term debt contains customary representations, covenants, and events of default. We were in compliance with all suchfinancial covenants atas of December 30, 2017. 28, 2019.
See Note 16, 18, Debt, to the consolidated financial statementsin Item 8, Financial Statements and Supplementary Data, for additional information.
We have approximately $2.5 billion aggregate principal amount and $C200 million aggregate principal amount of senior notes that will mature in the third quarter of 2018. We expectinformation related to fund theseour long-term debt repayments primarily with new long-term debt issuances, cash on hand, and cash generated from our operating activities.debt.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Off-Balance Sheet Arrangements:
We do not have guarantees or other off-balance sheet financing arrangements that we believe are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources.
See Note 14, Financing Arrangements, to the consolidated financial statements for a discussion of our

We have utilized accounts receivable securitization and factoring programs globally for our working capital needs and to provide efficient liquidity. During 2018, we had Programs in place in various countries across the globe. In the second quarter of 2018, we unwound our U.S. securitization program, which represented the majority of our Programs, using proceeds from the issuance of long-term debt in June 2018. As of December 29, 2018, we had unwound all of our Programs.
See Note 16, Financing Arrangements, in Item 8, Financial Statements and Supplementary Data, for a discussion of our Programs and other financing arrangements.
Aggregate Contractual Obligations:
The following table summarizes our contractual obligations at December 30, 201728, 2019 (in millions):
Payments DuePayments Due
2018 2019-2020 2021-2022 2023 and Thereafter Total2020 2021-2022 2023-2024 2025 and Thereafter Total
Long-term debt(a)
3,939
 5,653
 6,200
 32,779
 48,571
2,222
 5,394
 4,434
 35,773
 47,823
Capital leases(b)
35
 34
 64
 1
 134
Finance leases(b)
33
 96
 17
 80
 226
Operating leases(c)
103
 164
 99
 165
 531
163
 210
 108
 156
 637
Purchase obligations(d)
1,558
 1,251
 446
 439
 3,694
1,324
 1,038
 493
 89
 2,944
Other long-term liabilities(e)
80
 106
 94
 280
 560
47
 87
 125
 155
 414
Total5,715
 7,208
 6,903
 33,664
 53,490
3,789
 6,825
 5,177
 36,253
 52,044
(a)
Amounts represent the expected cash payments of our long-term debt, including interest on variable and fixed rate long-term debt. Interest on variable rate long-term debt is calculated based on interest rates at December 30, 2017.28, 2019.
(b)
Amounts represent the expected cash payments of our capitalfinance leases, including expected cash payments of interest expense.
(c)
Operating leases represent the minimum rental commitments under non-cancelablenon-cancellable operating leases.leases net of sublease income.
(d)
We have purchase obligations for materials, supplies, property, plant and equipment, and co-packing, storage, and distribution services based on projected needs to be utilized in the normal course of business. Other purchase obligations include commitments for marketing, advertising, capital expenditures, information technology, and professional services. 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. A fewSeveral of these obligations are long-term and are based on minimum purchase requirements. Certain purchase obligations contain variable pricing components, and, as a result, actual cash payments are expected to fluctuate based on changes in these variable components. Due to the proprietary nature of some of our materials and processes, certain supply contracts contain penalty provisions for early terminations. We do not believe that a material amount of penalties is reasonably likely to be incurred under these contracts based upon historical experience and current expectations. We exclude amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities from the table above.
(e)
Other long-term liabilities primarily consist of estimated payments for the one-time toll charge related to U.S. tax reform,Tax Reform, as well as postretirement benefit commitments. 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. Future payments related to other long-term liabilities decreased primarily due to payments of $1.2 billion in 2017 to pre-fund a portion of our U.S. postretirement plan benefits. See Note 10, Postemployment Benefits, to the consolidated financial statements for additional information.
During the second quarter of 2016, we redeemed all outstanding shares of our Series A Preferred Stock, therefore we no longer pay Series A Preferred Stock dividends. See Note 17, Capital Stock, to the consolidated financial statements for additional information.

Pension plan contributions were $330$19 million in 2017.2019. We estimate that 20182020 pension plan contributions will be approximately $50$19 million. Beyond 2018,2020, we are unable to reliably estimate the timing of contributions to our pension plans. Our actual contributions and plans may change due to many factors, including the timing of regulatory approval for the windup of certain non-U.S. pension plans, changes in tax, employee benefit, or other laws and regulations, tax deductibility, significant differences between expected and actual pension asset performance or interest rates, or other factors. As such, estimated pension plan contributions for 20182020 have been excluded from the above table.
Postretirement benefit plan contributions were $1.3 billion$12 million in 2017, including payments of $1.2 billion to pre-fund a portion of our U.S. postretirement plan benefits following enactment of U.S. Tax Reform on December 22, 2017.2019. We estimate that 20182020 postretirement benefit plan contributions will be approximately $15 million. Beyond 2018,2020, we are unable to reliably estimate the timing of contributions to our postretirement benefit 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 postretirement plan asset performance or interest rates, or other factors. As such, estimated postretirement benefit plan contributions for 20182020 have been excluded from the above table.
At December 30, 2017,28, 2019, 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 $428$468 million. The timing of payments will depend on the progress of examinations with tax authorities. We do not expect a significant tax payment related to these obligations within the next year. We are unable to make a reasonably reliable estimate as to if or when any significant cash settlements with taxing authorities may occur; therefore, we have excluded the amount of net unrecognized tax benefits from the above table.


Equity and Dividends
Series A Preferred Stock Dividends:
On June 7, 2016, we redeemed all outstanding shares of our Series A Preferred Stock. Accordingly, we no longer pay any associated dividends, and there were no such dividend payments in 2017.
Prior to the redemption, we made cash distributions of $180 million in the second quarter of 2016 compared to $900 million in 2015. Our Series A Preferred Stock entitled holders to a 9.00% annual dividend, to be paid in four dividends, in arrears on each March 7, June 7, and December 7, in cash. In 2015, there were five dividend payments because, concurrent with the declaration of our common stock dividend on December 8, 2015, we also declared and paid the Series A Preferred Stock dividend that would otherwise have been payable on March 7, 2016. Accordingly, there were no cash distributions related to our Series A Preferred Stock in the first quarter of 2016, resulting in only one dividend payment in 2016 prior to redemption.
See Note 17, Capital Stock, to the consolidated financial statements for a discussion of the Series A Preferred Stock.
Common Stock Dividends:
We paid common stock dividends of $2.0 billion in 2019, $3.2 billion in 2018, and $2.9 billion in 2017, $3.6 billion in 2016, and $1.3 billion in 2015.2017. Additionally, on February 16, 2018,13, 2020, our Board of Directors declared a cash dividend of $0.625$0.40 per share of common stock, which is payable on March 23, 201827, 2020 to shareholders of record on March 9, 2018.13, 2020.
The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net income, financial condition, cash requirements, future prospects, and other factors that our Board of Directors deems relevant to its analysis and decision making.

Supplemental Unaudited Pro Forma Condensed Combined Financial Information
The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the 2015 Merger, which was consummated on July 2, 2015, and the related equity investments, based on the historical results of operations of Heinz and Kraft. See Note 1, Background and Basis of Presentation, and Note 2, Merger and Acquisition, to the consolidated financial statements for additional information on the 2015 Merger.
The following unaudited pro forma condensed combined statements of income for the year ended January 3, 2016 is based on the historical financial statements of Heinz and Kraft after giving effect to the 2015 Merger, related equity investments, and the assumptions and adjustments described in the accompanying notes to this unaudited pro forma condensed combined statement of income.
The Kraft Heinz statement of income information for the year ended January 3, 2016 was derived from the consolidated financial statements included elsewhere in this Form 10-K. The historical Kraft statement of income includes information for the six months ended June 27, 2015 derived from Kraft’s unaudited condensed consolidated financial statements included in our Current Report on Form 8-K filed with the SEC on July 7, 2016 and information for the period from June 27, 2015 to July 2, 2015 derived from Kraft’s books and records.
The unaudited pro forma condensed combined statements of income are presented as if the 2015 Merger had been consummated on December 30, 2013, the first business day of our 2014 fiscal year, and combine the historical results of Heinz and Kraft. This is consistent with internal management reporting. The unaudited pro forma condensed combined statements of income set forth below primarily give effect to the following assumptions and adjustments:
Application of the acquisition method of accounting;
The issuance of Heinz common stock to the Sponsors in connection with the equity investments;
The pre-closing Heinz share conversion;
The exchange of one share of Kraft Heinz common stock for each share of Kraft common stock; and
Conformance of accounting policies.
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the completion of the acquisition. We utilized estimated fair values at the 2015 Merger Date to allocate the total consideration exchanged to the net tangible and intangible assets acquired and liabilities assumed. This allocation was final as of July 3, 2016.
The unaudited pro forma condensed combined financial information has been prepared in accordance with SEC Regulation S-X Article 11 and is not necessarily indicative of the results of operations that would have been realized had the transactions been completed as of the dates indicated, nor are they meant to be indicative of our anticipated combined future results. In addition, the accompanying unaudited pro forma condensed combined statements of income do not reflect any additional anticipated synergies, operating efficiencies, cost savings, or any integration costs that may result from the 2015 Merger.
The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed combined statements of income to give effect to unaudited pro forma events that are (1) directly attributable to the transaction, (2) factually supportable and (3) are expected to have a continuing impact on the results of operations of the combined company. As a result, under SEC Regulation S-X Article 11, certain expenses such as deal costs and non-cash costs related to the fair value step-up of inventory (“Inventory Step-up Costs”), if applicable, are eliminated from pro forma results in the periods presented. In contrast, under the ASC 805 presentation in Note 2, Merger and Acquisition, to the consolidated financial statements, these expenses are required to be included in prior year pro forma results.
The unaudited pro forma condensed combined financial information, including the related notes, should be read in conjunction with the historical consolidated financial statements and related notes of Kraft, and with our consolidated financial statements included elsewhere in this Form 10-K. The historical SEC filings of Kraft are available to the public at the SEC’s website at www.sec.gov.

The Kraft Heinz Company
Pro Forma Condensed Combined Statements of Income
For the Year Ended January 3, 2016
(in millions, except per share data)
(Unaudited)
 Kraft Heinz Historical Kraft Pro Forma Adjustments Pro Forma
Net sales$18,338
 $9,109
 $
 $27,447
Cost of products sold12,577
 6,103
 (381) 18,299
Gross profit5,761
 3,006
 381
 9,148
Selling, general and administrative expenses3,122
 1,532
 (41) 4,613
Operating income2,639
 1,474
 422
 4,535
Interest expense1,321
 247
 (40) 1,528
Other expense/(income), net305
 (16) 
 289
Income/(loss) before income taxes1,013
 1,243
 462
 2,718
Provision for/(benefit from) income taxes366
 400
 178
 944
Net income/(loss)647
 843
 284
 1,774
Net income/(loss) attributable to noncontrolling interest13
 
 
 13
Net income/(loss) attributable to Kraft Heinz634
 843
 284
 1,761
Preferred dividends900
 
 
 900
Net income/(loss) attributable to common shareholders$(266) $843
 $284
 $861
        
Basic common shares outstanding786
 
 416
 1,202
Diluted common shares outstanding786
 
 436
 1,222
        
Per share data applicable to common shareholders:       
Basic earnings/(loss)$(0.34) $
 $1.06
 $0.72
Diluted earnings/(loss)(0.34) 
 1.04
 0.70

The Kraft Heinz Company
Summary of Pro Forma Adjustments
(in millions)
(Unaudited)
 January 3,
2016
(53 weeks)
Impact to cost of products sold: 
Postemployment benefit costs(a)
$(34)
Inventory step-up(b)
(347)
Impact to cost of products sold$(381)
  
Impact to selling, general and administrative expenses: 
Depreciation and amortization(c)
$84
Compensation expense(d)
31
Postemployment benefit costs(a)
11
Deal costs(e)
(167)
Impact to selling, general and administrative expenses$(41)
  
Impact to interest expense: 
Interest expense(f)
$(40)
Impact to interest expense$(40)
Adjustments included in the accompanying unaudited pro forma condensed combined statements of income are as follows:
(a)Represents the change to align Kraft's accounting policy to our accounting policy for postemployment benefit plans. Kraft historically elected a mark-to-market accounting policy and recognized net actuarial gains or losses and changes in the fair value of plan assets immediately in earnings upon remeasurement. Our policy is to initially record such items in other comprehensive income/(loss). Also represents the elimination of Kraft’s historical amortization of postemployment benefit plan prior service credits.
(b)
Represents the elimination of nonrecurring non-cash costs related to the fair value adjustment of Kraft’s inventory. See Note 2, Merger and Acquisition, to the consolidated financial statements for additional information on the determination of fair values.
(c)
Represents incremental amortization resulting from the fair value adjustment of Kraft’s definite-lived intangible assets in connection with the 2015 Merger. The net change in depreciation expense resulting from the fair value adjustment of property, plant, and equipment was insignificant. See Note 2, Merger and Acquisition, to the consolidated financial statements for additional information on the determination of fair values.
(d)
Represents the incremental compensation expense due to the fair value remeasurement of certain of Kraft’s equity awards in connection with the 2015 Merger. See Note 9, Employees’ Stock Incentive Plans, to the consolidated financial statements for additional information on the conversion of Kraft’s equity awards in connection with the 2015 Merger.
(e)Represents the elimination of non-recurring deal costs incurred in connection with the 2015 Merger.
(f)Represents the incremental change in interest expense resulting from the fair value adjustment of Kraft’s long-term debt in connection with the 2015 Merger, including the elimination of the historical amortization of deferred financing fees and amortization of original issuance discount.
We calculated the income tax effect of the pro forma adjustments using a 38.5% weighted average statutory tax rate for the periods presented.
Additionally, for 2015, we calculated the unaudited pro forma weighted average number of basic shares outstanding by adding the Kraft Heinz weighted average number of basic shares outstanding (which included the Sponsors' shares and the converted Kraft shares weighted for the period from the 2015 Merger through the year ended January 3, 2016) and the Sponsors' shares (as converted) and the converted Kraft shares (both weighted from the beginning of the year through the 2015 Merger Date). We calculated the unaudited pro forma weighted average number of diluted shares outstanding by adding the effect of dilutive securities to the unaudited pro forma weighted average number of basic shares outstanding, including dilutive securities related to Kraft Heinz. The Kraft Heinz diluted EPS calculation did not include these securities as Kraft Heinz was in a net loss position and such securities were anti-dilutive.

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 accounting principles generally accepted in the United States of America (“U.S. GAAP”).GAAP.
To supplement the consolidated financial statements prepared in accordance with U.S. GAAP, we have presented Organic Net Sales, Adjusted EBITDA, and Adjusted EPS, which are considered non-GAAP financial measures. The non-GAAP financial measures presented may differ from similarly titled non-GAAP financial measures presented by other companies, and other companies may not define these non-GAAP financial measures in the same way. These measures are not substitutes for their comparable U.S. GAAP financial measures, such as net sales, net income/(loss), diluted earnings per common share (“EPS”), or other measures prescribed by U.S. GAAP, and there are limitations to using non-GAAP financial measures.
Management uses these non-GAAP financial measures to assist 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. Management believes that presenting our non-GAAP financial measures (i.e., Organic Net Sales, Adjusted EBITDA, and Adjusted EPS) is useful to investors because it (i) provides investors with meaningful supplemental information regarding financial performance by excluding certain items, (ii) permits investors to view performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate historical performance, and (iii) otherwise provides supplemental information that may be useful to investors in evaluating our results. We believe that the presentation of these non-GAAP financial measures, when considered together with the corresponding U.S. GAAP financial measures and the reconciliations to those measures, provides investors with additional understanding of the factors and trends affecting our business than could be obtained absent these disclosures.
Organic Net Sales is defined as net sales excluding, when they occur, the impact of currency, acquisitions currency,and divestitures, and a 53rd week of shipments. We calculate the impact of currency on net sales by holding exchange rates constant at the previous year’s exchange rate, with the exception of Venezuela following our June 28, 2015 currency devaluation,highly inflationary subsidiaries, for which we calculate the previous year’s results using the current year’s exchange rate. Organic Net Sales for any period prior to the 2015 Merger Date includes the operating results of Kraft on a pro forma basis, as if Kraft had been acquired as of December 30, 2013. Organic Net Sales is a tool that can assist management and investors in comparing our performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our underlying operations.
Adjusted EBITDA is defined as net income/(loss) from continuing operations before interest expense, other expense/(income), net, and provision for/(benefit from) income taxes;taxes, and depreciation and amortization (excluding integration and restructuring expenses); in addition to these adjustments, we exclude, when they occur, the impacts of depreciation and amortization (excluding integration and restructuring expenses; including amortization of postretirement benefit plans prior service credits), integration and restructuring expenses, mergerdeal costs, unrealized losses/(gains) on commodity hedges, impairment losses, losses/(gains) on the sale of a business, nonmonetary currency devaluation (e.g., remeasurement gains and losses), and equity award compensation expense (excluding integration and restructuring expenses). Adjusted EBITDA for any period prior to the 2015 Merger Date includes the operating results of Kraft on a pro forma basis, as if Kraft had been acquired as of December 30, 2013. Adjusted EBITDA is a tool that can assist management and investors in comparing our performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our underlying operations.
Adjusted EPS is defined as diluted earnings per share excluding, when they occur, the impacts of integration and restructuring expenses, mergerdeal costs, unrealized losses/(gains) on commodity hedges, impairment losses, 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 costs, and U.S. Tax Reform discrete income tax expense/(benefit), and including, when they occur, adjustments to reflect preferred stock dividend payments on an accrual basis. Adjusted EPS for any period prior to the 2015 Merger Date includes the operating results of Kraft on a pro forma basis, as if Kraft had been acquired as of December 30, 2013. We believe Adjusted EPS provides important comparability of underlying operating results, allowing investors and management to assess operating performance on a consistent basis.


The Kraft Heinz Company
Reconciliation of Net Sales to Organic Net Sales
(dollars in millions)
(Unaudited)
Net Sales Impact of Currency Organic Net Sales Price Volume/MixNet Sales Currency Acquisitions and Divestitures Organic Net Sales Price Volume/Mix
2017 (52 weeks)      
2019        
United States$18,353
 $
 $18,353
 $17,756
 $
 $
 $17,756
 
Canada2,190
 42
 2,148
 1,882
 (45) 227
 1,700
 
Europe2,393
 8
 2,385
 
EMEA2,551
 (115) 
 2,666
 
Rest of World3,296
 13
 3,283
 2,788
 (102) 51
 2,839
 
Kraft Heinz$24,977
 $(262) $278
 $24,961
 
$26,232
 $63
 $26,169
         
      
2016 (52 weeks)      
2018        
United States$18,641
 $
 $18,641
 $18,122
 $
 $
 $18,122
 
Canada2,309
 
 2,309
 2,173
 
 441
 1,732
 
Europe2,366
 
 2,366
 
EMEA2,718
 
 21
 2,697
 
Rest of World3,171
 55
 3,116
 3,255
 243
 170
 2,842
 
$26,487
 $55
 $26,432
 
Kraft Heinz$26,268
 $243
 $632
 $25,393
 
Year-over-year growth rates        
United States(1.5)% 0.0 pp (1.5)% 0.4 pp (1.9) pp(2.0)% 0.0 pp 0.0 pp (2.0)% 0.4 pp (2.4) pp
Canada(5.2)% 1.8 pp (7.0)% (1.7) pp (5.3) pp(13.4)% (2.1) pp (9.4) pp (1.9)% (3.4) pp 1.5 pp
Europe1.1 % 0.3 pp 0.8 % (0.9) pp 1.7 pp
EMEA(6.2)% (4.3) pp (0.7) pp (1.2)% 0.0 pp (1.2) pp
Rest of World3.9 % (1.5) pp 5.4 % 4.6 pp 0.8 pp(14.3)% (10.3) pp (3.9) pp (0.1)% 1.2 pp (1.3) pp
Kraft Heinz(1.0)% 0.0 pp (1.0)% 0.5 pp (1.5) pp(4.9)% (1.9) pp (1.3) pp (1.7)% 0.1 pp (1.8) pp



The Kraft Heinz Company
Reconciliation of Pro Forma Net Sales to Organic Net Sales
(dollars in millions)
(Unaudited)
Pro Forma Net Sales(a)
 Impact of Currency Impact of Divestitures Impact of 53rd Week Organic Net Sales Price Volume/MixNet Sales Currency Acquisitions and Divestitures Organic Net Sales Price Volume/Mix
2016 (52 weeks)          
2018        
United States$18,641
 $
 $
 $
 $18,641
 $18,122
 $
 $
 $18,122
 
Canada2,309
 (84) 
 
 2,393
 2,173
 (5) 443
 1,735
 
Europe2,366
 (154) 
 
 2,520
 
EMEA2,718
 66
 19
 2,633
 
Rest of World3,171
 (92) 
 
 3,263
 3,255
 (75) 334
 2,996
 
Kraft Heinz$26,268
 $(14) $796
 $25,486
 
$26,487
 $(330) $
 $
 $26,817
         
          
2015 (53 weeks)          
2017        
United States$18,932
 $
 $
 $233
 $18,699
 $18,230
 $
 $
 $18,230
 
Canada2,386
 
 
 27
 2,359
 2,177
 
 430
 1,747
 
Europe2,657
 
 42
 27
 2,588
 
EMEA2,585
 
 56
 2,529
 
Rest of World3,472
 351
 
 39
 3,082
 3,084
 144
 165
 2,775
 
$27,447
 $351
 $42
 $326
 $26,728
 
Kraft Heinz$26,076
 $144
 $651
 $25,281
 
Year-over-year growth rates        
United States(1.5)% 0.0 pp 0.0 pp (1.2) pp (0.3)% 0.2 pp (0.5) pp(0.6)% 0.0 pp 0.0 pp (0.6)% (0.9) pp 0.3 pp
Canada(3.2)% (3.5) pp 0.0 pp (1.1) pp 1.4 % 0.6 pp 0.8 pp(0.2)% (0.3) pp 0.7 pp (0.6)% (0.4) pp (0.2) pp
Europe(11.0)% (5.8) pp (1.6) pp (1.0) pp (2.6)% (2.5) pp (0.1) pp
EMEA5.1 % 2.5 pp (1.5) pp 4.1 % 0.9 pp 3.2 pp
Rest of World(8.7)% (13.2) pp 0.0 pp (1.4) pp 5.9 % 3.2 pp 2.7 pp5.6 % (7.6) pp 5.2 pp 8.0 % 6.1 pp 1.9 pp
Kraft Heinz(3.5)% (2.5) pp (0.1) pp (1.2) pp 0.3 % 0.3 pp 0.0 pp0.7 % (0.6) pp 0.5 pp 0.8 % 0.0 pp 0.8 pp
(a)
There were no pro forma adjustments for 2016, as Kraft and Heinz were a combined company for the entire period. See the Supplemental Unaudited Pro Forma Condensed Combined Financial Information at the end of this item.


The Kraft Heinz Company
Reconciliation of Pro Forma Net Income/(Loss) to Adjusted EBITDA
(in millions)
(Unaudited)
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
December 28, 2019 December 29, 2018 December 30, 2017
Pro forma net income/(loss)(a)
$10,990
 $3,642
 $1,774
Net income/(loss)$1,933
 $(10,254) $10,932
Interest expense1,234
 1,134
 1,528
1,361
 1,284
 1,234
Other expense/(income), net9
 (15) 289
Other expense/(income)(952) (168) (627)
Provision for/(benefit from) income taxes(5,460) 1,381
 944
728
 (1,067) (5,482)
Operating income6,773
 6,142
 4,535
Operating income/(loss)3,070
 (10,205) 6,057
Depreciation and amortization (excluding integration and restructuring expenses)583
 536
 779
985
 919
 907
Integration and restructuring expenses457
 1,012
 1,117
102
 297
 583
Merger costs
 30
 194
Deal costs19
 23
 
Unrealized losses/(gains) on commodity hedges19
 (38) (41)(57) 21
 19
Impairment losses49
 53
 58
1,899
 15,936
 49
Losses/(gains) on sale of business
 
 (21)
Nonmonetary currency devaluation
 4
 57
Equity award compensation expense (excluding integration and restructuring expenses)49
 39
 61
46
 33
 49
Adjusted EBITDA$7,930
 $7,778
 $6,739
$6,064
 $7,024
 $7,664
(a)
There were no pro forma adjustments for 2017 or 2016, as Kraft and Heinz were a combined company for these periods. See the Supplemental Unaudited Pro Forma Condensed Combined Financial Information at the end of this item.


The Kraft Heinz Company
Reconciliation of Pro Forma Diluted EPS to Adjusted EPS
(Unaudited)
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Pro forma diluted EPS(a)
$8.95
 $2.81
 $0.70
Integration and restructuring expenses(b)(c)
0.26
 0.57
 0.61
Merger costs(b)(d)

 0.02
 0.49
Unrealized losses/(gains) on commodity hedges(b)(c)
0.01
 (0.02) (0.02)
Impairment losses(b)(c)
0.03
 0.03
 0.03
Losses/(gains) on sale of business(b)(c)

 
 (0.01)
Nonmonetary currency devaluation(b)(e)
0.03
 0.02
 0.24
Preferred dividend adjustment(f)

 (0.10) 0.15
U.S. Tax Reform(g)
(5.73) 
 
Adjusted EPS$3.55
 $3.33
 $2.19
 December 28, 2019 December 29, 2018 December 30, 2017
Diluted EPS$1.58
 $(8.36) $8.91
Integration and restructuring expenses(a)
0.07
 0.32
 0.24
Deal costs(b)
0.02
 0.02
 
Unrealized losses/(gains) on commodity hedges(c)
(0.04) 0.01
 0.01
Impairment losses(d)
1.38
 11.28
 0.03
Losses/(gains) on sale of business(e)
(0.23) 0.01
 
Other losses/(gains) related to acquisitions and divestitures(f)

 0.02
 
Nonmonetary currency devaluation(g)
0.01
 0.12
 0.03
Debt prepayment and extinguishment costs(h)
0.06
 
 
U.S. Tax Reform discrete income tax expense/(benefit)(i)

 0.09
 (5.72)
Adjusted EPS$2.85
 $3.51
 $3.50
(a)
ThereGross expenses included in integration and restructuring expenses were no pro forma adjustments for$108 million in 2019 ($83 million after-tax), $460 million in 2018 ($396 million after-tax) and $434 million in 2017 or 2016, as Kraft($305 million after-tax) and Heinz were a combined company for these periods. Seerecorded in the Supplemental Unaudited Pro Forma Condensed Combined Financial Information at the end of this item.
following income statement line items:
Cost of products sold included $48 million in 2019, $194 million in 2018, and$464 million in 2017;
SG&A included $54 million in 2019, $103 million in 2018, and $119 million in 2017; and
Other expense/(income) included expense of $6 million in 2019, expense of $163 million in 2018, and income of $149 million in 2017.
(b)Income tax expense associated with these items is based on applicable jurisdictional tax ratesGross expenses included in deal costs were $19 million in 2019 ($18 million after-tax) and deductibility assessments of individual items.$23 million in 2018 ($19 million after-tax) and were recorded in the following income statement line items:
Cost of products sold included $4 million in 2018; and
SG&A included $19 million in 2019 and $19 million in 2018.
(c)Refer to the reconciliationGross expenses/(income) included in unrealized losses/(gains) on commodity hedges were income of pro forma net income/(loss) to Adjusted EBITDA for the related gross expenses.$57 million in 2019 ($43 million after-tax) and expenses of $21 million in 2018 ($16 million after-tax) and $19 million in 2017 ($12 million after-tax) and were recorded in cost of products sold.
(d)
Merger costsGross impairment losses, which were recorded in SG&A, included the following gross expenses:following:
Goodwill impairment losses of $1.2 billion in 2019 ($1.2 billion after-tax) and $7.0 billion in 2018 ($7.0 billion after-tax); and
Intangible asset impairment losses of $702 million in 2019 ($537 million after-tax), $8.9 billionin 2018 ($6.8 billion after-tax), and $49 million in 2017 ($36 million after-tax).
Expenses recorded in cost of products sold were $2 million in 2016 and $6 million in 2015 (there were no such expenses in 2017);
Expenses recorded in SG&A were $28 million in 2016 and $188 million in 2015 (there were no such expenses in 2017);
Expenses recorded in interest expense were $466 million in 2015 (there were no such expenses in 2017 or 2016); and,
Expenses recorded in other expense/(income), net, were $144 million in 2015 (there were no such expenses in 2017 or 2016).
(e)
Nonmonetary currency devaluationGross expenses/(income) included the following gross expenses:
Expenses recorded in cost of products soldin losses/(gains) on sale of business were income of $420 million in 2019 ($275 million after-tax) and losses of $15 million in 2018 ($15 million after-tax) and were $4 million in 2016 and $57 million in 2015 (there were no such expenses in 2017); and
Expenses recorded in other expense/(income), net, were $36 million in 2017, $24 million in 2016, and $234 million in 2015.
(f)
For Adjusted EPS, we present the impact of the Series A Preferred Stock dividend payments on an accrual basis. Accordingly, we included adjustments to EPS to exclude $180 million of Series A Preferred Stock dividends from the fourth quarter of 2015 (to reflect the March 7, 2016 Series A Preferred Stock dividend that was paid in December 2015), to include such $180 million Series A Preferred Stock dividend payment in the first quarter of 2016, and to exclude $51 million of Series A Preferred Stock dividends from the second quarter of 2016 (to reflect that it was redeemed on June 7, 2016).
(f)Gross expenses/(income) included in other losses/(gains) related to acquisitions and divestitures were income of $5 million in 2019 ($5 million after-tax) and expenses of $27 million in 2018 ($15 million after-tax) and were recorded in the following income statement line items:
Interest expense included $1 million in 2019 and $3 million in 2018;
Other expense/(income) included income of $6 million in 2019 and expenses of $17 million in 2018; and
Provision for/(benefit from) income taxes included $7 million in 2018.
(g)Gross expenses included in nonmonetary currency devaluation were $10 million in 2019 ($10 million after-tax), $146 million in 2018 ($146 million after-tax), and $36 million in 2017 ($36 million after-tax) and were recorded in other expense/(income).
(h)Gross expenses included in debt prepayment and extinguishment costs were $98 million in 2019 ($73 million after-tax) and were recorded in interest expense.
(i)
U.S. Tax Reform includeddiscrete income tax expense/(benefit) was an expense of $104 million in 2018 and a tax benefit of $7.0 billion in 20172017. Expenses in 2018 primarily related to the revaluation of our deferred tax balances due to changes in state tax laws following U.S. Tax Reform. These expenses were partially offset by net benefits related to changes in U.S. tax reserves, U.S. Tax Reform measurement period adjustments, changes in estimates of certain 2017 U.S. income tax deductions, and the release of valuation allowances related to foreign tax credits. The benefit in 2017 was related to the enactment of theU.S. Tax CutsReform. See Note 10, Income Taxes, in Item 8, Financial Statements and Jobs Act by the U.S. government on December 22, 2017. There were no such expenses in 2016 or 2015. See Overview at the beginning of this itemSupplementary Data, for additional information.



Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risks from adverse changes in commodity prices, foreign exchange rates, and interest rates, and production costs.rates. We monitor and manage these exposures as part of our overall risk management program. Our risk management program focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that volatility in these markets may have on our operating results. We maintain risk management policies that principally use derivative financial instruments to reduce significant, unanticipated fluctuations in earnings and cash flows that may arise from variations in commodity prices, foreign currency exchange rates, and interest rates. We manage market risk by incorporating parameters within our risk management strategy that limit the types of derivative instruments, the derivative strategies we use, and the degree of market risk that we hedge with derivative instruments. See Note 1, Background and Basis of Presentation2, Significant Accounting Policies, and Note 11, 13, Financial Instruments, to the consolidated financial statementsin Item 8, Financial Statements and Supplementary Data, for details of our market risk management policies and the financial instruments used to hedge those exposures.
When we use financial instruments, we are exposed to credit risk that a counterparty might fail to fulfill its performance obligations under the terms of our agreement. We minimize our credit risk by entering into transactions with counterparties with investment grade credit ratings, limiting the amount of exposure we have with each counterparty, and monitoring the financial condition of our counterparties. We maintain a policy of requiring that all significant, non-exchange traded derivative contracts are governed by an International Swaps and Derivatives Association master agreement. By policy, we do not engage in speculative or leveraged transactions, nor do we hold or issue financial instruments for trading purposes.
Effect 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 and swap contracts, assuming a hypothetical 10% fluctuation in commodity prices and foreign currency rates, and swapexchange rates, would behave been (in millions):
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
December 28,
2019
 December 29,
2018
Commodity contracts$23
 $39
$43
 $38
Foreign currency contracts173
 179
73
 100
Cross-currency swap contracts287
 306
412
 402
It should be noted that any change in the fair value of theour derivative contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items. In relation to foreign currency contracts, this hypothetical calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar. Our utilization of financial instruments in managing market risk exposures described above is consistent with the prior year. Changes in our portfolio of financial instruments are a function of our results of operations, debt repaymentrepayments and debt issuances, market effects on debt and foreign currency, and our acquisition and divestiture activities.
Effect of Hypothetical 1% Fluctuation in LIBOR and CDOR:
Based on our current variable rate debt balance as of December 28, 2019, a hypothetical 1% increase in LIBOR and CDOR would increase our annual interest expense by approximately $12 million. The Financial Conduct Authority in the United Kingdom intends to phase out LIBOR by the end of 2021. Given our current variable rate debt outstanding, we do not anticipate a significant impact to our annual interest expense as a result of the transition.



Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors and Shareholders of The Kraft Heinz Company


Opinions on the Financial Statements and Internal Control over Financial Reporting


We have audited the accompanying consolidated balance sheets of The Kraft Heinz Company and its subsidiaries (the “Company”) as of December 30, 201728, 2019 and December 31, 2016,29, 2018, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 30, 2017,28, 2019, including the related notes and the financial statement schedule listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of December 30, 2017,28, 2019, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 30, 201728, 2019 and December 31, 2016, 29, 2018, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 30, 201728, 2019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained,did not maintain, in all material respects, effective internal control over financial reporting as of December 30, 2017,28, 2019, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.COSO because material weaknesses in internal control over financial reporting existed as of that date related to the risk assessment component of internal control, as the Company did not appropriately design controls in response to the risk of material misstatement due to changes in their business environment. The risk assessment material weakness gave rise to an additional material weakness as the Company did not design and maintain effective controls over the accounting for supplier contracts and related arrangements.


A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2019consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidatedfinancial statements.

Change in Accounting Principle


As discussed in Note 1 3to the consolidated financial statements, the Company changed the manner in which it presents cash receipts relating to beneficial interests obtainedaccounts for leases in securitized trade receivables in 2017.2019.


Basis for Opinions


The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A.management's report referred to above. Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.


Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by


management, as well as evaluating the overall presentation of the consolidatedfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.



Definition and Limitations of Internal Control over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment

As described in Notes 2 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was $35.5 billion as of December 28, 2019. Management tests reporting units for impairment annually as of the first day of the second quarter, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Management recognized non-cash impairment losses in selling, general and administrative costs (SG&A) of $1.2 billion for the year ended December 28, 2019. Reporting units are tested for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is recorded based on the difference between the fair value and carrying amount, not to exceed the associated carrying amount of goodwill. Management generally utilizes the discounted cash flow method under the income approach to estimate the fair value of reporting units. Estimating the fair value of reporting units requires the use of estimates and assumptions, including 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 and other market factors.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment is a critical audit matter are there was significant judgment by management when developing the fair value measurement of the reporting units. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing our procedures and in evaluating management’s cash flow projections and significant assumptions, including net sales, cost of products sold, SG&A, discount rates and long-term growth rates. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s reporting units. These procedures also included, among others (i) testing management’s process for developing the fair value estimates, (ii) evaluating the appropriateness of the discounted cash flow method, (iii) testing the completeness and accuracy of underlying data used in



the fair value estimates, and (iv) evaluating management’s cash flow projections and significant assumptions including net sales, cost of products sold, SG&A, discount rates and long-term growth rates. Evaluating management’s assumptions related to net sales, cost of products sold, SG&A, discount rates and long-term growth rates involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with market data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow method and certain significant assumptions, including the discount rates and long-term growth rates.

Indefinite-Lived Intangible Assets Impairment Assessment

As described in Notes 2 and 9 to the consolidated financial statements, the Company’s consolidated indefinite-lived intangible assets balance, which consists primarily of individual brands, was $43.4 billion as of December 28, 2019. Management conducts an impairment test annually as of the first day of the second quarter, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a brand is less than its carrying amount. Management recognized non-cash impairment losses of $687 million in SG&A for the year ended December 28, 2019. Brands are tested for impairment by comparing the estimated fair value of each brand with its carrying amount. If the carrying amount of a brand exceeds its estimated fair value, an impairment loss is recorded based on the difference between the fair value and carrying amount. Management utilizes either an excess earnings method or relief from royalty method to estimate the fair value of its brands. The determination of fair value using the excess earnings method requires the use of estimates and assumptions including 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, discount rates and other market factors. The determination of fair value using the relief from royalty method requires the use of estimates and assumptions including estimated future annual net sales for each brand, royalty rates, income tax considerations, long-term growth rates, discount rates and other market factors.

The principal considerations for our determination that performing procedures relating to the indefinite-lived intangible assets impairment assessment is a critical audit matter are there was significant judgment by management when developing the fair value measurement of the brands. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing our procedures related to indefinite-lived intangible assets and in evaluating management’s cash flow projections and significant assumptions, including net sales, cost of products sold, SG&A, long-term growth rates and discount rates for the excess earnings method and net sales, royalty rates, long-term growth rates and discount rates for the relief from royalty method. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained. As previously disclosed by management, a material weakness existed during the year related to this matter.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s indefinite-lived intangible assets impairment assessment, including controls over the valuation of the Company’s indefinite-lived intangible assets. These procedures also included, among others (i) testing management’s process for developing the fair value estimates, (ii) evaluating the appropriateness of the excess earnings and relief from royalty methods, (iii) testing the completeness and accuracy of underlying data used in the fair value estimates, and (iv) evaluating management’s cash flow projections and significant assumptions including net sales, cost of products sold, SG&A, long-term growth rates and discount rates for the excess earnings method and net sales, royalty rates, long-term growth rates and discount rates for the relief from royalty method. Evaluating management’s assumptions related to net sales, cost of products sold, SG&A, long-term growth rates and discount rates for the excess earnings method and net sales, royalty rates, long-term growth rates and discount rates for the relief from royalty method involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the brand, (ii) the consistency with market data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s excess earnings and relief from royalty methods and certain significant assumptions, including the royalty rates, long-term growth rates and discount rates.


/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 16, 201814, 2020


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




The Kraft Heinz Company
Consolidated Statements of Income
(in millions, except per share data)
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
December 28, 2019 December 29, 2018 December 30, 2017
Net sales$26,232
 $26,487
 $18,338
$24,977
 $26,268
 $26,076
Cost of products sold16,529
 16,901
 12,577
16,830
 17,347
 17,043
Gross profit9,703
 9,586
 5,761
8,147
 8,921
 9,033
Selling, general and administrative expenses, excluding impairment losses3,178
 3,190
 2,927
Goodwill impairment losses1,197
 7,008
 
Intangible asset impairment losses702
 8,928
 49
Selling, general and administrative expenses2,930
 3,444
 3,122
5,077
 19,126
 2,976
Operating income6,773
 6,142
 2,639
Operating income/(loss)3,070
 (10,205) 6,057
Interest expense1,234
 1,134
 1,321
1,361
 1,284
 1,234
Other expense/(income), net9
 (15) 305
Other expense/(income)(952) (168) (627)
Income/(loss) before income taxes5,530
 5,023
 1,013
2,661
 (11,321) 5,450
Provision for/(benefit from) income taxes(5,460) 1,381
 366
728
 (1,067) (5,482)
Net income/(loss)10,990
 3,642
 647
1,933
 (10,254) 10,932
Net income/(loss) attributable to noncontrolling interest(9) 10
 13
(2) (62) (9)
Net income/(loss) attributable to Kraft Heinz10,999
 3,632
 634
Preferred dividends
 180
 900
Net income/(loss) attributable to common shareholders$10,999
 $3,452
 $(266)$1,935
 $(10,192) $10,941
Per share data applicable to common shareholders:          
Basic earnings/(loss)$9.03
 $2.84
 $(0.34)$1.59
 $(8.36) $8.98
Diluted earnings/(loss)8.95
 2.81
 (0.34)1.58
 (8.36) 8.91
Dividends declared2.45
 2.35
 1.70
See accompanying notes to the consolidated financial statements.




The Kraft Heinz Company
Consolidated Statements of Comprehensive Income
(in millions)
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
December 28, 2019 December 29, 2018 December 30, 2017
Net income/(loss)$10,990
 $3,642
 $647
$1,933
 $(10,254) $10,932
Other comprehensive income/(loss), net of tax:          
Foreign currency translation adjustments1,184
 (986) (1,604)246
 (1,187) 1,185
Net deferred gains/(losses) on net investment hedges(353) 226
 506
1
 284
 (353)
Amounts excluded from the effectiveness assessment of net investment hedges22
 7
 
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)(16) (7) 
Net deferred gains/(losses) on cash flow hedges(10) 99
 (113)
Amounts excluded from the effectiveness assessment of cash flow hedges29
 2
 
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)(41) (44) 85
Net actuarial gains/(losses) arising during the period69
 (40) 23
(70) 58
 69
Prior service credits/(costs) arising during the period17
 97
 923
1
 3
 17
Reclassification of net postemployment benefit losses/(gains)(309) (207) (85)
Net deferred gains/(losses) on cash flow hedges(113) 46
 (6)
Net deferred losses/(gains) on cash flow hedges reclassified to net income85
 (87) 120
Net postemployment benefit losses/(gains) reclassified to net income/(loss)(234) (118) (309)
Total other comprehensive income/(loss)580
 (951) (123)(72) (903) 581
Total comprehensive income/(loss)11,570
 2,691
 524
1,861
 (11,157) 11,513
Comprehensive income/(loss) attributable to noncontrolling interest(3) 16
 (13)5
 (76) (3)
Comprehensive income/(loss) attributable to Kraft Heinz$11,573
 $2,675
 $537
Comprehensive income/(loss) attributable to common shareholders$1,856
 $(11,081) $11,516
See accompanying notes to the consolidated financial statements.



The Kraft Heinz Company
Consolidated Balance Sheets
(in millions, except per share data)
 December 28, 2019 December 29, 2018
ASSETS   
Cash and cash equivalents$2,279
 $1,130
Trade receivables (net of allowances of $33 at December 28, 2019 and $24 at December 29, 2018)1,973
 2,129
Income taxes receivable173
 152
Inventories2,721
 2,667
Prepaid expenses384
 400
Other current assets445
 1,221
Assets held for sale122
 1,376
Total current assets8,097
 9,075
Property, plant and equipment, net7,055
 7,078
Goodwill35,546
 36,503
Intangible assets, net48,652
 49,468
Other non-current assets2,100
 1,337
TOTAL ASSETS$101,450
 $103,461
LIABILITIES AND EQUITY   
Commercial paper and other short-term debt$6
 $21
Current portion of long-term debt1,022
 377
Trade payables4,003
 4,153
Accrued marketing647
 722
Interest payable384
 408
Other current liabilities1,804
 1,767
Liabilities held for sale9
 55
Total current liabilities7,875
 7,503
Long-term debt28,216
 30,770
Deferred income taxes11,878
 12,202
Accrued postemployment costs273
 306
Other non-current liabilities1,459
 902
TOTAL LIABILITIES49,701
 51,683
Commitments and Contingencies (Note 17)

 

Redeemable noncontrolling interest
 3
Equity:   
Common stock, $0.01 par value (5,000 shares authorized; 1,224 shares issued and 1,221 shares outstanding at December 28, 2019; 1,224 shares issued and 1,220 shares outstanding at December 29, 2018)
12
 12
Additional paid-in capital56,828
 58,723
Retained earnings/(deficit)(3,060) (4,853)
Accumulated other comprehensive income/(losses)(1,886) (1,943)
Treasury stock, at cost (3 shares at December 28, 2019 and 4 shares at December 29, 2018)(271) (282)
Total shareholders' equity51,623
 51,657
Noncontrolling interest126
 118
TOTAL EQUITY51,749
 51,775
TOTAL LIABILITIES AND EQUITY$101,450
 $103,461
 December 30, 2017 December 31, 2016
ASSETS   
Cash and cash equivalents$1,629
 $4,204
Trade receivables (net of allowances of $23 at December 30, 2017 and $20 at December 31, 2016)921
 769
Sold receivables353
 129
Income taxes receivable582
 260
Inventories2,815
 2,684
Other current assets966
 707
Total current assets7,266
 8,753
Property, plant and equipment, net7,120
 6,688
Goodwill44,824
 44,125
Intangible assets, net59,449
 59,297
Other assets1,573
 1,617
TOTAL ASSETS$120,232
 $120,480
LIABILITIES AND EQUITY   
Commercial paper and other short-term debt$460
 $645
Current portion of long-term debt2,743
 2,046
Trade payables4,449
 3,996
Accrued marketing680
 749
Accrued postemployment costs51
 157
Income taxes payable152
 255
Interest payable419
 415
Other current liabilities1,178
 1,238
Total current liabilities10,132
 9,501
Long-term debt28,333
 29,713
Deferred income taxes14,076
 20,848
Accrued postemployment costs427
 2,038
Other liabilities1,017
 806
TOTAL LIABILITIES53,985
 62,906
Commitments and Contingencies (Note 15)
 
Redeemable noncontrolling interest6
 
Equity:   
Common stock, $0.01 par value (5,000 shares authorized; 1,221 shares issued and 1,219 shares outstanding at December 30, 2017; 1,219 shares issued and 1,217 shares outstanding at December 31, 2016)
12
 12
Additional paid-in capital58,711
 58,593
Retained earnings/(deficit)8,589
 588
Accumulated other comprehensive income/(losses)(1,054) (1,628)
Treasury stock, at cost (2 shares at December 30, 2017 and 2 shares at December 31, 2016)(224) (207)
Total shareholders' equity66,034
 57,358
Noncontrolling interest207
 216
TOTAL EQUITY66,241
 57,574
TOTAL LIABILITIES AND EQUITY$120,232
 $120,480


See accompanying notes to the consolidated financial statements.



The Kraft Heinz Company
Consolidated Statements of Equity
(in millions)
 Common Stock Additional Paid-in Capital Retained Earnings/(Deficit) Accumulated Other Comprehensive Income/(Losses) Treasury Stock, at Cost Noncontrolling Interest Total Equity
Balance at December 31, 2016$12
 $58,516
 $552
 $(1,629) $(207) $216
 $57,460
Net income/(loss) excluding redeemable noncontrolling interest
 
 10,941
 
 
 (5) 10,936
Other comprehensive income/(loss)
 
 
 575
 
 6
 581
Dividends declared-common stock ($2.45 per share)
 
 (2,988) 
 
 
 (2,988)
Dividends declared-noncontrolling interest ($52.75 per share)
 
 
 
 
 (10) (10)
Exercise of stock options, issuance of other stock awards, and other
 118
 (10) 
 (17) 
 91
Balance at December 30, 201712
 58,634
 8,495
 (1,054) (224) 207
 66,070
Net income/(loss) excluding redeemable noncontrolling interest
 
 (10,192) 
 
 (50) (10,242)
Other comprehensive income/(loss)
 
 
 (889) 
 (14) (903)
Dividends declared-common stock ($2.50 per share)
 
 (3,048) 
 
 
 (3,048)
Dividends declared-noncontrolling interest ($174.76 per share)
 
 
 
 
 (12) (12)
Cumulative effect of accounting standards adopted in the period
 
 (97) 
 
 
 (97)
Exercise of stock options, issuance of other stock awards, and other
 89
 (11) 
 (58) (13) 7
Balance at December 29, 201812
 58,723
 (4,853) (1,943) (282) 118
 51,775
Net income/(loss) excluding redeemable noncontrolling interest
 
 1,935
 
 
 6
 1,941
Other comprehensive income/(loss)
 
 
 (79) 
 7
 (72)
Dividends declared-common stock ($1.60 per share)
 (1,959) 
 
 
 
 (1,959)
Dividends declared-noncontrolling interest ($75.63 per share)
 
 
 
 
 (5) (5)
Cumulative effect of accounting standards adopted in the period
 
 (136) 136
 
 
 
Exercise of stock options, issuance of other stock awards, and other
 64
 (6) 
 11
 
 69
Balance at December 28, 2019$12
 $56,828
 $(3,060) $(1,886) $(271) $126
 $51,749
 Common Stock Warrants Additional Paid-in Capital Retained Earnings/(Deficit) Accumulated Other Comprehensive Income/(Losses) Treasury Stock Noncontrolling Interest Total Equity
Balance at December 28, 2014$4
 $367
 $7,320
 $
 $(574) $
 $219
 $7,336
Net income/(loss) excluding redeemable noncontrolling interest
 
 
 634
 
 
 13
 647
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
 
 
 
 (97) 
 (18) (115)
Dividends declared-Series A Preferred Stock
 
 (360) (540) 
 
 
 (900)
Dividends declared-common stock
 
 (1,972) (92) 
 
 
 (2,064)
Dividends declared-noncontrolling interest
 
 
 
 
 
 (6) (6)
Exercise of warrants
 (367) 367
 
 
 
 
 
Issuance of common stock to Sponsors2
 
 9,998
 
 
 
 
 10,000
Acquisition of Kraft Foods Group, Inc.6
 
 42,849
 
 
 
 
 42,855
Exercise of stock options, issuance of other stock awards, and other
 
 173
 (2) 
 (31) 
 140
Balance at January 3, 201612
 
 58,375
 
 (671) (31) 208
 57,893
Net income/(loss) excluding redeemable noncontrolling interest
 
 
 3,632
 
 
 10
 3,642
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
 
 
 
 (957) 
 6
 (951)
Dividends declared-Series A Preferred Stock
 
 
 (180) 
 
 
 (180)
Dividends declared-common stock
 
 
 (2,862) 
 
 
 (2,862)
Dividends declared-noncontrolling interest
 
 
 
 
 
 (8) (8)
Exercise of stock options, issuance of other stock awards, and other
 
 218
 (2) 
 (176) 
 40
Balance at December 31, 201612
 
 58,593
 588
 (1,628) (207) 216
 57,574
Net income/(loss) excluding redeemable noncontrolling interest
 
 
 10,999
 
 
 (5) 10,994
Other comprehensive income/(loss) excluding redeemable noncontrolling interest
 
 
 
 574
 
 6
 580
Dividends declared-common stock
 
 
 (2,988) 
 
 
 (2,988)
Dividends declared-noncontrolling interest
 
 
 
 
 
 (10) (10)
Exercise of stock options, issuance of other stock awards, and other
 
 118
 (10) 
 (17) 
 91
Balance at December 30, 2017$12
 $
 $58,711
 $8,589
 $(1,054) $(224) $207
 $66,241


See accompanying notes to the consolidated financial statements.



The Kraft Heinz Company
Consolidated Statements of Cash Flows
(in millions)
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
December 28, 2019 December 29, 2018 December 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income/(loss)$10,990
 $3,642
 $647
$1,933
 $(10,254) $10,932
Adjustments to reconcile net income/(loss) to operating cash flows:   
  
   
  
Depreciation and amortization1,036
 1,337
 740
994
 983
 1,031
Amortization of postretirement benefit plans prior service costs/(credits)(328) (333) (112)(306) (339) (328)
Amortization of inventory step-up
 
 347
Equity award compensation expense46
 46
 133
46
 33
 46
Deferred income tax provision/(benefit)(6,467) (29) (317)(293) (1,967) (6,495)
Pension and postretirement benefit plan contributions(1,518) (344) (286)
Impairment losses on indefinite-lived intangible assets49
 
 58
Postemployment benefit plan contributions(32) (76) (1,659)
Goodwill and intangible asset impairment losses1,899
 15,936
 49
Nonmonetary currency devaluation36
 24
 234
10
 146
 36
Write-off of debt issuance costs2
 
 236
Loss/(gain) on sale of business(420) 15
 
Other items, net76
 (134) 225
(46) 160
 253
Changes in current assets and liabilities:          
Trade receivables(2,629) (2,055) (915)140
 (2,280) (2,629)
Inventories(251) (130) 25
(277) (251) (236)
Accounts payable464
 943
 (119)(58) (23) 441
Other current assets(67) (42) 114
52
 (146) (64)
Other current liabilities(912) (276) 262
(90) 637
 (876)
Net cash provided by/(used for) operating activities527
 2,649
 1,272
3,552
 2,574
 501
CASH FLOWS FROM INVESTING ACTIVITIES:          
Cash receipts on sold receivables2,286
 2,589
 1,331

 1,296
 2,286
Capital expenditures(1,217) (1,247) (648)(768) (826) (1,194)
Payments to acquire Kraft Foods Group, Inc., net of cash acquired
 
 (9,468)
Payments to acquire business, net of cash acquired(199) (248) 
Proceeds from net investment hedges6
 91
 488
590
 24
 6
Proceeds from sale of business, net of cash disposed1,875
 18
 
Other investing activities, net81
 19
 (12)13
 24
 79
Net cash provided by/(used for) investing activities1,156
 1,452
 (8,309)1,511
 288
 1,177
CASH FLOWS FROM FINANCING ACTIVITIES:          
Repayments of long-term debt(2,644) (86) (12,314)(4,795) (2,713) (2,641)
Proceeds from issuance of long-term debt1,496
 6,981
 14,834
2,967
 2,990
 1,496
Debt prepayment and extinguishment costs
 
 (105)(99) 
 
Debt issuance costs(6) (53) (98)
Proceeds from issuance of commercial paper6,043
 6,680
 
557
 2,784
 6,043
Repayments of commercial paper(6,249) (6,043) 
(557) (3,213) (6,249)
Proceeds from issuance of common stock to Sponsors
 
 10,000
Dividends paid-Series A Preferred Stock
 (180) (900)
Dividends paid-common stock(2,888) (3,584) (1,302)
Redemption of Series A Preferred Stock
 (8,320) 
Dividends paid(1,953) (3,183) (2,888)
Other financing activities, net22
 (16) (68)(33) (28) 18
Net cash provided by/(used for) financing activities(4,226) (4,621) 10,047
(3,913) (3,363) (4,221)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash57
 (137) (408)(6) (132) 57
Cash, cash equivalents, and restricted cash          
Net increase/(decrease)(2,486) (657) 2,602
1,144
 (633) (2,486)
Balance at beginning of period4,255
 4,912
 2,310
1,136
 1,769
 4,255
Balance at end of period$1,769
 $4,255
 $4,912
$2,280
 $1,136
 $1,769
NON-CASH INVESTING ACTIVITIES:     
Beneficial interest obtained in exchange for securitized trade receivables$
 $938
 $2,519
CASH PAID DURING THE PERIOD FOR:     
Interest$1,306
 $1,322
 $1,269
Income taxes974
 543
 1,206
See accompanying notes to the consolidated financial statements.

The Kraft Heinz Company
Consolidated Statements of Cash Flows
(in millions)

 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Non-cash investing activities:     
Beneficial interest obtained in exchange for securitized trade receivables$2,519
 $2,213
 $1,609
Cash paid during the period for:     
Interest$1,269
 $1,176
 $704
Income taxes1,206
 1,619
 577

See accompanying notes to the consolidated financial statements.



The Kraft Heinz Company
Notes to Consolidated Financial Statements
Note 1. Background and Basis of Presentation
Description of the Company
We manufacture and market food and beverage products, including condiments and sauces, cheese and dairy, meals, meats, refreshment beverages, coffee, and other grocery products throughout the world.
Organization
On July 2, 2015 (the “2015 Merger Date”), through a series of transactions, we consummated the merger of Kraft Foods Group, Inc. (“Kraft”) with and into a wholly-owned subsidiary of H.J. Heinz Holding Corporation (“Heinz”) (the “2015 Merger”). At the closing of the 2015 Merger, Heinz was renamed The Kraft Heinz Company (“Kraft Heinz”). Before the consummation of the 2015 Merger, Heinz was controlled by Berkshire Hathaway Inc. ("Berkshire Hathaway") and 3G Global Food Holdings, L.P. (“3G Capital”) (together, the "Sponsors"), following their acquisition of H. J. Heinz Company (the “2013 Merger”) on June 7, 2013. See Note 2, Merger and Acquisition, for additional information on the 2015 Merger.
Immediately prior to the consummation of the 2015 Merger, each share of Heinz issued and outstanding common stock was reclassified and changed into 0.443332 of a share of Kraft Heinz common stock. All share and per share amounts in this Annual Report on Form 10-K, including the consolidated financial statements and related notes have been retroactively adjusted for all historical periods presented prior to the 2015 Merger Date to give effect to this conversion, including reclassifying an amount equal to the change in value of common stock to additional paid-in capital. In the 2015 Merger, all outstanding shares of Kraft common stock were converted into the right to receive, on a one-for-one basis, shares of Kraft Heinz common stock. Deferred shares and restricted shares of Kraft were converted to deferred shares and restricted shares of Kraft Heinz, as applicable. In addition, upon the completion of the 2015 Merger, the Kraft shareholders of record immediately prior to the closing of the 2015 Merger received a special cash dividend of $16.50 per share.
The Sponsors initially owned 850 million shares of common stock in Heinz. Berkshire Hathaway also held a warrant to purchase 46 million additional shares of common stock, which it exercised in June 2015. Additionally, in connection with the 2013 Merger, we issued an $8.0 billion preferred stock investment in Heinz which entitled Berkshire Hathaway to a 9.00% annual dividend. Prior to, but in connection with, the 2015 Merger, the Sponsors made equity investments whereby they purchased an additional 500 million newly issued shares of Heinz common stock for an aggregate purchase price of $10.0 billion.
Significant Accounting Policies
Principles of Consolidation:Consolidation
The consolidated financial statements include The Kraft Heinz Company, as well asand all of our wholly-owned and majority-ownedcontrolled subsidiaries. All intercompany transactions are eliminated.
Reportable Segments
We manage and report our operating results through 4 segments. We have 3 reportable segments defined by geographic region: United States, Canada, and Europe, Middle East, and Africa (“EMEA”). Our remaining businesses are combined and disclosed as “Rest of World.” Rest of World comprises 2 operating segments: Latin America and Asia Pacific (“APAC”).
During the third quarter of 2019, certain organizational changes were announced that will impact our future internal reporting and reportable segments. As a result of these changes, we plan to combine our EMEA, Latin America, and APAC zones to form the International zone. The International zone will be a reportable segment along with the United States and Canada in 2020. We also plan to move our Puerto Rico business from the Latin America zone to the United States zone to consolidate and streamline the management of our product categories and supply chain. These changes will be effective in the first quarter of 2020.
Use of Estimates:Estimates
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which requires us to make accounting policy elections, estimates, and assumptions that affect a numberthe reported amount of amounts inassets, liabilities, reserves, and expenses. These policy elections, estimates, and assumptions are based on our consolidated financial statements.best estimates and judgments. We baseevaluate our policy elections, estimates, and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. We believe these estimates to be reasonable given the current facts available. We adjust our policy elections, estimates, and assumptions that we believe are reasonable.when facts and circumstances dictate. Market volatility, including foreign currency exchange rates, increases the uncertainty inherent in our estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from estimates. If actual amounts differ from estimates, we include the revisions in our consolidated results of operations in the period the actual amounts become known. Historically, the aggregate differences, if any, between our estimates and actual amounts in any year have not had a material effect on our consolidated financial statements.
Translation of Foreign Currencies:Reclassifications
For all significant foreign operations, the functional currency is the local currency. AssetsWe made reclassifications to certain previously reported financial information to conform to our current period presentation.
Held for Sale
At December 29, 2018, we had classified certain assets and liabilities as held for sale in our consolidated balance sheet primarily relating to the previously announced divestiture of our equity interests in a subsidiary in India and our divestiture of certain assets and operations in Canada, which closed in 2019. At December 28, 2019, the assets and liabilities identified as held for sale in our consolidated balance sheet primarily relate to a business in our Rest of World segment, as well as certain other assets that are held for sale globally. See Note 4, Acquisitions and Divestitures, for additional information.


Note 2. Significant Accounting Policies
Revenue Recognition:
Our revenues are primarily derived from customer orders for the purchase of our products. We recognize revenues as performance obligations are fulfilled when control passes to our customers. We record revenues net of variable consideration, including consumer incentives and performance obligations related to trade promotions, excluding taxes, and including all shipping and handling charges billed to customers (accounting for shipping and handling charges that occur after the transfer of control as fulfillment costs). We also record a refund liability for estimated product returns and customer allowances as reductions to revenues within the same period that the revenue is recognized. We base these estimates principally on historical and current period experience factors. We recognize costs paid to third party brokers to obtain contracts as expenses as our contracts are generally less than one year.
Advertising, Consumer Incentives, and Trade Promotions:
We promote our products with advertising, consumer incentives, and performance obligations related to trade promotions. Consumer incentives and trade promotions include, but are not limited to, discounts, coupons, rebates, performance-based in-store display activities, and volume-based incentives. Variable consideration related to consumer incentive and trade promotion activities is recorded as a reduction to revenues based on amounts estimated as being due to customers and consumers at the end of a period. We base these estimates principally on historical utilization, redemption rates, and/or current period experience factors. 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. We then review and adjust these estimates each quarter based on actual experience and other information. We recorded advertising expenses of $534 million in 2019, $584 million in 2018, and $629 million in 2017, which represented costs to obtain physical advertisement spots in television, radio, print, digital, and social channels. We also incur other advertising and marketing costs such as shopper marketing, sponsorships, and agency advertisement conception, design, and public relations fees. Total advertising and marketing costs were $1.1 billion in 2019, 2018, and 2017.
Research and Development Expense:
We expense costs as incurred for product research and development within SG&A. Research and development expenses were approximately $112 million in 2019, $109 million in 2018, and $93 million in 2017.
Stock-Based Compensation:
We recognize compensation costs related to equity awards on a straight-line basis over the vesting period of the award, which is generally three to five years, or on a straight-line basis over the requisite service period for each separately vesting portion of the awards. These costs are primarily recognized within SG&A. We estimate expected forfeitures rather than recognizing forfeitures as they occur in determining our equity award compensation costs. We classify equity award compensation costs primarily within general corporate expenses. See Note 11, Employees’ Stock Incentive Plans, for additional information.
Postemployment Benefit Plans:
We maintain various retirement plans for the majority of our employees. These include pension benefits, postretirement health care benefits, and defined contribution benefits. The cost of these operationsplans is charged to expense over an appropriate term based on, among other things, the cost component and whether the plan is active or inactive. Changes in the fair value of our plan assets result in net actuarial gains or losses. These net actuarial gains and losses are translated at the exchange rate in effect at each period end. Income statement accounts are translated at the average rate of exchange prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component ofdeferred into accumulated other comprehensive income/(losses) onand amortized within other expense/(income) in future periods using the balance sheet. Gainscorridor approach. The corridor is 10% of the greater of the market-related value of the plan’s asset or projected benefit obligation. Any actuarial gains and losses from foreign currency transactionsin excess of the corridor are included in net income/(loss)then amortized over an appropriate term based on whether the plan is active or inactive. See Note 12, Postemployment Benefits, for additional information.
Income Taxes:
We recognize income taxes based on amounts refundable or payable for the period.

Highly Inflationary Accounting:current year and record deferred tax assets or liabilities for any difference between the financial reporting and tax basis of our assets and liabilities. We also recognize deferred tax assets for temporary differences, operating loss carryforwards, and tax credit carryforwards. Inherent in determining our annual tax rate are judgments regarding business plans, planning opportunities, and expectations about future outcomes. Realization of certain deferred tax assets, primarily net operating loss and other carryforwards, is dependent upon generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods.
We apply highly inflationary accounting ifa more-likely-than-not threshold to the cumulative inflation raterecognition and derecognition of uncertain tax positions. Accordingly, we recognize the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement.


Future changes in an economyjudgment related to the expected ultimate resolution of uncertain tax positions will affect our results in the quarter of such change.
We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. When assessing the need for valuation allowances, we consider future taxable income and ongoing prudent and feasible tax planning strategies. Should a three-yearchange in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, we would adjust related valuation allowances in the period meets or exceeds 100 percent. Under highly inflationary accounting,that the change in circumstances occurs, along with a corresponding adjustment to our provision for/(benefit from) income taxes. The resolution of tax reserves and changes in valuation allowances could be material to our results of operations for any period, but is not expected to be material to our financial statements of a subsidiary are remeasured into our reporting currency (U.S. dollars) based on the legally available exchange rate at which we expect to settle the underlying transactions. Exchange gainsposition.
Common Stock and losses from the remeasurement of monetary assets and liabilities are reflected in net income/(loss), rather than accumulated other comprehensive income/(losses) on the balance sheet, until such time as the economy is no longer considered highly inflationary. Certain non-monetary assets and liabilitiesPreferred Stock Dividends:
Dividends are recorded at the applicable historical exchange rates. We apply highly inflationary accountingas a reduction to the resultsretained earnings. When we have an accumulated deficit, dividends are recorded as a reduction of our Venezuelan subsidiary.additional paid-in capital.
Cash and Cash Equivalents:
Cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or less. Cash and cash equivalents that are legally restricted as to withdrawal or usage is classified in other current assets or other non-current assets, as applicable, on the consolidated balance sheets.
Inventories:
Inventories are stated at the lower of cost or net realizable value. We value inventories primarily using the average cost method.
Property, Plant and Equipment:
Property, plant and equipment are stated at historical cost and depreciated on the straight-line method over the estimated useful lives of the assets. Machinery and equipment are depreciated over periods ranging from three years to 20 years and buildings and improvements over periods up to 40 years. Capitalized software costs are included in property, plant and equipment and amortized on a straight-line basis over the estimated useful lives of the software, which do not exceed seven years. We review long-lived assets for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. Such conditions could include significant adverse changes in the business climate, current-period operating or cash flow losses, significant declines in forecasted operations, or a current expectation that an asset group will be disposed of before the end of its useful life. We perform undiscounted operating cash flow analyses to determine if an impairment exists. When testing for impairment of assets held for use, we group assets and liabilities at the lowest level for which cash flows are separately identifiable. If an impairment is determined to exist, the loss is calculated based on estimated fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.
Goodwill and Intangible Assets:
We testmaintain 19 reporting units, 11 of which comprise our goodwill andbalance. Our indefinite-lived intangible assetsasset balance primarily consists of a number of individual brands. We test our reporting units and brands for impairment at least annually inas of the first day of our second quarter, or when a triggering event occurs. The first step ofmore frequently if events or circumstances indicate it is more likely than not that the goodwill impairment test compares the reporting unit’s estimated fair value with its carrying value. If the carrying value of a reporting unit’s net assets exceedsunit or brand is less than its fair value,carrying amount. Such events and circumstances could include a sustained decrease in our market capitalization, increased competition or unexpected loss of market share, increased input costs beyond projections (for example due to regulatory or industry changes), disposals of significant brands or components of our business, unexpected business disruptions (for example due to a natural disaster or loss of a customer, supplier, or other significant business relationship), unexpected significant declines in operating results, significant adverse changes in the second step would be applied to measure the difference between the carrying value and implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, the goodwill would be considered impaired and would be reduced to its implied fair value.markets in which we operate, or changes in management strategy. We test indefinite-lived intangible assetsreporting units for impairment by comparing the estimated fair value of each intangible assetreporting unit with its carrying value.amount. We test brands for impairment by comparing the estimated fair value of each brand with its carrying amount. If the carrying valueamount of a reporting unit or brand exceeds its estimated fair value, we record an impairment loss based on the intangible asset would be considered impaired and would be reduced to fair value.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. Estimating thedifference between fair value and carrying amount, in the case of individual reporting units, and indefinite-lived intangible assets requires usnot to make assumptions and estimates regarding our future plans, as well as industry and economic conditions. These assumptions and estimates include projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates, and other market factors. If current expectationsexceed the associated carrying amount of future growth rates are not met or market factors outside of our control, such as discount rates, change significantly, then one or more of our reporting units or intangible assets might become impaired in the future. Additionally, as goodwill and intangible assets associated with recently acquired businesses are recorded on the balance sheet at their estimated acquisition date fair values, those amounts are more susceptible to an impairment risk if business operating results or macroeconomic conditions deteriorate.
We performed our annual impairment testing in the second quarter of 2017. See Note 7, Goodwill and Intangible Assets, for additional information.goodwill.
Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited, and are reviewedbenefited. We review definite-lived intangible assets for impairment when appropriate for possible impairment.
Revenue Recognition:
We recognize revenues when title and riskconditions exist that indicate the carrying amount of loss pass to our customers. We record revenues netthe assets may not be recoverable. Such conditions could include significant adverse changes in the business climate, current-period operating or cash flow losses, significant declines in forecasted operations, or a current expectation that an asset group will be disposed of consumer incentives and trade promotions and include all shipping and handling charges billed to customers. We also record provisions for estimated product returns and customer allowances as reductions to revenues within the same period that the revenue is recognized. We base these estimates principally on historical and current period experience factors.

Advertising, Consumer Incentives, and Trade Promotions:
We promote our products with advertising, consumer incentives, and trade promotions. Consumer incentives and trade promotions include, but are not limited to, discounts, coupons, rebates, performance based in-store display activities, and volume-based incentives. Consumer incentive and trade promotion activities are recorded as a reduction to revenues based on amounts estimated as being due to customers and consumers atbefore the end of a period.its useful life. We base these estimates principally on historical utilization, redemption rates, or current period experience factors. We review and adjust these estimates each quarterperform undiscounted operating cash flow analyses to determine if an impairment exists. When testing for impairment of definite-lived intangible assets held for use, we group assets at the lowest level for which cash flows are separately identifiable. If an impairment is determined to exist, the loss is calculated based on actual experienceestimated fair value. Impairment losses on definite-lived intangible assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.
See Note 9, Goodwill and otherIntangible Assets, for additional information.
Advertising expenses

Leases:
We determine whether a contract is or contains a lease at contract inception based on the presence of identified assets and our right to obtain substantially all of the economic benefit from or to direct the use of such assets. When we determine a lease exists, we record a right-of-use (“ROU”) asset and corresponding lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term. Lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets are recordedrecognized at commencement date at the value of the lease liability and are adjusted for any prepayments, lease incentives received, and initial direct costs incurred. Lease liabilities are recognized at lease commencement date based on the present value of remaining lease payments over the lease term. As the discount rate implicit in selling, generalthe lease is not readily determinable in most of our leases, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
We do not record lease contracts with a term of 12 months or less on our consolidated balance sheets.
We recognize fixed lease expense for operating leases on a straight-line basis over the lease term. For finance leases, we recognize amortization expense on the ROU asset and administrative expenses (“SG&A”interest expense on the lease liability over the lease term.
We have lease agreements with non-lease components that relate to the lease components (e.g., common area maintenance such as cleaning or landscaping, insurance, etc.). For interim reporting purposes, we charge advertising to operationsWe account for each lease and any non-lease components associated with that lease as a percentage of estimated full year sales activitysingle lease component for all underlying asset classes. Accordingly, all costs associated with a lease contract are accounted for as lease costs.
Certain leasing arrangements require variable payments that are dependent on usage or output or may vary for other reasons, such as insurance and marketing costs. We review and adjust these estimates each quarter basedtax payments. Variable lease payments that do not depend on actual experience and other information. We recorded advertising expenses of $629 millionan index or rate are excluded from lease payments in 2017, $708 million in 2016, and $464 million in 2015.
Research and Development Expense:
We expense costs as incurred for product research and development within SG&A. Research and development expense was approximately $93 million in 2017, $120 million in 2016, and $105 million in 2015.
Postemployment Benefit Plans:
We maintain various retirement plans for the majority of our employees. These include pension benefits, postretirement health care benefits, and defined contribution benefits. The cost of these plans is charged to expense over the working lifemeasurement of the covered employees. WeROU asset and lease liability and are recognized as expense in the period in which the payment occurs.
Our lease agreements do not include significant restrictions or covenants, and residual value guarantees are generally amortize net actuarial gains or losses in future periodsnot included within cost of products sold and SG&A.our operating leases.
Financial Instruments:
As we source our commodities on global markets and periodically enter into financing or other arrangements abroad, we use a variety of risk management strategies and financial instruments to manage commodity price, foreign currency exchange rate, and interest rate risks. Our risk management program focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results. One way we do this is through actively hedging our risks through the use of derivative instruments. As a matter of policy, we do not use highly leveraged derivative instruments, nor do we use financial instruments for speculative purposes.
Derivatives are recorded on our consolidated balance sheets as assets or liabilities at fair value, which fluctuates based on changing market conditions.
Certain derivatives are designated as cash flow hedges and qualify for hedge accounting treatment, while others are not designated as hedging instruments and are marked to market through earnings.net income/(loss). The effective portion of gains and losses on cash flow hedges are deferred as a component of accumulated other comprehensive income/(losses) and are recognized in earningsnet income/(loss) at the time the hedged item affects earnings,net income/(loss), in the same line item as the underlying hedged item. The excluded component on cash flow hedges is recognized in net income/(loss) over the life of the hedging relationship in the same income statement line item as the underlying hedged item. We also designate certain derivatives and non-derivatives as net investment hedges to hedge the net assets of certain foreign subsidiaries which are exposed to volatility in foreign currency exchange rates. The fairChanges in the value of these derivatives and remeasurements of our non-derivatives designated as net investment hedges are calculated each period using the spot method, with changes reported in foreign currency translation adjustment within accumulated other comprehensive income/(losses). Such amounts will remain in accumulated other comprehensive income/(losses) until the complete or substantially complete liquidation of our investment in the underlying foreign operations. The excluded component on derivatives designated as net investment hedges is recognized in net income/(loss) within interest expense. The income statement classification of gains and losses related to derivative instruments not designated as hedging instruments is determined based on the underlying intent of the contracts. Cash flows related to the settlement of derivative instruments designated as net investment hedges of foreign operations are classified in the consolidated statements of cash flows within investing activities. All other cash flows related to derivative instruments are classified in the same line item as the cash flows of the related hedged item, which is generally classified within operating activities. For additional information on derivative activity within our operating results, see Note 11, Financial Instruments.


To qualify for hedge accounting, a specified level of hedging effectiveness between the hedging instrument and the item being hedged must be achieved at inception and maintained throughout the hedged period. AnyWhen a hedging ineffectiveness is recognized ininstrument no longer meets the specified level of hedging effectiveness, we reclassify the related hedge gains or losses previously deferred into other comprehensive income/(losses) to net earnings when the change in the value of the hedge does not offset the change in the value of the underlying hedged item.income/(loss) within other expense/(income). We formally document our risk management objectives, our strategies for undertaking the various hedge transactions, the nature of and relationships between the hedging instruments and hedged items, and the method for assessing hedge effectiveness. Additionally, for qualified hedges of forecasted transactions, we specifically identify the significant characteristics and expected terms of the forecasted transactions. If it becomes probable that a forecasted transaction will not occur, the hedge will no longer be effective and all of the derivative gains or losses would be recognized in earningsnet income/(loss) in the current period.
Unrealized gains and losses on our commodity derivatives not designated as hedging instruments are recorded in cost of products sold and are included within general corporate expenses until realized. Once realized, the gains and losses are recordedincluded within the applicable segment operating results. See Note 13, Financial Instruments, for additional information.

When we use financial instruments, we are exposed to credit risk that a counterparty might fail to fulfill its performance obligations under the terms of our agreement. We minimize our credit risk by entering into transactions with counterparties with investment grade credit ratings, limiting the amount of exposure we have with each counterparty,Our designated and monitoring the financial condition of our counterparties. We also maintain a policy of requiring that all significant, non-exchange tradedundesignated derivative contracts with a duration of greater than one year be governed by an International Swaps and Derivatives Association master agreement. We are also exposed to market risk as the value of our financial instruments might be adversely affected by a change in foreign currency exchange rates, commodity prices, or interest rates. We manage market risk by incorporating monitoring parameters within our risk management strategy that limit the types of derivative instruments and derivative strategies we use and the degree of market risk that we hedge with derivative instruments.include:
Foreign currency cash flow hedges:
Net investment hedges. We have numerous investments in our foreign subsidiaries, the net assets of which are exposed to volatility in foreign currency exchange rates. We manage this risk by utilizing derivative and non-derivative instruments, including cross-currency swap contracts, foreign exchange contracts, and certain foreign denominated debt designated as net investment hedges. We exclude the interest accruals on cross-currency swap contracts and the forward points on foreign exchange forward contracts from the assessment and measurement of hedge effectiveness. We recognize the interest accruals on cross-currency swap contracts in net income/(loss) within interest expense. We amortize the forward points on foreign exchange contracts into net income/(loss) within interest expense over the life of the hedging relationship.
Foreign currency cash flow hedges. We use various financial instruments to mitigate our exposure to changes in exchange rates from third-party and intercompany actual and forecasted transactions. Our principal foreign currency exposures that are hedged include the British pound sterling, euro, and Canadian dollar. These instruments include cross-currency swap contracts and foreign exchange forward and option contracts. Substantially all of these derivative instruments are highly effective and qualify for hedge accounting treatment. We exclude the interest accruals on cross-currency swap contracts and the forward points and option premiums or discounts on foreign exchange contracts from the assessment and measurement of hedge effectiveness and amortize such amounts into net income/(loss) in the same line item as the underlying hedged item over the life of the hedging relationship.
Interest rate cash flow hedges. From time to time, we have used derivative instruments, including interest rate swaps, as part of our interest rate risk management strategy. We have primarily used interest rate swaps to hedge the variability of interest payment cash flows on a portion of our future debt obligations.
Commodity derivatives. We are exposed to price risk related to forecasted purchases of certain commodities that we primarily use as raw materials. We enter into commodity purchase contracts primarily for dairy products, meat products, coffee beans, sugar, vegetable oils, wheat products, corn products, and cocoa products. These commodity purchase contracts generally are not subject to the accounting requirements for derivative instruments and hedging activities under the normal purchases and normal sales exception. We also use commodity futures, options, and swaps to economically hedge the price of certain commodity costs, including the commodities noted above, as well as packaging products, diesel fuel, and natural gas. We do not designate these commodity contracts as hedging instruments. We also occasionally use futures to economically cross hedge a commodity exposure.
Translation of Foreign Currencies:
For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are translated at the exchange rate in effect at each period end. Income statement accounts are translated at the average rate of exchange prevailing during the period. Translation adjustments arising from the use of differing exchange rates from third-partyperiod to period are included as a component of accumulated other comprehensive income/(losses) on the balance sheet. Gains and intercompany actual and forecasted transactions. Our principallosses from foreign currency exposures thattransactions are hedged includeincluded in net income/(loss) for the British pound sterling, euro,period.


Highly Inflationary Accounting:
We apply highly inflationary accounting if the cumulative inflation rate in an economy for a three-year period meets or exceeds 100%. Under highly inflationary accounting, the financial statements of a subsidiary are remeasured into our reporting currency (U.S. dollars) based on the legally available exchange rate at which we expect to settle the underlying transactions. Exchange gains and Canadian dollar. These instruments include forward foreign exchange contracts. Substantially all of these derivative instruments are highly effective and qualify for hedge accounting treatment. We exclude forward pointslosses from the assessmentremeasurement of monetary assets and measurement of hedge ineffectivenessliabilities are reflected in net income/(loss), rather than accumulated other comprehensive income/(losses) on the balance sheet, until such time as the economy is no longer considered highly inflationary. Certain non-monetary assets and report such amounts in current period net income as interest expense.
Net investment hedges:
We have numerous investments in our foreign subsidiaries,liabilities are recorded at the net assets of which are exposed to volatility in foreign currencyapplicable historical exchange rates. We manage this risk by utilizing derivative and non-derivative instruments, including cross-currency swap contracts and certain foreign denominated debt designated as net investment hedges.
Interest rate cash flow hedges:
From timeapply highly inflationary accounting to time, we have used derivative instruments, including interest rate swaps, as partthe results of our interest rate risk management strategy. We have primarily used interest rate swaps to hedge the variability of interest payment cash flows on a portionsubsidiaries in Venezuela and Argentina. The net monetary assets of our future debt obligations. Substantially all of these derivative instruments have been highly effectivesubsidiary in Argentina were approximately $1 million at December 28, 2019. See Note 15, Venezuela - Foreign Currency and have qualifiedInflation, for hedge accounting treatment.
Commodity derivatives:
We are exposed to price riskadditional information related to forecasted purchases of certain commodities that we primarily use as raw materials. We enter into commodity purchase contracts primarily for coffee beans, meat products, sugar, wheat products, corn products, vegetable oils, cocoa products, and dairy products. These commodity purchase contracts generally are not subject to the accounting requirements for derivative instruments and hedging activities under the normal purchases exception. We also use commodity futures and options to economically hedge the price of certain commodity costs, including coffee beans, meat products, sugar, wheat products, corn products, vegetable oils, cocoa products, dairy products, diesel fuel, and packaging products. We do not designate these commodity contracts as hedging instruments. We also sell commodity futures to unprice future purchase commitments, and we occasionally use related futures to economically cross hedge a commodity exposure.our subsidiary in Venezuela.
Income Taxes:
We recognize income taxes based on amounts refundable or payable for the current year and record deferred tax assets or liabilities for any difference between U.S. GAAP accounting and tax reporting. We also recognize deferred tax assets for temporary differences, operating loss carryforwards, and tax credit carryforwards. Inherent in determining our annual tax rate are judgments regarding business plans, planning opportunities, and expectations about future outcomes. Realization of certain deferred tax assets, primarily net operating loss and other carryforwards, is dependent upon generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods.
We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, we recognize the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. Future changes in judgment related to the expected ultimate resolution of uncertain tax positions will affect income in the quarter of such change.
We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. When assessing the need for valuation allowances, we consider future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, we would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income. The resolution of tax reserves and changes in valuation allowances could be material to our results of operations for any period, but is not expected to be material to our financial position.

Common Stock and Preferred Stock Dividends:
Dividends are recorded as a reduction to retained earnings. When we have an accumulated deficit, dividends are recorded as a reduction of additional paid-in capital.
Note 3. New Accounting PronouncementsStandards
Accounting Standards Adopted in the Current Year:Year
Leases:
In MarchFebruary 2016, the Financial Accounting Standards Board (the “FASB”) issued accounting standards update (“ASU”) 2016-09 related to equity-based award accounting and presentation. Under this guidance, excess tax benefits upon the exercise of share- based payment awards are recognized in our tax provision rather than within equity. Cash flows related to excess tax benefits are classified as operating activities rather than financing activities. Additionally, cash flows related to employee tax withholdings on restricted share vesting are classified as financing activities. This ASU became effective in the first quarter of 2017. We adopted the guidance related to excess tax benefits on a prospective basis. As a result, we recognized a tax benefit of $22 million in our consolidated statement of income for 2017 related to our excess tax benefits upon the exercise of share-based payment awards. We retrospectively adopted the guidance related to cash flow classification of employee tax withholdings on restricted share vesting. This guidance did not have a material impact on our consolidated statement of cash flows for 2016. The impact on our consolidated statement of cash flows for 2015 was a $31 million decrease to cash flows provided by financing activities and a corresponding increase to cash flows provided by operating activities. Our equity award compensation cost continues to reflect estimated forfeitures.
In August 2016, the FASB issued ASU 2016-15 related to the classification of certain cash payments and cash receipts on the statement of cash flows. This ASU provided guidance on eight specific cash flow classification matters, which must be adopted in the same period using a retrospective transition method. We early adopted this ASU in the first quarter of 2017. We now classify consideration received for beneficial interest obtained for transferring trade receivables in securitization transactions as investing activities instead of operating activities. Accordingly, we reclassified cash receipts from the payments on sold receivables (which are cash receipts on the underlying trade receivables that have already been securitized) to cash provided by investing activities (from cash provided by operating activities). The impact on our consolidated statement of cash flows was $2.6 billion for 2016, and $1.3 billion for 2015. In connection with the adoption of ASU 2016-15, we also corrected other immaterial cash flow misstatements within operating activities, which had misstated the amount of beneficial interest obtained in the non-cash exchange from the securitization of trade receivables. Additionally, we now classify cash payments for debt prepayment and debt extinguishment costs as cash outflows from financing activities rather than cash outflows from operating activities. The impact on our consolidated statement of cash flows for 2015 was a $105 million decrease to cash provided by financing activities and a corresponding increase to cash provided by operating activities. There was no impact on our consolidated statement of cash flows for 2016.
In November 2016, the FASB issued ASU 2016-18 requiring the statement of cash flows to explain the change in restricted cash and restricted cash equivalents, in addition to cash and cash equivalents. We early adopted this ASU in the first quarter of 2017. Accordingly, we restated our cash and cash equivalents balances in the consolidated statements of cash flows to include restricted cash of $51 million at December 31, 2016, $75 million at January 3, 2016, and $12 million at December 28, 2014. Additionally, cash provided by investing activities in 2016 decreased by $24 million and cash used for investing activities in 2015 decreased by $64 million. As required by the ASU, we have provided a reconciliation from cash and cash equivalents as presented on our condensed consolidated balance sheets to cash, cash equivalents, and restricted cash as reported on our condensed consolidated statements of cash flows. See Note 4, Restricted Cash, for this reconciliation, as well as a discussion of the nature of our restricted cash balances.
Accounting Standards Not Yet Adopted:
In May 2014, the FASB issued ASU 2014-09, which superseded previously existing revenue recognition guidance. Under this ASU, companies will apply a principles-based five step model to recognize revenue upon the transfer of promised goods or services to customers and in an amount that reflects the consideration for which the company expects to be entitled to in exchange for those goods or services. This ASU will be effective beginning in the first quarter of our fiscal year 2018. The ASU may be applied using a full retrospective method or a modified retrospective transition method, with a cumulative-effect adjustment as of the date of adoption. The ASU also provides for certain practical expedients, including the option to expense as incurred the incremental costs of obtaining a contract, if the contract period is for one year or less. We plan to use this practical expedient upon adoption of this ASU; the impact is expected to be insignificant as this expedient aligns with our current practice. Additionally, we plan to make the following policy elections upon adoption of this ASU in the first quarter of 2018: (i) we will account for shipping and handling costs as contract fulfillment costs, and (ii) we will exclude taxes imposed on and collected from customers in revenue producing transactions (e.g, sales, use, and value added taxes) from the transaction price. We expect that the impact of adopting this guidance will be immaterial to our financial statements and related disclosures. There will be no impact to net income upon adoption of this ASU. We will adopt this ASU using the full retrospective method on the first day of our fiscal year 2018.

In February 2016, the FASB issued ASU 2016-02 which superseded previously existing leasing guidance. The ASU is intended to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. The newupdated guidance requires lessees to reflect mostthe majority of leases on their balance sheets as assets and obligations. This ASU became effective beginning in the first quarter of our fiscal year 2019. We adopted this ASU in the first quarter of 2019 using a modified retrospective transition method and elected the following practical expedients: (i) the optional transition method that allows us to apply the guidance at the adoption date and recognize any adjustments that result from applying Accounting Standards Codification (“ASC”) Topic 842, Leases, to existing leases as a cumulative-effect adjustment to the opening balance of retained earnings/(deficit) in the period of adoption (i.e., the effective date); (ii) the package of practical expedients that allows us to carry forward our determination of whether a lease exists, the classification of a lease, and whether initial direct lease costs exist for purposes of transition to the new standard; (iii) the land easement option, which allows us to continue to use prior accounting conclusions reached in our accounting for land easements; and (iv) the short-term lease exemption whereby we will not record an asset or liability for short-term leases. The most significant impact of adoption on our consolidated financial statements was the recognition of ROU assets and lease liabilities for operating leases. Our accounting for finance leases remained substantially unchanged. Upon adoption, we had total lease assets of $821 million and total lease liabilities of $887 million. The adoption of this ASU did not result in a cumulative-effect adjustment to the opening balance of retained earnings/(deficit) and did not impact our consolidated statements of income or our cash flows. See Note 2, Significant Accounting Policies, for our lease accounting policy and Note 19, Leases, for additional information related to our lease arrangements.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income:
In February 2018, the FASB issued ASU 2018-02 related to reclassifying tax effects stranded in accumulated other comprehensive income/(losses) because of the Tax Cuts and Jobs Act (“U.S. Tax Reform”) enacted on December 22, 2017. U.S. Tax Reform reduced the U.S. federal corporate tax rate from 35.0% to 21.0%. ASC Topic 740, Income Taxes, requires the remeasurement of deferred tax assets and liabilities as a result of such changes in tax laws or rates to be presented in net income/(loss) from continuing operations. However, the related tax effects of such deferred tax assets and liabilities may have been originally recorded in other comprehensive income/(loss). This ASU allows companies to reclassify such stranded tax effects from accumulated other comprehensive income/(losses) to retained earnings/(deficit). This reclassification adjustment is optional, and if elected, may be applied either to the period of adoption or retrospectively to the period(s) impacted by U.S. Tax Reform. Additionally, this ASU requires companies to disclose the policy election for stranded tax effects as well as the general accounting policy for releasing income tax effects from accumulated other comprehensive income/(losses). This ASU became effective beginning in the first quarter of our fiscal year 2019. We adopted this ASU on the first day of our fiscal year 2019 and made the policy election to reclassify stranded tax effects from accumulated other comprehensive income/(losses) to retained earnings/(deficit) in the period of adoption. The impact of this policy election was an increase to retained earnings/(deficit) and a corresponding decrease to accumulated other comprehensive income/(losses) of $136 million. We generally release income tax effects from accumulated other comprehensive income/(losses) when the entire portfolio of the item giving rise to the tax effect is disposed of, liquidated, or terminated.


Accounting Standards Not Yet Adopted
Measurement of Current Expected Credit Losses:
In June 2016, the FASB issued ASU 2016-13 to update the methodology used to measure current expected credit losses (“CECL”). This ASU applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investments in leases, and trade accounts receivable as well as certain off-balance sheet credit exposures, such as loan commitments. This ASU replaces the current incurred loss impairment methodology with a methodology to reflect CECL and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. The guidance must be adopted using a modified retrospective transition method through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. This ASU will be effective beginning in the first quarter of our fiscal year 2019. Early adoption is permitted. The new2020. We do not expect this guidance must be adopted usingto have a modified retrospective transition, and provides for certain practical expedients. While we are still evaluating thesignificant impact this ASU will have on our financial statements and related disclosures, we have completed our scoping reviews and have made progress in our assessment phase. We have identified our significant leases by geography and by asset type as well as our leasing processes which will be impacted by the new standard. Furthermore, we have developed a data extraction strategy, made significant progress on lease data collection efforts, and identified an accounting system to support the future state leasing process. We have also made progress in developing the policy elections we will make upon adoption. We expect that our financial statement disclosures will be expanded to present additional details of our leasing arrangements. At this time, we are unable to reasonably estimate the expected increase in assets and liabilities on our condensed consolidated balance sheets upon adoption. We will adopt this ASU on the first day of our fiscal year 2019.disclosures.
Fair Value Measurement Disclosures:
In October 2016,August 2018, the FASB issued ASU 2016-162018-13 related to fair value measurement disclosures. This ASU removes the requirement to disclose the amount of and reasons for transfers between Levels 1 and 2 of the fair value hierarchy, the policy for determining that a transfer has occurred, and valuation processes for Level 3 fair value measurements. Additionally, this ASU modifies the disclosures related to the income tax accounting impactsmeasurement uncertainty for recurring Level 3 fair value measurements (by removing the requirement to disclose sensitivity to future changes) and the timing of intra-entity transfersliquidation of investee assets (by removing the timing requirement in certain instances). The guidance also requires new disclosures for Level 3 financial assets and liabilities, including the amount and location of unrealized gains and losses recognized in other than inventory, such as intellectual propertycomprehensive income/(loss) and property, plant and equipment. Under the new accounting guidance, current and deferred income taxes should be recognized upon transfer of the assets. Previously, recognition of current and deferred income taxes was prohibited until the asset was sold to an external party. This ASU will be effective beginning in the first quarter of our fiscal year 2018. The new guidance must be adopted on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the adoption period. We will adopt this ASU on the first day of our fiscal year 2018. While we are still evaluating the impact of this ASU, we currently anticipate a cumulative effect adjustment to retained earnings of approximately $100 million upon adoption.
In January 2017, the FASB issued ASU 2017-04additional information related to goodwill impairment testing. This ASU eliminates Step 2 from the goodwill impairment test. Under the new guidance, if a reporting unit’s carrying amount exceeds itssignificant unobservable inputs used in determining Level 3 fair value the entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. Previously, if the fair value of a reporting unit was lower than its carrying amount (Step 1), an entity was required to calculate any impairment charge by comparing the implied fair value of goodwill with its carrying amount (Step 2). Additionally, under the new standard, entities that have reporting units with zero or negative carrying amounts will no longer be required to perform the qualitative assessment to determine whether to perform Step 2 of the goodwill impairment test. As a result, reporting units with zero or negative carrying amounts will generally be expected to pass the simplified impairment test; however, additional disclosure will be required of those entities.measurements. This ASU will be effective beginning in the first quarter of our fiscal year 2020. Early adoption of the guidance in whole is permitted for annualpermitted. Alternatively, companies may early adopt removed or modified disclosures and interim goodwill impairment testing dates after January 1, 2017. The new guidancedelay adoption of the additional disclosures until their effective date. Certain of the amendments in this ASU must be adoptedapplied prospectively upon adoption, while other amendments must be applied retrospectively upon adoption. We elected to early adopt the provisions related to removing disclosures in the fourth quarter of our fiscal year 2018 on a prospectiveretrospective basis. WhileAccordingly, we are still evaluating the timing of adoption, we currently do not expect this ASUremoved certain disclosures from Note 12, Postemployment Benefits and Note 13, Financial Instruments. There was no other impact to have a material impact on our financial statements andstatement disclosures as a result of early adopting the provisions related to removing disclosures.
Disclosure Requirements for Certain Employer-Sponsored Benefit Plans:
In January 2017,August 2018, the FASB issued ASU 2017-01 clarifying2018-14 related to the definitiondisclosure requirements for employers that sponsor defined benefit pension and other postretirement benefit plans. The guidance requires sponsors of a businessthese plans to provide additional disclosures, including weighted-average interest rates used in determining whether transactionsthe company’s cash balance plans and a narrative description of reasons for any significant gains or losses impacting the benefit obligation for the period. Additionally, this guidance eliminates certain previous disclosure requirements. This ASU will be effective beginning with our Annual Report on Form 10-K for the year ended December 26, 2020. This guidance must be applied on a retrospective basis to all periods presented.
Implementation Costs Incurred in Hosted Cloud Computing Service Arrangements:
In August 2018, the FASB issued ASU 2018-15 related to accounting for implementation costs incurred in hosted cloud computing service arrangements. Under the new guidance, implementation costs incurred in a hosting arrangement that is a service contract should be accounted for as acquisitions (or disposals) of assetsexpensed or businesses. The ASU provides a screen for entities to determine if an integrated set of assets and activities (“set”) is not a business. If substantially allcapitalized based on the nature of the fair valuecosts and the project stage during which such costs are incurred. If the implementation costs qualify for capitalization, they must be amortized over the term of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a grouphosting arrangement and assessed for impairment. Companies must disclose the nature of similar identifiable assets, the set is not a business. If this screen is not met, the entity then determines if the set meets the minimum requirement of a business. For a set to be a business, it must include an input and a substantive process which together significantly contribute to the ability to create outputs. The current guidance does not specify the minimum processes that are required for a set be a business. Theany hosted cloud computing service arrangements. This ASU also updatesprovides guidance for balance sheet and income statement presentation of capitalized implementation costs and statement of cash flows presentation for the definition of outputs to be the result of inputs and processes applied to those inputs that provide goods or services to customers, investment income (such as dividends or interest), or other revenues.related payments. This ASU will be effective beginning in the first quarter of our fiscal year 2018 and must2020. This guidance may be adopted on a prospective basis.either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We will prospectively adopt this ASU on the first day of our fiscal year 2018. We currentlyguidance and do not expect the adoption of this ASU to result in more transactions accounted for as asset acquisitions or disposals. We currently cannot reasonably estimate the impact that adoption of this ASUit will have a significant impact on our financial statements and related disclosures as it will depend ondisclosures.
Simplifying the facts and circumstances of individual transactions.Accounting for Income Taxes:

In March 2017,December 2019, the FASB issued ASU 2017-072019-12 to simplify the accounting in ASC 740, Income Taxes. This guidance removes certain exceptions related to the presentationapproach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of net periodic benefit cost (pensiondeferred tax liabilities for outside basis differences. This guidance also clarifies and postretirement cost).simplifies other areas of ASC 740. This ASU will be effective beginning in the first quarter of our fiscal year 2018. Under the new guidance, the service cost component of net periodic benefit cost must be presented2021. Early adoption is permitted. Certain amendments in the same statement of income line item as other employee compensation costs arising from services rendered by employees during the period. Other components of net periodic benefit cost must be disaggregated from the service cost component in the statements of income and must be presented outside the operating income subtotal. Additionally, only the service cost component will be eligible for capitalization in assets. The new guidancethis update must be applied retrospectively for the statement of income presentation of service cost componentson a prospective basis, certain amendments must be applied on a retrospective basis, and other net periodic benefit cost components and prospectively for the capitalization of service cost components. There iscertain amendments must be applied on a practical expedient that allows usmodified retrospective basis through a cumulative-effect adjustment to use historical amounts disclosed in our Postemployment Benefits footnote as an estimation basis for retrospectively applying the statement of income presentation requirements. We plan to use this practical expedient when we adopt this ASU on the first day of our fiscal year 2018. The retrospective impact of adopting ASU 2017-07 in 2018 is expected to be (in millions):
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Increase/(decrease) to cost of products sold$558
 $373
 $202
Increase/(decrease) to selling, general and administrative expenses78
 93
 (30)
Increase/(decrease) to operating income(a)
(636) (466) (172)
(a)Includes amortization of prior service costs/(credits), curtailments, special/contractual termination benefits, and certain settlements. These components of net pension and postretirement cost/(benefit) are excluded from Segment Adjusted EBITDA and totaled approximately $(480) million in 2017, $(340) million in 2016, and $(120) million in 2015.
In August 2017, the FASB issued ASU 2017-12 related to accounting for hedging activities. This guidance will impact the accounting for our financial (i.e., foreign exchange and interest rate) and non-financial (i.e., commodity) hedging activities. Key components of this ASU that could impact us are as follows:
Grants the ability to hedge the risk associated with the change in a contractually specified component of the purchase or sale of a non-financial item instead of the total contractual price, which could allow more commodity contracts to qualify for hedge accounting;
Requires us to defer the entire change in value of the derivative, including the effective and ineffective portion, into other comprehensive income until the hedged item impacts net income. When released, the deferred hedge gains and losses, including the ineffective portion, will be recognizedretained earnings/(deficit) in the same statementperiod of income line affected by the hedged item;
Allows us to recognize changes in the fair value of excluded components in other comprehensive income (which will be amortized into net income over the life of the derivative) or in net income in the related period;
Changes hedge effectiveness testing, including timing and allowable methods of testing; and,
Requires additional tabular disclosures in the footnotes to the financial statements.
The method for adopting the revised standard is modified retrospective. This ASU will be effective beginning in the first quarter of our fiscal year 2019. Early adoption is permitted, including in an interim period.adoption. We are currently evaluating the timing of adoption and the impact this ASU will have on our financial statements and related disclosures.disclosures as well as the timing of adoption.


Note 2. Merger4. Acquisitions and AcquisitionDivestitures
Transaction Overview:Acquisitions
As discussedPrimal Acquisition:
On January 3, 2019 (the “Primal Acquisition Date”), we acquired 100% of the outstanding equity interests in Note 1, BackgroundPrimal Nutrition, LLC (“Primal Nutrition”) (the “Primal Acquisition”), a better-for-you brand primarily focused on condiments, sauces, and Basis of Presentation, Heinz mergeddressings, with Kraft on July 2, 2015. The Kraft businesses manufacture and market food and beverage products, including cheese, meats, refreshment beverages, coffee, packaged dinners, refrigerated meals, snack nuts, dressings,growing product lines in healthy snacks and other grocery products, primarilycategories. The Primal Kitchen brand holds leading positions in the United Statese-commerce and Canada. Following the 2015 Merger Date, the operatingnatural channels. The results of the Kraft businessesPrimal Nutrition have been included in our consolidated financial statements. Forstatements for the period from the 2015 Merger Date through January 3, 2016, Kraft's net sales were $8.5 billion and net income was $478 million.year ended December 28, 2019. We have not included unaudited pro forma results as it would not yield significantly different results.
The 2015 MergerPrimal Acquisition was accounted for under the acquisition method of accounting for business combinations and Heinzcombinations. The total cash consideration paid for Primal Nutrition was considered to be the acquiring company. Under the acquisition method of accounting, total consideration exchanged was (in millions):
Aggregate fair value of Kraft common stock$42,502
$16.50 per share special cash dividend9,782
Fair value of replacement equity awards353
Total consideration exchanged$52,637

Valuation Assumptions and Purchase Price Allocation:
$201 million. We utilized estimated fair values at the 2015 MergerPrimal Acquisition Date to allocate the total consideration exchanged to the net tangible and intangible assets acquired and liabilities assumed. ThisThe fair value estimates of the assets acquired and liabilities assumed were subject to adjustment during the measurement period (up to one year from the Primal Acquisition Date). The purchase price allocation for the Primal Acquisition was final as of July 3, 2016.September 28, 2019.
The final purchase price allocation to assets acquired and liabilities assumed in the transactionPrimal Acquisition was (in millions):
Cash$2
Other current assets15
Identifiable intangible assets66
Current liabilities(6)
Net assets acquired77
Goodwill on acquisition124
Total consideration$201

Cash$314
Other current assets3,423
Property, plant and equipment4,179
Identifiable intangible assets47,771
Other non-current assets214
Trade and other payables(3,026)
Long-term debt(9,286)
Net postemployment benefits and other non-current liabilities(4,739)
Deferred income tax liabilities(16,675)
Net assets acquired22,175
Goodwill on acquisition30,462
Total consideration52,637
Fair value of shares exchanged and equity awards42,855
Total cash consideration paid to Kraft shareholders9,782
Cash and cash equivalents of Kraft at the 2015 Merger Date314
Acquisition of business, net of cash on hand$9,468
The 2015 MergerPrimal Acquisition resulted in $30.5 billion$124 million of non tax deductible goodwill relating principally to synergies expected to be achieved fromplanned expansion of the combined operationsPrimal Kitchen brand into new channels and planned growth in new markets. Goodwill has beencategories. This goodwill was allocated to our segmentsthe United States segment as shown in Note 7, 9, Goodwill and Intangible Assets.
The purchase price allocation to identifiable intangible assets acquired in the Primal Acquisition was:
 
Fair Value
(in millions of dollars)
 
Weighted Average Life
(in years)
Definite-lived trademarks$52.5
 15
Customer-related assets13.5
 20
Total$66.0
  
 Fair Value Weighted Average Life
 (in millions of dollars) (in years)
Indefinite-lived trademarks$43,104
  
Definite-lived trademarks1,690
 24
Customer-related assets2,977
 29
Total$47,771
  

We valued trademarks using either the excess earnings method or relief from royalty method, which are both variations of the income approach. We used the excess earnings method for our most significant trademarks due to their impact on the cash flows of the business and used the relief from royalty method for the remaining trademarks and licenses. For customer relationships, we usedcustomer-related assets using the distributor method, a variation of the excess earnings method that uses distributor-based inputs for margins and contributory asset charges.
method. Some of the more significant assumptions inherent in developing the valuations included the estimated annual net cash flows for each indefinite-lived or definite-lived intangible asset (including net sales, cost of products sold, selling and marketing costs, and working capital/contributory asset charges), the discount rate that appropriately reflects the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends, as well as other factors. We determined the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, estimated product category growth rates, managementmanagement’s plans, and market comparables.
We used carrying values as of July 2, 2015the Primal Acquisition Date to value certain current and non-current assets and liabilities, as we determined that they represented the fair value of those items at the Primal Acquisition Date.
Cerebos Acquisition:
On March 9, 2018 (the “Cerebos Acquisition Date”), we acquired 100% of the outstanding equity interests in Cerebos Pacific Limited (“Cerebos”) (the “Cerebos Acquisition”), an Australian food and beverage company.
The Cerebos Acquisition was accounted for under the acquisition method of accounting for business combinations. The total cash consideration paid for Cerebos was $244 million. We utilized estimated fair values at the Cerebos Acquisition Date to allocate the total consideration exchanged to the net tangible and intangible assets acquired and liabilities assumed. Such allocation was final as of December 29, 2018.


The final purchase price allocation to assets acquired and liabilities assumed in the Cerebos Acquisition was (in millions):
Cash$23
Other current assets65
Property, plant and equipment, net75
Identifiable intangible assets100
Trade and other payables(41)
Other non-current liabilities(3)
Net assets acquired219
Goodwill on acquisition25
Total consideration$244

The Cerebos Acquisition resulted in $25 million of non tax deductible goodwill relating principally to planned expansion of Cerebos brands into new categories and markets. This goodwill was allocated to Rest of World as shown in Note 9, Goodwill and Intangible Assets.
The final purchase price allocation to identifiable intangible assets acquired in the Cerebos Acquisition was:
 
Fair Value
(in millions of dollars)
 
Weighted Average Life
(in years)
Definite-lived trademarks$87
 22
Customer-related assets13
 12
Total$100
  

We valued trademarks using the relief from royalty method and customer-related assets using the distributor method. Some of the more significant assumptions inherent in developing the valuations included the estimated annual net cash flows for each definite-lived intangible asset (including net sales, cost of products sold, selling and marketing costs, and working capital/contributory asset charges), the discount rate that appropriately reflects the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends, as well as other factors. We determined the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, estimated product category growth rates, management’s plans, and market comparables.
We used carrying values as of the Acquisition Date to value trade receivables and payables, as well as certain other current and non-current assets and liabilities, as we determined that they represented the fair value of those items at the 2015 MergerAcquisition Date.
We valued finished goods and work-in-process inventory using a net realizable value approach, which resulted in a step-up of $347 million that was recognized in cost of products sold in the period from the 2015 Merger Date to September 27, 2015 as the related inventory was sold.approach. Raw materials and packaging inventory was valued using the replacement cost approach.

We valued property, plant and equipment using a combination of the income approach, the market approach, and the cost approach, which is based on the current replacement and/or reproduction cost of the asset as new, less depreciation attributable to physical, functional, and economic factors.
DeferredOther Acquisitions:
In the third quarter of 2018, we had two additional acquisitions of businesses, including The Ethical Bean Coffee Company Ltd., a Canadian-based coffee roaster, and Wellio, Inc., a full-service meal planning and preparation technology start-up in the U.S. The aggregate consideration paid related to these acquisitions was $27 million.

Deal Costs:
Related to our acquisitions, we incurred aggregate deal costs of $2 million in 2019 and $20 million in 2018. We recognized these deal costs primarily in SG&A. We did 0t incur any deal costs in 2017.


Divestitures
Potential Disposition:
As of December 28, 2019, we were in negotiations with a prospective buyer for 100% of the equity interests in a subsidiary within our Rest of World segment for cash of approximately $55 million. This subsidiary generated approximately $1 million of net income taxin 2019. The aggregate carrying value of net assets to be transferred and accumulated foreign currency losses to be released is expected to be approximately $126 million. As a result, we recorded a loss of approximately $71 million in 2019 related to this transaction. This loss was included in other expense/(income). In addition, we have classified the related assets and liabilities as held for sale on the consolidated balance sheet at December 28, 2019. We expect this transaction to close in the first half of 2020.
Heinz India Transaction:
In October 2018, we entered into a definitive agreement with 2 third-parties, Zydus Wellness Limited and Cadila Healthcare Limited (collectively, the “Buyers”), to sell 100% of our equity interests in Heinz India Private Limited (“Heinz India”) for approximately 46 billion Indian rupees (approximately $655 million at January 30, 2019) (the “Heinz India Transaction”). In connection with the Heinz India Transaction, we transferred to the Buyers, among other assets and operations, our global intellectual property rights to several brands, including Complan, Glucon-D, Nycil, and Sampriti. Our core brands (i.e., Heinz and Kraft) were not transferred. The Heinz India Transaction closed on January 30, 2019 (the “Heinz India Closing Date”). We recognized a pre-tax gain of $246 million in the first quarter of 2019. Additionally, in the third quarter of 2019, we recognized a recovery of local India taxes of $3 million, which was classified as gain on sale of business. As a result, we recognized pre-tax gains of $249 million in 2019. These pre-tax gains were included in other expense/(income).
The components of the 2015 Mergerpre-tax gain were as follows (in millions):
Proceeds$655
Less investment in Heinz India(355)
Recognition of tax indemnification(48)
Other(3)
Pre-tax gain on sale of Heinz India$249

In connection with the Heinz India Transaction we agreed to indemnify the Buyers from and against any tax losses for any taxable period prior to the Heinz India Closing Date, represented the expected future tax consequencesincluding taxes for which we are liable as a result of temporary differences betweenany transaction that occurred on or before such date. To determine the fair valuesvalue of our tax indemnity we made various assumptions, including the range of potential dates the tax matters will be resolved, the range of potential future cash flows, the probabilities associated with potential resolution dates and potential future cash flows, and the discount rate. We recorded tax indemnity liabilities related to the Heinz India Transaction totaling approximately $48 million, including $18 million in other current liabilities and $30 million in other non-current liabilities on our consolidated balance sheet as of the assets acquired and liabilities assumed and their tax bases.
Pro Forma Results:
Our unaudited pro forma results, preparedHeinz India Closing Date. We also recorded a corresponding $48 million reduction of the gain on the Heinz India Transaction within other expense/(income) in accordance with ASC 805, as if Kraft had been acquired asour consolidated statement of December 30, 2013 were (in millions, except per share data):
 January 3,
2016
(53 weeks)
Net sales$27,447
Net income1,761
Basic earnings per share0.72
Diluted earnings per share0.70
The unaudited pro forma results include certain purchase accounting adjustments. We have made pro forma adjustments to exclude deal costsincome in the first quarter of $166 million ($102 million net of tax) and $347 million ($213 million net of tax) of non-cash costs related2019. Future changes to the fair value step-up of inventorythese tax indemnity liabilities will continue to impact other expense/(income) throughout the life of the exposures as a component of the gain on sale for the Heinz India Transaction.
The other component of the pre-tax gain on the sale of Heinz India in the table above primarily related to losses on net investment hedges of our investment in Heinz India, which were settled in the first quarter of 2019, and were partially offset by the local India tax recovery in the third quarter of 2019.
Canada Natural Cheese Transaction:
In November 2018, we entered into a definitive agreement with a third-party, Parmalat SpA (“Inventory Step-up Costs”Parmalat”) from 2015, because such, to sell certain assets in our natural cheese business in Canada for approximately 1.6 billion Canadian dollars (approximately $1.2 billion at July 2, 2019) (the “Canada Natural Cheese Transaction”). In connection with the Canada Natural Cheese Transaction, we transferred certain assets to Parmalat, including the intellectual property rights to Cracker Barrel in Canada and P’Tit Quebec globally. The Canada Natural Cheese Transaction closed on July 2, 2019. We recognized a pre-tax gain of $242 million, which was included in other expense/(income) in 2019.
The components of the pre-tax gain were as follows (in millions):
Proceeds$1,236
Less carrying value of Canada Natural Cheese net assets(995)
Other1
Pre-tax gain resulting from Canada Natural Cheese Transaction$242



South Africa Transaction:
In May 2018, we sold our 50.1% interest in our South African subsidiary to our minority interest partner. This transaction included proceeds of $18 million. We recorded a pre-tax loss on the sale of a business of approximately $15 million, which was included in other expense/(income) on the consolidated statement of income for 2018.

Deal Costs:
Related to our divestitures, we incurred aggregate deal costs are non-recurringof $17 million in 2019 and are directly attributable$3 million in 2018. We recognized these deal costs in SG&A. We did 0t incur any deal costs in 2017.
Held for Sale
Our assets and liabilities held for sale, by major class, were (in millions):
 December 28, 2019 December 29, 2018
ASSETS   
Cash and cash equivalents$27
 $
Inventories21
 92
Property, plant and equipment, net25
 139
Goodwill
 669
Intangible assets, net23
 437
Other26
 39
Total assets held for sale$122
 $1,376
LIABILITIES   
Trade payables$3
 $16
Other6
 39
Total liabilities held for sale$9
 $55

The change in assets and liabilities held for sale in 2019 was primarily related to the 2015 Merger.
Heinz India Transaction closing on January 30, 2019 and the Canada Natural Cheese Transaction closing on July 2, 2019. The unaudited pro forma results do not include any anticipated cost savings or other effectsbalances held for sale at December 28, 2019 primarily relate to a business in our Rest of future restructuring efforts. Unaudited pro forma amounts are not necessarily indicative of results hadWorld segment, as well as certain manufacturing equipment and land use rights across the 2015 Merger occurred on December 30, 2013 or of future results.globe.
Note 3. Integration and5. Restructuring ExpensesActivities
As part of our restructuring activities, we incur expenses that qualify as exit and disposal costs under U.S. GAAP. These include severance and employee benefit costs and other exit costs. Severance and employee benefit costs primarily relate to cash severance, non-cash severance, including accelerated equity award compensation expense, and pension and other termination benefits. Other exit costs primarily relate to lease and contract terminations. We also incur expenses that are an integral component of, and directly attributable to, our restructuring activities, which do not qualify as exit and disposal costs under U.S. GAAP. These include asset-related costs and other implementation costs. Asset-related costs primarily relate to accelerated depreciation and asset impairment charges. Other implementation costs primarily relate to start-up costs of new facilities, professional fees, asset relocation costs, and costs to exit facilities.facilities, and costs associated with restructuring benefit plans.
Employee severance and other termination benefit packages are primarily determined based on established benefit arrangements, local statutory requirements, or historical benefit practices. We recognize the contractual component of these benefits when payment is probable and estimable; additional elements of severance and termination benefits associated with non-recurring benefits are recognized ratably over each employee’s required future service period. Charges for accelerated depreciation are recognized on long-lived assets that will be taken out of service before the end of their normal service, in which case depreciation estimates are revised to reflect the use of the asset over its shortened useful life. Asset impairments establish a new fair value basis for assets held for disposal or sale, and those assets are written down to expected net realizable value if carrying value exceeds fair value. All other costs are recognized as incurred.

Integration Program:
Following the 2015 Merger, we announced a multi-year program (the “Integration Program”) designed to reduce costs, streamline and simplify our operating structure as well as optimize our production and supply chain network across our businesses in the United States and Canada segments.Restructuring Activities:
We expect to incur pre-tax costs of approximately $2.1 billion related to the Integration Program. These pre-tax costshave restructuring programs globally, which are comprised of the following categories:
Organization costs (approximately $400 million) associated with streamlining and simplifying our operating structure, resulting in workforce reduction (primarily severance and employee benefit costs).
Footprint costs (approximately $1.3 billion) associated with optimizing our production and supply chain network, resulting infocused primarily on workforce reduction and facility closuresfactory closure and consolidations (primarily asset-related costs and severance and employee benefit costs).
Other costs (approximately $400 million) incurred as a direct resultconsolidation. In 2019, we eliminated approximately 400 positions related to these programs. As of integration activities, including other exit costs (primarily lease and contract terminations) and other implementation costs (primarily professional services and other third-party fees).
Approximately 60% of the Integration Program costs will be reflected in cost of products sold and approximately 60% will be cash expenditures.
In 2017,December 28, 2019, we substantially completed our Integration Program. Overall, as part of the Integration Program, we have closed net six factories and consolidated our distribution network. We expect to eliminate approximately 5,200550 additional positions 4,900 of whom have leftrelated to these programs primarily outside the Company as of December 30, 2017. The Integration Program liability at December 30, 2017 related primarilyU.S. due to the eliminationplanned formation of general salaried and factory positions across the United States and Canada.
AsInternational zone in 2020. These programs resulted in expenses of December 30, 2017, we have incurred cumulative costs of $2,055 million, including $339$108 million in 2017, $887 million in 2016, and $829 million in 2015. The $2,055 million of cumulative costs included $5392019, including $15 million of severance and employee benefit costs, $858$37 million of non-cash asset-related costs, $550and $55 million of other implementation costs, and $108$1 million of other exit costs. The related amounts incurredRestructuring expenses totaled $368 million in 2017 were a $1422018 and $118 million credit related to severance and employee benefit costs, $208 million of non-cash asset-related costs, $260 million of other implementation costs, and $13 million of other exit costs.
We expect to incur further Integration Program costs in 2018.2017.
Our net liability balance for Integration Programrestructuring project costs that qualify as exit and disposal costs under U.S. GAAP (i.e., severance and employee benefit costs and other exit costs), was (in millions):
 Severance and Employee Benefit Costs Other Exit Costs Total
Balance at December 29, 2018$32
 $33
 $65
Charges/(credits)15
 1
 16
Cash payments(21) (10) (31)
Non-cash utilization(4) 
 (4)
Balance at December 28, 2019$22
 $24
 $46
 Severance and Employee Benefit Costs 
Other Exit Costs(a)
 Total
Balance at December 31, 2016$99
 $10
 $109
Charges/(credits)(142) 13
 (129)
Cash payments(70) (7) (77)
Non-cash utilization137
 6
 143
Balance at December 30, 2017$24
 $22
 $46
(a) Other exit costs primarily consist of lease and contract terminations.
We expect that a substantial portion of the liability for severance and employee benefit costs as of December 30, 201728, 2019 to be paid in 2018.by the end of 2020. The liability for other exit costs primarily relates to lease obligations. The cash impact of these obligations will continue for the duration of the lease terms, which expire between 20192020 and 2026.
Restructuring Activities:Integration Program:
In additionAt the end of 2017, we had substantially completed our multi-year program announced following the 2015 Merger (the “Integration Program”), which was designed to our Integration Program in North America, we have a small number of other restructuring programs globally, which are focused primarily on workforce reduction and factory closure and consolidation. Related to these programs, approximately 600 employees left the Company in 2017. These programs resulted in expenses of $118 million in 2017, including $50 million of severance and employee benefit costs, $10 million of non-cash asset-related costs, $48 million of other implementationreduce costs and $10 million of other exit costs. Other restructuring program expenses totaled $125 millionintegrate and optimize our combined organization, primarily in 2016the U.S. and $194 million in 2015.

Our liability balance for restructuring project costs that qualify as exit and disposal costs under U.S. GAAP (i.e., severance and employee benefit costs and other exit costs), was (in millions):
 Severance and Employee Benefit Costs 
Other Exit Costs(a)
 Total
Balance at December 31, 2016$12
 $25
 $37
Charges/(credits)50
 10
 60
Cash payments(38) (9) (47)
Non-cash utilization(8) (1) (9)
Balance at December 30, 2017$16
 $25
 $41
(a) Other exit costs primarily consist of lease and contract terminations.Canada reportable segments.
We expect that a substantial portion of the liability for severance and employee benefitincurred pre-tax costs as of December 30, 2017 to be paid in 2018. The liability for other exit costs primarily relates to lease obligations. The cash impact of these obligations will continue for the duration of the lease terms, which expire between 2018 and 2026.
Total Integration and Restructuring:
Total expenses related to the Integration Program of $92 million in 2018 and $316 million in 2017. NaN such expenses were incurred in 2019.
Total Expenses:
Total expense/(income) related to restructuring activities, recorded in cost of products sold and SG&Aincluding the Integration Program, by income statement caption, were (in millions):
December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
December 28, 2019 December 29, 2018 December 30, 2017
Severance and employee benefit costs - COGS$(130) $53
 $119
$(3) $12
 $9
Severance and employee benefit costs - SG&A38
 104
 519
14
 32
 26
Severance and employee benefit costs - Other expense/(income)4
 6
 (149)
Asset-related costs - COGS190
 496
 186
29
 59
 191
Asset-related costs - SG&A28
 41
 7
8
 36
 26
Other costs - COGS264
 162
 99
22
 123
 264
Other costs - SG&A67
 156
 93
32
 35
 67
Other costs - Other expense/(income)2
 157
 
$457
 $1,012
 $1,023
$108
 $460
 $434


We do not include our restructuring activities, including the Integration Program, and restructuring expenses within Segment Adjusted EBITDA (as defined in Note 19, 22, Segment Reporting). The pre-tax impact of allocating such expenses to our segments would have been (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
United States$37
 $205
 $270
Canada18
 176
 34
EMEA16
 16
 56
Rest of World13
 25
 13
General corporate expenses24
 38
 61
 $108
 $460
 $434

 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
United States$292
 $759
 $790
Canada34
 45
 47
Europe54
 85
 142
Rest of World14
 6
 12
General corporate expenses63
 117
 32
 $457
 $1,012
 $1,023

Note 4.6. Restricted Cash
The following table provides a reconciliation of cash and cash equivalents, as reported on our consolidated balance sheets, to cash, cash equivalents, and restricted cash, as reported on our consolidated statements of cash flows (in millions):
 December 28, 2019 December 29, 2018
Cash and cash equivalents$2,279
 $1,130
Restricted cash included in other current assets1
 1
Restricted cash included in other non-current assets
 5
Cash, cash equivalents, and restricted cash$2,280
 $1,136

 December 30, 2017 December 31, 2016
Cash and cash equivalents$1,629
 $4,204
Restricted cash included in other assets (current)140
 42
Restricted cash included in other assets (noncurrent)
 9
Cash, cash equivalents, and restricted cash$1,769
 $4,255
Our restrictedAt December 28, 2019, cash primarily relates to withholding taxes on our common stock dividends to our only significant international shareholder, 3G Capital.and cash equivalents excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information.
Note 5.7. Inventories
Inventories consisted of the following (in millions):
 December 28, 2019 December 29, 2018
Packaging and ingredients$511
 $510
Work in process364
 343
Finished product1,846
 1,814
Inventories$2,721
 $2,667

 December 30, 2017 December 31, 2016
Packaging and ingredients$560
 $542
Work in process439
 388
Finished product1,816
 1,754
Inventories$2,815
 $2,684
At December 28, 2019 and December 29, 2018, inventories excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information.
Note 6.8. Property, Plant and Equipment
Property, plant and equipment consisted of the following (in millions):
 December 28, 2019 December 29, 2018
Land$210
 $218
Buildings and improvements2,447
 2,375
Equipment and other6,552
 5,904
Construction in progress1,033
 1,165
 10,242
 9,662
Accumulated depreciation(3,187) (2,584)
Property, plant and equipment, net$7,055
 $7,078

 December 30, 2017 December 31, 2016
Land$250
 $264
Buildings and improvements2,232
 1,884
Equipment and other5,364
 4,770
Construction in progress1,368
 1,600
 9,214
 8,518
Accumulated depreciation(2,094) (1,830)
Property, plant and equipment, net$7,120
 $6,688
At December 28, 2019 and December 29, 2018, property, plant and equipment, net, excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information. Depreciation expense was $708 million in 2019, $693 million in 2018, and $753 million in 2017.


Note 7.9. Goodwill and Intangible Assets
Goodwill:
Changes in the carrying amount of goodwill, by segment, were (in millions):
 United States Canada EMEA Rest of World Total
Balance at December 29, 2018$29,597
 $2,438
 $3,074
 $1,394
 $36,503
Impairment losses(118) 
 (292) (787) (1,197)
Acquisitions124
 
 6
 
 130
Translation adjustments and other(2) 106
 17
 (11) 110
Balance at December 28, 2019$29,601
 $2,544
 $2,805
 $596
 $35,546

 United States Canada Europe Rest of World Total
Balance at December 31, 2016$33,696
 $4,913
 $2,778
 $2,738
 $44,125
Translation adjustments and other4
 333
 281
 81
 699
Balance at December 30, 2017$33,700
 $5,246
 $3,059
 $2,819
 $44,824
In the first quarter of 2019, we completed the acquisition of Primal Nutrition. Additionally, at December 29, 2018, goodwill excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information related to this acquisition, as well as amounts held for sale.
We maintain 19 reporting units, 11 of which comprise our goodwill balance. These 11 reporting units had an aggregate carrying amount of $35.5 billion as of December 28, 2019. We test goodwillour reporting units for impairment at least annually inas of the first day of our second quarter, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
In connection with the preparation of the first quarter financial statements, which occurred concurrently with the preparation of the second quarter or whenfinancial statements due to the delay in the filing of our Annual Report on Form 10-K for the year ended December 29, 2018, we concluded that it was more likely than not that the fair values of 3 of our 19 reporting units (EMEA East, Brazil and Latin America Exports) were below their carrying amounts. The factors that led to this conclusion included: (i) changes in management structure which triggered the reorganization of the EMEA East and Latin America Exports reporting units in the first quarter; (ii) new management in certain of these reporting units coupled with the development of our five-year operating plan assumptions for each of these reporting units in the first quarter, which established revised expectations and priorities for the coming years in response to current market factors, such as lower revenue growth and margin expectations; (iii) increases in discount rates used to value reporting units in these regions due to expectations of increased risk in these emerging markets; and (iv) fluctuations in forecasted foreign exchange rates in certain countries.
We recognized a triggering event occurs. non-cash impairment loss of $620 million in SG&A in the first quarter of 2019 related to the 3 reporting units noted above that are contained within our EMEA and Rest of World segments. We determined the factors contributing to the impairment loss were the result of circumstances that arose during the first quarter of 2019.
We recognized a $286 million impairment loss in our EMEA East reporting unit within our EMEA segment. In the first quarter of 2019, we reorganized our reporting units to combine Russia, Poland, Middle East, and Distributors operations into the EMEA East reporting unit as a result of changing our management structure. Following this reorganization, we established a new management team in the region at the beginning of 2019 that developed a new five-year operating plan for the region, which established a revised downward outlook for net sales, margin, and cash flows in response to lower expectations for margin and revenue growth opportunities in the region. As a result of this planning process, management revised its expectations downward in relation to the anticipated long-term impact of white space growth opportunities in Middle East and Africa and the impact of discounter store growth in Russia. Additionally, there were declines in forecasted foreign exchange rates in the region. After the impairment, the goodwill carrying amount of the EMEA East reporting unit was approximately $144 million.
We recognized a $205 million impairment loss in our Brazil reporting unit within our Rest of World segment. During the first quarter, we observed lower than expected performance in launches of new products coupled with the de-listing of certain existing products as well as higher costs due to changes in our sourcing approach to support revenue growth plans. We developed a new five-year operating plan for the region in the first quarter of 2019, which produced a revised outlook for net sales and margins in contemplation of these events and after considering their potential long-term impacts. Additionally, there were declines in forecasted foreign exchange rates in the region. The impairment of the Brazil reporting unit represents all of the goodwill of that reporting unit.


We recognized a $129 million impairment loss in our Latin America Exports reporting unit within our Rest of World segment. In the first quarter of 2019, we reorganized our reporting units to combine Puerto Rico and our Other Latin America Exports business with Costa Rica, Panama, Colombia, Argentina, and Andinos operations (which were part of the previously fully impaired Other Latin America reporting unit and thus had previously been identified as having a fair value less than carrying amount) into the Latin America Exports reporting unit as a result of changing our management structure. We developed a new five-year operating plan for the region in the first quarter of 2019, which produced a revised downward outlook for net sales and margins and adjusted cash flow forecasts to reflect lower expectations in the market, higher costs associated with changes in our sourcing approach, and increased investments in the business to support growth in these emerging markets. After the impairment, the goodwill carrying amount of the Latin America Exports reporting unit was approximately $297 million.
We performed our 20172019 annual impairment test as of April 2, 2017. As a resultMarch 31, 2019, which is the first day of our 2017second quarter in 2019 (this was performed concurrently with the preparation of the first and second quarter 2019 financial statements due to the delay in the filing of our Annual Report on Form 10-K for the year ended December 29, 2018). We utilized the discounted cash flow method under the income approach to estimate the fair value of our reporting units. Through the performance of the 2019 annual impairment test, therewe identified an impairment related to the U.S. Refrigerated reporting unit. This impairment was noprimarily due to an increase in the discount rate assumption used for the fair value estimation. The increase in the discount rate was applied to reflect a market participants’ perceived risk in the valuation implied by the sustained reduction in our stock price and, hence, market capitalization (which decreased approximately 25% from December 29, 2018 to the March 31, 2019 annual impairment test date and sustained this decline through June 29, 2019). Since this valuation assumption change was made in connection with the annual impairment test in the second quarter of goodwill. Each2019 and was not indicative of events or conditions that would have constituted a triggering event during the first quarter of 2019, we recorded a non-cash impairment loss of $118 million in SG&A in the second quarter of 2019 within our United States segment. The goodwill carrying amount of this reporting unit was $7.0 billion after the impairment.
The goodwill carrying amounts associated with an additional 6 reporting units, which each had excess fair value over its carrying valueamount of at least 10% or less based on the results of our 2019 annual impairment assessment, were $18.6 billion for U.S. Grocery, $3.9 billion for U.S. Foodservice, $2.1 billion for Canada Retail, $370 million for Australia and New Zealand, $368 million for Canada Foodservice, and $83 million for Northeast Asia as of April 2, 2017.

Ourthe annual impairment test date. The goodwill balance consistscarrying amount associated with 1 additional reporting unit, which had excess fair value over its carrying amount between 10-20%, was $593 million for Continental Europe as of 18the annual impairment test date. The aggregate goodwill carrying amount of reporting units and had an aggregatewith fair value over carrying value of $44.8amount between 20-50% was $2.4 billion as of December 30, 2017. As a majoritythe annual impairment test date, and there were 0 reporting units with fair value over carrying amount in excess of our goodwill was recently recorded50%.
In the fourth quarter of 2019, in connection with the 2013 Merger and the 2015 Merger, representing fair values as of those merger dates, there was not a significant excess of fair values over carrying values as of April 2, 2017. We have a risk of future impairment to the extent that individual reporting unit performance does not meet our projections. Additionally, if our current assumptions and estimates, including projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates, and other market factors, are not met, or if valuation factors outsidepreparation of our control change unfavorably, the estimated fair value of our goodwill could be adversely affected, leading to a potential impairment in the future. No events occurred during the period ended December 30, 2017year-end financial statements, we determined that indicated it was more likely than not that the fair values of 3 of our 19 reporting units (Australia and New Zealand, Latin America Exports, and Northeast Asia) were below their carrying amounts. The factors that led to this determination included: (i) the completion of our fourth quarter 2019 results, which were below management’s expectations in these regions due to higher supply chain costs and reduced revenue growth; and (ii) new management of these reporting units coupled with the development and approval of our 2020 annual operating plan, which established revised expectations and priorities for the coming years in response to current market factors, such as lower revenue growth and margin expectations.
We recognized a non-cash impairment loss of $453 million in SG&A in the fourth quarter of 2019 related to two of the reporting units noted above that are contained within our Rest of World segment. We determined the factors contributing to the impairment loss were the result of circumstances described below that arose during the fourth quarter of 2019.
We recognized a $357 million non-cash impairment loss in our Australia and New Zealand reporting unit within our Rest of World segment. During the fourth quarter, we observed lower than expected revenue and profitability driven by increased operational costs, portfolio rationalization projects, declines in sales categories within Australia and New Zealand, and reduced market share realization for specific categories in New Zealand. Additionally, we established a new management team in the region that developed a 2020 annual operating plan, which set lower expectations for revenue growth and profit margins in the coming years in response to current market factors. The impairment of the Australia and New Zealand reporting unit represents all of the goodwill of that reporting unit.
We recognized a $96 million non-cash impairment loss in our Latin America Exports reporting unit within our Rest of World segment. During the fourth quarter, we observed lower than expected revenue and profitability due to higher supply chain costs along with less favorable expansion into new channels and loss of certain significant customers. Additionally, we established a new management team in the region that developed a 2020 annual operating plan, which set lower expectations for revenue growth and profit margins in the coming years in response to current market factors. After the impairment, the goodwill carrying amount of the Latin America Exports reporting unit was approximately $195 million.


We concluded that an impairment charge was not required for our Northeast Asia reporting unit since declines in expectations for 2020, which were partially offset by lower discount rates, were not substantial enough to cause the fair value of the reporting unit to be below its carrying amount. The goodwill carrying amount of the Northeast Asia reporting unit is approximately $83 million and the fair value is between 10-20% over carrying amount.
The decline in forecasted cash flows of Australia and New Zealand, Latin America Exports, and Northeast Asia were all partially offset by lower market driven discount rates that limited the declines in fair value. Should market interest rates increase in future periods, the likelihood for further impairment will rise.
During the third quarter of 2019, certain organizational changes were announced that will impact our future internal reporting and reportable segments. As a result of these changes, we plan to combine our EMEA, Latin America, and APAC zones to form the International zone. The International zone will be a reportable segment along with the United States and Canada in 2020. We also plan to move our Puerto Rico business from the Latin America zone to the United States zone to consolidate and streamline the management of our product categories and supply chain. These changes will be effective in the first quarter of 2020. As a result of the transition, we expect to perform impairment testing immediately before and after reorganizing our reporting unit structure. When we perform the transition impairment test associated with the reorganization in the first quarter of 2020, we anticipate that a substantial portion of the remaining goodwill carrying amounts for the Latin America Exports and Northeast Asia reporting units (with carrying amounts of $195 million and $83 million, respectively) may be subject to additional impairments.
As a result of our 2018 annual impairment test, we recognized a non-cash impairment loss of $133 million in SG&A related to our Australia and New Zealand reporting unit within our Rest of World segment in the second quarter of 2018. This impairment loss was primarily due to margin declines in the region.
For the fourth quarter of 2018, in connection with the preparation of our year-end financial statements, we assessed the changes in circumstances that occurred during the quarter to determine if it was more likely than not that the fair values of any reporting units were below their carrying amounts. As we determined that it was more likely than not that the fair values of 7 reporting units were below their carrying amounts, we performed an interim impairment test on these reporting units as of December 29, 2018. As a result of our interim test, we recognized a non-cash impairment loss of $6.9 billion in SG&A related to 5 reporting units, including U.S. Refrigerated, Canada Retail, Southeast Asia, Northeast Asia, and Other Latin America. The other 2 reporting units we tested were determined to not be impaired. There were no accumulatedSee Note 10, Goodwill and Intangible Assets, in our Annual Report on Form 10-K for the year ended December 29, 2018 for additional information on these impairment losses.
Accumulated impairment losses to goodwill were $8.2 billion at December 28, 2019.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax rates, discount rates, growth rates, and other market factors. If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, change, or if management’s expectations or plans otherwise change, including as a result of updates to our global five-year operating plan, then one or more of our reporting units might become impaired in the future. We are currently actively reviewing the enterprise strategy for the Company. As part of this strategic review, we expect to develop updates to the five-year operating plan in 2020, which could impact the allocation of investments among reporting units and impact growth expectations and fair value estimates. Additionally, as a result of this strategic review process, we could decide to divest certain non-strategic assets. As a result, the ongoing development of the enterprise strategy and underlying detailed business plans could lead to the impairment of one or more of our reporting units in the future.
Our reporting units that were impaired in 2018 and 2019 were written down to their respective fair values resulting in zero excess fair value over carrying amount as of December 30, 2017.the applicable impairment test dates. Accordingly, these and other individual reporting units that have 20% or less excess fair value over carrying amount as of their latest 2019 impairment testing date have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. Although the remaining reporting units have more than 20% excess fair value over carrying amount as of their latest 2019 impairment testing date, these amounts are also associated with the 2013 Heinz acquisition and the 2015 Merger and are recorded on the balance sheet at their estimated acquisition date fair values. Therefore, if any estimates, market factors, or assumptions, including those related to our enterprise strategy or business plans, change in the future, these amounts are also susceptible to impairments.


Indefinite-lived intangible assets:
Changes in the carrying amount of indefinite-lived intangible assets, which primarily consisted of trademarks, were (in millions):
Balance at December 29, 2018$43,966
Impairment losses(687)
Reclassified to assets held for sale(9)
Translation adjustments130
Balance at December 28, 2019$43,400

Balance at December 31, 2016$53,307
Translation adjustments397
Impairment losses on indefinite-lived intangible assets(49)
Balance at December 30, 2017$53,655
We testAt December 28, 2019 and December 29, 2018, indefinite-lived intangible assets excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information on amounts held for sale.
Our indefinite-lived intangible asset balance primarily consists of a number of individual brands, which had an aggregate carrying amount of $43.4 billion as of December 28, 2019. We test our brands for impairment at least annually inas of the first day of our second quarter, or whenmore frequently if events or circumstances indicate it is more likely than not that the fair value of a triggering event occurs. brand is less than its carrying amount.
We performed our 20172019 annual impairment test as of AprilMarch 31, 2019, which is the first day of our second quarter in 2019. As a result of our 2019 annual impairment test, we recognized a non-cash impairment loss of $474 million in SG&A in the second quarter of 2019 primarily related to 6 brands (Miracle Whip, Velveeta, Lunchables, Maxwell House, Philadelphia, and Cool Whip). This impairment loss was recorded in our United States segment, consistent with the ownership of the trademarks. The impairment for these brands was largely due to an increase in the discount rate assumptions used for the fair value estimations. The increase in the discount rate was applied to reflect a market participants’ perceived risk in the valuation implied by the sustained reduction in our stock price and, hence, market capitalization (which decreased approximately 25% from December 29, 2018 to the March 31, 2019 annual impairment test date and sustained this decline through June 29, 2019).
For Miracle Whip and Maxwell House, the reduction in fair value was also driven by lower expectations of near and long-term net sales growth that were adjusted in the second quarter of 2019 due to anticipated trends in consumer preferences. For Lunchables, the reduction in fair value was also due to lower forecasted net sales and royalty rate assumptions associated with lower profit margin expectations driven by pricing actions at certain customers. For Velveeta, Philadelphia,and Cool Whip, no assumption changes other than the discount rate had a meaningful impact on the estimated fair value of brands. Since these valuation assumption changes were made in connection with the annual impairment test in the second quarter of 2019 and were not indicative of events or conditions that would have constituted a triggering event during the first quarter of 2019, we recorded the non-cash impairment loss in the second quarter of 2019. These brands had an aggregate carrying value of $13.5 billion prior to this impairment and $13.0 billion after impairment.
The aggregate carrying amount associated with an additional 3 brands (Kraft, Planters, and ABC), which each had excess fair value over its carrying amount of 10% or less, was $13.4 billion as of the annual impairment test date. The aggregate carrying amount of an additional 3 brands (Oscar Mayer, Jet Puffed, and Quero), which each had fair value over its carrying amount of between 10-20%, was $3.6 billion as of the annual impairment test date. The aggregate carrying amount of brands with fair value over carrying amount between 20-50% was $4.2 billion, and the aggregate carrying amount of brands with fair value over carrying amount in excess of 50% was $9.3 billion as of the annual impairment test date.
In the fourth quarter of 2019, in connection with the preparation of our year-end financial statements, we determined that it was more likely than not that the fair values of 2 2017. of our brands, Maxwell House and Wattie’s, were below their carrying amounts. The factors that led us to the determination to test for impairment were the same fourth quarter considerations outlined in the goodwill impairment discussion above. As we determined that it was more likely than not that the fair values of these 2 brands were below their carrying amounts, we performed an interim impairment test on these brands as of December 28, 2019.
We recognized a non-cash impairment loss of $213 million in SG&A in our United States segment, consistent with the ownership of the Maxwell House trademark. The reduction in fair value of the Maxwell House trademark was driven by expectations of near-term net sales and profitability declines outlined in the 2020 annual operating plan in response to consumer shifts from mainstream coffee brands to premium coffee brands. These shifts in expectations were partially offset by declines in market driven discount rates observed in the fourth quarter of 2019. Should market interest rates increase in future periods, the likelihood for further impairment will increase. We determined the factors contributing to the impairment loss were the result of circumstances that arose during the fourth quarter of 2019. This brand had a carrying value of approximately $823 million after the recorded impairment.
The Wattie’s brand was determined to not be impaired. The carrying amount of the Wattie’s brand is approximately $94 million and the fair value is between 10-20% over the carrying amount.


As a result of our 2018 annual impairment test, we recognized a non-cash impairment loss of $101 million in SG&A in the second quarter of 2018. This impairment loss was due to net sales and margin declines related to the Quero brand in Brazil. The impairment loss was recorded in our Rest of World segment, consistent with the ownership of the trademark.
In the third quarter of 2018, we recognized a non-cash impairment loss of $215 million in SG&A related to the Smart Ones brand. This impairment loss was primarily due to reduced future investment expectations and continued sales declines in the third quarter of 2018. This impairment loss was recorded in our United States segment, consistent with the ownership of the trademark. We transferred the remaining carrying value of Smart Ones to definite-lived intangible assets.
For the fourth quarter of 2018, in connection with the preparation of our year-end financial statements, we assessed the changes in circumstances that occurred during the quarter to determine if it was more likely than not that the fair values of any brands were below their carrying amounts. As we determined that it was more likely than not that the fair values of 6 brands were below their carrying amounts, we performed an interim impairment test on these brands as of December 29, 2018. As a result of our interim test, we recognized a non-cash impairment loss of $8.6 billion in SG&A related to 5 brands, including 3 that were valued using the excess earnings method (Kraft, OscarMayer, and Philadelphia) and 2 that were valued using the relief from royalty method (Velveeta and ABC). The other brand we tested was determined to not be impaired. The impairment losses for Kraft, OscarMayer, Philadelphia, and Velveeta were recorded in our United States segment, and the ABC impairment loss was recorded in our Rest of World segment, consistent with the ownership of each trademark. See Note 10, Goodwill and Intangible Assets, in our Annual Report on Form 10-K for the year ended December 29, 2018 for additional information on these impairment losses.
As a result of our 2017 annual impairment test,testing, we recognized a non-cash impairment loss of $49 million in SG&A in the second quarter of 2017. This loss was due to continued declines in nutritional beverages in India. The loss was recorded in our EuropeEMEA segment as the related trademark is owned by ouran Italian subsidiary. Each of our other brands had excess
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value over its carrying value of at least 10% as of April 2, 2017.
Our indefinite-lived intangible assets primarily consist of a large number of individual brands and had an aggregate carrying value of $53.7 billion as of December 30, 2017. As a majority of our indefinite-lived intangible assets were recently recorded in connection with the 2013 Merger and the 2015 Merger, representing fair values as of those merger dates, there was not a significant excess of fair values over carrying values as of April 2, 2017. We have a risk of future impairmentrequires us to the extent individual brand performance does not meet our projections. Additionally, if our currentmake assumptions and estimates including projected revenuesregarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax considerations, discount rates, growth rates, terminal growthroyalty rates, competitive and consumer trends, market-based discount rates,contributory asset charges, and other market factors,factors. If current expectations of future growth rates and margins are not met, or if valuationmarket factors outside of our control, such as discount rates, change, unfavorably, the estimated fair values of our indefinite-lived intangible assets could be adversely affected, leading to potential impairments in the future. No events occurred during the period ended December 30, 2017 that indicated it was more likely than not that our indefinite-lived intangible assets were impaired.
There was no impairment of indefinite-lived intangible assetsor if management’s expectations or plans otherwise change, including as a result of updates to our 2016 testing. Inglobal five-year operating plan, then one or more of our brands might become impaired in the future. We are currently actively reviewing the enterprise strategy for the Company. As part of this strategic review, we expect to develop updates to the five-year operating plan in 2020, which could impact the allocation of investments among brands and impact growth expectations and fair value estimates. Additionally, as a result of this strategic review process, we could decide to divest certain non-strategic assets. As a result, the ongoing development of the enterprise strategy and underlying detailed business plans could lead to the impairment of one or more of our brands in the future.
Our brands that were impaired in 2018 and 2019 were written down to their respective fair values resulting in zero excess fair value over carrying amount as of the applicable impairment test dates. Accordingly, these and other individual brands that have 20% or less excess fair value over carrying amount as of their latest 2019 impairment testing date have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. Although the remaining brands have more than 20% excess fair value over carrying amount as of their latest 2019 impairment testing date, these amounts are also associated with the 2013 Heinz acquisition and the 2015 we recognized non-cash impairment losses of $58 million in SG&A, primarilyMerger and are recorded on the balance sheet at their estimated acquisition date fair values. Therefore, if any estimates, market factors, or assumptions, including those related to declines within frozen soupour enterprise strategy or business plans, change in the United States, frozen meals and snacks primarily in the United Kingdom, and pasta sauce in the United States and Canada.future, these amounts are also susceptible to impairments.
Definite-lived intangible assets:
Definite-lived intangible assets were (in millions):
December 30, 2017 December 31, 2016December 28, 2019 December 29, 2018
Gross 
Accumulated
Amortization
 Net Gross 
Accumulated
Amortization
 NetGross 
Accumulated
Amortization
 Net Gross 
Accumulated
Amortization
 Net
Trademarks$2,386
 $(288) $2,098
 $2,337
 $(172) $2,165
$2,443
 $(469) $1,974
 $2,474
 $(402) $2,072
Customer-related assets4,231
 (544) 3,687
 4,184
 (369) 3,815
4,113
 (845) 3,268
 4,097
 (681) 3,416
Other14
 (5) 9
 13
 (3) 10
14
 (4) 10
 18
 (4) 14
$6,631
 $(837) $5,794
 $6,534
 $(544) $5,990
$6,570
 $(1,318) $5,252
 $6,589
 $(1,087) $5,502



Amortization expense for definite-lived intangible assets was $279$286 million in 2017, $2682019, $290 million in 2016,2018, and $178$278 million in 2015.2017. Aside from amortization expense, the changes in definite-lived intangible assets from December 31, 201629, 2018 to December 30, 201728, 2019 primarily reflect the impactadditions of $66 million related to purchase accounting for Primal Nutrition, impairment losses of $15 million, and foreign currency. At December 28, 2019 and December 29, 2018, definite-lived intangible assets excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information related to our acquisition of Primal Nutrition, as well as amounts held for sale.
We estimate that amortization expense related to definite-lived intangible assets will be approximately $272$277 million for the next twelve monthsin 2020 and approximately $270$277 million forin each of the four years thereafter.

Note 8.10. Income Taxes
U.S. Tax Reform:
On December 22, 2017, the Tax Cuts and Jobs Act (“U.S. Tax Reform”)Reform legislation was enacted by the U.S. federal government. The legislation significantly changed U.S. tax lawlaws by, among other things, lowering the federal corporate tax rate from 35.0% to 21.0%, effective January 1, 2018 implementing a territorial tax system, and imposing a one-time toll charge on deemed repatriated earnings of foreign subsidiaries as of December 30, 2017. In addition, there arewere many new provisions, including changes to bonus depreciation, the deductionrevised deductions for executive compensation and interest expense, a tax on global intangible low-taxed income provisions (“GILTI”), the base erosion anti-abuse tax (“BEAT”), and a deduction for foreign-derived intangible income (“FDII”). The two material items that impacted us in 2017 were the corporate tax rate reduction and the one-time toll charge. While the corporate tax rate reduction iswas effective January 1, 2018, we accounted for this anticipated rate change in 2017, the period of enactment.
The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”issued by the Securities and Exchange Commission (the “SEC”), which provides in December 2017 provided us with up to one year to finalize accounting for the impacts of U.S. Tax Reform. WhenReform and allowed for provisional estimates when actual amounts could not be determined. As of December 30, 2017, we had made estimates of our deferred income tax benefit related to the initial accounting for U.S Tax Reform impacts is incomplete, we may include provisional amounts when reasonable estimates can be made or continue to apply the prior tax law if a reasonable estimate cannot be made. We have estimated the provisional tax impacts related tocorporate rate change, the toll charge, certain components of the revaluation of deferred tax assets and liabilities, including depreciation and executive compensation, and the change in our indefinite reinvestment assertion. As a result, we recognized a net tax benefit of approximately $7.0 billion, including a reasonable estimate of our deferred income tax benefit of approximately $7.5 billion related to the corporate rate change, which was partially offset by a reasonable estimate of $312 million for the toll charge and approximately $125 million for other tax expenses, including a change in our indefinite reinvestment assertion. We have elected to account for the tax on GILTI as a period cost and thus have not adjusted any of the deferred tax assets and liabilities of our foreign subsidiaries for U.S. Tax Reform. The ultimate impact may differ from these provisional amounts due to gathering additional information to more precisely compute the amount of tax, changes in interpretations and assumptions, additional regulatory guidance that may be issued, and actions we may take. We expect to finalize accounting for the impacts of U.S. Tax Reform when the 2017 U.S. corporate income tax return is filed in 2018.
In connection with U.S. Tax Reform, we have also reassessed our international investment assertionsassertion and no longer consider the historic earnings of our foreign subsidiaries as of December 30, 2017 to be indefinitely reinvested. We have made a reasonablean estimate of local country withholding taxes that would be owed when our historic earnings are distributed. Additionally, we elected to account for the tax on GILTI as a period cost and thus did not adjust any of the deferred tax assets and liabilities of our foreign subsidiaries for U.S. Tax Reform.
As of December 29, 2018, we had finalized our accounting for U.S. Tax Reform. The final impact (the majority of which was recorded in 2017, the period of enactment) was a result,net tax benefit of approximately $7.1 billion, including a deferred tax benefit of approximately $7.5 billion related to the corporate rate change, partially offset by tax expense of $224 million related to the toll charge and $120 million for other tax expenses, including the deferred tax liability recorded for changing our indefinite reinvestment assertion.
As of December 28, 2019, we have recorded a deferred income taxestax liability of $96$20 million on approximately $300 million of historic earnings related to local withholding taxes that will be owed when this cash is distributed. As of December 29, 2018, we had recorded a deferred tax liability of $78 million on $1.2 billion of historic earnings. The decreases in our deferred tax liability and historic earnings are primarily due to repatriation. Related to these distributions, we reduced our historic earnings by approximately $700 million and recorded tax expenses of approximately $40 million and reduced the deferred tax liability accordingly. Additionally, we reduced our historic earnings by approximately $110 million following the ratification of the U.S. tax treaty with Spain which eliminated withholding tax on Spanish distributions and resulted in a tax benefit of approximately $11 million and a corresponding decrease in our deferred tax liability. Finally, we reduced our historic earnings by approximately $30 million related to a held for sale business in our Rest of World segment, which resulted in a tax benefit of approximately $6 million.
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. For those undistributed earnings considered to be indefinitely reinvested, our intent is to reinvest these funds in our international operations, and our current plans do not demonstrate a need to repatriate the accumulated earnings to fund our U.S. cash requirements. The amount of unrecognized deferred tax liabilities for local country withholding taxes that would be owed related to our 2018 and 2019 earnings of certain international subsidiaries is approximately $70 million.


Provision for/(Benefit from) Income Taxes:
Income/(loss) before income taxes and the provision for/(benefit from) income taxes, consisted of the following (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
Income/(loss) before income taxes:     
United States$796
 $(10,305) $3,811
International1,865
 (1,016) 1,639
Total$2,661
 $(11,321) $5,450
      
Provision for/(benefit from) income taxes:     
Current:     
U.S. federal$466
 $444
 $765
U.S. state and local116
 134
 (47)
International439
 322
 295
 1,021
 900
 1,013
Deferred:     
U.S. federal(209) (1,843) (6,590)
U.S. state and local(7) (121) 97
International(77) (3) (2)
 (293) (1,967) (6,495)
Total provision for/(benefit from) income taxes$728
 $(1,067) $(5,482)

 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Income/(loss) before income taxes:     
United States$3,876
 $3,358
 $(13)
International1,654
 1,665
 1,026
Total$5,530
 $5,023
 $1,013
      
Provision for/(benefit from) income taxes:     
Current:     
U.S. federal$757
 $1,095
 $427
U.S. state and local(46) 76
 22
International296
 239
 234
 1,007
 1,410
 683
Deferred:     
U.S. federal(6,570) 31
 (173)
U.S. state and local101
 (60) (70)
International2
 
 (74)
 (6,467) (29) (317)
Total provision for/(benefit from) income taxes$(5,460) $1,381
 $366

Tax benefits related to the exercise of stock options and other equity instruments recorded directly to additional paid-in capital totaled $30 million in 2016 and $10 million in 2015. In the first quarter of 2017, we prospectively adopted ASU 2016-09. We now record tax benefits related to the exercise of stock options and other equity instruments within our tax provision, rather than within equity. Accordingly, we recognized a tax benefit in our statements of income of $12 million in 2019, $12 million in 2018, and $22 million within ourin 2017 statement of income related to tax benefits upon the exercise of stock options and other equity instruments.
Effective Tax Rate:
The effective tax rate on income/(loss) before income taxes differed from the U.S. federal statutory tax rate for the following reasons:
 December 28, 2019 December 29, 2018 December 30, 2017
U.S. federal statutory tax rate21.0 % 21.0 % 35.0 %
Tax on income of foreign subsidiaries(7.5)% 3.4 % (4.8)%
Domestic manufacturing deduction %  % (1.5)%
U.S. state and local income taxes, net of federal tax benefit1.1 % 1.6 % 1.1 %
Audit settlements and changes in uncertain tax positions1.3 % (0.3)% (0.2)%
U.S. Tax Reform discrete income tax benefit % 0.5 % (129.0)%
Global intangible low-taxed income1.8 % (0.5)%  %
Goodwill impairment9.3 % (15.1)%  %
Wind-up of non-U.S. pension plans % (0.4)%  %
Losses/(gains) related to acquisitions and divestitures1.0 % 0.1 %  %
Movement of valuation allowance reserves1.3 %  %  %
Other(1.9)% (0.9)% (1.2)%
Effective tax rate27.4 % 9.4 % (100.6)%
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
U.S. federal statutory tax rate35.0 % 35.0 % 35.0 %
Increase/(decrease) resulting from:     
Tax on income of foreign subsidiaries(4.7)% (3.6)% (11.8)%
Domestic manufacturing deduction(1.5)% (1.9)% (2.9)%
U.S. state and local income taxes, net of federal tax benefit1.1 % 0.8 % (0.6)%
Earnings repatriation0.4 % 0.4 % 21.9 %
Tax exempt income(0.7)% (3.3)% (10.9)%
Deferred tax effect of statutory tax rate changes0.3 % (2.0)% (10.4)%
Audit settlements and changes in uncertain tax positions(0.1)% 1.8 % 6.2 %
Venezuela nondeductible devaluation loss % 0.2 % 9.9 %
Impact of U.S. Tax Reform(127.3)%  %  %
Other(1.2)% 0.1 % (0.2)%
Effective tax rate(98.7)% 27.5 % 36.2 %

The provision for income taxes consists of provisions for federal, state, and foreign income taxes. We operate in an international environment; accordingly, the consolidated effective tax rate is a composite rate reflecting the earnings in various locations and the applicable tax rates. Additionally, the calculation of the percentage point impact of U.S. Tax Reform, domestic manufacturing deductions, tax exempt income, uncertain tax positionsgoodwill impairment, and other items on the effective tax rate shown in the table above are affected by income/(loss) before income taxes. Fluctuations in the amount of income generated across locations around the world could impact comparability of reconciling items between periods.
The tax provision for the 2017 tax year benefited from U.S. Tax Reform enacted on December 22, 2017. The related income tax benefit of 127.3% in 2017 primarily reflects adjustments to our deferred tax positions for the lower federal income tax rate, partially offset by our provision for the one-time toll charge.
Due to the 2015 Merger, the tax provision for 2016 reflected a much greater percentage of U.S. income, which unfavorably impacted the effective tax rate compared to 2015. The tax provision for the 2015 tax year benefited from a favorable jurisdictional income mix and from impairment losses recorded in the U.S.
The 2016 and 2015 tax years included a benefit related to the tax effect of statutory tax rate changes. Small Additionally, small movements in tax rates due to a change in tax law or a change in tax rates that causes us to revalue our deferred tax balances produces volatility in our effective tax rate. In addition:


The 20162019 effective tax rate was higher primarily driven by lower non-deductible goodwill impairments, partially offset by a more favorable geographic mix of pre-tax income in various non-U.S. jurisdictions and a decrease in unfavorable rate reconciling items. Current year unfavorable impacts primarily related to non-deductible goodwill impairments, the impact of the federal tax on GILTI, an increase in uncertain tax position reserves, the establishment of certain state valuation allowance reserves, and the tax impacts from the Heinz India and Canada Natural Cheese Transactions. These impacts were partially offset by the reversal of certain withholding tax obligations and changes in estimates of certain 2018 U.S. income and deductions. In the prior year, we had an unfavorable impact from rate reconciling items, primarily related to non-deductible goodwill impairments, the revaluation of our deferred tax balances due to changes in state tax laws, non-deductible currency devaluation losses, and the wind-up of non-U.S. pension plans, which were partially offset by changes in estimates of certain 2017 U.S. income and deductions.
The 2018 effective tax rate was lower, primarily due to a decrease in the U.S. federal statutory rate, non-deductible items (including goodwill impairments, nonmonetary currency devaluation losses, and the wind-up of non-U.S. pension plans), the impact of the federal tax on GILTI, and the revaluation of our deferred tax balances due to changes in state tax laws following U.S. Tax Reform, which were partially offset by the benefit from intangible asset impairment losses in the fourth quarter of 2018. See Note 9, Goodwill and Intangible Assets, for additional information related to our impairment losses in the fourth quarter of 2018.
The tax provision for the 2017 tax year included abenefited from U.S. Tax Reform enacted on December 22, 2017. The related income tax benefit relatedof 129.0% in 2017 primarily reflects adjustments to our deferred tax positions for the impact on deferred taxes of a 10 basis point reduction in the statelower federal income tax rate, partially offset by our provision for the one-time toll charge.
Deferred Income Tax Assets and a 100 basis point statutory rate reduction in the United Kingdom.
The 2015 tax year included a benefit related to the impact on deferred taxes of a 200 basis point statutory rate reduction in the United Kingdom.

Liabilities:
The tax effects of temporary differences and carryforwards that gave rise to deferred income tax assets and liabilities consisted of the following (in millions):
 December 28, 2019 December 29, 2018
Deferred income tax liabilities:   
Intangible assets, net$11,230
 $11,571
Property, plant and equipment, net773
 735
Other252
 410
Deferred income tax liabilities12,255
 12,716
Deferred income tax assets:   
Benefit plans(112) (172)
Other(474) (470)
Deferred income tax assets(586) (642)
Valuation allowance112
 81
Net deferred income tax liabilities$11,781
 $12,155

 December 30, 2017 December 31, 2016
Deferred income tax liabilities:   
Intangible assets, net$13,637
 $20,946
Property, plant and equipment, net641
 1,035
Other293
 532
Deferred income tax liabilities14,571
 22,513
Deferred income tax assets:   
Benefit plans(212) (1,025)
Other(428) (782)
Deferred income tax assets(640) (1,807)
Valuation allowance80
 89
Net deferred income tax liabilities$14,011
 $20,795
At December 28, 2019 and December 29, 2018, deferred income tax liabilities excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information.
The $9 million decrease in our valuation allowancedeferred tax liabilities from December 29, 2018 to December 28, 2019 was primarily driven by intangible asset impairment losses recorded in 2017 reflects the impact of releasing valuation allowances2019. See Note 9, Goodwill and Intangible Assets, for foreign net operating losses and foreign tax credits that we anticipate being able to utilize.additional information.
At December 30, 2017,28, 2019, foreign operating loss carryforwards totaled $336$364 million. Of that amount, $41$35 million expire between 20182020 and 2037;2039; the other $295$329 million do not expire. We have recorded $84$104 million of deferred tax assets related to these foreign operating loss carryforwards. Additionally, we have foreign operating loss carryforwards of $1.0 billion for which the realization of a tax benefit is considered remote and, as a result, we have recorded a full valuation allowance for the tax benefits. However, due to the remote likelihood of utilizing these losses, neither the deferred tax asset nor the offsetting valuation allowance has been presented in the table above. Deferred tax assets of $39$73 million have been recorded for U.S. state and local operating loss carryforwards. These losses expire between 2018 and 2037.
Deferred tax assets of $7 million have been recorded for U.S. foreign tax credit carryforwards. These credit carryforwards expire between 2020 and 2025.2039.
Uncertain Tax Positions:
At December 30, 2017,28, 2019, our unrecognized tax benefits for uncertain tax positions were $408$406 million. If we had recognized all of these benefits, the impact on our effective tax rate would have been $316$369 million. It is reasonably possible that our unrecognized tax benefits will decrease by as much as $105$24 million in the next 12 months primarily due to the progression of federal, state, and foreign audits in process. Our unrecognized tax benefits for uncertain tax positions are included in income taxes payable (current liabilities) and other non-current liabilities (long-term) on our consolidated balance sheets.


The changes in our unrecognized tax benefits were (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
Balance at the beginning of the period$387
 $408
 $389
Increases for tax positions of prior years28
 9
 2
Decreases for tax positions of prior years(39) (81) (35)
Increases based on tax positions related to the current year60
 74
 135
Decreases due to settlements with taxing authorities(20) (3) (59)
Decreases due to lapse of statute of limitations(10) (10) (24)
Reclassified to liabilities held for sale
 (10) 
Balance at the end of the period$406
 $387
 $408
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Balance at the beginning of the period$389
 $353
 $71
Increases for tax positions of prior years2
 59
 25
Decreases for tax positions of prior years(35) (18) (9)
Increases based on tax positions related to the current year135
 62
 33
Increases due to acquisitions of businesses
 
 242
Decreases due to settlements with taxing authorities(59) (62) 
Decreases due to lapse of statute of limitations(24) (5) (9)
Balance at the end of the period$408
 $389
 $353

Our unrecognized tax benefits increased during 20172019 mainly as a result of evaluatinga net increase for tax positions taken or expectedrelated to be taken on ourthe current and prior years in the U.S. and certain state and foreign jurisdictions which were partially offset by decreases related to audit settlements with federal, state, and foreign incometaxing authorities and statute of limitations expirations. Our unrecognized tax returns. This increase was partially offset primarilybenefits decreased during 2018 mainly as a result of audit settlements with federal, state, and foreign taxing authorities and statute of limitations expirations.
In the third quarter of 2016, we reached an agreement with the IRS resolving all Kraft open matters related to the audits of taxable years 2012 through 2014. This settlement reduced our reserves for uncertain tax positions and resulted in a non-cash tax benefit of $42 million.

The gross unrecognized tax balance increased substantially for the year ended January 3, 2016 as a result of the 2015 Merger purchase accounting.
We include interest and penalties related to uncertain tax positions in our tax provision. Our provision for/(benefit from) income taxes included a $5 million expense in 2018 and a $24 million benefit in 2017 $8 million expense in 2016, and $18 million expense in 2015 related to interest and penalties. The expense related to interest and penalties in 2019 was insignificant. Accrued interest and penalties were $57$62 million as of December 30, 201728, 2019 and $81 million as of December 31, 2016.29, 2018.
Other Income Tax Matters:
In the normal course of business, we are subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, Italy, the Netherlands, the United Kingdom, and the United States. WeAs of December 28, 2019, we have substantially concluded all national income tax matters through 20152016 for the Netherlands, through 20142015 for the United States, through 2014 for Australia, through 2012 for the United Kingdom, through 2011 for Australia, and through 20102011 for Canada and Italy. We have substantially concluded all state income tax matters through 2007.
We have a tax sharing agreement with Mondelēz International, Inc. (“Mondelēz International”), which generally provides that (i) we are liable for U.S. state income taxes and Canadian federal and provincial income taxes for Kraft periods prior to October 1, 2012 and (ii) Mondelēz International is responsible for U.S. federal income taxes and substantially all non-U.S. income taxes, excluding Canadian income taxes, for Kraft periods prior to October 1, 2012.
Kraft's U.S. operations were included in Mondelēz International's U.S. federal consolidated income tax returns for tax periods through October 1, 2012. In December 2016, Mondelēz International reached a final resolution on a U.S. federal income tax audit of the 2010-2012 tax years. As noted above, we are indemnified for U.S. federal income taxes related to these periods.
Note 9.11. Employees’ Stock Incentive Plans
We grant equity awards, including stock options, restricted stock units (“RSUs”), and performance share units (“PSUs”), to select employees to provide long-term performance incentives to our employees.
Stock Incentive Plans
We issued equity-basedhad activity related to equity awards from the following plans in 2017, 2016,2019, 2018, and 2015:2017:
2016 Omnibus Incentive Plan:
In April 2016, our Board of Directors approved the 2016 Omnibus Incentive Plan (“2016 Omnibus Plan”), which authorized grants of options, stock appreciation rights, restricted stock units (“RSUs”),RSUs, deferred stock, performance awards, investment rights, other stock-based awards, and cash-based awards. This plan authorizes the issuance of up to 18 million shares of our common stock. We grant non-qualified stock optionsEquity awards granted under the 2016 Omnibus Plan prior to select employees with2019 generally have a five-year cliff vesting. Suchvest period. Equity awards granted under the 2016 Omnibus Plan in 2019 include three-year and five-year cliff vest periods as well as awards that become exercisable in annual installments over three to four years beginning on the second anniversary of the original grant date. Non-qualified stock options have a maximum exercise term of 10 years. Equity awards granted under the 2016 Omnibus Plan since inception include non-qualified stock options, RSUs, and PSUs.
2013 Omnibus Incentive Plan:
In October 2013, our BoardPrior to approval of Directors adoptedthe 2016 Omnibus Plan, we issued non-qualified stock options to select employees under the 2013 Omnibus Incentive Plan (“2013 Omnibus Plan”), which authorized the issuance of shares of capital stock. Each Heinz stock option that was outstanding under the 2013 Omnibus Plan immediately prior to the completion. As a result of the 2015 Merger, each outstanding Heinz stock option was converted into 0.443332 of a Kraft Heinz stock option. Following this conversion, the 2013 Omnibus Plan authorized the issuance of up to 17,555,947 shares of our common stock. All HeinzNon-qualified stock option amounts have been retrospectively adjusted for the Successor periods presented to give effect to this conversion. We grant non-qualified stock options awarded under the 2013 Omnibus Plan to select employees withhave a five-year cliff vesting. Such options havevest period and a maximum exercise term of 10 years. If a participant is involuntarily terminated without cause, 20% of theirThese non-qualified stock options will continue to vest on an accelerated basis, for each full yearand become exercisable in accordance with the terms and conditions of service after the grant date.2013 Omnibus Plan and the relevant award agreements.


Kraft 2012 Performance Incentive Plan:
Prior to the 2015 Merger, Kraft issued equity-based awards, including stock options and RSUs, under its 2012 Performance Incentive Plan. As a result of the 2015 Merger, each outstanding Kraft stock option was converted into an option to purchase a number of shares of our common stock based upon an option adjustment ratio, and each outstanding Kraft RSU was converted into one1 Kraft Heinz RSU. These Kraft Heinz stockequity awards will continue to vest and become exercisable in accordance with the terms and conditions that were applicable immediately prior to the completion of the 2015 Merger. These options generally become exercisable in three3 annual installments beginning on the first anniversary of the original grant date, and have a maximum exercise term of 10 years. RSUs generally cliff vest on the third anniversary of the original grant date. In accordance with the terms of the 2012 Performance Incentive Plan, vesting generally accelerates for holders of Kraft awards who are terminated without cause within two2 years of the 2015 Merger Date.
In addition, prior to the 2015 Merger, Kraft issued performance basedperformance-based, long-term incentive awards (“Performance Shares”), which vested based on varying performance, market, and service conditions. In connection with the 2015 Merger, all outstanding Performance Shares were converted into cash awards, payable in two2 installments: (i) a 2015 pro-rata payment based upon the portion of the Performance Share cycle completed prior to the 2015 Merger and (ii) the remaining value of the award to be paid on the earlier of the first anniversary of the closing of the 2015 Merger and a participant's termination without cause.

Stock Options
We use the Black-Scholes model to estimate the fair value of stock option grants. We used the Hull-White II Lattice (“Lattice”) model to estimate the fair value of Kraft converted stock options. We believe the Lattice model provided an appropriate estimate of fair value of Kraft converted options as it took into account each option’s distinct in-the-money level and remaining terms. The grant date fair value of options is amortized to expense over the vesting period.
Our weighted average Black-Scholes fair value assumptions were:
 December 28, 2019 December 29, 2018 December 30, 2017
Risk-free interest rate1.46% 2.75% 2.25%
Expected term6.5 years
 7.5 years
 7.5 years
Expected volatility31.2% 21.3% 19.6%
Expected dividend yield5.3% 3.6% 2.8%
Weighted average grant date fair value per share$4.11
 $10.26
 $14.24
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Risk-free interest rate2.25% 1.63% 1.70%
Expected term7.5 years
 7.5 years
 6.3 years
Expected volatility19.6% 22.0% 22.9%
Expected dividend yield2.8% 3.1% 1.5%
Weighted average grant date fair value per share$14.24
 $12.48
 $9.60

The risk-free interest rate represented the constant maturity U.S. Treasury rate in effect at the grant date, with a remaining term equal to the expected life of the options. The expected life is the period over which our employees are expected to hold their options. Due to the lack of historical data, for 2017 and 2016, we calculated expected life using the Safe Harbor method, which uses the weighted average vesting period and the contractual term of the options. In 2015, the2019 and 2018, we estimated volatility using a blended volatility approach of term-matched historical volatility from our daily stock prices and weighted average expected life of options was based on consideration of historical exercise patterns adjusted for changes in the contractual term and exercise periods of the awards.implied volatility. In 2017, and 2016,we estimated volatility was estimated using a blended approach of implied volatility and peer volatility. PeerWe calculated peer volatility was calculated as the average of the term-matched, leverage-adjusted historical volatilities of Colgate-Palmolive Co., The Coca-Cola Company, Mondelēz International, Altria Group, Inc., PepsiCo, Inc., and Unilever plc. In 2015, volatility wasWe estimated based on a review of the equity volatilities of publicly-traded peer companies for a period commensurate with the expected life of the options. In 2017 and 2016, the expected dividend yield was estimated using the quarterly dividend divided by the three-month average stock price, annualized and continuously compounded. In 2015, dividend yield was estimated over the expected life of the options based on our stated dividend policy.
Our Lattice model fair value assumptions for the Kraft converted options were:
 January 3,
2016
(53 weeks)
Risk-free interest rate1.72%
Expected volatility20.10%
Expected dividend yield3.00%
Weighted average fair value on conversion date$35.65
The risk-free interest rate represented the constant maturity U.S. Treasury rate in effect at the conversion date, with a remaining term equal to the expected life of the options. The expected volatility was calculated as the average leverage-adjusted historical volatility of several peer companies, matched to the remaining term of each option. Dividend yield was estimated based on our stated dividend policy and conversion date stock price.
Our stock option activity and related information was:
 Number of Stock Options Weighted Average Exercise Price
(per share)
 Aggregate Intrinsic Value
(in millions)
 Average Remaining Contractual Term
Outstanding at December 29, 201818,259,965
 $44.64
    
Granted1,880,648
 25.41
    
Forfeited(1,771,653) 66.89
    
Exercised(730,460) 23.81
    
Outstanding at December 28, 201917,638,500
 41.22
 $42
 4 years
Exercisable at December 28, 201911,539,568
 33.89
 51
 3 years

 Number of Stock Options Weighted Average Exercise Price
(per share)
 Aggregate Intrinsic Value
(in millions)
 Average Remaining Contractual Term
Outstanding at December 31, 201620,560,140
 $37.39
    
Granted1,579,040
 88.98
    
Forfeited(661,762) 52.50
    
Exercised(2,187,854) 32.73
    
Outstanding at December 30, 201719,289,564
 41.63
 716
 6 years
Exercisable at December 30, 20177,462,422
 38.78
 291
 5 years

The aggregate intrinsic value of stock options exercised during the period was $10 million in 2019,$67 million in 2018, and $124 million in 2017 $186 million in 2016, and $21 million in 2015..
Cash received from options exercised was $17 million in 2019, $56 million in 2018, and $66 million in 2017, $140 million in 2016, and $29 million in 2015.2017. The tax benefit realized from stock options exercised was $18 million in 2019, $23 million in 2018, and $44 million in 2017, $68 million in 2016, and $12 million in 2015.2017.


Our unvested stock options and related information was:
 Number of Stock Options Weighted Average Grant Date Fair Value
(per share)
Unvested options at December 29, 20187,767,917
 $10.16
Granted1,880,648
 4.11
Vested(2,140,396) 7.12
Forfeited(1,409,237) 11.51
Unvested options at December 28, 20196,098,932
 9.04
 Number of Stock Options Weighted Average Grant Date Fair Value
(per share)
Unvested options at December 31, 201611,899,949
 $8.26
Granted1,579,040
 14.24
Vested(1,001,730) 15.09
Forfeited(650,117) 9.89
Unvested options at December 30, 201711,827,142
 8.36

Restricted Stock Units
Restricted stock unitsRSUs represent a right to receive one1 share or the value of one share upon the terms and conditions set forth in the plan and the applicable award agreement. Our RSUs include performance share units (“PSUs”) that are subject to achievement or satisfaction of performance conditions specified by the Compensation Committee of our Board of Directors.
We used the stock price on the grant date to estimate the fair value of our RSUs. Certain of our RSUs and PSUs. Additionally,are not dividend-eligible. We discounted the fair value of our PSUs is discountedthese RSUs based on the dividend yield. Dividend yield as they are notwas estimated using the quarterly dividend eligible duringdivided by the vesting period.three-month average stock price, annualized and continuously compounded. The grant date fair value of RSUs and PSUs is amortized to expense over the vesting period.
The weighted average grant date fair value per share of our RSUs and PSUs granted during the year was $85.03$25.77 in 2017, $77.532019, $58.59 in 2016,2018, and $26.24$91.25 in 2015. In 2017, our2017. Our expected dividend yield was 2.7%.5.39% in 2019 and 3.31% in 2018. All RSUs granted in 2017 were dividend-eligible.
Our RSU activity and related information was:
 Number of Units 
Weighted Average Grant Date Fair Value
(per share)
Outstanding at December 29, 20182,338,958
 $68.49
Granted8,091,999
 25.77
Forfeited(959,485) 50.16
Vested(75,563) 76.38
Outstanding at December 28, 20199,395,909
 33.51

The aggregate fair value of RSUs that vested during the period was $2 million in 2019, $9 million in 2018, and $12 million in 2017.
Performance Share Units
PSUs represent a right to receive 1 share or the value of one share upon the terms and conditions set forth in the plan and the applicable award agreement and are subject to achievement or satisfaction of performance or market conditions specified by the Compensation Committee of our Board of Directors.
For our PSUs that are tied to performance conditions, we used the stock price on the grant date to estimate the fair value. The PSUs are not dividend-eligible; therefore, we discounted the fair value of the PSUs based on the dividend yield. Dividend yield was estimated using the quarterly dividend divided by the three-month average stock price, annualized and continuously compounded. There were noThe grant date fair value of PSUs is amortized to expense on a straight-line basis over the requisite service period for each separately vesting portion of the awards. We adjust the expense based on the likelihood of future achievement of performance metrics.
In 2019, in addition to the performance-based PSUs granted, we granted PSUs to our Chief Executive Officer that are tied to market-based conditions. The grant date fair value of these PSUs was determined based on a Monte Carlo simulation model. A discount was applied to the Monte Carlo valuation to reflect the lack of marketability during a mandatory post-vest holding period of three years. The related compensation expense is recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided. The number of PSUs that ultimately vest is based on achievement of the market-based components.


The weighted average grant date fair value per share of our PSUs granted during the year was $25.31 in 2016 or 2015; therefore there was no2019, $56.31 in 2018, and $79.85 in 2017. Our expected dividend yield for these periods.was 5.39% in 2019, 3.31% in 2018, and 2.73% in 2017.
Our RSUPSU activity and related information was:
 Number of Units 
Weighted Average Grant Date Fair Value
(per share)
Outstanding at December 29, 20183,252,056
 $59.24
Granted4,832,626
 25.31
Forfeited(1,271,023) 54.67
Outstanding at December 28, 20196,813,659
 36.03
 Number of Units 
Weighted Average Grant Date Fair Value
(per share)
Outstanding at December 31, 2016806,744
 $71.95
Granted1,686,254
 85.03
Forfeited(251,604) 83.00
Vested(141,749) 73.01
Outstanding at December 30, 20172,099,645
 81.05
The aggregate fair value of RSUs that vested during the period was $12 million in 2017, $40 million in 2016, and $76 million in 2015.
Total Equity Awards
The compensation cost related to equity awards was primarily recognized in general corporate expenses within SG&A. Equity award compensation cost and the related tax benefit was (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
Pre-tax compensation cost$46
 $33
 $46
Related tax benefit(9) (7) (14)
After-tax compensation cost$37
 $26
 $32
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Pre-tax compensation cost$46
 $46
 $133
Related tax benefit(14) (15) (48)
After-tax compensation cost$32
 $31
 $85

Unrecognized compensation cost related to unvested equity awards was $151$365 million at December 30, 201728, 2019 and is expected to be recognized over a weighted average period of fourthree years.

Note 10.12. Postemployment Benefits
We maintain various retirement plans for the majority of our employees. Current defined benefit pension plans are provided primarily for certain domestic union and foreign employees. Local statutory requirements govern many of these plans. The pension benefits of our unionized workers are in accordance with the applicable collective bargaining agreement covering their employment. Defined contribution plans are provided for certain domestic unionized, non-union hourly, and salaried employees as well as certain employees in foreign locations.
We provide health care and other postretirement benefits to certain of our eligible retired employees and their eligible dependents. Certain of our U.S. and Canadian employees may become eligible for such benefits. We may modify plan provisions or terminate plans at our discretion. The postretirement benefits of our unionized workers are in accordance with the applicable collective bargaining agreement covering their employment.
Prior to the 2015 Merger, Kraft provided a range of benefits to its employees and retirees, including pension benefits and postretirement health care benefits. As part of the 2015 Merger, we assumed the assets and liabilities associated with these plans.
We remeasure our postemployment benefit plans at least annually.
We capitalize a portion of net pension and postretirement cost/(benefit) into inventory based on our production activities. Beginning January 1, 2018, only the service cost component of net pension and postretirement cost/(benefit) is capitalized into inventory. As part of the adoption of ASU 2017-07 in the first quarter of 2018, we recognized a one-time favorable credit of $42 million within cost of products sold related to amounts that were previously capitalized into inventory. Included in this credit was $28 million related to prior service credits that were previously capitalized to inventory.
Pension Plans
In 2018, we settled our Canadian salaried and Canadian hourly defined benefit pension plans, which resulted in settlement charges of $162 million for the year ended December 29, 2018. Additionally, the settlement of these plans impacted the projected benefit obligation, accumulated benefit obligation, fair value of plan assets, and service costs associated with our non-U.S. pension plans.


Obligations and Funded Status:
The projected benefit obligations, fair value of plan assets, and funded status of our pension plans were (in millions):
 U.S. Plans Non-U.S. Plans
 December 28, 2019 December 29, 2018 December 28, 2019 December 29, 2018
Benefit obligation at beginning of year$4,060
 $4,719
 $1,930
 $3,464
Service cost7
 10
 17
 19
Interest cost163
 158
 51
 67
Benefits paid(331) (191) (122) (126)
Actuarial losses/(gains)602
 (447) 252
 (118)
Plan amendments
 1
 
 14
Currency
 
 59
 (175)
Settlements
 (190) 
 (1,221)
Curtailments
 
 
 (1)
Special/contractual termination benefits
 
 4
 7
Other
 
 (4) 
Benefit obligation at end of year4,501
 4,060
 2,187
 1,930
Fair value of plan assets at beginning of year4,219
 4,785
 2,689
 4,156
Actual return on plan assets947
 (185) 177
 49
Employer contributions
 
 19
 57
Benefits paid(331) (191) (122) (126)
Currency
 
 78
 (221)
Settlements
 (190) 
 (1,221)
Other
 
 
 (5)
Fair value of plan assets at end of year4,835
 4,219
 2,841
 2,689
Net pension liability/(asset) recognized at end of year$(334) $(159) $(654) $(759)
 U.S. Plans Non-U.S. Plans
 December 30, 2017 December 31, 2016 December 30, 2017 December 31, 2016
Benefit obligation at beginning of year$5,157
 $5,990
 $3,099
 $2,892
Service cost11
 13
 19
 25
Interest cost178
 203
 66
 87
Participants' contributions
 
 
 3
Benefits paid(224) (268) (161) (158)
Actuarial losses/(gains)270
 195
 120
 540
Plan amendments
 
 (2) 
Currency
 
 264
 (281)
Settlements(692) (966) (1) (12)
Special/contractual termination benefits19
 
 9
 3
Other
 (10) 51
 
Benefit obligation at end of year4,719
 5,157
 3,464
 3,099
Fair value of plan assets at beginning of year4,788
 5,282
 3,628
 3,428
Actual return on plan assets613
 435
 289
 712
Participants' contributions
 
 
 3
Employer contributions300
 311
 30
 33
Benefits paid(224) (268) (161) (158)
Currency
 
 322
 (378)
Settlements(692) (966) (1) (12)
Other
 (6) 49
 
Fair value of plan assets at end of year4,785
 4,788
 4,156
 3,628
Net pension liability/(asset) recognized at end of year$(66) $369
 $(692) $(529)

The accumulated benefit obligation, which represents benefits earned to the measurement date, was $4.7$4.5 billion at December 30, 201728, 2019 and $5.2$4.1 billion at December 31, 201629, 2018 for the U.S. pension plans. The accumulated benefit obligation for the non-U.S. pension plans was $3.3$2.1 billion at December 30, 201728, 2019 and $3.0$1.7 billion at December 31, 2016.

29, 2018.
The combined U.S. and non-U.S. pension plans resulted in a net pension assetassets of $758$988 million at December 30, 201728, 2019 and a net pension asset of $160$918 million at December 31, 2016.29, 2018. We recognized these amounts on our consolidated balance sheets as follows (in millions):
 December 28, 2019 December 29, 2018
Other non-current assets$1,081
 $999
Other current liabilities(4) (4)
Accrued postemployment costs(89) (77)
Net pension asset/(liability) recognized$988
 $918
 December 30, 2017 December 31, 2016
Other assets (long-term assets)$871
 $641
Accrued postemployment costs (current liabilities)(41) (3)
Accrued postemployment costs (long-term liabilities)(72) (478)
Net pension asset/(liability) recognized$758
 $160

For certain of our U.S. and non-U.S. plans that were underfunded based on accumulated benefit obligations in excess of plan assets, the projected benefit obligations, accumulated benefit obligations, and the fair value of plan assets were (in millions):
 U.S. Plans Non-U.S. Plans
 December 28, 2019 December 29, 2018 December 28, 2019 December 29, 2018
Projected benefit obligation$
 $
 $162
 $146
Accumulated benefit obligation
 
 156
 139
Fair value of plan assets
 
 70
 65
 U.S. Plans Non-U.S. Plans
 December 30, 2017 December 31, 2016 December 30, 2017 December 31, 2016
Projected benefit obligation$
 $3,669
 $1,368
 $527
Accumulated benefit obligation
 3,669
 1,360
 527
Fair value of plan assets
 3,282
 1,254
 437

All of our U.S. plans were overfunded based on plan assets in excess of accumulated benefit obligations as of December 30, 2017.28, 2019 and December 29, 2018.


For certain of our U.S. and non-U.S. plans that were underfunded based on projected benefit obligations in excess of plan assets, the projected benefit obligations, accumulated benefit obligations, and the fair value of plan assets were (in millions):
 U.S. Plans Non-U.S. Plans
 December 28, 2019 December 29, 2018 December 28, 2019 December 29, 2018
Projected benefit obligation$
 $
 $162
 $148
Accumulated benefit obligation
 
 156
 141
Fair value of plan assets
 
 70
 67
 U.S. Plans Non-U.S. Plans
 December 30, 2017 December 31, 2016 December 30, 2017 December 31, 2016
Projected benefit obligation$
 $3,669
 $1,400
 $539
Accumulated benefit obligation
 3,669
 1,392
 534
Fair value of plan assets
 3,282
 1,287
 445

All of our U.S. plans were overfunded based on plan assets in excess of projected benefit obligations as of December 30, 2017.28, 2019 and December 29, 2018.
We used the following weighted average assumptions to determine our projected benefit obligations under the pension plans:
 U.S. Plans Non-U.S. Plans
 December 28, 2019 December 29, 2018 December 28, 2019 December 29, 2018
Discount rate3.4% 4.4% 2.0% 2.9%
Rate of compensation increase4.1% 4.1% 3.7% 3.9%

 U.S. Plans Non-U.S. Plans
 December 30, 2017 December 31, 2016 December 30, 2017 December 31, 2016
Discount rate3.7% 4.2% 2.4% 2.9%
Rate of compensation increase4.1% 4.1% 3.9% 4.0%

Discount rates for our U.S. and non-U.S. plans were developed from a model portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the plans.
Components of Net Pension Cost/(Benefit):
Net pension cost/(benefit) consisted of the following (in millions):
 U.S. Plans Non-U.S. Plans
 December 28, 2019 December 29, 2018 December 30, 2017 December 28, 2019 December 29, 2018 December 30, 2017
Service cost$7
 $10
 $11
 $17
 $19
 $19
Interest cost163
 158
 178
 51
 67
 66
Expected return on plan assets(229) (247) (262) (143) (175) (180)
Amortization of unrecognized losses/(gains)
 
 
 1
 2
 1
Settlements
 (4) 2
 1
 158
 
Curtailments
 
 
 
 (1) 
Special/contractual termination benefits
 
 19
 4
 7
 9
Other
 
 2
 
 
 (15)
Net pension cost/(benefit)$(59) $(83) $(50) $(69) $77
 $(100)
 U.S. Plans Non-U.S. Plans
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Service cost$11
 $13
 $45
 $19
 $25
 $26
Interest cost178
 203
 164
 66
 87
 103
Expected return on plan assets(262) (290) (179) (180) (182) (194)
Amortization of unrecognized losses/(gains)
 
 3
 1
 
 
Settlements2
 23
 102
 
 2
 17
Curtailments
 
 (96) 
 
 (47)
Special/contractual termination benefits19
 
 4
 9
 3
 6
Other2
 
 
 (15) 
 
Net pension cost/(benefit)$(50) $(51) $43
 $(100) $(65) $(89)

We capitalized a portionpresent all non-service cost components of net pension cost/(benefit) into inventory basedwithin other expense/(income) on our production activities. The amounts capitalized into inventory as of December 30, 2017 and December 31, 2016 are included in the table above.
In 2016, we approved the wind up of our Canadian salaried and Canadian hourly defined benefit pension plans effective December 31, 2016. This action resulted in an increase to our projected benefit obligations of approximately $85 million at December 31, 2016. This action had no impact on the consolidated statements of income or consolidated statements of cash flows for the year ended December 31, 2016.
In 2015, we recorded net settlement losses for the U.S. and non-U.S. plans primarily related to certain plan terminations. We also recorded net curtailment gains for the U.S. and non-U.S. plans primarily related to certain plan freezes and work force reductions under our integration and restructuring activities.income.
We used the following weighted average assumptions to determine our net pension costs:costs for the years ended:
 U.S. Plans Non-U.S. Plans
 December 28, 2019 December 29, 2018 December 30, 2017 December 28, 2019 December 29, 2018 December 30, 2017
Discount rate - Service cost4.6% 3.8% 4.2% 3.3% 3.0% 3.2%
Discount rate - Interest cost4.1% 3.6% 3.6% 2.6% 2.9% 2.1%
Expected rate of return on plan assets5.7% 5.5% 5.7% 5.4% 4.5% 4.8%
Rate of compensation increase4.1% 4.1% 4.1% 3.9% 3.9% 4.0%
 U.S. Plans Non-U.S. Plans
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Discount rate - Service Cost4.2% 4.5% 4.4% 3.2% 4.2% 3.7%
Discount rate - Interest Cost3.6% 3.5% 4.4% 2.1% 3.3% 3.7%
Expected rate of return on plan assets5.7% 5.7% 5.6% 4.8% 5.6% 6.4%
Rate of compensation increase4.1% 4.1% 4.0% 4.0% 3.4% 3.3%

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


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

Our weighted average asset allocations were:
 U.S. Plans Non-U.S. Plans
 December 28, 2019 December 29, 2018 December 28, 2019 December 29, 2018
Fixed-income securities83% 84% 43% 45%
Equity securities15% 14% 39% 34%
Cash and cash equivalents2% 2% 14% 16%
Real estate% % 2% 3%
Certain insurance contracts% % 2% 2%
Total100% 100% 100% 100%
 U.S. Plans Non-U.S. Plans
 December 30, 2017 December 31, 2016 December 30, 2017 December 31, 2016
Fixed-income securities62% 67% 39% 49%
Equity securities27% 30% 27% 31%
Real estate% % 6% 7%
Cash and cash equivalents11% 3% 4% 8%
Certain insurance contracts% % 24% 5%
Total100% 100% 100% 100%

Our pension assetinvestment strategy for U.S. plans is designed to align our pension assets with our projected benefit obligation to reduce volatility by targeting an investment of approximately 70%85% of our U.S. plan assets in fixed-income securities and approximately 30%15% in return-seeking assets, primarily equity securities.
For pension plans outside the U.S.,United States, our investment strategy is subject to local regulations and the asset/liability profiles of the plans in each individual country. In aggregate, the long-term asset allocation targets of our non-U.S. plans are broadly characterized as a mix of approximately 65%78% fixed-income securities and annuity contracts, and approximately 35%22% in return-seeking assets, primarily equity securities and real estate.
The fair value of pension plan assets at December 30, 201728, 2019 was determined using the following fair value measurements (in millions):
Asset CategoryTotal Fair Value Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
Total Fair Value Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
Corporate bonds and other fixed-income securities$3,642
 $
 $3,639
 $3
Government bonds$467
 $467
 $
 $
358
 358
 
 
Corporate bonds and other fixed-income securities2,606
 
 2,606
 
Total fixed-income securities3,073
 467
 2,606
 
4,000
 358
 3,639
 3
Equity securities1,044
 1,044
 
 
775
 775
 
 
Cash and cash equivalents414
 413
 1
 
Real estate262
 
 
 262
45
 
 
 45
Cash and cash equivalents208
 205
 3
 
Certain insurance contracts983
 
 
 983
49
 
 
 49
Fair value excluding investments measured at net asset value5,570
 1,716
 2,609
 1,245
5,283
 1,546
 3,640
 97
Investments measured at net asset value(a)
3,371
      2,393
      
Total plan assets at fair value$8,941
      $7,676
      
(a)
Amount includes cash collateral of $278$226 million associated with our securities lending program, which is reflected as an asset, and a corresponding securities lending payable of $278$226 million, which is reflected as a liability. The net impact on total plan assets at fair value is zero.0.


The fair value of pension plan assets at December 31, 201629, 2018 was determined using the following fair value measurements (in millions):
Asset CategoryTotal Fair Value Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
Total Fair Value Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
Corporate bonds and other fixed-income securities$3,089
 $
 $3,089
 $
Government bonds$484
 $410
 $74
 $
366
 366
 
 
Corporate bonds and other fixed-income securities2,952
 
 2,952
 
Total fixed-income securities3,436
 410
 3,026
 
3,455
 366
 3,089
 
Equity securities765
 765
 
 
665
 665
 
 
Cash and cash equivalents422
 419
 3
 
Real estate234
 
 
 234
79
 
 
 79
Cash and cash equivalents49
 31
 18
 
Certain insurance contracts189
 
 
 189
53
 
 
 53
Fair value excluding investments measured at net asset value4,673
 1,206
 3,044
 423
4,674
 1,450
 3,092
 132
Investments measured at net asset value(a)3,743
      2,234
      
Total plan assets at fair value$8,416
      $6,908
      
(a)Amount includes cash collateral of $269 million associated with our securities lending program, which is reflected as an asset, and a corresponding securities lending payable of $269 million, which is reflected as a liability. The net impact on total plan assets at fair value is 0.
The following section describes the valuation methodologies used to measure the fair value of pension plan assets, including an indication of the level in the fair value hierarchy in which each type of asset is generally classified.
Government Bonds. These securities consist of direct investments in publicly traded U.S. and non-U.S. fixed interest obligations (principally debentures). Such investments are valued using quoted prices in active markets. These securities are principally included in Level 1.
Corporate Bonds and Other Fixed-Income Securities.These securities consist of publicly traded U.S. and non-U.S. fixed interest obligations (principally corporate bonds). Such investments are valued through consultation and evaluation with brokers in the institutional market using quoted prices and other observable market data. As such, these securities are included in Level 2. A limited number of these securities are in default and included in Level 3.
Government Bonds. These securities consist of direct investments in publicly traded U.S. fixed interest obligations (principally debentures). Such investments are valued using quoted prices in active markets. These securities are included in Level 1.
Equity Securities.These securities consist of direct investments in the stock of publicly traded companies. Such investments are valued based on the closing price reported in an active market on which the individual securities are traded. As such, the direct investments are classified as Level 1.
Real Estate.These holdings consist of real estate investments. Direct investments of real estate are valued by investment managers based on the most recent financial information available, which typically represents significant unobservable data. As such, these investments are generally classified as Level 3.
Cash and Cash Equivalents. This consists of direct cash holdings and institutional short-term investment vehicles. Direct cash holdings are valued based on cost, which approximates fair value and are classified as Level 1. Certain institutional short-term investment vehicles are valued daily and are classified as Level 1. Other cash equivalents that are not traded on an active exchange, such as bank deposits, are classified as Level 2.
Real Estate.These holdings consist of real estate investments and are generally classified as Level 3.
Certain Insurance Contracts. This category consists of group annuity contracts that have been purchased to cover a portion of the plan members. The fair value of non-participating annuity buy-in contracts fluctuates based on fluctuations in the obligation associated with the covered plan members. The fair value of certain participating annuity contracts are reported at contract value. These valuesmembers and have been classified as Level 3.
Investments Measured at Net Asset Value. This category consists of pooled funds, short-term investments and partnership/corporate feeder interests.
Pooled funds. The fair values of participation units held in collective trusts are based on their net asset values, as reported by the managers of the collective trusts and as supported by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. Investments in the collective trusts can be redeemed on each business day based upon the applicable net asset value per unit. Investments in the international large/mid cap equity collective trust can be redeemed on the last business day of each month and at least one business day during the month.

Pooled funds. The fair values of participation units held in collective trusts are based on their net asset values, as reported by the managers of the collective trusts and as supported by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. Investments in the collective trusts can be redeemed on each business day based upon the applicable net asset value per unit. Investments in the international large/mid cap equity collective trust can be redeemed on the last business date of each month and at least one business day during the month.


The mutual fund investments are not traded on an exchange, and a majority of these funds are held in a separate account managed by a fixed income manager. The fair values of the mutual fundthese investments that are not traded on an exchange are based on their net asset values, as reported by the managers and as supported by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. The objective of the account is to provide superior return with reasonable risk, where performance is expected to exceed Barclays Long U.S. Credit Index. Investments in this account can be redeemed with a written notice to the investment manager.

Short-term investments: Short-term investments largely consisted of a money market fund, the fair value of which is based on the net asset value reported by the manager of the fund and supported by the unit prices of actual purchase and sale transactions. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. The money market fund is designed to provide safety of principal, daily liquidity, and a competitive yield by investing in high quality money market instruments. The investment objective of the money market fund is to provide the highest possible level of current income while still maintaining liquidity and preserving capital.
Partnership/corporate feeder interests: Fair value estimates of the equity partnership are based on their net asset values, as reported by the manager of the partnership. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. Investments in the equity partnership may be redeemed once per month upon 10 days’ prior written notice to the General Partner, subject to the discretion of the General Partner. The investment objective of the equity partnership is to seek capital appreciation by investing primarily in equity securities.

Short-term investments. Short-term investments largely consist of a money market fund, the fair value of which is based on the net asset value reported by the manager of the fund and supported by the unit prices of actual purchase and sale transactions. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. The money market fund is designed to provide safety of principal, daily liquidity, and a competitive yield by investing in high quality money market instruments. The investment objective of the money market fund is to provide the highest possible level of current income while still maintaining liquidity and preserving capital.
Partnership/corporate feeder interests. Fair value estimates of the equity partnership are based on their net asset values, as reported by the manager of the partnership. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. Investments in the equity partnership may be redeemed once per month upon 10 days’ prior written notice to the General Partner, subject to the discretion of the General Partner. The investment objective of the equity partnership is to seek capital appreciation by investing primarily in equity securities.
The fair values of the corporate feeder are based upon the net asset values of the equity master fund in which it invests. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. Investments in the corporate feeder can be redeemed quarterly with at least 90 days’ notice. The investment objective of the corporate feeder is to generate long-term returns by investing in large, liquid equity securities with attractive fundamentals.
Changes in our Level 3 plan assets for the year ended December 30, 201728, 2019 included (in millions):
Asset CategoryDecember 31,
2016
(52 weeks)
 Additions Net Realized Gain/(Loss) Net Unrealized Gain/(Loss) Net Purchases, Issuances and Settlements Transfers Into/(Out of) Level 3 December 30,
2017
(52 weeks)
December 29, 2018 Additions Net Realized Gain/(Loss) Net Unrealized Gain/(Loss) Net Purchases, Issuances and Settlements Transfers Into/(Out of) Level 3 December 28, 2019
Real estate$234
 $
 $14
 $14
 $
 $
 $262
$79
 $
 $2
 $2
 $(38) $
 $45
Corporate bonds and other fixed-income securities
 
 
 
 
 3
 3
Certain insurance contracts189
 797
 
 36
 (39) 
 983
53
 
 
 1
 (5) 
 49
Total Level 3 investments$423
 $797
 $14
 $50
 $(39) $
 $1,245
$132
 $
 $2
 $3
 $(43) $3
 $97
AdditionsChanges in our Level 3 plan assets for the year ended December 29, 2018 included (in millions):
Asset CategoryDecember 30, 2017 Additions Net Realized Gain/(Loss) Net Unrealized Gain/(Loss) Net Purchases, Issuances and Settlements Transfers Into/(Out of) Level 3 December 29, 2018
Real estate$262
 $
 $49
 $(7) $(210) $(15) $79
Certain insurance contracts983
 
 (82) (3) (845) 
 53
Total Level 3 investments$1,245
 $
 $(33) $(10) $(1,055) $(15) $132
Net purchases, issuances and settlements of $797$845 million were principally related to insurance contracts entered intocontract settlements in Canada in connection with the wind-up of our Canadian salaried and hourly defined benefit pension plans.
Changes in our Level 3 plan assets for the year ended December 31, 2016 included (in millions):
Asset CategoryJanuary 3,
2016
(53 weeks)
 Net Realized Gain/(Loss) Net Unrealized Gain/(Loss) Net Purchases, Issuances and Settlements Transfers Into/(Out of) Level 3 December 31,
2016
(52 weeks)
Equity securities$1
 $
 $
 $(1) $
 $
Real estate288
 6
 (37) (23) 
 234
Certain insurance contracts236
 
 13
 (49) (11) 189
Total Level 3 investments$525
 $6
 $(24) $(73) $(11) $423
Employer Contributions:
In 2017,2019, we contributed $300 million to our U.S. pension plans and $30$19 million to our non-U.S. pension plans. We did 0t contribute to our U.S. pension plans. We estimate that 20182020 pension contributions will be approximately $50$19 million to our non-U.S. pension plans. We do not0t plan to contributemake contributions to our U.S. pension plans in 2018.2020. Our actual contributions and plans may change due to many factors, including the timing of regulatory approval for the windup of certain non-U.S. pension plans, changes in tax, employee benefit, or other laws and regulations, tax deductibility, significant differences between expected and actual pension asset performance or interest rates, or other factors.


Future Benefit Payments:
The estimated future benefit payments from our pension plans at December 30, 201728, 2019 were (in millions):
 U.S. Plans Non-U.S. Plans
2020$343
 $75
2021340
 75
2022331
 80
2023323
 79
2024314
 80
2025-20291,364
 438
 U.S. Plans Non-U.S. Plans
2018$367
 $1,343
2019331
 72
2020334
 73
2021337
 76
2022357
 85
2023-20271,531
 452

Postretirement Plans
Obligations and Funded Status:
The accumulated benefit obligation, fair value of plan assets, and funded status of our postretirement benefit plans were (in millions):
 December 28, 2019 December 29, 2018
Benefit obligation at beginning of year$1,294
 $1,553
Service cost6
 8
Interest cost46
 45
Benefits paid(129) (136)
Actuarial losses/(gains)94
 (142)
Plan amendments(1) (21)
Currency6
 (13)
Curtailments(3) 
Benefit obligation at end of year1,313
 1,294
Fair value of plan assets at beginning of year1,044
 1,188
Actual return on plan assets187
 (26)
Employer contributions13
 19
Benefits paid(130) (137)
Fair value of plan assets at end of year1,114
 1,044
Net postretirement benefit liability/(asset) recognized at end of year$199
 $250
 December 30, 2017 December 31, 2016
Benefit obligation at beginning of year$1,714
 $1,945
Service cost10
 11
Interest cost49
 51
Benefits paid(142) (150)
Actuarial losses/(gains)(70) 5
Plan amendments(24) (158)
Currency13
 6
Other3
 4
Benefit obligation at end of year1,553
 1,714
Fair value of plan assets at beginning of year
 
Employer contributions1,329
 
Benefits paid(142) 
Other1
 
Fair value of plan assets at end of year1,188
 
Net postretirement benefit liability/(asset) recognized at end of year$365
 $1,714

We recognized the net postretirement benefit asset/(liability) on our consolidated balance sheets as follows (in millions):
 December 28, 2019 December 29, 2018
Other current liabilities$(15) $(14)
Accrued postemployment costs(184) (236)
Net postretirement benefit asset/(liability) recognized$(199) $(250)

 December 30, 2017 December 31, 2016
Accrued postemployment costs (current liabilities)(10) (153)
Accrued postemployment costs (long-term liabilities)(355) (1,561)
Net postretirement benefit asset/(liability) recognized$(365) $(1,714)
For certainAll of our postretirement benefit plans that were underfunded based on accumulated postretirement benefit obligations in excess of plan assets, theassets. The accumulated benefit obligations and the fair value of plan assets were (in millions):
 December 28, 2019 December 29, 2018
Accumulated benefit obligation$1,313
 $1,294
Fair value of plan assets1,114
 1,044
 December 30, 2017 December 31, 2016
Accumulated benefit obligation$1,553
 $1,714
Fair value of plan assets1,188
 



We used the following weighted average assumptions to determine our postretirement benefit obligations:
 December 28, 2019 December 29, 2018
Discount rate3.1% 4.2%
Health care cost trend rate assumed for next year6.5% 6.7%
Ultimate trend rate4.9% 4.9%
 December 30, 2017 December 31, 2016
Discount rate3.5% 3.8%
Health care cost trend rate assumed for next year6.7% 6.3%
Ultimate trend rate4.9% 4.9%

Discount rates for our plans were developed from a model portfolio of high-quality, fixed-income debt instruments with durations that match the expected future cash flows of the plans. Our expected health care cost trend rate is based on historical costs and our expectation for health care cost trend rates going forward.
The year that the health care cost trend rate reaches the ultimate trend rate varies by plan and ranges between 20182020 and 2030 as of December 30, 2017.28, 2019.
Assumed health care costs trend rates have a significant impact on the amounts reported for the postretirement benefit plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects, increase/(decrease) in cost and obligation, as of December 30, 201728, 2019 (in millions):
 One-Percentage-Point
 Increase (Decrease)
Effect on annual service and interest cost$3
 $(2)
Effect on postretirement benefit obligation55
 (47)

 One-Percentage-Point
 Increase (Decrease)
Effect on annual service and interest cost$4
 $(3)
Effect on postretirement benefit obligation55
 (47)
Components of Net Postretirement Cost/(Benefit):
Net postretirement cost/(benefit) consisted of the following (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
Service cost$6
 $8
 $10
Interest cost46
 45
 49
Expected return on plan assets(53) (50) 
Amortization of prior service costs/(credits)(306) (311) (328)
Amortization of unrecognized losses/(gains)(8) 
 
Curtailments(5) 
 (177)
Net postretirement cost/(benefit)$(320) $(308) $(446)

We present all non-service cost components of net postretirement cost/(benefit) within other expense/(income) on our consolidated statements of income.
The amortization of prior service credits was primarily driven by plan amendments in 2015 and 2016. We estimate that amortization of prior service credits will be approximately $123 million in 2020, $8 million in 2021, $6 million in 2022, $6 million in 2023, and $2 million in 2024.
In 2017, we remeasured certain of our postretirement plans and recognized a curtailment gain of $177 million. The curtailment was triggered by the number of cumulative headcount reductions after the closure of certain U.S. factories during the year. The resulting gain is attributed to accelerating a portion of the previously deferred actuarial gains and prior service credits. The headcount reductions and factory closures were part of our Integration Program. See Note 5, Restructuring Activities, for additional information.
We used the following weighted average assumptions to determine our net postretirement benefit plans cost for the years ended:
 December 28, 2019 December 29, 2018 December 30, 2017
Discount rate - Service cost4.2% 3.6% 4.0%
Discount rate - Interest cost3.8% 3.0% 3.0%
Expected rate of return on plan assets5.4% 4.4% %
Health care cost trend rate6.5% 6.7% 6.3%



Discount rates for our plans were developed from a model portfolio of high-quality, fixed-income debt instruments with durations that match the expected future cash flows of the plans. We determine our expected rate of return on plan assets from the plan assets' target asset allocation and estimates of future long-term returns by asset class. Our expected health care cost trend rate is based on historical costs and our expectation for health care cost trend rates going forward.
Plan Assets:
In December 2017, we made a cash contribution of approximately $1.2 billion to pre-fund a portion of our U.S. postretirement plan benefits following enactment of U.S. Tax Reform on December 22, 2017. The underlying basis of the investment strategy of our U.S. postretirement plans is to ensure that funds are available to meet the plans’ benefit obligations when they are due by investing plan assets in a high-quality, diversified manner in order to maintain the security of the funds. The investment strategy expects equity investments to yield a higher return over the long term than fixed-income securities, while fixed-income securities are expected to provide certain matching characteristics to the plans’ benefit payment cash flow requirements.
Our postretirement benefit planweighted average asset allocation at December 30, 2017 was 100% short-term investments. allocations were:
 December 28, 2019 December 29, 2018
Fixed-income securities65% 65%
Equity securities31% 27%
Cash and cash equivalents4% 8%

Our postretirement benefit plan investment strategy is subject to local regulations and the asset/liability profiles of the plans in each individual country. Our investment strategy is designed to align our postretirement benefit plan assets with our postretirement benefit obligation to reduce volatility. In aggregate, our long-term asset allocation targets are broadly characterized as a mix of approximately 70% in fixed-income securities and approximately 30% in return-seeking assets, primarily equity securities.
The fair value of our postretirement benefit plan assets which were all classified as short-term investments, was $1.2 billion at December 30, 2017. There were no28, 2019 was determined using the following fair value measurements (in millions):
Asset CategoryTotal Fair Value Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
Government bonds$33
 $33
 $
 $
Corporate bonds and other fixed-income securities592
 
 592
 
Total fixed-income securities625
 33
 592
 
Equity securities188
 188
 
 
Fair value excluding investments measured at net asset value813
 221
 592
 
Investments measured at net asset value301
      
Total plan assets at fair value$1,114
      

The fair value of postretirement benefit plan assets and no associatedat December 29, 2018 was determined using the following fair value at December 31, 2016.measurements (in millions):
Short-term investments consist of a money market mutual fund,
Asset CategoryTotal Fair Value Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
Government bonds$26
 $26
 $
 $
Corporate bonds and other fixed-income securities567
 
 567
 
Total fixed-income securities593
 26
 567
 
Equity securities146
 146
 
 
Fair value excluding investments measured at net asset value739
 172
 567
 
Investments measured at net asset value305
      
Total plan assets at fair value$1,044
      



The following section describes the valuation methodologies used to measure the fair value of postretirement benefit plan assets, including an indication of the level in the fair value hierarchy in which each type of asset is generally classified.
Corporate Bonds and Other Fixed-Income Securities.These securities consist of publicly traded U.S. and non-U.S. fixed interest obligations (principally corporate bonds an tax-exempt municipal bonds). Such investments are valued through consultation and evaluation with brokers in the institutional market using quoted prices and other observable market data. As such, these securities are included in Level 2.
Government Bonds. These securities consist of direct investments in publicly traded U.S. fixed interest obligations (principally debentures). Such investments are valued using quoted prices in active markets. These securities are included in Level 1.
Equity Securities.These securities consist of direct investments in the stock of publicly traded companies. Such investments are valued based on the closing price reported in an active market on which the mutual fund isindividual securities are traded. As such, thesethe direct investments are classified as Level 11.
Investments Measured at Net Asset Value. This category consists of pooled funds and short-term investments.
Pooled funds. The fair values of participation units held in collective trusts are based on their net asset values, as reported by the managers of the collective trusts and as supported by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. Investments in the collective trusts can be redeemed on each business day based upon the applicable net asset value per unit. Investments in the international large/mid cap equity collective trust can be redeemed on the last business day of each month and at least one business day during the month.
The mutual fund investments are not traded on an exchange. The fair values of the mutual fund investments that are not traded on an exchange are based on their net asset values, as reported by the managers and as supported by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. The money market mutual fund is designed to provide safety of principal, daily liquidity, and a competitive yield by investing in high quality money market instruments. The investment objective of the money market mutual fund is to provide the highest possible level of current income while still maintaining liquidity and preserving capital.


Components of Net Postretirement Cost/(Benefit):
Net postretirement cost/(benefit) consisted of the following (in millions):
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Service cost$10
 $11
 $13
Interest cost49
 51
 56
Amortization of prior service costs/(credits)(328) (362) (112)
Amortization of unrecognized losses/(gains)
 (1) 
Curtailments(177) 
 1
Net postretirement cost/(benefit)$(446) $(301) $(42)
We capitalized a portion of net postretirement cost/(benefit) into inventory based on our production activities. The amounts capitalized into inventory as of December 30, 2017 and December 31, 2016 are included in the table above.
In 2017, we remeasured certain of our postretirement plans and recognized a curtailment gain of $177 million. The curtailment was triggered by the number of cumulative headcount reductions after the closure of certain U.S. factories during the year. The resulting gain is attributed to accelerating a portion of the previously deferred actuarial gains and prior service credits. The headcount reductions and factory closures were part of our ongoing Integration Program. See Note 3, Integration and Restructuring Expenses, for additional information.
The amortization of prior service credits was primarily driven by the 2015 plan amendments. Amortization of prior service credits in 2017 and 2016 included 12 months of amortization related to the 2015 plan amendments, and 2015 included four months of such amortization.
We used the following weighted average assumptions to determine our net postretirement benefit plans cost:
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Discount rate - Service Cost4.0% 4.3% 4.2%
Discount rate - Interest Cost3.0% 3.0% 4.2%
Health care cost trend rate6.3% 6.5% 6.7%
Short-term investments. Short-term investments largely consist of a money market fund, the fair value of which is based on the net asset value reported by the manager of the fund and supported by the unit prices of actual purchase and sale transactions. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. The money market fund is designed to provide safety of principal, daily liquidity, and a competitive yield by investing in high quality money market instruments. The investment objective of the money market fund is to provide the highest possible level of current income while still maintaining liquidity and preserving capital.
Employer Contributions:
In 2017,2019, we contributed $1.3 billion$12 million to our postretirement benefit plans. This amount includes certain benefit payments of $142 million which are paid as incurred rather than pre-funded. We estimate that 20182020 postretirement benefit plan contributions will be approximately $15 million. Our actual contributions and plans may change due to many factors, including changes in tax, employee benefit, or other laws and regulations, tax deductibility, significant differences between expected and actual postretirement plan asset performance or interest rates, or other factors.
Future Benefit Payments:
Our estimated future benefit payments for our postretirement plans at December 30, 201728, 2019 were (in millions):
2020$125
2021114
2022114
2023107
2024101
2025-2029413
2018$147
2019140
2020133
2021126
2022120
2023-2027504

Other CostsPlans
We sponsor and contribute to employee savings plans that cover eligible salaried, non-union, and union employees. Our contributions and costs are determined by the matching of employee contributions, as defined by the plans. Amounts charged to expense for defined contribution plans totaled $88 million in 2019, $85 million in 2018, and $78 million in 2017, $74 million in 2016, and $52 million in 2015.2017.


Accumulated Other Comprehensive Income/(Losses):
Our accumulated other comprehensive income/(losses) pension and postretirement benefit plans balances, before tax, consisted of the following (in millions):
Pension Benefits Postretirement Benefits TotalPension Benefits Postretirement Benefits Total
December 30, 2017 December 31, 2016 December 30, 2017 December 31, 2016 December 30, 2017 December 31, 2016December 28, 2019 December 29, 2018 December 28, 2019 December 29, 2018 December 28, 2019 December 29, 2018
Net actuarial gain/(loss)$13
 $(35) $111
 $64
 $124
 $29
$74
 $175
 $209
 $177
 $283
 $352
Prior service credit/(cost)1
 
 748
 1,205
 749
 1,205
(14) (14) 153
 458
 139
 444
$14
 $(35) $859
 $1,269
 $873
 $1,234
$60
 $161
 $362
 $635
 $422
 $796

The net postemployment benefits recognized in other comprehensive income/(loss), consisted of the following (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
Net postemployment benefit gains/(losses) arising during the period:     
Net actuarial gains/(losses) arising during the period - Pension Benefits$(103) $8
 $45
Net actuarial gains/(losses) arising during the period - Postretirement Benefits41
 66
 71
Prior service credits/(costs) arising during the period - Pension Benefits
 (15) 1
Prior service credits/(costs) arising during the period - Postretirement Benefits1
 21
 24
 (61) 80
 141
Tax benefit/(expense)(5) (19) (55)
 $(66) $61
 $86
      
Reclassification of net postemployment benefit losses/(gains) to net income/(loss):     
Amortization of unrecognized losses/(gains) - Pension Benefits$1
 $2
 $1
Amortization of unrecognized losses/(gains) - Postretirement Benefits(8) 
 
Amortization of prior service costs/(credits) - Postretirement Benefits(306) (311) (328)
Net settlement and curtailment losses/(gains) - Pension Benefits1
 153
 2
Net settlement and curtailment losses/(gains) - Postretirement Benefits(1) 
 (177)
Other losses/(gains) on postemployment benefits1
 
 
 (312) (156) (502)
Tax (benefit)/expense78
 38
 193
 $(234) $(118) $(309)
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Net postemployment benefit gains/(losses) arising during the period:     
Net actuarial gains/(losses) arising during the period - Pension Benefits$45
 $(73) $3
Net actuarial gains/(losses) arising during the period - Postretirement Benefits71
 (5) 62
Prior service credits/(costs) arising during the period - Pension Benefits1
 
 (7)
Prior service credits/(costs) arising during the period - Postretirement Benefits24
 158
 1,507
 141
 80
 1,565
Tax benefit/(expense)(55) (23) (619)
 $86
 $57
 $946
      
Reclassification of net postemployment benefit losses/(gains) to net income/(loss):     
Amortization of unrecognized losses/(gains) - Pension Benefits$1
 $
 $3
Amortization of unrecognized losses/(gains) - Postretirement Benefits
 (1) 
Amortization of prior service costs/(credits) - Postretirement Benefits(328) (362) (112)
Net settlement and curtailment losses/(gains) - Pension Benefits2
 25
 (24)
Net settlement and curtailment losses/(gains) - Postretirement Benefits(177) 
 1
 (502) (338) (132)
Tax benefit/(expense)193
 131
 47
 $(309) $(207) $(85)

As of December 30, 2017,28, 2019, we expect to amortize $311$123 million of postretirement benefit plans prior service credits from accumulated other comprehensive income/(losses) into net postretirement benefit plans costs/(benefits) during 2018.2020. We do not expect to amortize any other significant postemployment benefit losses/(gains) into net pension or net postretirement benefit plan costs/(benefits) during 2018.2020.
Note 11.13. Financial Instruments
We maintain a policy of requiring that all significant, non-exchange traded derivative contracts be governed by an International Swaps and Derivatives Association master agreement, and these master agreements and their schedules contain certain obligations regarding the delivery of certain financial information upon demand.
Derivative Volume:
The notional values of our outstanding derivative instruments were (in millions):
 Notional Amount
 December 28, 2019 December 29, 2018
Commodity contracts$475
 $478
Foreign exchange contracts3,045
 3,263
Cross-currency contracts4,035
 10,146
 Notional Amount
 December 30, 2017 December 31, 2016
Commodity contracts$272
 $459
Foreign exchange contracts2,876
 2,997
Cross-currency contracts3,161
 3,173




The decrease in our derivative volume for cross-currency contracts was primarily driven by the settlement of Canadian dollar and British pound sterling cross-currency swaps in the fourth quarter of 2019.
Fair Value of Derivative Instruments:
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values and the levels within the fair value hierarchy of derivative instruments recorded on the consolidated balance sheets were (in millions):
December 30, 2017December 28, 2019
Quoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total Fair ValueQuoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Total Fair Value
Assets Liabilities Assets Liabilities Assets Liabilities Assets LiabilitiesAssets Liabilities Assets Liabilities Assets Liabilities
Derivatives designated as hedging instruments:                          
Foreign exchange contracts$
 $
 $8
 $42
 $
 $
 $8
 $42
Cross-currency contracts
 
 344
 
 
 
 344
 
Foreign exchange contracts(a)
$
 $
 $7
 $20
 $7
 $20
Cross-currency contracts(b)

 
 200
 88
 200
 88
Derivatives not designated as hedging instruments:                          
Commodity contracts(c)4
 8
 
 
 
 
 4
 8
42
 6
 
 2
 42
 8
Foreign exchange contracts
 
 17
 3
 
 
 17
 3
Cross-currency contracts
 
 19
 
 
 
 19
 
Foreign exchange contracts(a)

 
 6
 3
 6
 3
Total fair value$4
 $8
 $388
 $45
 $
 $
 $392
 $53
$42
 $6
 $213
 $113
 $255
 $119
(a)At December 28, 2019, the fair value of our derivative assets was recorded in other current assets ($12 million) and other non-current assets ($1 million), and the fair value of our derivative liabilities was recorded in other current liabilities.
(b)At December 28, 2019, the fair value of our derivative assets was recorded in other non-current assets and the fair value of our derivative liabilities was recorded in other non-current liabilities.
(c)At December 28, 2019, the fair value of our derivative assets was recorded in other current assets and the fair value of derivative liabilities was recorded in other current liabilities.
 December 29, 2018
 
Quoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 Total Fair Value
 Assets Liabilities Assets Liabilities Assets Liabilities
Derivatives designated as hedging instruments:           
Foreign exchange contracts(a)
$
 $
 $51
 $26
 $51
 $26
Cross-currency contracts(b)

 
 139
 3
 139
 3
Derivatives not designated as hedging instruments:           
Commodity contracts(a)
5
 27
 
 2
 5
 29
Foreign exchange contracts(a)

 
 5
 42
 5
 42
Cross-currency contracts(b)

 
 557
 119
 557
 119
Total fair value$5
 $27
 $752
 $192
 $757
 $219

 December 31, 2016
 
Quoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 Total Fair Value
 Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities
Derivatives designated as hedging instruments:               
Foreign exchange contracts$
 $
 $69
 $13
 $
 $
 $69
 $13
Cross-currency contracts
 
 580
 36
 
 
 580
 36
Derivatives not designated as hedging instruments:               
Commodity contracts28
 7
 
 
 
 
 28
 7
Foreign exchange contracts
 
 35
 30
 
 
 35
 30
Cross-currency contracts
 
 44
 
 
 
 44
 
Total fair value$28
 $7
 $728
 $79
 $
 $
 $756
 $86
(a)The fair value of derivative assets was recorded in other current assets and the fair value of derivative liabilities was recorded in other current liabilities.
(b)The fair value of derivative assets was recorded in other current assets ($557 million) and other non-current assets ($139 million), and the fair value of derivative liabilities was recorded within other current liabilities ($119 million) and other non-current liabilities ($3 million).
Our derivative financial instruments are subject to master netting arrangements that allow for the offset of assets and liabilities in the event of default or early termination of the contract. We elect to record the gross assets and liabilities of our derivative financial instruments on the consolidated balance sheets. If the derivative financial instruments had been netted on the consolidated balance sheets, the asset and liability positions each would have been reduced by $23$108 million at December 30, 201728, 2019 and $67$124 million at December 31, 2016. No material amounts29, 2018. At December 28, 2019, we had collected collateral of collateral were received or posted$25 million related to commodity derivative margin requirements. This was included in other current liabilities on our derivative assets and liabilitiesconsolidated balance sheet at December 30, 2017.28, 2019. At December 29, 2018, collateral of $32 million was posted related to commodity derivative margin requirements. This was included in prepaid expenses on our consolidated balance sheet at December 29, 2018.
Level 1 financial assets and liabilities consist of commodity future and options contracts and are valued using quoted prices in active markets for identical assets and liabilities.


Level 2 financial assets and liabilities consist of commodity swaps, foreign exchange forwards, options, and swaps, and cross-currency swaps. Commodity swaps are valued using an income approach based on the observable market commodity index prices less the contract rate multiplied by the notional amount. Foreign exchange forwards and swaps are valued using an income approach based on observable market forward rates less the contract rate multiplied by the notional amount. Foreign exchange options are valued using an income approach based on a Black-Scholes-Merton formula. This formula uses present value techniques and reflects the time value and intrinsic value based on observable market rates. Cross-currency swaps are valued based on observable market spot and swap rates.
We did not have any Level 3 financial assets or liabilities in any period presented.
Our calculation of the fair value of financial instruments takes into consideration the risk of nonperformance, including counterparty credit risk.
There have been no transfers between Levels 1, 2, and 3 in any period presented.

The fair values of our derivative assets are recorded within other current assets and other assets. The fair values of our liability derivatives are recorded within other current liabilities and other liabilities.
Net Investment Hedging:
At December 30, 2017,28, 2019, we had the principal amounts of foreign denominated debtfollowing items designated as net investment hedges totaledhedges:
Non-derivative foreign denominated debt with principal amounts of €2,550 million and £400 million.million;
At December 30, 2017, our cross-currency swaps designated as net investment hedges consisted of:Cross-currency contracts with notional amounts of £1.0 billion ($1.4 billion), C$2.1 billion ($1.6 billion), and ¥9.6 billion ($85 million); and
Instrument 
Notional
(local)
(in billions)
 
Notional
(USD)
(in billions)
 Maturity
Cross-currency swap £0.8
 $1.4
 October 2019
Cross-currency swap C$1.8
 $1.6
 December 2019
Foreign exchange contracts denominated in Chinese renminbi with an aggregate notional amount of $162 million.
We also periodically enter into shorter-dateduse non-derivative instruments such as non-U.S. dollar financing transactions or non-U.S. dollar assets or liabilities, including intercompany loans, to hedge the exposure of changes in underlying foreign exchange contracts thatcurrency denominated subsidiary net assets, and they are designated as net investment hedges. At December 30, 2017,28, 2019, we had Chinese renminbi foreign exchange contractsa euro intercompany loan with an aggregate USD notional amount of $213$76 million.
The component of the gains and losses on our net investment in these designated foreign operations, driven by changes in foreign exchange rates, are economically offset by fair value movements inon the fair valueseffective portion of our cross-currency swap contracts and remeasurementforeign exchange contracts and remeasurements of our foreign denominated debt.
Interest Rate Hedging:
In 2015,From time to time we de-designated all of ourhave had derivatives designated as interest rate hedges, including interest rate swaps. We no longer have any outstanding interest rate swaps (total notional amount of $7.9 billion) from hedging relationships in connection withswaps. We continue to amortize the repayment of the Term B-1 and Term B-2 loans. We determinedrealized hedge losses that the related forecasted future cash flows were probable of not occurring, and as a result, we reclassified $227 million of deferred losses initially reported ininto accumulated other comprehensive income/(losses) to net income/(loss) asinto interest expense.expense through the original maturity of the related long-term debt instruments.
Cash Flow Hedge Coverage:
At December 30, 2017,28, 2019, we had entered into foreign exchange contracts designated as hedging instruments, which hedge transactions for the following durations:
foreign exchange contractscash flow hedges for periods not exceeding the next 18 months;25 months and
into cross-currency contracts designated as cash flow hedges for periods not exceeding the next 24 months.
At December 30, 2017, we had entered into contracts not designated as hedging instruments, which hedge economic risks for the following durations:
commodity contracts for periods not exceeding the next 12 months; and
foreign exchange contracts for periods not exceeding the next six months.
cross-currency contracts for periods not exceeding the next 22 months.
Hedge Ineffectiveness:
We record pre-tax gains or losses reclassified from accumulated other comprehensive income/(losses) due to ineffectiveness for foreign exchange contracts related to forecasted transactions in other expense/(income), net.four years.
Deferred Hedging Gains and Losses:Losses on Cash Flow Hedges:
Based on our valuation at December 30, 201728, 2019 and assuming market rates remain constant through contract maturities, we expect transfers to net income/(loss) of unrealized gains on cross-currency cash flow hedges and unrealized losses foron interest rate cash flow hedges during the next 12 months to be insignificant. Additionally, we expect transfers to net income/(loss) of unrealized losses on foreign currency cash flow hedges during the next 12 months to be $13approximately $12 million. Additionally, we expect transfers to net income/(loss) of unrealized losses for interest rate cash flow hedges during the next 12 months to be insignificant.
Concentration of Credit Risk:
Counterparties to our foreign exchange derivatives consist of major international financial institutions. We continually monitor our positions and the credit ratings of the counterparties involved and, by policy, limit the amount of our credit exposure to any one party. While we may be exposed to potential losses due to the credit risk of non-performance by these counterparties, losses are not anticipated. We closely monitor the credit risk associated with our counterparties and customers and to date have not experienced material losses.

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


Divestiture Hedging:
We entered into foreign exchange derivative contracts to economically hedge the foreign currency exposure related to the Heinz India Transaction. In 2018, the related derivative losses were $20 million, including $17 million recorded within other expense/(income) and $3 million recorded within interest expense. These derivative contracts settled in the first quarter of 2019 resulting in a gain of $5 million, including a gain of $6 million recorded within other expense/(income) and a loss of $1 million recorded within interest expense. These losses are classified as other losses/(gains) related to acquisitions and divestitures. Additionally, we entered into foreign exchange contracts which were designated as net investment hedges related to our investment in Heinz India. Related to these net investment hedges, we had unrealized hedge losses of $10 million as of December 29, 2018, which were recognized in accumulated other comprehensive income/(losses). In 2019, these net investment hedges settled at a loss of $6 million. This loss was subsequently reclassified from accumulated other comprehensive income/(losses) to other expense/(income) in the consolidated statement of income in the first quarter of 2019 when the Heinz India Transaction closed. These losses are classified as losses/(gains) on the sale of a business. See Note 4, Acquisitions and Divestitures, for additional information related to the Heinz India Transaction.
Derivative Impact on the Statements of IncomeComprehensive Income:
The following table presents the pre-tax amounts of derivative gains/(losses) deferred into accumulated other comprehensive income/(losses) and the income statement line item that will be affected when reclassified to net income/(loss) (in millions):
Accumulated Other Comprehensive Income/(Losses) Component Gains/(Losses) Recognized in Other Comprehensive Income/(Losses) Related to Derivatives Designated as Hedging Instruments Location of Gains/(Losses) When Reclassified to Net Income/(Loss)
  December 28, 2019 December 29, 2018 December 30, 2017  
Cash flow hedges:        
Foreign exchange contracts $
 $
 $1
 Net sales
Foreign exchange contracts (36) 64
 (42) Cost of products sold
Foreign exchange contracts (excluded component) 2
 (2) 
 Cost of products sold
Foreign exchange contracts (23) 56
 (82) Other expense/(income)
Foreign exchange contracts (excluded component) 
 3
 
 Other expense/(income)
Cross-currency contracts 43
 (4) 
 Other expense/(income)
Cross-currency contracts (excluded component) 28
 1
 
 Other expense/(income)
Net investment hedges:        
Foreign exchange contracts 13
 (11) (23) Other expense/(income)
Foreign exchange contracts (excluded component) (1) (3) 
 Interest expense
Cross-currency contracts (67) 214
 (184) Other expense/(income)
Cross-currency contracts (excluded component) 30
 13
 
 Interest expense
Total gains/(losses) recognized in statements of comprehensive income $(11) $331
 $(330)  



Derivative Impact on the Statements of Comprehensive Income:
The following tables present the pre-tax effectamounts of derivative instruments ongains/(losses) reclassified from accumulated other comprehensive income/(losses) to net income/(loss) and the consolidated statements ofaffected income and statements of comprehensive income:statement line items (in millions):
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 Commodity Contracts Foreign Exchange
Contracts
 Cross-Currency Contracts Interest Rate Contracts Commodity Contracts Foreign Exchange
Contracts
 Cross-Currency Contracts Interest Rate
Contracts
 (in millions)
Derivatives designated as hedging instruments:               
Cash flow hedges:               
Gains/(losses) recognized in other comprehensive income/(loss) (effective portion)$
 $(123) $
 $
 $
 $48
 $
 $(8)
                
Net investment hedges:               
Gains/(losses) recognized in other comprehensive income/(loss) (effective portion)
 (23) (184) 
 
 45
 147
 
Total gains/(losses) recognized in other comprehensive income/(loss) (effective portion)$
 $(146) $(184) $
 $
 $93
 $147
 $(8)
                
Cash flow hedges reclassified to net income/(loss):               
Net sales$
 $
 $
 $
 $
 $6
 $
 $
Cost of products sold (effective portion)
 
 
 
 
 41
 
 
Other expense/(income), net
 (81) 
 
 
 38
 
 
Interest expense
 
 
 (4) 
 
 
 (4)
 
 (81) 
 (4) 
 85
 
 (4)
Derivatives not designated as hedging instruments:               
Gains/(losses) on derivatives recognized in cost of products sold(37) 
 
 
 9
 
 
 
Gains/(losses) on derivatives recognized in other expense/(income), net
 54
 (2) 
 
 (63) (3) 
 (37) 54
 (2) 
 9
 (63) (3) 
Total gains/(losses) recognized in statements of income$(37) $(27) $(2) $(4) $9
 $22
 $(3) $(4)


 December 28, 2019 December 29, 2018
 Cost of products sold Interest expense Other expense/ (income) Cost of products sold Interest expense Other expense/ (income)
Total amounts presented in the consolidated statements of income in which the following effects were recorded$16,830
 $1,361
 $(952) $17,347
 $1,284
 $(168)
            
Gains/(losses) related to derivatives designated as hedging instruments:           
Cash flow hedges:           
Foreign exchange contracts$23
 $
 $(22) $(2) $
 $56
Foreign exchange contracts (excluded component)
 
 
 (2) 
 3
Interest rate contracts
 (4) 
 
 (4) 
Cross-currency contracts
 
 23
 
 
 (7)
Cross-currency contracts (excluded component)
 
 28
 
 
 1
Net investment hedges:           
Foreign exchange contracts
 
 (6) 
 
 
Foreign exchange contracts (excluded component)
 (1) 
 
 (3) 
Cross-currency contracts (excluded component)
 30
 
 
 13
 
Gains/(losses) related to derivatives not designated as hedging instruments:           
Commodity contracts43
 
 
 (44) 
 
Foreign exchange contracts
 
 (1) 
 
 (84)
Cross-currency contracts
 
 11
 
 
 4
Total gains/(losses) recognized in statements of income$66
 $25
 $33
 $(48) $6
 $(27)
 December 30, 2017
 Cost of products sold Interest expense Other expense/ (income)
Total amounts presented in the consolidated statements of income in which the following effects were recorded$17,043
 $1,234
 $(627)
      
Gains/(losses) related to derivatives designated as hedging instruments:     
Cash flow hedges:     
Foreign exchange contracts$
 $
 $(81)
Interest rate contracts
 (4) 
Gains/(losses) related to derivatives not designated as hedging instruments:     
Commodity contracts(37) 
 
Foreign exchange contracts
 
 54
Cross-currency contracts
 
 (2)
Total gains/(losses) recognized in statements of income$(37) $(4) $(29)

 January 3,
2016
(53 weeks)
 Commodity Contracts Foreign Exchange Contracts Cross-Currency Contracts Interest Rate Contracts
 (in millions)
Derivatives designated as hedging instruments:       
Cash flow hedges:       
Gains/(losses) recognized in other comprehensive income/(loss) (effective portion)$
 $73
 $
 $(111)
        
Net investment hedges:       
Gains/(losses) recognized in other comprehensive income/(loss) (effective portion)
 
 736
 
Total gains/(losses) recognized in other comprehensive income/(loss) (effective portion)$
 $73
 $736
 $(111)
        
Cash flow hedges reclassified to net income/(loss):       
Net sales$
 $(2) $
 $
Cost of products sold (effective portion)
 45
 
 
Other expense/(income), net
 1
 
 
Interest expense
 
 
 (239)
 
 44
 
 (239)
Derivatives not designated as hedging instruments:       
Gains/(losses) on derivatives recognized in cost of products sold(57) 
 
 
Gains/(losses) on derivatives recognized in other expense/(income), net
 92
 53
 8
 (57) 92
 53
 8
Total gains/(losses) recognized in statements of income$(57) $136
 $53
 $(231)
Non-Derivative Impact on Statements of Comprehensive Income:
Related to our non-derivative, foreign denominated debt instruments designated as net investment hedges, we recognized a pre-tax lossgains of $52 million in 2019 and $174 million in 2018 and pre-tax losses of $425 million in 2017, and pre-tax gains of $234 million in 2016 and $65 million in 2015.2017. These amounts were recognized in other comprehensive income/(loss) for the periods then ended..



Note 12.14. Accumulated Other Comprehensive Income/(Losses)
The components of, and changes in, accumulated other comprehensive income/(losses), net of tax, were as follows (in millions):
 Foreign Currency Translation Adjustments Net Postemployment Benefit Plan Adjustments Net Cash Flow Hedge Adjustments Total
Balance as of December 31, 2016$(2,413) $772
 $12
 $(1,629)
Foreign currency translation adjustments1,179
 
 
 1,179
Net deferred gains/(losses) on net investment hedges(353) 
 
 (353)
Net deferred gains/(losses) on cash flow hedges
 
 (113) (113)
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
 
 85
 85
Net postemployment benefit gains/(losses) arising during the period
 86
 
 86
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
 (309) 
 (309)
Total other comprehensive income/(loss)826
 (223) (28) 575
Balance as of December 30, 2017(1,587) 549
 (16) (1,054)
Foreign currency translation adjustments(1,173) 
 
 (1,173)
Net deferred gains/(losses) on net investment hedges284
 
 
 284
Amounts excluded from the effectiveness assessment of net investment hedges7
 
 
 7
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)(7) 
 
 (7)
Net deferred gains/(losses) on cash flow hedges
 
 99
 99
Amounts excluded from the effectiveness assessment of cash flow hedges
 
 2
 2
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
 
 (44) (44)
Net postemployment benefit gains/(losses) arising during the period
 61
 
 61
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
 (118) 
 (118)
Total other comprehensive income/(loss)(889) (57) 57
 (889)
Balance as of December 29, 2018(2,476) 492
 41
 (1,943)
Foreign currency translation adjustments239
 
 
 239
Net deferred gains/(losses) on net investment hedges1
 
 
 1
Amounts excluded from the effectiveness assessment of net investment hedges22
 
 
 22
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)(16) 
 
 (16)
Net deferred gains/(losses) on cash flow hedges
 
 (10) (10)
Amounts excluded from the effectiveness assessment of cash flow hedges
 
 29
 29
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)
 
 (41) (41)
Net postemployment benefit gains/(losses) arising during the period
 (69) 
 (69)
Net postemployment benefit losses/(gains) reclassified to net income/(loss)
 (234) 
 (234)
Cumulative effect of accounting standards adopted in the period(a)

 114
 22
 136
Total other comprehensive income/(loss)246
 (189) 
 57
Balance at December 28, 2019$(2,230) $303
 $41
 $(1,886)

(a)
In the first quarter of 2019, we adopted ASU 2018-02 related to reclassifying tax effects stranded in accumulated other comprehensive income/(losses). See Note 3, New Accounting Standards, for additional information.

 Foreign Currency Translation Adjustments Net Postemployment Benefit Plan Adjustments Net Cash Flow Hedge Adjustments Total
Balance as of December 28, 2014$(574) $61
 $(61) $(574)
Foreign currency translation adjustments(1,578) 
 
 (1,578)
Net deferred gains/(losses) on net investment hedges506
 
 
 506
Net postemployment benefit gains/(losses) arising during the period
 946
 
 946
Reclassification of net postemployment benefit losses/(gains)
 (85) 
 (85)
Net deferred gains/(losses) on cash flow hedges
 
 (6) (6)
Net deferred losses/(gains) on cash flow hedges reclassified to net income
 
 120
 120
Total other comprehensive income/(loss)(1,072) 861
 114
 (97)
Balance as of January 3, 2016$(1,646) $922
 $53
 $(671)
Foreign currency translation adjustments(992) 
 
 (992)
Net deferred gains/(losses) on net investment hedges226
 
 
 226
Net postemployment benefit gains/(losses) arising during the period
 57
 
 57
Reclassification of net postemployment benefit losses/(gains)
 (207) 
 (207)
Net deferred gains/(losses) on cash flow hedges
 
 46
 46
Net deferred losses/(gains) on cash flow hedges reclassified to net income
 
 (87) (87)
Total other comprehensive income/(loss)(766) (150) (41) (957)
Balance as of December 31, 2016$(2,412) $772
 $12
 $(1,628)
Foreign currency translation adjustments1,178
 
 
 1,178
Net deferred gains/(losses) on net investment hedges(353) 
 
 (353)
Net postemployment benefit gains/(losses) arising during the period
 86
 
 86
Reclassification of net postemployment benefit losses/(gains)
 (309) 
 (309)
Net deferred gains/(losses) on cash flow hedges
 
 (113) (113)
Net deferred losses/(gains) on cash flow hedges reclassified to net income
 
 85
 85
Total other comprehensive income/(loss)825
 (223) (28) 574
Balance as of December 30, 2017$(1,587) $549
 $(16) $(1,054)

Reclassification of net postemployment benefit losses/(gains) included amounts reclassified to net income and amounts reclassified into inventory (consistent with our capitalization policy).

The gross amount and related tax benefit/(expense) recorded in, and associated with, each component of other comprehensive income/(loss) were as follows (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
 Before Tax Amount Tax Net of Tax Amount Before Tax Amount Tax Net of Tax Amount Before Tax Amount Tax Net of Tax Amount
Foreign currency translation adjustments$239
 $
 $239
 $(1,173) $
 $(1,173) $1,179
 $
 $1,179
Net deferred gains/(losses) on net investment hedges(2) 3
 1
 377
 (93) 284
 (632) 279
 (353)
Amounts excluded from the effectiveness assessment of net investment hedges29
 (7) 22
 10
 (3) 7
 
 
 
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)(23) 7
 (16) (10) 3
 (7) 
 
 
Net deferred gains/(losses) on cash flow hedges(16) 6
 (10) 116
 (17) 99
 (123) 10
 (113)
Amounts excluded from the effectiveness assessment of cash flow hedges30
 (1) 29
 2
 
 2
 
 
 
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)(48) 7
 (41) (45) 1
 (44) 85
 
 85
Net actuarial gains/(losses) arising during the period(65) (5) (70) 74
 (16) 58
 116
 (47) 69
Prior service credits/(costs) arising during the period1
 
 1
 6
 (3) 3
 25
 (8) 17
Net postemployment benefit losses/(gains) reclassified to net income/(loss)(312) 78
 (234) (156) 38
 (118) (502) 193
 (309)

 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 Before Tax Amount Tax Net of Tax Amount Before Tax Amount Tax Net of Tax Amount Before Tax Amount Tax Net of Tax Amount
Foreign currency translation adjustments$1,178
 $
 $1,178
 $(992) $
 $(992) $(1,578) $
 $(1,578)
Net deferred gains/(losses) on net investment hedges(632) 279
 (353) 426
 (200) 226
 801
 (295) 506
Net actuarial gains/(losses) arising during the period116
 (47) 69
 (78) 38
 (40) 65
 (42) 23
Prior service credits/(costs) arising during the period25
 (8) 17
 158
 (61) 97
 1,500
 (577) 923
Reclassification of net postemployment benefit losses/(gains)(502) 193
 (309) (338) 131
 (207) (132) 47
 (85)
Net deferred gains/(losses) on cash flow hedges(123) 10
 (113) 40
 6
 46
 (38) 32
 (6)
Net deferred losses/(gains) on cash flow hedges reclassified to net income85
 
 85
 (81) (6) (87) 195
 (75) 120


The amounts reclassified from accumulated other comprehensive income/(losses) were as follows (in millions):
Accumulated Other Comprehensive Income/(Losses) Component  Reclassified from Accumulated Other Comprehensive Income/(Losses) to Net Income/(Loss) Affected Line Item in the Statements of Income
  December 28, 2019 December 29, 2018 December 30, 2017  
Losses/(gains) on net investment hedges:        
Foreign exchange contracts(a)
 $6
 $
 $
 Other expense/(income)
Foreign exchange contracts(b)
 1
 3
 
 Interest expense
Cross-currency contracts(b)
 (30) (13) 
 Interest expense
Losses/(gains) on cash flow hedges:       
Foreign exchange contracts(c)
 (23) 4
 
 Cost of products sold
Foreign exchange contracts(c)
 22
 (59) 81
 Other expense/(income)
Cross-currency contracts(b)
 (51) 6
 
 Other expense/(income)
Interest rate contracts(d)
 4
 4
 4
 Interest expense
Losses/(gains) on hedges before income taxes (71) (55) 85
  
Losses/(gains) on hedges, income taxes 14
 4
 
  
Losses/(gains) on hedges $(57) $(51) $85
  
         
Losses/(gains) on postemployment benefits:       
Amortization of unrecognized losses/(gains)(e)
 $(7) $2
 $1
  
Amortization of prior service costs/(credits)(e)
 (306) (311) (328)  
Settlement and curtailment losses/(gains)(e)
 
 153
 (175)  
Other losses/(gains) on postemployment benefits 1
 
 
  
Losses/(gains) on postemployment benefits before income taxes (312) (156) (502)  
Losses/(gains) on postemployment benefits, income taxes 78
 38
 193
  
Losses/(gains) on postemployment benefits $(234) $(118) $(309)  
Accumulated Other Comprehensive Income/(Losses) Component  Reclassified from Accumulated Other Comprehensive Income/(Losses) Affected Line Item in the Statement Where Net Income/(Loss) is Presented
  December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
  
Losses/(gains) on cash flow hedges:    
  
Foreign exchange contracts $
 $(6)
$2
 Net sales
Foreign exchange contracts 
 (41)
(45) Cost of products sold
Foreign exchange contracts 81
 (38) (1) Other expense/(income), net
Interest rate contracts 4
 4

239
 Interest expense
Losses/(gains) on cash flow hedges before income taxes 85
 (81)
195
  
Losses/(gains) on cash flow hedges, income taxes 
 (6)
(75)  
Losses/(gains) on cash flow hedges $85
 $(87)
$120
  
         
Losses/(gains) on postemployment benefits:    
  
Amortization of unrecognized losses/(gains) $1
 $(1) $3
 (a)
Amortization of prior service costs/(credits) (328) (362)
(112) (a)
Settlement and curtailment losses/(gains) (175) 25

(23) (a)
Losses/(gains) on postemployment benefits before income taxes (502) (338)
(132)  
Losses/(gains) on postemployment benefits, income taxes 193
 131

47
  
Losses/(gains) on postemployment benefits $(309) $(207)
$(85)  

(a)Represents the reclassification of hedge losses/(gains) resulting from the complete or substantially complete liquidation of our investment in the underlying foreign operations.
(b)Represents recognition of the excluded component in net income/(loss).
(c)Includes amortization of the excluded component and the effective portion of the related hedges.
(d)Represents amortization of realized hedge losses that were deferred into accumulated other comprehensive income/(losses) through the maturity of the related long-term debt instruments.
(e)
These components are included in the computation of net periodic postemployment benefit costs. See Note 10, 12, Postemployment Benefits, for additional information.
In this note we have excluded activity and balances related to noncontrolling interest (whichdue to its insignificance. This activity was primarily comprised ofrelated to foreign currency translation adjustments) due to its insignificance.adjustments.

Note 13.15. Venezuela - Foreign Currency and Inflation
We have a subsidiary in Venezuela that manufactures and sells a variety of products, primarily in the condiments and sauces and infant and nutrition categories. We apply highly inflationary accounting to the results of our Venezuelan subsidiary and include these results in our consolidated financial statements. Under highly inflationary accounting, the functional currency of our Venezuelan subsidiary is the U.S. dollar (the reporting currency of Kraft Heinz), although the majority of its transactions are in Venezuelan bolivars. As a result, we must revalue the results of our Venezuelan subsidiary to U.S. dollars.


As of December 28, 2019, companies and individuals are allowed to use an auction-based system at private and public banks to obtain foreign currency. This is the only foreign currency exchange mechanism legally available to us for converting Venezuelan bolivars to U.S. dollars. Published daily by the Banco Central de Venezuela, the exchange rate (“BCV Rate”) is calculated as the weighted average rate of participating banking institutions with active exchange operations. We believe the BCV Rate is the most appropriate legally available rate at which to translate the results of our Venezuelan subsidiary. Therefore, we revalue the income statement using the weighted average BCV Rates, and we revalue the bolivar-denominated monetary assets and liabilities at the period-end BCV Rate. The resulting revaluation gains and losses are recorded in current net income/(loss), rather than accumulated other comprehensive income/(losses). These gains and losses are classified within other expense/(income) as nonmonetary currency devaluation on our consolidated statements of income.
The BCV Rate at December 28, 2019 was BsS45,874.81 per U.S. dollar compared to BsS638.18 at December 29, 2018. The weighted average rate was BsS13,955.68 for 2019, BsS25.06 for 2018, and BsS0.02 for 2017. Remeasurements of the bolivar-denominated monetary assets and liabilities and operating results of our Venezuelan subsidiary at BCV Rates resulted in nonmonetary currency devaluation losses of $10 million in 2019, $146 million in 2018, and $36 million in 2017. These losses were recorded in other expense/(income) in the consolidated statements of income.
Our Venezuelan subsidiary obtains U.S. dollars through private and public bank auctions, royalty payments, and exports. These U.S. dollars are primarily used for purchases of tomato paste and spare parts for manufacturing, as well as a limited amount of other operating costs. As of December 28, 2019, our Venezuelan subsidiary had sufficient U.S. dollars to fund these operational needs in the foreseeable future. However, further deterioration of the economic environment or regulation changes could jeopardize our export business.
In addition to the bank auctions described above, there is an unofficial market for obtaining U.S. dollars with Venezuelan bolivars. The exact exchange rate is widely debated but is generally accepted to be substantially higher than the latest published BCV Rate. We have not transacted at any unofficial market rates and have no plans to transact at unofficial market rates in the foreseeable future.
Our results of operations in Venezuela reflect a controlled subsidiary. We continue to have sufficient currency liquidity and pricing flexibility to control our operations. However, the continuing economic uncertainty, strict labor laws, and evolving government controls over imports, prices, currency exchange, and payments present a challenging operating environment. Increased restrictions imposed by the Venezuelan government oralong with further deterioration of the economic environment could impact our ability to control our Venezuelan operations and could lead us to deconsolidate our Venezuelan subsidiary in the future. We currently do not expect to make any new investments or contributions into Venezuela.
At December 30, 2017, there were two exchange rates legally available to us for converting Venezuelan bolivars to U.S. dollars, including:
the official exchange rate of BsF10 per U.S. dollar available through the Sistema de Divisa Protegida (“DIPRO”) for purchases and sales of essential items, including food products; and
an alternative exchange rate available through the Sistema de Divisa Complementaria (“DICOM”) for all transactions not covered by DIPRO. The published DICOM rate was BsF3,345 per U.S. dollar at December 30, 2017.
We have had no settlements at the DIPRO rate in 2017. At December 30, 2017, we had outstanding requests of $26 million for payment of invoices for the purchase of ingredients and packaging materials for the years 2012 through 2015, all of which were requested for payment at BsF6.30 per U.S. dollar (the official exchange rate until March 10, 2016).
We have had access to U.S. dollars at DICOM rates in 2017. However, since September 2017 the Venezuelan government has not held any auctions through which we obtain U.S. dollars at DICOM rates. Accordingly, we did not have access to U.S. dollars at DICOM rates in the fourth quarter of 2017.
In addition to DIPRO and DICOM, there is an unofficial market for obtaining U.S. dollars with Venezuelan bolivars. The exact exchange rate is widely debated but is generally accepted to be substantially higher than the latest published DICOM rate. We have not transacted at any unofficial market rates in 2017 and have no plans to transact at unofficial market rates in the foreseeable future.
Outside of accessing the DICOM market, our Venezuelan subsidiary obtains U.S. dollars through exports. These U.S. dollars are primarily used for purchases of tomato paste and spare parts for manufacturing, as well as a limited amount of other operating costs. As of December 30, 2017, our Venezuelan subsidiary has sufficient U.S. dollars to fund these operational needs in the foreseeable future. However, further deterioration of the economic environment or regulation changes could jeopardize our export business. Our Venezuelan subsidiary has increasingly sourced production inputs locally, including tomato paste and sugar, in order to reduce reliance on U.S. dollars, which we expect to continue in the foreseeable future.
As of December 30, 2017, we believe the DICOM rate is the most appropriate legally available rate at which to translate the results of our Venezuelan subsidiary. We continue to monitor the DICOM rate, and the nonmonetary assets supported by the underlying operations in Venezuela, for impairment.
We remeasure the monetary assets and liabilities, as well as the operating results, of our Venezuelan subsidiary at DICOM rates. These remeasurements resulted in a nonmonetary currency devaluation loss of $36 million in 2017, $24 million in 2016, and $234 million in 2015. These amounts were recorded in other expense/(income), net, in the consolidated statements of income.
In the second quarter of 2016, we assessed the nonmonetary assets of our Venezuelan subsidiary for impairment, resulting in a $53 million loss to write down property, plant and equipment, net, and prepaid spare parts, which was recorded within cost of products sold in the consolidated statement of income.
In the second quarter of 2015, we reevaluated the rate used to remeasure the monetary assets and liabilities of our Venezuelan subsidiary and determined that the DICOM rate was the most appropriate legally available rate. Prior to DICOM, we used the official exchange rate of BsF6.30 per U.S. dollar. This change resulted in a nonmonetary currency devaluation loss of $234 million. Additionally, we assessed the nonmonetary assets of our Venezuelan subsidiary for impairment, which resulted in a $49 million loss to write down inventory to the lower of cost or net realizable value. This amount was recorded in cost of products sold in the consolidated statement of income.

Note 14.16. Financing Arrangements
We utilizeenter into various structured payable and product financing arrangements to facilitate supply from our vendors. Balance sheet classification is based on the nature of the arrangements. For certain arrangements, we have concluded that our obligations to our suppliers, including amounts due and scheduled payment terms, are impacted by their participation in the program and therefore we classify amounts outstanding within other current liabilities on our consolidated balance sheets. We had approximately $253 million at December 28, 2019 and approximately $267 million at December 29, 2018 on our consolidated balance sheets related to these arrangements.
We have utilized accounts receivable securitization and factoring programs (the “Programs”) globally for our working capital needs and to provide efficient liquidity. During 2018, we had Programs in place in various countries across the globe. In the second quarter of 2018, we unwound our U.S. securitization program, which represented the majority of our Programs, using proceeds from the issuance of long-term debt in June 2018. As of December 29, 2018, we had unwound all of our Programs. As a result, there were 0 related amounts on our consolidated balance sheets at December 28, 2019 or December 29, 2018.

We operate theseoperated the Programs such that we generally utilizeutilized the majority of the available aggregate cash consideration limits. We accountaccounted for transfers of receivables pursuant to the Programs as a sale and removeremoved them from our condensed consolidated balance sheets. Under the Programs, we generally receivereceived cash consideration up to a certain limit and recordrecorded a non-cash exchange for sold receivables for the remainder of the purchase price. We maintainmaintained a “beneficial interest,” or a right to collect cash, in the sold receivables. Cash receipts from the payments on sold receivables (which are cash receipts on the underlying trade receivables that have already been securitized in these Programs) arewere classified as investing activities and presented as cash receipts on sold receivables on our condensed consolidated statements of cash flows.
At December 30, 2017, we had accounts receivable securitization and factoring programs in place in the U.S. and in various countries across the globe. Generally, each of these programs automatically renews annually until terminated by either party, except our U.S. securitization program, which expires in May 2018. Additionally, our U.S. securitization program utilizes a bankruptcy-remote special-purpose entity (“SPE”). The SPE is wholly-owned by a subsidiary of Kraft Heinz and its sole business consists of the purchase or acceptance, through capital contributions of receivables and related assets, from a Kraft Heinz subsidiary and subsequent transfer of such receivables and related assets to a bank. Although the SPE is included in our consolidated financial statements, it is a separate legal entity with separate creditors who will be entitled, upon its liquidation, to be satisfied out of the SPE's assets prior to any assets or value in the SPE becoming available to Kraft Heinz or its subsidiaries.
The carrying value of trade receivables removed from our condensed consolidated balance sheets in connection with the Programs was $1.0 billion at December 30, 2017 and $1.0 billion at December 31, 2016. In exchange for the sale of trade receivables, we received cash of $673 million at December 30, 2017 and $904 million at December 31, 2016 and recorded sold receivables of $353 million at December 30, 2017 and $129 million at December 31, 2016. The carrying value of sold receivables approximated the fair value at December 30, 2017 and December 31, 2016.
We act as servicer for certain of the Programs and did not record any related servicing assets or liabilities as of December 30, 2017 or December 31, 2016 because they were not material to the financial statements.
Additionally, we enter into various structured payable arrangements to facilitate supply from our vendors. Balance sheet classification is based on the nature of the agreements with our various vendors. For certain arrangements, we classify amounts outstanding within other current liabilities on our consolidated balance sheets. We had approximately $188 million on our consolidated balance sheets at December 30, 2017 related to these arrangements. There were no amounts related to these arrangements on our consolidated balance sheets at December 31, 2016.


Note 15.17. Commitments and Contingencies
Legal Proceedings:Proceedings
We are routinely involved in legal proceedings, claims, and governmental inquiries, inspections, or investigations (“Legal Matters”) arising in the ordinary course of our business. While we cannot predict with certainty the results of Legal Matters in which we are currently involved or may in the future be involved, we do not expect that the ultimate costs to resolve any of the Legal Matters that are currently pending will have a material adverse effect on our financial condition, or results of operations.operations, or cash flows.
Leases:Class Actions and Stockholder Derivative Actions:
Rental expensesWe and certain of our current and former officers and directors are currently defendants in 3 securities class action lawsuits filed in February, March, and April 2019. The first filed action, Hedick v. The Kraft Heinz Company, was filed on February 24, 2019 against the Company and 3 of its officers (the “Hedick Action”). The second filed action, Iron Workers District Council (Philadelphia and Vicinity) Retirement and Pension Plan v. The Kraft Heinz Company, was filed on March 15, 2019 against, among others, the Company and 6 of its current and former officers (the “Iron Workers Action”). The third filed action, Timber Hill LLC v. The Kraft Heinz Company, was filed on April 25, 2019 against, among others, the Company and 7 of its current and former officers and directors (the “Timber Hill Action”). All of these securities class action lawsuits were filed in the United States District Court for leasesthe Northern District of warehouse, production,Illinois. Another securities class action lawsuit, Walling v. Kraft Heinz Company, was filed on February 26, 2019 in the United States District Court for the Western District of Pennsylvania against, among others, the Company and office facilities6 of its current and equipmentformer officers (the “Walling Action”). Plaintiff in the Walling Action filed a notice of voluntary dismissal of his complaint, without prejudice, on April 26, 2019.
On October 8, 2019, the court entered an order consolidating these lawsuits into 1 proceeding and appointing lead plaintiffs and lead plaintiffs’ counsel. Lead plaintiffs, Union Asset Management Holding AG and Sjunde AP-Fonden, filed a consolidated amended complaint on January 6, 2020, adding 3G Capital, Inc. and several of its subsidiaries and affiliates (the “3G Entities”) as party defendants. The consolidated amended complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, based on allegedly materially false or misleading statements and omissions in public statements, press releases, investor presentations, earnings calls, and SEC filings regarding the Company’s business, financial results, and internal controls, and further alleges the 3G Entities engaged in insider trading and misappropriated the Company’s material, non-public information. The plaintiffs seek damages in an unspecified amount, attorneys’ fees and other relief.
In addition, our Employee Benefits Administration Board and certain of our current and former officers and employees are currently defendants in 1 class action lawsuit, Osborne v. Employee Benefits Administration Board of Kraft Heinz, which was filed on March 19, 2019 in the United States District Court for the Western District of Pennsylvania. Plaintiffs in the lawsuit purport to represent a class of current and former employees who were $183 millionparticipants in and beneficiaries of various retirement plans which were co-invested in a commingled investment fund known as the Kraft Foods Savings Plan Master Trust (the “Master Trust”) during the period of May 4, 2017 $149 millionthrough February 21, 2019. An amended complaint was filed on June 28, 2019. The amended complaint alleges violations of Section 502 of the Employee Retirement Income Security Act (“ERISA”) based on alleged breaches of obligations as fiduciaries subject to ERISA by allowing the Master Trust to continue investing in 2016,our common stock, and $160 millionalleges additional breaches of fiduciary duties by current and former officers for their purported failure to monitor Master Trust fiduciaries. The plaintiffs seek damages in 2015.
Minimum rental commitments under non-cancelable operating leases in effect at December 30, 2017 were (in millions):
2018$103
201991
202073
202154
202245
Thereafter165
Total$531
an unspecified amount, attorneys’ fees, and other relief.


Certain of our current and former officers and directors, among others, were also named as defendants in 3 stockholder derivative actions pending in the United States District Court for the Western District of Pennsylvania: Vladimir Gusinsky Revocable Trust v. Hees filed on May 8, 2019, Silverman v. Behring filed on May 15, 2019, and Green v. Behring filed on May 23, 2019, with the Company named as a nominal defendant. On June 14, 2019, plaintiffs in 2 other stockholder derivative actions, DeFabiis v. Hees and Kailas v. Hees, which were filed on April 16, 2019 and May 13, 2019, respectively, in the United States District Court for the Western District of Pennsylvania, filed notices of voluntary dismissal of their complaints, without prejudice. The 3 remaining lawsuits were consolidated, styled as In re Kraft Heinz Shareholder Derivative Litigation, and a consolidated amended complaint was filed on July 31, 2019. The consolidated amended complaint asserts claims under the common law and statutory law of Delaware for alleged breaches of fiduciary duties, unjust enrichment, and contribution for alleged violations of Sections 10(b) and 21D of the Exchange Act and Rule 10b-5 promulgated thereunder, based on allegedly materially false or misleading statements and omissions in public statements and SEC filings, and for implementing cost cutting measures that allegedly damaged the company. The plaintiffs seek damages in an unspecific amount, attorneys’ fees, and other relief.
The 2 plaintiffs who voluntarily dismissed their derivative lawsuits against certain of the Company’s current and former officers and directors subsequently filed new derivative actions in the Delaware Court of Chancery against the 3G Entities, with the Company named as a nominal defendant. The first action, DeFabiis v 3G Capital, Inc., was filed on June 14, 2019, and the second action, Kailas v. 3G Capital, Inc., was filed on October 9, 2019. The complaints allege that the defendant 3G Entities were controlling shareholders who owed fiduciary duties to the Company, and that they breached those duties by allegedly engaging in insider trading and misappropriating the Company’s material, non-public information. The complaints seek relief against the 3G Entities in the form of disgorgement of all profits obtained from alleged insider trading plus an award of attorneys’ fees and costs.
NaN additional derivative lawsuits, Mary Nell Legg Family Trust v. 3G Capital Inc.,General Retirement System of the City of Detroit v. Abel, Gilbert v. Behring, Erste Asset Management GMBH v. 3G Capital, Inc., Hill v. Abel, and Police & Fire Retirement System of the City of Detroit v. Hees, were filed on October 29, 2019, December 11, 2019, January 14, 2020, January 21, 2020, January 31, 2020, and February 7, 2020, respectively, in the Delaware Court of Chancery against certain of the Company’s current and former officers and directors, in addition to the 3G Entities, with the Company named as a nominal defendant. The complaints allege that the defendant 3G Entities were controlling shareholders who owed fiduciary duties to the Company, and that they breached those duties by allegedly engaging in insider trading and misappropriating the Company’s material, non-public information. The complaints allege the remaining defendants breached their fiduciary duties to the Company by purportedly making materially misleading statements and omissions regarding the Company’s financial performance and the impairment of its goodwill and intangible assets, and by purportedly approving or allowing the 3G Entities’ alleged insider trading. The complaints seek relief against the defendants in the form of damages, disgorgement of all profits obtained from the alleged insider trading, and an award of attorneys’ fees and costs.
We intend to vigorously defend against these lawsuits; however, we cannot reasonably estimate the potential range of loss, if any, due to the early stage of these proceedings.
United States Government Investigations:
As previously disclosed on February 21, 2019, we received a subpoena in October 2018 from the SEC related to our procurement area, specifically the accounting policies, procedures, and internal controls related to our procurement function, including, but not limited to, agreements, side agreements, and changes or modifications to agreements with our suppliers. Following the receipt of this subpoena, we, together with external counsel and forensic accountants, and subsequently, under the oversight of the Audit Committee, conducted an internal investigation into our procurement area and related matters. The SEC has issued additional subpoenas seeking information related to our financial reporting, internal controls, disclosures, our assessment of goodwill and intangible asset impairments, our communications with certain shareholders, and other procurement-related information and materials in connection with its investigation. The United States Attorney’s Office for the Northern District of Illinois (“USAO”) is also reviewing this matter. We cannot predict the eventual scope, duration or outcome of any potential SEC legal action or other action or whether it could have a material impact on our financial condition, results of operations, or cash flows. We have been responsive to the ongoing subpoenas and other document requests and will continue to cooperate fully with any governmental or regulatory inquiry or investigation.
Other Commitments and Contingencies
Purchase Obligations:
We have purchase obligations for materials, supplies, property, plant and equipment, and co-packing, storage, and distribution services based on projected needs to be utilized in the normal course of business. Other purchase obligations include commitments for marketing, advertising, capital expenditures, information technology, and professional services.


As of December 30, 2017,28, 2019, our take-or-pay purchase obligations were as follows (in millions):
2020$1,324
2021590
2022448
2023306
2024187
Thereafter89
Total$2,944
2018$1,558
2019724
2020527
2021235
2022211
Thereafter439
Total$3,694

Redeemable Noncontrolling Interest:
In 2017, we commenced operations ofWe have a joint venture with a minority partner to manufacture, package, market, and distribute refrigerated soups and meal sides.food products. We control operations and include this business in our consolidated results. Our minority partner has put options that, if it chooses to exercise, them, would require us to purchase portions of its equity interest at a future date. These put options will become exercisable beginning in 2025 (on the eighth anniversary of the product launch date) at a price to be determined at that time based upon an independent third party valuation. The minority partner’s put options are reflected on our consolidated balance sheets as a redeemable noncontrolling interest. We accrete the redeemable noncontrolling interest to its estimated redemption value over the term of the put options. As ofAt December 30, 2017,28, 2019, we estimate the redemption value to be approximately $100 million.insignificant.
Note 16.18. Debt
Borrowing Arrangements:
On July 6, 2015, together with Kraft Heinz Foods Company (“KHFC”), our wholly100% owned operating subsidiary, we entered into a credit agreement (as amended, the “Credit Agreement”), which provides for a $4.0 billion senior unsecured revolving credit facility (the “Senior Credit Facility”), which matures. In June 2018, we entered into an agreement that became effective on July 6, 2021.2018 to extend the maturity date of our Senior Credit Facility from July 6, 2021 to July 6, 2023 and to establish a $400 million euro equivalent swing line facility, which is available under the $4.0 billion revolving credit facility limit for short-term loans denominated in euros on a same-day basis.
NoNaN amounts were drawn on our Senior Credit Facility at December 30, 2017,28, 2019, at December 31, 2016,29, 2018, or during the years ended December 28, 2019, December 29, 2018, and December 30, 2017, December 31, 2016, and January 3, 2016.2017.
The Senior Credit Facility includes a $1.0 billion sub-limit for borrowings in alternative currencies (i.e., euro, British pound sterling, Canadian dollars, or other lawful currencies readily available and freely transferable and convertible into U.S. dollars), as well as a letter of credit sub-facility of up to $300 million. Subject to certain conditions, we may increase the amount of revolving commitments and/or add additional tranches of term loans in a combined aggregate amount of up to $1.0 billion.
Any committed borrowings under the Senior Credit Facility bear interest at a variable annual rate based on LIBOR/EURIBOR/CDOR loans or an alternate base rate/Canadian prime rate, in each case subject to an applicable margin based upon the long-term senior unsecured, non-credit enhanced debt rating assigned to us. The borrowings under the Senior Credit Facility have interest rates based on, at our election, base rate, LIBOR, EURIBOR, CDOR, or Canadian prime rate plus a spread ranging from 87.5-17587.5 to 175 basis points for LIBOR, EURIBOR, and CDOR loans, and 0-750 to 75 basis points for base rate or Canadian prime rate loans.
The Senior Credit Facility contains representations, warranties, and covenants that are typical for these types of facilities.facilities and could upon the occurrence of certain events of default restrict our ability to access our Senior Credit Facility. Our Senior Credit Facility requires us to maintain a minimum shareholders’ equity (excluding accumulated other comprehensive income/(losses)) of at least $35 billion. We were in compliance with this covenant as of December 30, 2017.28, 2019.
The obligations under the Credit Agreement are guaranteed by Kraft Heinz Foods CompanyKHFC in the case of indebtedness and other liabilities of any subsidiary borrower and by Kraft Heinz in the case of indebtedness and other liabilities of any subsidiary borrower and Kraft Heinz Foods Company.KHFC.
In August 2017, we repaid $600 million aggregate principal amount of our previously outstanding senior unsecured loan facility (the “Term Loan Facility”). Accordingly, there were no0 amounts outstanding on the Term Loan Facility at December 30, 2017. At28, 2019 or December 31, 2016, $600 million aggregate principal amount of our Term Loan Facility was outstanding.29, 2018.

In 2017, we obtainedWe obtain funding through our U.S. and European commercial paper programs. AtWe had 0 commercial paper outstanding at December 30, 2017 we had $448 million28, 2019 or at December 29, 2018. The maximum amount of commercial paper outstanding with a weighted average interest rate of 1.541%. Atduring the year ended December 31, 2016, we had $642 million of commercial paper outstanding, with a weighted average interest rate of 1.074%.28, 2019 was $200 million.


Long-Term Debt:
OurThe following table summarizes our long-term debt consists of the following:obligations.
 
Priority 1
 Maturity Dates 
Interest Rates 2
 Carrying Values 
Priority (a)
 Maturity Dates 
Interest Rates (b)
 Carrying Values
   December 30, 2017 December 31, 2016 December 28, 2019 December 29, 2018
 (in millions) (in millions)
U.S. dollar notes:        
2025 Notes(a)(c)
 Senior Secured Notes February 15, 2025 4.875% $1,192
 $1,191
 Senior Secured Notes February 15, 2025 4.875% $971
 $1,193
Other U.S. dollar notes(c)(e)
 Senior Notes 2018-2046 1.823% - 7.125% 25,165
 25,761
 Senior Notes 2020-2049 2.471% - 7.125% 24,127
 25,551
Euro notes(b)(d)
 Senior Notes 2023-2028 1.500% - 2.250% 3,037
 2,656
 Senior Notes 2023-2028 1.500% - 2.250% 2,834
 2,899
Canadian dollar notes(b)(f)
 Senior Notes 2018-2020 2.214% - 2.700% 794
 743
 Senior Notes July 6, 2020 3.020% 382
 586
British pound sterling notes(b)(d)
 Senior Notes 2027-2030 4.125% - 6.250% 712
 650
Term Loan Facility(e)
 Senior Unsecured Loan 
 
 596
British pound sterling notes:    
2030 Notes(g)
 Senior Secured Notes February 18, 2030 6.250% 170
 165
Other British pound sterling notes(d)
 Senior Notes July 1, 2027 4.125% 519
 504
Other long-term debt Various 2018-2035 0.500% - 5.800% 56
 54
 Various 2020-2035 0.500% - 5.500% 48
 50
Capital lease obligations 120
 108
Finance lease obligations 187
 199
Total long-term debt 31,076
 31,759
 29,238
 31,147
Current portion of long-term debt 2,743
 2,046
 1,022
 377
Long-term debt, excluding current portion $28,333
 $29,713
 $28,216
 $30,770
1
(a)
Priority of debt indicates the order which debt would be paid if all debt obligations were due on the same day. Senior secured debt takes priority over unsecured debt. Senior debt has greater seniority than subordinated debt.
2
(b)
Floating interest rates are stated as of December 30, 2017.28, 2019.
(a)
(c)
The 4.875% Second Lien Senior Secured Notes due February 15, 2025 (the “2025 Notes”) are senior in right of payment of existing and future unsecured and subordinated indebtedness. Kraft Heinz fully and unconditionally guarantees these notes.
(b)
(d)
WeKraft Heinz fully and unconditionally guaranteeguarantees these notes, which were issued by KHFC.
(e)Includes current year issuances (the “2019 Notes”) described below.
(f)Kraft Heinz fully and unconditionally guarantees these notes, which were issued by Kraft Heinz Foods Company.Canada ULC (formerly Kraft Canada Inc.).
(c)    Includes current year issuances (the “New Notes”) described below.
(d)
(g)
Includes £125 million aggregate principal amount ofThe 6.250% Pound Sterling Senior Secured Notes due February 18, 2030 (the “2030 Notes”) previouslywere issued by H.J. Heinz Finance UK Plc and guaranteed byPlc. Kraft Heinz Foods Company, which weand KHFC fully and unconditionally guarantee the 2030 Notes. This guarantee is secured and senior in right of payment of existing and future unsecured and subordinated indebtedness. Kraft Heinz became guarantor of the 2030 Notes in connection with the 2015 Merger.
(e)
We repaid the Term Loan Facility in 2017; therefore, no amounts The 2030 Notes were outstanding, nor was there an applicable maturity date or interest rate, at December 30, 2017.previously only guaranteed by KHFC.
Our long-term debt contains customary representations, covenants, and events of default, and wedefault. We were in compliance with all such covenants at December 30, 2017.28, 2019.
At December 29, 2018, our long-term debt excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information.
At December 30, 2017,28, 2019, aggregate principal maturities of our long-term debt excluding capitalfinance leases were (in millions):
2020$995
2021990
20222,073
20231,678
2024617
Thereafter22,460

2018$2,697
2019355
20203,042
2021691
20223,507
Thereafter20,273
Tender Offers:
On September 3, 2019, KHFC commenced an offer to purchase for cash any and all of its outstanding 5.375% senior notes due February 2020 (the “First Tender Offer”). The First Tender Offer expired on September 9, 2019 with a settlement date of September 10, 2019. Additionally, on September 11, 2019, KHFC commenced an offer to purchase for cash up to the maximum combined aggregate purchase price of $2.5 billion, excluding accrued and unpaid interest, of its outstanding 3.500% senior notes due June 2022, 3.500% senior notes due July 2022, 4.000% senior notes due June 2023, and 4.875% second lien senior secured notes due February 2025 (the “Second Tender Offer”) (collectively with the First Tender Offer, the “Tender Offers”). The Second Tender Offer settled on September 26, 2019.


The aggregate principal amounts of senior notes and second lien senior secured notes before and after the Tender Offers and the amounts validly tendered pursuant to the Tender Offers were (in millions):
 Aggregate Principal Amount Outstanding Before Tender Offers Amount Validly Tendered Aggregate Principal Amount Outstanding After Tender Offers
5.375% senior notes due February 2020$900
 $495
 $405
3.500% senior notes due June 20222,000
 881
 1,119
3.500% senior notes due July 20221,000
 554
 446
4.000% senior notes due June 20231,600
 762
 838
4.875% second lien senior secured notes due February 20251,200
 224
 976

In connection with the Tender Offers, we recognized a loss on extinguishment of debt of $88 million. This loss primarily reflects the payment of early tender premiums and fees associated with the Tender Offers as well as the write-off of unamortized debt issuance costs, premiums, and discounts. We recognized this loss on extinguishment of debt within interest expense on the consolidated statement of income. The cash payments related to the debt extinguishment are classified as cash outflows from financing activities on the consolidated statement of cash flows. In 2019, debt prepayment and extinguishment costs per the consolidated statement of cash flows related to the Tender Offers were $91 million, which reflect the $88 million loss on extinguishment of debt adjusted for the non-cash write-off of unamortized premiums of $10 million, unamortized debt issuance costs of $5 million, and unamortized discounts of $2 million.
Debt Redemptions:
Concurrently with the commencement of the First Tender Offer, we issued a notice of redemption by Kraft Heinz Canada ULC, our 100% owned subsidiary, of all of Kraft Heinz Canada ULC’s outstanding 2.700% Canadian dollar senior notes due July 2020, of which 300 million Canadian dollar aggregate principal amount was outstanding, and a notice of partial redemption by KHFC of $800 million of KHFC’s 2.800% senior notes due July 2020, of which $1.5 billion aggregate principal amount was outstanding (the “First Debt Redemptions”). The effective date of the First Debt Redemptions was October 3, 2019.
Concurrently with the commencement of the Second Tender Offer, we issued a second notice of partial redemption providing for the redemption of $500 million aggregate principal amount of KHFC’s remaining 2.800% senior notes due July 2020 (the “Second Debt Redemption”) (collectively with the First Debt Redemptions, the “2019 Debt Redemptions”). The effective date of the Second Debt Redemption was October 11, 2019.
The aggregate principal amounts of senior notes before and after the 2019 Debt Redemptions were (in millions):
 Aggregate Principal Amount Outstanding Before Redemptions Amount Redeemed Aggregate Principal Amount Outstanding After Redemptions
2.700% Canadian dollar senior notes due July 2020C$300
 C$300
 C$
2.800% senior notes due July 2020$1,500
 $1,300
 $200

In connection with the 2019 Debt Redemptions we recognized a loss on extinguishment of debt of $10 million. This loss primarily reflects the payment of premiums and fees associated with the 2019 Debt Redemptions as well as the write-off of unamortized debt issuance costs. We recognized this loss on extinguishment of debt within interest expense on the consolidated statement of income. The cash payments related to the debt extinguishment are classified as cash outflows from financing activities on the consolidated statement of cash flows. In 2019, debt prepayment and extinguishment costs per the consolidated statement of cash flows related to the 2019 Debt Redemptions were $8 million, which reflect the $10 million loss on extinguishment of debt adjusted for the non-cash write-off of unamortized debt issuance costs of $2 million.


Debt Issuances:
In September 2019, KHFC issued $1.0 billion aggregate principal amount of 3.750% senior notes due April 2030, $500 million aggregate principal amount of 4.625% senior notes due October 2039, and $1.5 billion aggregate principal amount of 4.875% senior notes due October 2049 (collectively, the third“2019 Notes”). The 2019 Notes are fully and unconditionally guaranteed by Kraft Heinz as to payment of principal, premium, and interest on a senior unsecured basis. We used the proceeds from the 2019 Notes to fund the Second Tender Offer and to pay fees and expenses in connection therewith and to fund the Second Debt Redemption. A tabular summary of the 2019 Notes is included below.
  Aggregate Principal Amount
  (in millions)
3.750% senior notes due April 2030 $1,000
4.625% senior notes due October 2039 500
4.875% senior notes due October 2049 1,500
Total senior notes issued $3,000

In June 2018, KHFC issued $300 million aggregate principal amount of 3.375% senior notes due June 2021, $1.6 billion aggregate principal amount of 4.000% senior notes due June 2023, and $1.1 billion aggregate principal amount of 4.625% senior notes due January 2029 (collectively, the “2018 Notes”). The 2018 Notes are fully and unconditionally guaranteed by Kraft Heinz as to payment of principal, premium, and interest on a senior unsecured basis.
We used approximately $500 million of the proceeds from the 2018 Notes in connection with the wind-down of our U.S. securitization program in the second quarter of 2018. We also used proceeds from the 2018 Notes to refinance a portion of our commercial paper borrowings in the second quarter of 2018, to repay certain notes that matured in July and August 2018, and for other general corporate purposes.
In August 2017, Kraft Heinz Foods Company, our wholly owned operating subsidiary,KHFC issued New Notes, including $350 million aggregate principal amount of floating rate senior notes due 2019, $650 million aggregate principal amount of floating rate senior notes due 2021, and $500 million aggregate principal amount of floating rate senior notes due 2022.2022 (collectively, the “2017 Notes”). The 2017 Notes are fully and unconditionally guaranteed by Kraft Heinz as to payment of principal, premium, and interest on a senior unsecured basis.
We used the net proceeds from the New2017 Notes primarily to repay all amounts outstanding under our $600 million Term Loan Facility together with accrued interest thereon, to refinance a portion of our commercial paper program,programs, and for other general corporate purposes.

Debt Issuance Costs:
Debt issuance costs are reflected as a direct deduction of our long-term debt balance on the consolidated balance sheets. We incurred debt issuance costs of $53$25 million in 20162019 and $99$15 million in 2015.2018. Debt issuance costs in 2017 were insignificant. Unamortized debt issuance costs were $114$119 million at December 30, 2017, $12428, 2019 and $115 million at December 31, 2016, and $85 million at January 3, 2016.29, 2018. Amortization of debt issuance costs was $15 million in 2019, $16 million in 2017, $142018, and $16 million in 2016, and $27 million in 2015.2017.
Debt Premium:
Unamortized debt premiums are presented on the consolidated balance sheets as a direct addition to the carrying amount of debt. Unamortized debt premium, net, was $505$358 million at December 30, 201728, 2019 and $585$430 million at December 31, 2016.29, 2018. Amortization of our debt premium, net, was $34 million in 2019, $65 million in 2018, and $81 million in 2017, $88 million in 2016, and $45 million in 2015.2017.
Debt Repayments:
In August 2019, we repaid $350 million aggregate principal amount of senior notes that matured in the period.
In July and August 2018, we repaid $2.7 billion aggregate principal amount of senior notes that matured in the period. We funded these long-term debt repayments primarily with proceeds from the 2018 Notes issued in June 2018.
Additionally, in June 2017, we repaid $2.0 billion aggregate principal amount of senior notes that matured in the period. We funded these long-term debt repayments primarily with cash on hand and our commercial paper programs. Additionally, we repaid our $600 million aggregate principal amount Term Loan Facility in August 2017.
In 2015, we recorded a $341 million loss on extinguishment of debt, which was comprised of a write-off of debt issuance costs and unamortized debt discounts of $236 million in interest expense as well as call premiums of $105 million in other expense/(income), net.

Fair Value of Debt:
At December 30, 2017,28, 2019, the aggregate fair value of our total debt was $33.0$31.1 billion as compared with a carrying value of $31.5$29.2 billion. At December 31, 2016,29, 2018, the aggregate fair value of our total debt was $33.2$30.1 billion as compared with a carrying value of $32.4$31.2 billion. Our short-term debt and commercial paper had carrying values that approximated their fair values at December 28, 2019 and December 29, 2018. We determined the fair value of our long-term debt using Level 2 inputs. Fair values are generally estimated based on quoted market prices for identical or similar instruments.

Subsequent Event:
We repaid approximately $405 million aggregate principal amount of senior notes on February 10, 2020.
Note 17. Capital Stock19. Leases
Preferred StockWe have operating and Warrants
finance leases, primarily for warehouse, production, and office facilities and equipment. Our Amended and Restated Certificate of Incorporation authorizes the issuancelease contracts have remaining contractual lease terms of up to 920,000 shares14 years, some of preferred stock.
On June 7, 2016, we redeemed all 80,000 outstanding shareswhich include options to extend the term by up to 10 years. We include renewal options that are reasonably certain to be exercised as part of the lease term. Additionally, some lease contracts include termination options. We do not expect to exercise the majority of our 9.00% cumulative compounding preferred stock, Series A (“Series A Preferred Stock”)termination options and generally exclude such options when determining the term of our leases. See Note 2, Significant Accounting Policies, for $8.3 billion. We funded this redemptionour lease accounting policy.
The components of our lease costs were (in millions):
 December 28, 2019
Operating lease costs$191
Finance lease costs: 
Amortization of right-of-use assets27
Interest on lease liabilities6
Short-term lease costs13
Variable lease costs1,270
Sublease income(14)
Total lease costs$1,493

Our variable lease costs primarily throughconsist of inventory related costs, such as materials, labor, and overhead components in our manufacturing and distribution arrangements that also contain a fixed component related to an embedded lease. These variable lease costs are determined based on usage or output or may vary for other reasons such as changes in material prices, taxes, or insurance. Certain of our variable lease costs are based on fluctuating indices or rates. These leases are included in our ROU assets and lease liabilities based on the issuanceindex or rate at the lease commencement date. The future variability in these indices and rates is unknown; therefore, it is excluded from our future minimum lease payments and is not a component of our ROU assets or lease liabilities.
Losses/(gains) on sale and leaseback transactions, net, were insignificant for 2019.
Supplemental balance sheet information related to our leases was (in millions, except lease term and discount rate):
 December 28, 2019
 Operating
Leases
 Finance
Leases
Right-of-use assets$542
 $185
Lease liabilities (current)147
 28
Lease liabilities (non-current)454
 158
    
Weighted average remaining lease term6 years
 9 years
Weighted average discount rate4.0% 3.4%




Operating lease ROU assets are included in other non-current assets and finance lease ROU assets are included in property, plant and equipment, net, on our consolidated balance sheets. The current portion of operating lease liabilities is included in other current liabilities, and the current portion of finance lease liabilities is included in the current portion of long-term debt on our consolidated balance sheets. The non-current portion of operating lease liabilities is included in May 2016,other non-current liabilities, and the non-current portion of finance lease liabilities is included in long-term debt on our consolidated balance sheets. At December 28, 2019, operating lease ROU assets, the current portion of operating lease liabilities, and the non-current portion of operating lease liabilities excluded amounts classified as well as other sources of liquidity, including our commercial paper program, U.S. securitization program,held for sale. See Note 4, Acquisitions and cash on hand. In connection with the redemption, all Series A Preferred Stock was canceled and automatically retired.
The 80,000 shares of Series A Preferred Stock were issued in connection with the 2013 Merger, along with warrants to purchase 46 million Heinz common shares, at an exercise price of $0.01 per common share (the “Warrants”)Divestitures, for an aggregate purchase price of $8.0 billion. We allocatedadditional information.
Cash flows arising from lease transactions were (in millions):
 December 28, 2019
Cash paid for amounts included in the measurement of lease liabilities: 
Operating cash inflows/(outflows) from operating leases$(196)
Operating cash inflows/(outflows) from finance leases(6)
Financing cash inflows/(outflows) from finance leases(28)
Right-of-use assets obtained in exchange for lease liabilities: 
Operating leases42
Finance leases12

Future minimum lease payments for leases in effect at December 28, 2019 were (in millions):
 Operating
Leases
 Finance
Leases
2020$168
 $33
2021131
 74
202296
 22
202369
 10
202453
 7
Thereafter167
 80
Total future undiscounted lease payments684
 226
Less imputed interest(83) (40)
Total lease liability$601
 $186

Minimum rental commitments under non-cancelable operating leases in effect at December 29, 2018 under the proceeds to the Series A Preferredprevious lease standard, ASC 840, were (in millions):
2019$185
2020137
2021105
202270
202349
Thereafter148
Total$694

At December 28, 2019, our operating and finance leases that had not yet commenced were insignificant.


Note 20. Capital Stock ($7.6 billion) and the Warrants ($367 million) on a relative fair value basis. In June 2015, Berkshire Hathaway exercised the Warrants to purchase the additional 46 million Heinz common shares, which were subsequently reclassified and changed into approximately 20 million shares of Kraft Heinz common stock.
Common Stock
Our Second Amended and Restated Certificate of Incorporation authorizes the issuance of up to 5.0 billion shares of common stock.
Immediately prior to the consummation of the 2015 Merger, each share of Heinz issued and outstanding common stock was reclassified and changed into 0.443332 of a share of Kraft Heinz common stock. All share and per share amounts have been retroactively adjusted for all historical periods presented prior to the 2015 Merger Date to give effect to this conversion. In the 2015 Merger, all outstanding shares of Kraft common stock were converted into the right to receive, on one-for-one basis, shares of Kraft Heinz common stock.

Shares of common stock issued, in treasury, and outstanding were (in millions of shares):
 Shares Issued Treasury Shares Shares Outstanding
Balance at December 31, 20161,219
 (2) 1,217
Exercise of stock options, issuance of other stock awards, and other2
 
 2
Balance at December 30, 20171,221
 (2) 1,219
Exercise of stock options, issuance of other stock awards, and other3
 (2) 1
Balance at December 29, 20181,224
 (4) 1,220
Exercise of stock options, issuance of other stock awards, and other
 1
 1
Balance at December 28, 20191,224
 (3) 1,221
 Shares Issued Treasury Shares Shares Outstanding
Balance at December 28, 2014377
 
 377
Exercise of warrants20
 
 20
Issuance of common stock to Sponsors222
 
 222
Acquisition of Kraft Foods Group, Inc.593
 
 593
Exercise of stock options, issuance of other stock awards, and other2
 
 2
Balance at January 3, 20161,214
 
 1,214
Exercise of stock options, issuance of other stock awards, and other5
 (2) 3
Balance at December 31, 20161,219
 (2) 1,217
Exercise of stock options, issuance of other stock awards, and other2
 
 2
Balance at December 30, 20171,221
 (2) 1,219

Note 18.21. Earnings Per Share
As a result of the stock conversion prior to the 2015 Merger, all per share data, numbers of shares, and numbers of equity awards outstanding were retroactively adjusted for all historical periods presented prior to the 2015 Merger Date. See Note 1, Background and Basis of Presentation, for additional information.
Our earnings per common share (“EPS”) were:
 December 28, 2019 December 29, 2018 December 30, 2017
 (in millions, except per share data)
Basic Earnings Per Common Share:     
Net income/(loss) attributable to common shareholders$1,935
 $(10,192) $10,941
Weighted average shares of common stock outstanding1,221
 1,219
 1,218
Net earnings/(loss)$1.59
 $(8.36) $8.98
Diluted Earnings Per Common Share:     
Net income/(loss) attributable to common shareholders$1,935
 $(10,192) $10,941
Weighted average shares of common stock outstanding1,221
 1,219
 1,218
Effect of dilutive equity awards3
 
 10
Weighted average shares of common stock outstanding, including dilutive effect1,224
 1,219
 1,228
Net earnings/(loss)$1.58
 $(8.36) $8.91
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
 (in millions, except per share data)
Basic Earnings Per Common Share:     
Net income/(loss) attributable to common shareholders$10,999
 $3,452
 $(266)
Weighted average shares of common stock outstanding1,218
 1,217
 786
Net earnings/(loss)$9.03
 $2.84
 $(0.34)
Diluted Earnings Per Common Share:     
Net income/(loss) attributable to common shareholders$10,999
 $3,452
 $(266)
Weighted average shares of common stock outstanding1,218
 1,217
 786
Effect of dilutive equity awards10
 9
 
Weighted average shares of common stock outstanding, including dilutive effect1,228
 1,226
 786
Net earnings/(loss)$8.95
 $2.81
 $(0.34)

We use the treasury stock method to calculate the dilutive effect of outstanding equity awards in the denominator for diluted EPS. Due to theWe had net losslosses attributable to common shareholders in 2015,2018. Therefore, we excluded the dilutive effects of equity awards and warrants were excluded becausein 2018 as their inclusion would have had an anti-dilutive effect on earnings per share.EPS. Anti-dilutive shares were 10 million in 2019, 13 million in 2018, and 2 million in 2017, 3 million in 2016, and 17 million in 2015.2017.
Note 19.22. Segment Reporting
We manufacture and market food and beverage products, including condiments and sauces, cheese and dairy, meals, meats, refreshment beverages, coffee, and other grocery products, throughout the world.
We manage and report our operating results through four segments. We have three reportable segments defined by geographic region: United States, Canada, and Europe. Our remaining businesses are combined and disclosed as “Rest of World”. Rest of World is comprised of two operating segments: Latin America; and Asia Pacific, Middle East, and Africa (“AMEA”).
In the third quarter of 2017, we announced our plans to reorganize certain of our international businesses to better align our global geographies. These plans include moving our Middle East and Africa businesses from the AMEA segment into the Europe segment, forming the Europe, Middle East, and Africa (“EMEA”) segment. The remaining AMEA businesses will become the Asia Pacific (“APAC”) segment, which will remain in Rest of World. We expect these changes to become effective in the first quarter of 2018. As a result, we expect to restate our Europe and Rest of World segments to reflect these changes for historical periods presented in the first quarter of 2018.

Management evaluates segment performance based on several factors, including net sales and segment adjusted earningsSegment Adjusted EBITDA. Segment Adjusted EBITDA is defined as net income/(loss) from continuing operations before interest tax,expense, other expense/(income), provision for/(benefit from) income taxes, and depreciation and amortization (“Segment Adjusted EBITDA”). Management uses Segment Adjusted EBITDA(excluding integration and restructuring expenses); in addition to evaluate segment performancethese adjustments, we exclude, when they occur, the impacts of integration and allocate resources.restructuring expenses, 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 equity award compensation expense (excluding integration and restructuring expenses). Segment Adjusted EBITDA is a tool that can assist management and investors in comparing our performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our underlying operations. These items include depreciation and amortization (excluding integration and restructuring expenses; including amortization of postretirement benefit plans prior service credits), equity award compensation expense, integration and restructuring expenses, merger 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, gains/(losses) on the sale of a business, and nonmonetary currency devaluation (e.g., remeasurement gains and losses). In addition, consistent with the manner in which management evaluatesManagement uses Segment Adjusted EBITDA to evaluate segment performance and allocates resources, Segment Adjusted EBITDA includes the operating results of Kraft on a pro forma basis, as if Kraft had been acquired as of December 30, 2013. There are no pro forma adjustments to any of the numbers disclosed in this note to the consolidated financial statements except for the Segment Adjusted EBITDA reconciliation.allocate resources.
Management does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not disclose assets by segment.


Net sales by segment were (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
Net sales:     
United States$17,756
 $18,122
 $18,230
Canada1,882
 2,173
 2,177
EMEA2,551
 2,718
 2,585
Rest of World2,788
 3,255
 3,084
Total net sales$24,977
 $26,268
 $26,076
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Net sales:     
United States$18,353
 $18,641
 $10,943
Canada2,190
 2,309
 1,437
Europe2,393
 2,366
 2,656
Rest of World3,296
 3,171
 3,302
Total net sales$26,232
 $26,487
 $18,338

Segment Adjusted EBITDA was (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
Segment Adjusted EBITDA:     
United States$4,809
 $5,218
 $5,873
Canada487
 608
 636
EMEA661
 724
 673
Rest of World363
 635
 590
General corporate expenses(256) (161) (108)
Depreciation and amortization (excluding integration and restructuring expenses)(985) (919) (907)
Integration and restructuring expenses(102) (297) (583)
Deal costs(19) (23) 
Unrealized gains/(losses) on commodity hedges57
 (21) (19)
Impairment losses(1,899) (15,936) (49)
Equity award compensation expense (excluding integration and restructuring expenses)(46) (33) (49)
Operating income3,070
 (10,205) 6,057
Interest expense1,361
 1,284
 1,234
Other expense/(income)(952) (168) (627)
Income/(loss) before income taxes$2,661
 $(11,321) $5,450

 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Segment Adjusted EBITDA:     
United States$6,001
 $5,862
 $4,690
Canada639
 642
 541
Europe781
 781
 938
Rest of World617
 657
 742
General corporate expenses(108) (164) (172)
Depreciation and amortization (excluding integration and restructuring expenses)(583) (536) (779)
Integration and restructuring expenses(457) (1,012) (1,117)
Merger costs
 (30) (194)
Amortization of inventory step-up
 
 (347)
Unrealized gains/(losses) on commodity hedges(19) 38
 41
Impairment losses(49) (53) (58)
Gains/losses on sale of business
 
 21
Nonmonetary currency devaluation
 (4) (57)
Equity award compensation expense (excluding integration and restructuring expenses)(49) (39) (61)
Other pro forma adjustments
 
 (1,549)
Operating income6,773
 6,142
 2,639
Interest expense1,234
 1,134
 1,321
Other expense/(income), net9
 (15) 305
Income/(loss) before income taxes$5,530
 $5,023
 $1,013


Total depreciation and amortization expense by segment was (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
Depreciation and amortization expense:     
United States$609
 $626
 $658
Canada35
 39
 48
EMEA107
 102
 99
Rest of World124
 119
 98
General corporate expenses119
 97
 128
Total depreciation and amortization expense$994
 $983
 $1,031

 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Depreciation and amortization expense:     
United States$661
 $966
 $484
Canada48
 56
 36
Europe96
 84
 86
Rest of World101
 87
 85
General corporate expenses130
 144
 49
Total depreciation and amortization expense$1,036
 $1,337
 $740

The decrease in depreciation and amortization expense in 2017 compared to 2016 was primarily driven by accelerated depreciation recognized in 2016 resulting from factory closures as part of our Integration Program. See Note 3, Integration and Restructuring Expenses, for additional information.
Total capital expenditures by segment were (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
Capital expenditures:     
United States$393
 $388
 $764
Canada27
 21
 42
EMEA134
 124
 127
Rest of World149
 236
 184
General corporate expenses65
 57
 77
Total capital expenditures$768
 $826
 $1,194

 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Capital expenditures:     
United States$764
 $843
 $377
Canada42
 30
 19
Europe125
 109
 106
Rest of World209
 102
 99
General corporate expenses77
 163
 47
Total capital expenditures$1,217
 $1,247
 $648
Net sales by product category were (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
Condiments and sauces$6,406
 $6,752
 $6,429
Cheese and dairy4,890
 5,287
 5,409
Ambient foods2,475
 2,576
 2,564
Meats and seafood2,406
 2,505
 2,567
Frozen and chilled foods2,371
 2,548
 2,578
Refreshment beverages1,504
 1,507
 1,506
Coffee1,271
 1,438
 1,422
Infant and nutrition512
 756
 755
Desserts, toppings and baking1,032
 1,038
 1,033
Nuts and salted snacks966
 967
 970
Other1,144
 894
 843
Total net sales$24,977
 $26,268
 $26,076

Concentration of risk:Risk:
Our largest customer, Walmart Inc., represented approximately 21% of our net sales in 2017, 22% of our net sales in 2016,2019, 2018, and approximately 20% of our net sales in 2015.2017. All of our segments have sales to Walmart Inc.
In the first quarter of 2017, we reorganized the products within our product categories to reflect how we manage our business. We have reflected this change for all historical periods presented. Our net sales by product category were (in millions):
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Condiments and sauces$6,439
 $6,475
 $5,877
Cheese and dairy5,482
 5,619
 2,795
Ambient meals2,310
 2,345
 1,859
Frozen and chilled meals2,578
 2,548
 2,179
Meats and seafood2,609
 2,703
 1,480
Refreshment beverages1,508
 1,524
 665
Coffee1,423
 1,494
 710
Infant and nutrition755
 761
 902
Desserts, toppings and baking956
 981
 521
Nuts and salted snacks937
 1,050
 562
Other1,235
 987
 788
Total net sales$26,232
 $26,487
 $18,338

Geographic Financial Information:
We had significant sales in the United States, Canada, and the United Kingdom. Our net sales by geography were (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
Net sales:     
United States$17,844
 $18,218
 $18,324
Canada1,882
 2,173
 2,177
United Kingdom1,007
 1,071
 1,018
Other4,244
 4,806
 4,557
Total net sales$24,977
 $26,268
 $26,076
 December 30,
2017
(52 weeks)
 December 31,
2016
(52 weeks)
 January 3,
2016
(53 weeks)
Net sales:     
United States$18,353
 $18,641
 $10,943
Canada2,190
 2,309
 1,437
United Kingdom1,021
 1,055
 1,334
Other4,668
 4,482
 4,624
Total net sales$26,232
 $26,487
 $18,338
Other net sales in the table above included net sales to Puerto Rico of $94 million in 2017, $87 million in 2016, and $37 million in 2015.
We had significant long-lived assets in the United States, Canada, and United Kingdom.States. Long-lived assets includeare comprised of property, plant and equipment, goodwill, trademarks, and other intangible assets, net of related depreciation and amortization.accumulated depreciation. Our long-lived assets by geography were (in millions):
 December 28, 2019 December 29, 2018
Long-lived assets:   
United States$5,004
 $5,103
Other2,051
 1,975
Total long-lived assets$7,055
 $7,078

 December 30, 2017 December 31, 2016
Long-lived assets:   
United States$92,129
 $92,243
Canada6,592
 6,172
United Kingdom6,219
 5,669
Other6,453
 6,026
Total long-lived assets$111,393
 $110,110


At December 28, 2019 and December 29, 2018, long-lived assets by geography excluded amounts classified as held for sale. See Note 4, Acquisitions and Divestitures, for additional information.
Note 20.23. Other Financial Data
Consolidated Statements of Income Information
Other expense/(income)
Other expense/(income) consists of the following (in millions):
 December 28, 2019 December 29, 2018 December 30, 2017
Amortization of prior service costs/(credits)$(306) $(311) $(328)
Net pension and postretirement non-service cost/(benefit)(a)
(172) (40) (308)
Loss/(gain) on sale of business(420) 15
 
Interest income(36) (35) (43)
Foreign exchange loss/(gain)10
 166
 13
Other miscellaneous expense/(income)(28) 37
 39
Other expense/(income)$(952) $(168) $(627)
(a)Excludes amortization of prior service costs/(credits).
We present all non-service cost components of net pension cost/(benefit) and net postretirement cost/(benefit) within other expense/(income) on our consolidated statements of income. See Note 12, Postemployment Benefits, for additional information on these components, including any curtailments and settlements, as well as information on our prior service credit amortization. See Note 4, Acquisitions and Divestitures, for additional information related to our loss/(gain) on sale of business. See Note 15, Venezuela - Foreign Currency and Inflation, for information related to our nonmonetary currency devaluation losses. See Note 13, Financial Instruments, for information related to our derivative impacts.
Other expense/(income) was $952 million of income in 2019 compared to $168 million of income in 2018. This increase was primarily driven by a $420 million net gain on sales of businesses in 2019 compared to a $15 million loss on sale of business in 2018, a $162 million non-cash settlement charge in the prior year related to the wind-up of our Canadian salaried and Canadian hourly defined benefit pension plans, and a $136 million decrease in nonmonetary currency devaluation losses related to our Venezuelan operations as compared to the prior year period. The increase also reflects a $28 million gain related to the excluded component on our cross-currency contracts designated as cash flow hedges as compared to the prior period gain of $1 million.
Other expense/(income) was $168 million of income in 2018 compared to $627 million of income in 2017. This decrease was primarily due to a $162 million non-cash settlement charge in 2018 related to the wind-up of our Canadian salaried and Canadian hourly defined benefit pension plans compared to a $177 million non-cash curtailment gain from postretirement plan remeasurements in 2017. This decrease was also driven by a $110 million increase in nonmonetary currency devaluation losses related to our Venezuelan operations. There was also a $15 million loss on sale of business in 2018.
Note 24. Quarterly Financial Data (Unaudited)
Our quarterly financial data for 20172019 and 2016 was:2018 is summarized as follows:
 2017 Quarters
 First Second Third Fourth
 (in millions, except per share data)
Net sales$6,364
 $6,677
 $6,314
 $6,877
Gross profit2,301
 2,681
 2,314
 2,407
Net income/(loss)891
 1,160
 943
 7,996
Net income/(loss) attributable to Kraft Heinz893
 1,159
 944
 8,003
Net income/(loss) attributable to common shareholders893
 1,159
 944
 8,003
Per share data applicable to common shareholders:       
Basic earnings/(loss)0.73
 0.95
 0.78
 6.57
Diluted earnings/(loss)0.73
 0.94
 0.77
 6.52
2016 Quarters2019 Quarters
First Second Third FourthFourth Third Second First
(in millions, except per share data)(in millions, except per share data)
Net sales$6,570
 $6,793
 $6,267
 $6,857
$6,536
 $6,076
 $6,406
 $5,959
Gross profit2,378
 2,531
 2,218
 2,459
2,107
 1,947
 2,082
 2,011
Net income/(loss)900
 955
 843
 944
183
 898
 448
 404
Net income/(loss) attributable to Kraft Heinz896
 950
 842
 944
Net income/(loss) attributable to common shareholders896
 770
 842
 944
182
 899
 449
 405
Per share data applicable to common shareholders:              
Basic earnings/(loss)0.74
 0.63
 0.69
 0.78
0.15
 0.74
 0.37
 0.33
Diluted earnings/(loss)0.73
 0.63
 0.69
 0.77
0.15
 0.74
 0.37
 0.33

Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amounts may not equal the total for the year.
 2018 Quarters
 Fourth Third Second First
 (in millions, except per share data)
Net sales$6,891
 $6,383
 $6,690
 $6,304
Gross profit2,216
 2,094
 2,347
 2,264
Net income/(loss)(12,628) 618
 753
 1,003
Net income/(loss) attributable to common shareholders(12,568) 619
 754
 1,003
Per share data applicable to common shareholders:       
Basic earnings/(loss)(10.30) 0.51
 0.62
 0.82
Diluted earnings/(loss)(10.30) 0.50
 0.62
 0.82

Note 21.25. Supplemental FinancialGuarantor Information
WeKraft Heinz fully and unconditionally guaranteeguarantees the notes issued by our 100% owned operating subsidiary, Kraft Heinz Foods Company. See Note 16, 18, Debt, for additional descriptions of these guarantees. None of our other subsidiaries guarantee thesesuch notes.
Set forth below are the condensed consolidating financial statements presenting the results of operations, financial position, and cash flows of Kraft Heinz (as parent guarantor), Kraft Heinz Foods Company (as subsidiary issuer of the notes), and the non-guarantor subsidiaries on a combined basis and eliminations necessary to arrive at the total reported information on a consolidated basis. This condensed consolidating financial information has been prepared and presented pursuant to the Securities and Exchange CommissionSEC Regulation S-X Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or being Registered.” This information is not intended to present the financial position, results of operations, and cash flows of the individual companies or groups of companies in accordance with U.S. GAAP. Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among the parent guarantor, subsidiary issuer, and the non-guarantor subsidiaries.


The Kraft Heinz Company
Condensed Consolidating Statements of Income
For the Year Ended December 30, 201728, 2019
(in millions)
(Unaudited)
Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations ConsolidatedParent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
Net sales$
 $17,507
 $9,293
 $(568) $26,232
$
 $16,852
 $8,588
 $(463) $24,977
Cost of products sold
 10,710
 6,387
 (568) 16,529

 11,042
 6,251
 (463) 16,830
Gross profit
 6,797
 2,906
 
 9,703

 5,810
 2,337
 
 8,147
Selling, general and administrative expenses, excluding impairment losses
 798
 2,380
 
 3,178
Goodwill impairment losses
 
 1,197
 
 1,197
Intangible asset impairment losses
 
 702
 
 702
Selling, general and administrative expenses
 652
 2,278
 
 2,930

 798
 4,279
 
 5,077
Intercompany service fees and other recharges
 4,308
 (4,308) 
 

 3,377
 (3,377) 
 
Operating income
 1,837
 4,936
 
 6,773
Operating income/(loss)
 1,635
 1,435
 
 3,070
Interest expense
 1,190
 44
 
 1,234

 1,283
 78
 
 1,361
Other expense/(income), net
 (10) 19
 
 9
Other expense/(income)
 (128) (824) 
 (952)
Income/(loss) before income taxes
 657
 4,873
 
 5,530

 480
 2,181
 
 2,661
Provision for/(benefit from) income taxes
 (221) (5,239) 
 (5,460)
 1
 727
 
 728
Equity in earnings of subsidiaries10,999
 10,121
 
 (21,120) 
Equity in earnings/(losses) of subsidiaries1,935
 1,456
 
 (3,391) 
Net income/(loss)10,999
 10,999
 10,112
 (21,120) 10,990
1,935
 1,935
 1,454
 (3,391) 1,933
Net income/(loss) attributable to noncontrolling interest
 
 (9) 
 (9)
 
 (2) 
 (2)
Net income/(loss) excluding noncontrolling interest$10,999
 $10,999
 $10,121
 $(21,120) $10,999
$1,935
 $1,935
 $1,456
 $(3,391) $1,935
                  
Comprehensive income/(loss) excluding noncontrolling interest$11,573
 $11,573
 $7,726
 $(19,299) $11,573
$1,856
 $1,856
 $1,379
 $(3,235) $1,856


The Kraft Heinz Company
Condensed Consolidating Statements of Income
For the Year Ended December 31, 201629, 2018
(in millions)
(Unaudited)
Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations ConsolidatedParent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
Net sales$
 $17,809
 $9,310
 $(632) $26,487
$
 $17,317
 $9,481
 $(530) $26,268
Cost of products sold
 11,156
 6,377
 (632) 16,901

 11,290
 6,587
 (530) 17,347
Gross profit
 6,653
 2,933
 
 9,586

 6,027
 2,894
 
 8,921
Selling, general and administrative expenses, excluding impairment losses
 803
 2,387
 
 3,190
Goodwill impairment losses
 
 7,008
 
 7,008
Intangible asset impairment losses
 
 8,928
 
 8,928
Selling, general and administrative expenses
 970
 2,474
 
 3,444

 803
 18,323
 
 19,126
Intercompany service fees and other recharges
 4,624
 (4,624) 
 

 3,865
 (3,865) 
 
Operating income
 1,059
 5,083
 
 6,142
Operating income/(loss)
 1,359
 (11,564) 
 (10,205)
Interest expense
 1,076
 58
 
 1,134

 1,212
 72
 
 1,284
Other expense/(income), net
 144
 (159) 
 (15)
Other expense/(income)
 (359) 191
 
 (168)
Income/(loss) before income taxes
 (161) 5,184
 
 5,023

 506
 (11,827) 
 (11,321)
Provision for/(benefit from) income taxes
 (372) 1,753
 
 1,381

 112
 (1,179) 
 (1,067)
Equity in earnings of subsidiaries3,632
 3,421
 
 (7,053) 
Equity in earnings/(losses) of subsidiaries(10,192) (10,586) 
 20,778
 
Net income/(loss)3,632
 3,632
 3,431
 (7,053) 3,642
(10,192) (10,192) (10,648) 20,778
 (10,254)
Net income/(loss) attributable to noncontrolling interest
 
 10
 
 10

 
 (62) 
 (62)
Net income/(loss) excluding noncontrolling interest$3,632
 $3,632
 $3,421
 $(7,053) $3,632
$(10,192) $(10,192) $(10,586) $20,778
 $(10,192)
                  
Comprehensive income/(loss) excluding noncontrolling interest$2,675
 $2,675
 $5,717
 $(8,392) $2,675
$(11,081) $(11,081) $(11,550) $22,631
 $(11,081)


The Kraft Heinz Company
Condensed Consolidating Statements of Income
For the Year Ended January 3, 2016December 30, 2017
(in millions)
(Unaudited)
 Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
Net sales$
 $17,397
 $9,247
 $(568) $26,076
Cost of products sold
 11,147
 6,464
 (568) 17,043
Gross profit
 6,250
 2,783
 
 9,033
Selling, general and administrative expenses, excluding impairment losses
 695
 2,232
 
 2,927
Goodwill impairment losses
 
 
 
 
Intangible asset impairment losses
 
 49
 
 49
Selling, general and administrative expenses
 695
 2,281
 
 2,976
Intercompany service fees and other recharges
 4,307
 (4,307) 
 
Operating income/(loss)
 1,248
 4,809
 
 6,057
Interest expense
 1,189
 45
 
 1,234
Other expense/(income)
 (535) (92) 
 (627)
Income/(loss) before income taxes
 594
 4,856
 
 5,450
Provision for/(benefit from) income taxes
 (243) (5,239) 
 (5,482)
Equity in earnings/(losses) of subsidiaries10,941
 10,104
 
 (21,045) 
Net income/(loss)10,941
 10,941
 10,095
 (21,045) 10,932
Net income/(loss) attributable to noncontrolling interest
 
 (9) 
 (9)
Net income/(loss) excluding noncontrolling interest$10,941
 $10,941
 $10,104
 $(21,045) $10,941
          
Comprehensive income/(loss) excluding noncontrolling interest$11,516
 $11,516
 $7,711
 $(19,227) $11,516
 Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
Net sales$
 $10,580
 $8,145
 $(387) $18,338
Cost of products sold
 7,298
 5,666
 (387) 12,577
Gross profit
 3,282
 2,479
 
 5,761
Selling, general and administrative expenses
 1,449
 1,673
 
 3,122
Intercompany service fees and other recharges
 929
 (929) 
 
Operating income
 904
 1,735
 
 2,639
Interest expense
 1,221
 100
 
 1,321
Other expense/(income), net
 140
 165
 
 305
Income/(loss) before income taxes
 (457) 1,470
 
 1,013
Provision for/(benefit from) income taxes
 (192) 558
 
 366
Equity in earnings of subsidiaries634
 899
 
 (1,533) 
Net income/(loss)634
 634
 912
 (1,533) 647
Net income/(loss) attributable to noncontrolling interest
 
 13
 
 13
Net income/(loss) excluding noncontrolling interest$634
 $634
 $899
 $(1,533) $634
          
Comprehensive income/(loss) excluding noncontrolling interest$537
 $537
 $(734) $197
 $537




The Kraft Heinz Company
Condensed Consolidating Balance Sheets
As of December 30, 201728, 2019
(in millions)
(Unaudited)
Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations ConsolidatedParent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
ASSETS                  
Cash and cash equivalents$
 $509
 $1,120
 $
 $1,629
$
 $1,404
 $875
 $
 $2,279
Trade receivables
 91
 830
 
 921
Trade receivables, net
 836
 1,137
 
 1,973
Receivables due from affiliates
 716
 207
 (923) 

 633
 793
 (1,426) 
Dividends due from affiliates135
 
 
 (135) 
Sold receivables
 
 353
 
 353
Income taxes receivable
 1,904
 97
 (1,419) 582

 714
 160
 (701) 173
Inventories
 1,846
 969
 
 2,815

 1,832
 889
 
 2,721
Short-term lending due from affiliates
 1,598
 3,816
 (5,414) 

 1,399
 4,645
 (6,044) 
Prepaid expenses
 193
 191
 
 384
Other current assets
 493
 473
 
 966

 269
 176
 
 445
Assets held for sale
 13
 109
 
 122
Total current assets135
 7,157
 7,865
 (7,891) 7,266

 7,293
 8,975
 (8,171) 8,097
Property, plant and equipment, net
 4,577
 2,543
 
 7,120

 4,420
 2,635
 
 7,055
Goodwill
 11,067
 33,757
 
 44,824

 11,066
 24,480
 
 35,546
Investments in subsidiaries66,034
 80,426
 
 (146,460) 
51,623
 66,492
 
 (118,115) 
Intangible assets, net
 3,222
 56,227
 
 59,449

 2,860
 45,792
 
 48,652
Long-term lending due from affiliates
 1,700
 2,029
 (3,729) 

 207
 2,000
 (2,207) 
Other assets
 515
 1,058
 
 1,573
Other non-current assets
 850
 1,250
 
 2,100
TOTAL ASSETS$66,169
 $108,664
 $103,479
 $(158,080) $120,232
$51,623
 $93,188
 $85,132
 $(128,493) $101,450
LIABILITIES AND EQUITY                  
Commercial paper and other short-term debt$
 $448
 $12
 $
 $460
$
 $5
 $1
 $
 $6
Current portion of long-term debt
 2,577
 166
 
 2,743

 626
 396
 
 1,022
Short-term lending due to affiliates
 3,816
 1,598
 (5,414) 

 4,645
 1,399
 (6,044) 
Trade payables
 2,718
 1,731
 
 4,449

 2,445
 1,558
 
 4,003
Payables due to affiliates
 207
 716
 (923) 

 793
 633
 (1,426) 
Accrued marketing
 236
 444
 
 680

 249
 398
 
 647
Accrued postemployment costs
 
 51
 
 51
Income taxes payable
 
 1,571
 (1,419) 152
Interest payable
 404
 15
 
 419

 372
 12
 
 384
Dividends due to affiliates
 135
 
 (135) 
Other current liabilities135
 473
 570
 
 1,178

 266
 2,239
 (701) 1,804
Liabilities held for sale
 
 9
 
 9
Total current liabilities135
 11,014
 6,874
 (7,891) 10,132

 9,401
 6,645
 (8,171) 7,875
Long-term debt
 27,442
 891
 
 28,333

 27,912
 304
 
 28,216
Long-term borrowings due to affiliates
 2,029
 1,919
 (3,948) 

 2,000
 207
 (2,207) 
Deferred income taxes
 1,245
 12,831
 
 14,076

 1,307
 10,571
 
 11,878
Accrued postemployment costs
 184
 243
 
 427

 34
 239
 
 273
Other liabilities
 716
 301
 
 1,017
Other non-current liabilities
 911
 548
 
 1,459
TOTAL LIABILITIES135
 42,630
 23,059
 (11,839) 53,985

 41,565
 18,514
 (10,378) 49,701
Redeemable noncontrolling interest
 
 6
 
 6

 
 
 
 
Total shareholders’ equity66,034
 66,034
 80,207
 (146,241) 66,034
51,623
 51,623
 66,492
 (118,115) 51,623
Noncontrolling interest
 
 207
 
 207

 
 126
 
 126
TOTAL EQUITY66,034
 66,034
 80,414
 (146,241) 66,241
51,623
 51,623
 66,618
 (118,115) 51,749
TOTAL LIABILITIES AND EQUITY$66,169
 $108,664
 $103,479
 $(158,080) $120,232
$51,623
 $93,188
 $85,132
 $(128,493) $101,450


The Kraft Heinz Company
Condensed Consolidating Balance Sheets
As of December 31, 201629, 2018
(in millions)
(Unaudited)
 Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
ASSETS         
Cash and cash equivalents$
 $202
 $928
 $
 $1,130
Trade receivables, net
 933
 1,196
 
 2,129
Receivables due from affiliates
 870
 341
 (1,211) 
Income taxes receivable
 701
 9
 (558) 152
Inventories
 1,783
 884
 
 2,667
Short-term lending due from affiliates
 1,787
 3,753
 (5,540) 
Prepaid expenses
 198
 202
 
 400
Other current assets
 776
 445
 
 1,221
Assets held for sale
 75
 1,301
 
 1,376
Total current assets
 7,325
 9,059
 (7,309) 9,075
Property, plant and equipment, net
 4,524
 2,554
 
 7,078
Goodwill
 11,067
 25,436
 
 36,503
Investments in subsidiaries51,657
 67,867
 
 (119,524) 
Intangible assets, net
 3,010
 46,458
 
 49,468
Long-term lending due from affiliates
 
 2,000
 (2,000) 
Other non-current assets
 316
 1,021
 
 1,337
TOTAL ASSETS$51,657
 $94,109
 $86,528
 $(128,833) $103,461
LIABILITIES AND EQUITY         
Commercial paper and other short-term debt$
 $
 $21
 $
 $21
Current portion of long-term debt
 363
 14
 
 377
Short-term lending due to affiliates
 3,753
 1,787
 (5,540) 
Trade payables
 2,563
 1,590
 
 4,153
Payables due to affiliates
 341
 870
 (1,211) 
Accrued marketing
 282
 440
 
 722
Interest payable
 394
 14
 
 408
Other current liabilities
 888
 1,437
 (558) 1,767
Liabilities held for sale
 
 55
 
 55
Total current liabilities
 8,584
 6,228
 (7,309) 7,503
Long-term debt
 29,872
 898
 
 30,770
Long-term borrowings due to affiliates
 2,000
 12
 (2,012) 
Deferred income taxes
 1,314
 10,888
 
 12,202
Accrued postemployment costs
 89
 217
 
 306
Other non-current liabilities
 593
 309
 
 902
TOTAL LIABILITIES
 42,452
 18,552
 (9,321) 51,683
Redeemable noncontrolling interest
 
 3
 
 3
Total shareholders’ equity51,657
 51,657
 67,855
 (119,512) 51,657
Noncontrolling interest
 
 118
 
 118
TOTAL EQUITY51,657
 51,657
 67,973
 (119,512) 51,775
TOTAL LIABILITIES AND EQUITY$51,657
 $94,109
 $86,528
 $(128,833) $103,461
 Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
ASSETS         
Cash and cash equivalents$
 $2,830
 $1,374
 $
 $4,204
Trade receivables
 12
 757
 
 769
Receivables due from affiliates
 712
 111
 (823) 
Dividends due from affiliates39
 
 
 (39) 
Sold receivables
 
 129
 
 129
Income taxes receivable
 1,959
 10
 (1,709) 260
Inventories
 1,759
 925
 
 2,684
Short-term lending due from affiliates
 1,722
 2,956
 (4,678) 
Other current assets
 270
 437
 
 707
Total current assets39
 9,264
 6,699
 (7,249) 8,753
Property, plant and equipment, net
 4,447
 2,241
 
 6,688
Goodwill���
 11,067
 33,058
 
 44,125
Investments in subsidiaries57,358
 70,877
 
 (128,235) 
Intangible assets, net
 3,364
 55,933
 
 59,297
Long-term lending due from affiliates
 1,700
 2,000
 (3,700) 
Other assets
 501
 1,116
 
 1,617
TOTAL ASSETS$57,397
 $101,220
 $101,047
 $(139,184) $120,480
LIABILITIES AND EQUITY         
Commercial paper and other short-term debt$
 $642
 $3
 $
 $645
Current portion of long-term debt
 2,032
 14
 
 2,046
Short-term lending due to affiliates
 2,956
 1,722
 (4,678) 
Trade payables
 2,376
 1,620
 
 3,996
Payables due to affiliates
 111
 712
 (823) 
Accrued marketing
 277
 472
 
 749
Accrued postemployment costs
 144
 13
 
 157
Income taxes payable
 
 1,964
 (1,709) 255
Interest payable
 401
 14
 
 415
Dividends due to affiliates
 39
 
 (39) 
Other current liabilities39
 588
 611
 
 1,238
Total current liabilities39
 9,566
 7,145
 (7,249) 9,501
Long-term debt
 28,736
 977
 
 29,713
Long-term borrowings due to affiliates
 2,000
 1,902
 (3,902) 
Deferred income taxes
 1,382
 19,466
 
 20,848
Accrued postemployment costs
 1,754
 284
 
 2,038
Other liabilities
 424
 382
 
 806
TOTAL LIABILITIES39
 43,862
 30,156
 (11,151) 62,906
Redeemable noncontrolling interest
 
 
 
 
Total shareholders’ equity57,358
 57,358
 70,675
 (128,033) 57,358
Noncontrolling interest
 
 216
 
 216
TOTAL EQUITY57,358
 57,358
 70,891
 (128,033) 57,574
TOTAL LIABILITIES AND EQUITY$57,397
 $101,220
 $101,047
 $(139,184) $120,480



The Kraft Heinz Company
Condensed Consolidating Statements of Cash Flows
For the Year Ended December 30, 201728, 2019
(in millions)
(Unaudited)
Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations ConsolidatedParent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES                  
Net cash provided by/(used for) operating activities$2,888
 $1,499
 $(972) $(2,888) $527
$1,953
 $3,308
 $244
 $(1,953) $3,552
CASH FLOWS FROM INVESTING ACTIVITIES                  
Cash receipts on sold receivables
 
 2,286
 
 2,286
Capital expenditures
 (757) (460) 
 (1,217)
 (365) (403) 
 (768)
Proceeds from net investment hedges
 6
 
 
 6
Payments to acquire business, net of cash acquired
 (199) 
 
 (199)
Net proceeds from/(payments on) intercompany lending activities
 641
 (542) (99) 

 2,248
 723
 (2,971) 
Additional investments in subsidiaries(22) 
 
 22
 
(20) (51) 
 71
 
Proceeds from net investment hedges
 604
 (14) 
 590
Proceeds from sale of business, net of cash disposed
 
 1,875
 
 1,875
Other investing activities, net
 58
 23
 
 81

 52
 (39) 
 13
Net cash provided by/(used for) investing activities(22) (52) 1,307
 (77) 1,156
(20) 2,289
 2,142
 (2,900) 1,511
CASH FLOWS FROM FINANCING ACTIVITIES                  
Repayments of long-term debt
 (2,632) (12) 
 (2,644)
 (4,568) (227) 
 (4,795)
Proceeds from issuance of long-term debt
 1,496
 
 
 1,496

 2,969
 (2) 
 2,967
Debt issuance costs
 (6) 
 
 (6)
Net proceeds from/(payments on) intercompany borrowing activities
 542
 (641) 99
 
Debt prepayment and extinguishment costs
 (99) 
 
 (99)
Proceeds from issuance of commercial paper
 6,043
 
 
 6,043

 557
 
 
 557
Repayments of commercial paper
 (6,249) 
 
 (6,249)
 (557) 
 
 (557)
Dividends paid-Series A Preferred Stock
 
 
 
 
Dividends paid-common stock(2,888) (2,888) 
 2,888
 (2,888)
Redemption of Series A Preferred Stock
 
 
 
 
Net proceeds from/(payments on) intercompany borrowing activities
 (723) (2,248) 2,971
 
Dividends paid(1,953) (1,953) 
 1,953
 (1,953)
Other intercompany capital stock transactions
 22
 
 (22) 

 20
 51
 (71) 
Other financing activities, net22
 
 
 
 22
20
 (41) (12) 
 (33)
Net cash provided by/(used for) financing activities(2,866) (3,672) (653) 2,965
 (4,226)(1,933) (4,395) (2,438) 4,853
 (3,913)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
 
 57
 
 57

 
 (6) 
 (6)
Cash, cash equivalents, and restricted cash:                  
Net increase/(decrease)
 (2,225) (261) 
 (2,486)
 1,202
 (58) 
 1,144
Balance at beginning of period
 2,869
 1,386
 
 4,255

 202
 934
 
 1,136
Balance at end of period$
 $644
 $1,125
 $
 $1,769
$
 $1,404
 $876
 $
 $2,280


The Kraft Heinz Company
Condensed Consolidating Statements of Cash Flows
For the Year Ended December 31, 201629, 2018
(in millions)
(Unaudited)
Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations ConsolidatedParent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES                  
Net cash provided by/(used for) operating activities$3,097
 $4,369
 $(1,705) $(3,112) $2,649
$3,183
 $1,928
 $656
 $(3,193) $2,574
CASH FLOWS FROM INVESTING ACTIVITIES                  
Cash receipts on sold receivables
 
 2,589
 
 2,589

 
 1,296
 
 1,296
Capital expenditures
 (923) (324) 
 (1,247)
 (339) (487) 
 (826)
Proceeds from net investment hedges
 104
 (13) 
 91
Payments to acquire business, net of cash acquired
 (245) (3) 
 (248)
Net proceeds from/(payments on) intercompany lending activities
 690
 37
 (727) 

 1,626
 206
 (1,832) 
Additional investments in subsidiaries55
 (10) 
 (45) 

 (41) 
 41
 
Proceeds from net investment hedges
 24
 
 
 24
Return of capital8,987
 
 
 (8,987) 
7
 
 
 (7) 
Proceeds from sale of business, net of cash disposed
 
 18
 
 18
Other investing activities, net
 25
 (6) 
 19

 7
 17
 
 24
Net cash provided by/(used for) investing activities9,042
 (114) 2,283
 (9,759) 1,452
7
 1,032
 1,047
 (1,798) 288
CASH FLOWS FROM FINANCING ACTIVITIES                  
Repayments of long-term debt
 (72) (14) 
 (86)
 (2,550) (163) 
 (2,713)
Proceeds from issuance of long-term debt
 6,978
 3
 
 6,981

 2,990
 
 
 2,990
Debt issuance costs
 (53) 
 
 (53)
Net proceeds from/(payments on) intercompany borrowing activities
 (37) (690) 727
 
Proceeds from issuance of commercial paper
 6,680
 
 
 6,680

 2,784
 
 
 2,784
Repayments of commercial paper
 (6,043) 
 
 (6,043)
 (3,213) 
 
 (3,213)
Dividends paid-Series A Preferred Stock(180) 
 
 
 (180)
Dividends paid-common stock(3,584) (3,764) (16) 3,780
 (3,584)
Redemption of Series A Preferred Stock(8,320) 
 
 
 (8,320)
Net proceeds from/(payments on) intercompany borrowing activities
 (206) (1,626) 1,832
 
Dividends paid(3,183) (3,183) (10) 3,193
 (3,183)
Other intercompany capital stock transactions
 (8,374) 10
 8,364
 

 (7) 41
 (34) 
Other financing activities, net(55) 47
 (8) 
 (16)(7) (17) (4) 
 (28)
Net cash provided by/(used for) financing activities(12,139) (4,638) (715) 12,871
 (4,621)(3,190) (3,402) (1,762) 4,991
 (3,363)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
 
 (137) 
 (137)
 
 (132) 
 (132)
Cash, cash equivalents, and restricted cash:                  
Net increase/(decrease)
 (383) (274) 
 (657)
 (442) (191) 
 (633)
Balance at beginning of period
 3,252
 1,660
 
 4,912

 644
 1,125
 
 1,769
Balance at end of period$
 $2,869
 $1,386
 $
 $4,255
$
 $202
 $934
 $
 $1,136


The Kraft Heinz Company
Condensed Consolidating Statements of Cash Flows
For the Year Ended January 3, 2016December 30, 2017
(in millions)
(Unaudited)
 Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES         
Net cash provided by/(used for) operating activities$2,888
 $1,497
 $(996) $(2,888) $501
CASH FLOWS FROM INVESTING ACTIVITIES         
Cash receipts on sold receivables
 
 2,286
 
 2,286
Capital expenditures
 (757) (437) 
 (1,194)
Net proceeds from/(payments on) intercompany lending activities
 641
 (542) (99) 
Additional investments in subsidiaries(21) 
 
 21
 
Proceeds from net investment hedges
 6
 
 
 6
Other investing activities, net
 56
 23
 
 79
Net cash provided by/(used for) investing activities(21) (54) 1,330
 (78) 1,177
CASH FLOWS FROM FINANCING ACTIVITIES         
Repayments of long-term debt
 (2,628) (13) 
 (2,641)
Proceeds from issuance of long-term debt
 1,496
 
 
 1,496
Proceeds from issuance of commercial paper
 6,043
 
 
 6,043
Repayments of commercial paper
 (6,249) 
 
 (6,249)
Net proceeds from/(payments on) intercompany borrowing activities
 542
 (641) 99
 
Dividends paid-common stock(2,888) (2,888) 
 2,888
 (2,888)
Other intercompany capital stock transactions
 21
 
 (21) 
Other financing activities, net21
 (5) 2
 
 18
Net cash provided by/(used for) financing activities(2,867) (3,668) (652) 2,966
 (4,221)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
 
 57
 
 57
Cash, cash equivalents, and restricted cash:         
Net increase/(decrease)
 (2,225) (261) 
 (2,486)
Balance at beginning of period
 2,869
 1,386
 
 4,255
Balance at end of period$
 $644
 $1,125
 $
 $1,769
 Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES         
Net cash provided by/(used for) operating activities$632
 $1,363
 $64
 $(787) $1,272
CASH FLOWS FROM INVESTING ACTIVITIES         
Cash receipts on sold receivables
 
 1,331
 
 1,331
Capital expenditures
 (400) (248) 
 (648)
Proceeds from net investment hedges
 488
 
 
 488
Net proceeds from/(payments on) intercompany lending activities
 737
 (721) (16) 
Payments to acquire Kraft Foods Group, Inc., net of cash acquired
 (9,535) 67
 
 (9,468)
Additional investments in subsidiaries(10,000) 
 
 10,000
 
Return of capital1,570
 5
 
 (1,575) 
Other investing activities, net
 (2) (10) 
 (12)
Net cash provided by/(used for) investing activities(8,430) (8,707) 419
 8,409
 (8,309)
CASH FLOWS FROM FINANCING ACTIVITIES         
Repayments of long-term debt
 (12,284) (30) 
 (12,314)
Proceeds from issuance of long-term debt
 14,032
 802
 
 14,834
Debt prepayment and extinguishment costs
 (105) 
 
 (105)
Debt issuance costs
 (94) (4) 
 (98)
Net proceeds from/(payments on) intercompany borrowing activities
 721
 (737) 16
 
Proceeds from issuance of common stock to Sponsors10,000
 
 
 
 10,000
Dividends paid-Series A Preferred Stock(900) 
 
 
 (900)
Dividends paid-common stock(1,302) (2,202) (155) 2,357
 (1,302)
Other intercompany capital stock transactions
 10,000
 (5) (9,995) 
Other financing activities, net
 (12) (56) 
 (68)
Net cash provided by/(used for) financing activities7,798
 10,056
 (185) (7,622) 10,047
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
 
 (408) 
 (408)
Cash, cash equivalents, and restricted cash:         
Net increase/(decrease)
 2,712
 (110) 
 2,602
Balance at beginning of period
 540
 1,770
 
 2,310
Balance at end of period$
 $3,252
 $1,660
 $
 $4,912








The following tables provide a reconciliation of cash and cash equivalents, as reported on our unaudited condensed consolidating balance sheets, to cash, cash equivalents, and restricted cash, as reported on our unaudited condensed consolidating statements of cash flows (in millions):
December 30, 2017December 28, 2019
Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations ConsolidatedParent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
Cash and cash equivalents$
 $509
 $1,120
 $
 $1,629
$
 $1,404
 $875
 $
 $2,279
Restricted cash included in other assets (current)
 135
 5
 
 140
Restricted cash included in other current assets
 
 1
 
 1
Restricted cash included in other non-current assets
 
 
 
 
Cash, cash equivalents, and restricted cash$
 $644
 $1,125
 $
 $1,769
$
 $1,404
 $876
 $
 $2,280
 December 29, 2018
 Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
Cash and cash equivalents$
 $202
 $928
 $
 $1,130
Restricted cash included in other current assets
 
 1
 
 1
Restricted cash included in other non-current assets
 
 5
 
 5
Cash, cash equivalents, and restricted cash$
 $202
 $934
 $
 $1,136


 December 31, 2016
 Parent Guarantor Subsidiary Issuer Non-Guarantor Subsidiaries Eliminations Consolidated
Cash and cash equivalents$
 $2,830
 $1,374
 $
 $4,204
Restricted cash included in other assets (current)
 39
 3
 
 42
Restricted cash included in other assets (noncurrent)
 
 9
 
 9
Cash, cash equivalents, and restricted cash$
 $2,869
 $1,386
 $
 $4,255


Item 9. Changes in and Disagreements withWith Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.December 28, 2019. Based on that evaluation, theour Chief Executive Officer and Chief Financial Officer have concluded that as of December 28, 2019, due to the existence of the material weaknesses in our internal control over financial reporting described below, our disclosure controls and procedures as of December 30, 2017, were not effective and providedto provide reasonable assurance that the information required to be disclosed by us in the reports filedthat we file or submittedsubmit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii)that such information is accumulated and communicated to our management including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Remediation of Previously Disclosed Material Weakness
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed concurrently with the filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, we concluded that we had a material weakness in internal control over financial reporting related to the misapplication of Accounting Standards Update 2016-15. Specifically, we did not maintain effective controls over the adoption of new accounting standards, including communication with the appropriate individuals in coming to our conclusions on the application of new standards. Our management determined that the control deficiency constituted a material weakness.
During the fourth quarter of 2017, management implemented steps to improve the evaluation and documentation of new accounting standards’ impacts and communication with the appropriate individuals. 
Changes in Internal Control Over Financial Reporting
Our Chief Executive Officer and Chief Financial Officer, with other members of management, evaluated the changes in our internal control over financial reporting during the three months ended December 30, 2017. During the three months ended December 30, 2017, management implemented steps to improve the evaluation and documentation of new accounting standards’ impacts and communication with the appropriate individuals. These changes have been designed to ensure enhanced subject matter expert input in relation to new accounting standard pronouncements.
We determined that, except for the remediation activities described above, there were no changes in our internal control over financial reporting during the three months ended December 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management'sManagement’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those written policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;
provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessedUnder the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 30, 2017. Management28, 2019 based this assessment on criteriathe framework described in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment,evaluation, our management determinedconcluded that as of December 30, 2017, we maintaineddid not maintain effective internal control over financial reporting.reporting as of December 28, 2019 due to the material weaknesses described below.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As previously disclosed in our Annual Report on Form 10-K for the year ended December 29, 2018, we identified a material weakness in the risk assessment component of internal control as we did not appropriately design controls in response to the risk of misstatement due to changes in our business environment. This material weakness in risk assessment gave rise to the specific control deficiency described below, which we also determined to be a material weakness, and both material weaknesses have not been remediated as of December��28, 2019:


Supplier Contracts and Related Arrangements: We did not design and maintain effective controls over the accounting for supplier contracts and related arrangements. Specifically, certain employees in our procurement organization engaged in misconduct and circumvented controls that included withholding information or directing others to withhold information related to supplier contracts that affected the accounting for certain supplier rebates, incentives, and pricing arrangements, in an attempt to influence the achievement of internal financial targets that became or were perceived to have become increasingly difficult to attain due to changes in our business environment. Additionally, in certain instances, we did not have a sufficient understanding or maintain sufficient documentation of the transaction to determine the appropriate accounting for certain cost and rebate elements and embedded leases. This material weakness resulted in misstatements that were corrected in the restatement included in our Annual Report on Form 10-K for the year ended December 29, 2018.
Additionally, the material weaknesses described above could result in a misstatement of substantially all account balances or disclosures that would result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected.
PricewaterhouseCoopers LLP, an independent registered public accounting firm whothat audited the consolidated financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of December 30, 2017,28, 2019, as stated in their report which appears herein under Item 8.8, Financial Statements and Supplementary Data.
Remediation Efforts to Address Material Weaknesses
Our management, with oversight from our Audit Committee, is in the process of executing a plan to remediate the material weaknesses described above. This plan includes the implementation of additional controls and procedures to strengthen our internal controls related to our risk assessment component of internal control over financial reporting and supplier contracts and related arrangements. To date, the following actions have been taken towards our remediation plan:
Personnel Actions—A comprehensive disciplinary plan has been implemented for all employees found to have engaged in misconduct, including termination, written warnings, and appropriate training depending on the severity of the misconduct.
Organizational Enhancements—We have implemented the following organizational enhancements: (i) augmented our procurement finance teams with additional professionals with the appropriate levels of accounting and controls knowledge, experience, and training in the area of supplier contracts and related arrangements; and (ii) realigned reporting lines whereby procurement finance now report directly to the finance organization.
Procurement Practices—We evaluated our procurement practices and standardized our contract documentation and analyses around procurement contracts. We also updated our global procurement and relevant accounting policies and provided additional training specific to procurement contracts and the relevant accounting considerations.
Overall Communications—We have reinforced and will continue to reinforce the importance of adherence to internal controls and company policies and procedures through formal communications, town hall meetings, and other employee trainings and will continue to communicate as appropriate.
The remaining actions outlined in the remediation plan from what had been previously communicated in the Annual Report on Form 10-K for the period ended December 29, 2018 include the following:
Performance Targets—We have identified and are in the process of implementing several performance-based target enhancements as follows: (i) implementing checkpoints to evaluate significant changes in the environment that could adversely impact the attainability of management goals and targets; (ii) reassessing and adjusting the overall balance of performance measures provided to employees to help drive challenging but attainable targets; (iii) enhancing our training and overall communication specific to the Management by Objective (“MBO”) process, including a focus on the process to request relief from previously established MBOs, to help ensure all eligible employees are aware of and understand the overall MBO waiver and relief process; and (iv) reassessing certain employees’ key performance indicators.
Procurement Practices—We have evaluated our procurement practices and are in the process of implementing improvements to those practices, including: (i) developing a more comprehensive accounting review process and monitoring controls over supplier contracts and related arrangements to ensure transactions are recorded in accordance with generally accepted accounting principles; and (ii) enhancing required communication protocols among all functions involved in the procurement process (e.g., procurement, legal, accounting, and finance) to ensure all relevant parties are involved in the contract review process.


Training Practices—We delivered a comprehensive global procurement training program that covered supplier contracts and related arrangements, including potential accounting implications during 2019. We are in the process of finalizing the 2020 training plan, including optimizing and enhancing our existing training for new hires and transferees into the procurement organization.
Procurement Management Software—We completed our evaluation of potential solutions related to procurement management software in order to enhance the identification, tracking, and monitoring of supplier contracts and related arrangements. We will be implementing a contract management solution during fiscal 2020. However, we have designed and are in the process of implementing manual controls to address the control deficiency until the implementation of the system solution.
We have begun and expect to continue implementing various changes in our internal control over financial reporting to remediate the material weaknesses described above. We continue to make progress on our remediation and our goal is to implement the remaining control improvements related to these material weaknesses during 2020. We will also continue to review, optimize, and enhance our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies or we may modify certain of the remediation measures described above. These material weaknesses will not be considered remediated until the applicable remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Remediation of Previously Reported Material Weakness
As previously disclosed in our Annual Report on Form 10-K for the period ended December 29, 2018, we did not design and maintain effective controls to reassess the level of precision used to review the impairment assessments related to goodwill and indefinite-lived intangible assets as changes in our business environment occurred. Specifically, we did not design and maintain effective controls to reassess the level of precision used in the review of the allocation of cash flow projections to certain brands used as a basis for performing our fourth quarter 2018 interim impairment assessments in response to the significant reduction in, and in certain instances elimination of, the excess fair value over carrying amount of certain brands that resulted from changes in our business environment.
Due to the actions taken by the Company to implement new controls and procedures, management has concluded that this material weakness has been remediated as of December 28, 2019. The actions we took to remediate this material weakness were as follows:
We have enhanced the level of precision at which our internal controls over financial reporting relating to goodwill and indefinite-lived intangible asset impairment assessments are performed. Specifically, we implemented and executed additional procedures to (i) enhance our analysis of forecasted cash flows used in the impairment assessment and (ii) test the accuracy of forecasted cash flow allocations to specific brands.
Changes in Internal Control Over Financial Reporting
Our Chief Executive Officer and Chief Financial Officer, with other members of management, evaluated the changes in our internal control over financial reporting during the three months ended December 28, 2019. We determined that there were no changes in our internal control over financial reporting during the three months ended December 28, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Item 9B. Other Information.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have a written code of conduct that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our code of conduct is available free of charge on our website at www.kraftheinzcompany.com and will be provided free of charge to any shareholder submitting a written request to: Corporate Secretary, 200 East Randolph Street, Suite 7600; Chicago, Illinois 60601. Any amendment to our code of conduct and any waiver applicable to our executive officers or senior financial officers will be posted on our Web site within the time period required by the SEC and applicable NASDAQ rules. The information on our Web site 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 SEC. Additional informationInformation required by this Item 10 is included under the headings “Company Proposals - Proposal 1. Election of Directors,” “Corporate Governance and Board Matters – Delinquent Section 16(a) Beneficial Ownership Reporting Compliance,Reports,” “Corporate Governance and Board Matters – Governance Guidelines and Codes of Conduct,” “Corporate Governance Materials Available on Our Web Site,” and “Board Committees and Membership – Audit Committee” in our definitive Proxy Statement for our Annual Meeting of Shareholders scheduled to be held on April 23, 2018May 7, 2020 (“20182020 Proxy Statement”). This information is incorporated by reference into this Annual Report on Form 10-K.
Item 11. Executive Compensation.
Information required by this Item 11 is included under the headings “Pay Ratio Disclosure,” “Board Committees and Membership – Compensation Committee,” “Compensation of Non-Employee Directors,” “Compensation Discussion and Analysis,” and “Executive Compensation Tables,” in our 20182020 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Stockholder.
The number of shares to be issued upon exercise or vesting of awards issued under, and the number of shares remaining available for future issuance under our equity compensation plans at December 30, 2017,28, 2019 were:
Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) 
 Weighted average exercise price per share of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)
 Weighted average exercise price per share of outstanding options, warrants and rights 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2)
Plan Category(a) (b) (c)(a) (b) (c)
Equity compensation plans approved by security holders21,396,351
 $41.63
 48,723,411
33,855,210
 $41.22
 
Equity compensation plans not approved by security holders
 
 

 
 
Total21,396,351
   48,723,411
33,855,210
   
(1) Includes the vesting of RSUs.
(1)Includes the vesting of RSUs.
(2)Excludes shares that are no longer available to be issued as awards under the Kraft Foods Group 2012 Incentive Performance Plan and the HJ Heinz Holding Corp 2013 Omnibus Incentive Plan. We have not issued new awards from these plans since fiscal year ended December 31, 2016.
Information related to the security ownership of certain beneficial owners and management is included in our 20182020 Proxy Statement under the heading “Ownership of Equity Securities” and is incorporated by reference into this Annual Report on Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required by this Item 13 is included under the heading “Corporate Governance and Board Matters - Independence and Related Person Transactions” in our 20182020 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.
Item 14. Principal AccountantAccounting Fees and Services.
Information required by this Item 14 is included under the heading “Board Committees and Membership - Audit Committee” in our 20182020 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.


PART IV
Item 15. Exhibits, and Financial Statement Schedules.
(a) Index to Consolidated Financial Statements and Schedules
 Page No.
Schedules other than those listed above have been omitted either because such schedules are not required or are not applicable.
(b) The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
Exhibit No. Descriptions
2.1 
2.2 
2.3 
2.4 
2.5 
2.6 

2.7 
2.8 


2.9 
2.10
3.1 
3.2 
3.3
4.1 
4.2 
4.3 
4.4 
4.5 
4.6 
4.7 
4.8
4.94.8 
4.104.9 
4.114.10 

4.124.11 


4.13
4.12 
4.144.13 
4.154.14 
4.164.15 
4.174.16 
4.184.17 
4.194.18 
4.204.19 
4.214.20 
4.224.21 
4.234.22 
4.244.23 
4.254.24 
4.264.25 

4.274.26 


4.28
4.27 
4.294.28 
4.304.29 
4.30
4.31
4.32
4.33
4.34
4.35
10.1 
10.2 
10.3 
10.4 
10.5 
10.6 
10.7 
10.8 
10.9 


10.10 
10.11 
10.12 
10.13 
10.14

10.1510.14 
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.1610.24 
10.25
10.1710.26 
10.1810.27 
10.19
10.20
21.1 


23.1 
24.1 
31.1 
31.2 
32.1 
32.2 
101.1 The following materials from The Kraft Heinz Company’s Annual Report on Form 10-K for the yearperiod ended December 30, 201728, 2019 formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Equity,Balance Sheets, (iv) the Consolidated Balance Sheets,Statements of Equity, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information.*
104.1The cover page from The Kraft Heinz Company’s Annual Report on Form 10-K for the period ended December 28, 2019, formatted in inline XBRL.*
   
+The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
++ Indicates a management contract or compensatory plan or arrangement.
*Filed herewith.



Item 16. Form 10-K Summary.
None.



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  The Kraft Heinz Company
Date:February 16, 201814, 2020  
  By: /s/ David H. KnopfPaulo Basilio
   David H. KnopfPaulo Basilio
   Executive Vice President andGlobal Chief Financial Officer
   (Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:
Signature Title Date
     
/s/ Bernardo HeesMiguel Patricio Chief Executive Officer February 16, 201814, 2020
Bernardo HeesMiguel Patricio (Principal Executive Officer)  
     
/s/ David H. KnopfPaulo Basilio Executive Vice President andGlobal Chief Financial Officer February 16, 201814, 2020
David H. KnopfPaulo Basilio (Duly Authorized Officer and Principal Financial Officer)  
     
/s/ Christopher R. SkingerVince Garlati Vice President, Global Controller February 16, 201814, 2020
Christopher R. SkingerVince Garlati (Principal Accounting Officer)  
Alexandre Behring* Chairman of the Board
   
John T. Cahill* Vice Chairman of the Board
   
Gregory E. Abel* Director
   
Warren E. Buffett*Director
Tracy Britt Cool*Joao M. Castro-Neves* Director
   
Feroz Dewan* Director
   
Jeanne P. Jackson* Director
   
Jorge Paulo Lemann*Timothy Kenesey* Director
   
Mackey J. McDonald*Jorge Paulo Lemann* Director
   
John C. Pope* Director
   
Marcel Herrmann Telles*Alexandre Van Damme*Director
George Zoghbi* Director
*By:/s/ David H. KnopfPaulo Basilio
 David H. KnopfPaulo Basilio
 Attorney-In-Fact
 February 16, 201814, 2020






The Kraft Heinz Company
Valuation and Qualifying Accounts
For the Years Ended December 28, 2019, December 29, 2018 and December 30, 2017 December 31, 2016 and January 3, 2016
(in millions)
  Additions Deductions    Additions Deductions  
DescriptionBalance at Beginning of Period Charged to Costs and Expenses 
Charged to Other Accounts(a)
 Write-offs and Reclassifications Balance at End of PeriodBalance at Beginning of Period Charged to Costs and Expenses 
Charged to Other Accounts(a)
 Write-offs and Reclassifications Balance at End of Period
Year ended December 28, 2019         
Allowances related to trade accounts receivable$24
 $11
 $
 $(2) $33
Allowances related to deferred taxes81
 31
 
 
 112
$105
 $42
 $
 $(2) $145
Year ended December 29, 2018         
Allowances related to trade accounts receivable$23
 $8
 $
 $(7) $24
Allowances related to deferred taxes80
 1
 
 
 81
$103
 $9
 $
 $(7) $105
Year ended December 30, 2017
                  
Allowances related to trade accounts receivable$20
 $8
 $1
 $(6) $23
$20
 $8
 $1
 $(6) $23
Allowances related to deferred taxes89
 (9) 
 
 80
89
 (9) 
 
 80
$109
 $(1) $1
 $(6) $103
$109
 $(1) $1
 $(6) $103
Year ended December 31, 2016         
Allowances related to trade accounts receivable$32
 $6
 $(4) $14
 $20
Allowances related to deferred taxes83
 6
 
 
 89
$115
 $12
 $(4) $14
 $109
Year ended January 3, 2016         
Allowances related to trade accounts receivable$8
 $5
 $20
 $1
 $32
Allowances related to deferred taxes64
 10
 12
 3
 83
$72
 $15
 $32
 $4
 $115
(a)  
Primarily relates to acquisitions and currency translation.


S-1