2 unchanged sentences
Our objective is to also provide discussion of material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be indicative of future operating results or of future financial condition and to offer information that provides an understanding of our financial condition, results of operations, and cash flows.
−Removed: See below for discussion and analysis of our financial condition and results of operations for 2024 compared to 2023 and for 2023 compared to 2022.
+Added: See below for discussion and analysis of our financial condition and results of operations for 2025 compared to 2024.
+Added: 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 28, 2024 for a detailed discussion of our financial condition and results of operations for 2024 compared to 2023.
Description of the Company:
We manufacture and market food and beverage products around the world through our eight consumer-driven product platforms:
−Removed: Taste Elevation, Easy Ready Meals, Hydration, Meats, Cheeses, Substantial Snacking, Desserts, Coffee, and other grocery products.
−Removed: In the first quarter of 2024, we divided our International segment into three operating segments — Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”) — to enable enhanced focus on the different strategies required for each of these regions as part of our long-term strategic plan.
−Removed: Subsequently, we manage our operating results through four operating segments.
+Added: Taste Elevation, Easy Ready Meals, Substantial Snacking, Desserts, Hydration, Cheese, Coffee, Meats, and other grocery products.
+Added: We manage our operating results through four operating segments:
+Added: North America, Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”).
We have two reportable segments defined by geographic region:
2 unchanged sentences
See Note 21, Segment Reporting , in Item 8, Financial Statements and Supplementary Data , for our financial information by segment.
−Removed: Items Affecting Comparability of Financial Results
+Added: Previously Announced Separation Transaction:
+Added: On September 2, 2025, we announced our plan to separate the Company into two independent, publicly traded companies through a tax-free spin-off (the “Separation”).
+Added: On February 11, 2026, we announced that the Kraft Heinz Board of Directors (the “Board”) has decided to pause work related to the Separation.
+Added: See Item 1A, Risk Factors , for further discussion of risks relating to the Separation.
+Added: Business Trends and Items Affecting Comparability of Financial Results
+Added: Inflation and Supply Chain Impacts:
+Added: During the year ended December 27, 2025, we experienced increased inflationary pressures in our supply chain costs compared to the prior year period, due in part to the tariff and trade policy actions taken by the United States and foreign governments during the year.
+Added: We expect these inflationary trends to moderate through 2026, although there continues to be significant uncertainty.
+Added: Further, we continue to take measures to mitigate the impact of this inflation through efficiency initiatives, pricing actions, alternative sourcing, and hedging strategies.
+Added: However, there has been, and we expect that there could continue to be, a difference between the timing of when these beneficial, mitigative actions impact our results of operations and when the cost inflation is incurred.
+Added: Additionally, the pricing actions we have taken have, in some instances, negatively impacted, and could continue to negatively impact, our market share.
+Added: As the situation continues to remain fluid due to the rapidly changing global trade environment, we continue to evaluate the potential implications of these actions on our business.
+Added: Consumer Trends:
+Added: In the second quarter of 2025, we announced our commitment to remove Food, Drug & Cosmetic (“FD&C”) colors from our U.S.
+Added: portfolio of products before the end of 2027.
+Added: Additionally, we have committed to ensuring that all new products launched in the U.S.
+Added: will be free of FD&C colors.
+Added: This initiative will impact a subset of the products sold within our North America segment, primarily within our Hydration and Desserts platforms.
+Added: While we do not currently anticipate a significant impact to our input costs in our efforts to meet this commitment, our net sales, market share, or results of operations could be adversely affected if we are unsuccessful in our efforts to continue to satisfy consumer preferences.
+Added: Regulatory Landscape:
+Added: On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law in the United States.
+Added: The OBBBA includes a broad range of changes to U.S.
+Added: tax law, which did not have a material impact on our total tax provision as of December 27, 2025, and we do not expect the elective provisions of the law to have a material impact on our effective tax rate in future periods.
+Added: Further, certain provision of the OBBBA impact the timing of cash tax payments, which resulted in a reduction of our
+Added: cash tax payments in 2025, and is expected to reduce cash tax payments in 2026;
+Added: however we do not expect these provisions to have a material impact on our cash flows in future periods.
+Added: The OBBBA also enacted modifications to the Supplemental Nutrition Assistance Program (“SNAP”).
+Added: The modifications are expected to reduce the number of SNAP participants and the average benefits received by the eligible participants, which could impact consumers’ demand for our products.
+Added: We intend to take measures to mitigate the potential negative impacts through pricing strategies and changes to our product portfolios.
+Added: However, the modifications to the SNAP program may have a negative impact on our results of operations, cash flows, and market share.
Impairment Losses:
−Removed: Our results of operations reflect goodwill impairment losses of $1.6 billion and intangible asset impairment losses of $2.0 billion in 2024.
−Removed: We recognized goodwill impairment losses of $510 million and intangible asset impairment losses of $152 million in 2023.
−Removed: We recognized goodwill impairment losses of $444 million, intangible asset impairment losses of $469 million, and net property, and plant, and equipment asset impairment losses of $86 million in 2022.
+Added: Our results of operations reflect goodwill impairment losses of $6.7 billion and intangible asset impairment losses of $2.6 billion in 2025 compared to goodwill impairment losses of $1.6 billion and intangible asset impairment losses of $2.0 billion in 2024.
See Note 9, Goodwill and Intangible Assets , in Item 8, Financial Statements and Supplementary Data , for additional information on our goodwill and intangible asset impairment losses.
−Removed: We operate on a 52- or 53-week fiscal year ending on the last Saturday in December in each calendar year.
−Removed: Our 2024 fiscal year was a 52-week period that ended on December 28, 2024, our 2023 fiscal year was a 52-week period that ended on December 30, 2023, and our 2022 fiscal year was a 53-week period that ended on December 31, 2022.
Acquisitions and Divestitures:
+Added: In 2025, we entered into a definitive agreement to sell our infant and specialty food business in Italy, within our International Developed Markets segment.
+Added: On December 31, 2025, which is in the first quarter of our fiscal year 2026, we closed the sale for total cash consideration of approximately $146 million.
In 2024, we closed the sale of our infant nutrition business in Russia (the “Russia Infant Transaction”) and the sale of 100% of the equity interests in our Papua New Guinea subsidiary (the “Papua New Guinea Transaction”), both within Emerging Markets.
−Removed: In 2022, we completed the Hemmer Acquisition within Emerging Markets, and the Just Spices Acquisition within our International Developed Markets segment.
See Note 5, Acquisitions and Divestitures , in Item 8, Financial Statements and Supplementary Data , for additional information on our acquisition and divestiture activities.
−Removed: Inflation and Supply Chain Impacts:
−Removed: During the year ended December 28, 2024, we experienced moderate inflation in our supply chain costs compared to the prior year period, which we expect to continue through 2025.
−Removed: While inflationary pressures within procurement, manufacturing, and logistics costs had a negative impact on our results of operations, we experienced increased stability of these costs as compared to the prior year period.
−Removed: Further, we continue to take measures to mitigate the impact of this inflation through efficiency initiatives, pricing actions, and hedging strategies.
−Removed: However, there has been, and we expect that there could continue to be, a difference between the timing of when these beneficial actions impact our results of operations and when the cost inflation is incurred.
−Removed: Additionally, the pricing actions we have taken have, in some instances, negatively impacted, and could continue to negatively impact, our market share.
−Removed: Income Taxes:
−Removed: The Organization for Economic Co-operation and Development (OECD), a global coalition of member countries, proposed a two-pillar plan that aims to ensure a fairer distribution of profits among countries and impose a floor on tax competition through the introduction of a global minimum tax of 15%.
−Removed: Many countries have enacted, or begun the process of enacting, laws based on the two-pillar plan proposals.
−Removed: As part of our planning for the changes in the international tax environment, as well as to achieve greater operational synergies, we have enacted changes to our corporate entity structure which included a transfer of, and will result in the movement of, certain business operations to a wholly-owned subsidiary in the Netherlands resulting in a tax benefit of $3.0 billion recorded as a non-U.S.
−Removed: deferred tax asset in December 2024.
−Removed: The deferred tax asset was recognized as a result of the book and tax basis difference on the business transferred to the Netherlands subsidiary with the tax basis determined by reference to the fair value of the business.
−Removed: The determination of the estimated fair value of the transferred business is complex and requires the exercise of substantial judgment due to the use of subjective assumptions in the valuation method used by management.
−Removed: The associated valuation allowance of $0.6 billion is related to uncertainty in the Pillar Two legislative interpretation and is based on our latest assessment of the total tax benefit that is more likely than not to be realized.
−Removed: The recognition of our future tax benefits associated with this transaction is dependent upon the acceptance of the business valuation and tax basis step-up by the associated taxing authorities.
−Removed: The legislative developments in conjunction with changes we made to our corporate entity structure are estimated to increase our cash tax rate by 2.0% to 3.0% and our effective tax rate by approximately 5.0%.
−Removed: The estimated rates could be impacted by the outcome of examinations by taxing authorities and future legislative developments.
Results of Operations
5 unchanged sentences
Summary of Results:
−Removed: December 28, 2024 December 30, 2023 % Change December 30, 2023 December 31, 2022 % Change
−Removed: (in millions, except per share data) (in millions, except per share data)
+Added: December 27, 2025 December 28, 2024 % Change
+Added: (in millions, except per share data)
Net sales $ 24,942 $ 25,846 (3.5) %
3 unchanged sentences
Diluted EPS (4.93) 2.26 (318.1) %
−Removed: December 28, 2024 December 30, 2023 % Change December 30, 2023 December 31, 2022 % Change
−Removed: (in millions) (in millions)
+Added: December 27, 2025 December 28, 2024 % Change
+Added: (in millions)
Net sales $ 24,942 $ 25,846 (3.5) %
4 unchanged sentences
Fiscal Year 2025 Compared to Fiscal Year 2024:
−Removed: Net sales decreased 3.0% to $25.8 billion in 2024 compared to $26.6 billion in 2023, including the unfavorable impacts of foreign currency (0.7 pp) and acquisitions and divestitures (0.2 pp).
+Added: Net sales decreased 3.5% to $24.9 billion in 2025 compared to $25.8 billion in 2024, including the unfavorable impacts of foreign currency (0.1 pp).
Organic Net Sales decreased 3.4% to $24.9 billion in 2025 compared to $25.8 billion in 2024, primarily due to the unfavorable volume/mix (4.1 pp), which more than offset higher pricing (0.7 pp).
−Removed: Pricing was higher in North America and Emerging Markets, and flat in International Developed Markets.
−Removed: Volume/mix in North America and International Developed Markets was unfavorable, while volume/mix in Emerging Markets was favorable.
−Removed: Fiscal Year 2023 Compared to Fiscal Year 2022 :
−Removed: Net sales increased 0.6% to $26.6 billion in 2023 compared to $26.5 billion in 2022, including the unfavorable impacts of lapping a 53rd week of shipments in the prior period (1.8 pp), foreign currency (0.9 pp), and acquisitions and divestitures (0.1 pp).
−Removed: Organic Net Sales increased 3.4% to $26.8 billion in 2023 compared to $25.9 billion in 2022, primarily driven by higher pricing (8.9 pp), which more than offset unfavorable volume/mix (5.5 pp).
−Removed: Pricing was higher in all segments.
+Added: Pricing was higher in each segment.
Volume/mix in North America and International Developed Markets was unfavorable, while volume/mix in Emerging Markets was favorable.
Net Income/(Loss):
−Removed: December 28, 2024 December 30, 2023 % Change December 30, 2023 December 31, 2022 % Change
−Removed: (in millions) (in millions)
+Added: December 27, 2025 December 28, 2024 % Change
+Added: (in millions)
Operating income/(loss) $ (4,669) $ 1,683 (377.4) %
6 unchanged sentences
Fiscal Year 2025 Compared to Fiscal Year 2024:
−Removed: Operating income/(loss) decreased 63.2% to $1.7 billion in 2024 compared to $4.6 billion in 2023, due to non-cash impairment losses that were $3.0 billion higher in the current year period.
−Removed: The remaining change to operating income/(loss) was an increase of $118 million primarily driven by higher pricing, lower variable compensation expense, and lower procurement and logistics costs, due, in part, to the beneficial impact from our efficiency initiatives.
−Removed: These favorable impacts to operating income/(loss) were partially offset by unfavorable volume/mix, increased manufacturing expenses due to increased labor costs, and increased selling, general and administrative expenses (“SG&A”) due, in part, to investments in technology.
−Removed: Net income/(loss) decreased 3.5% to $2.7 billion in 2024 compared to $2.8 billion in 2023.
−Removed: This decrease was due to unfavorable changes in operating income/(loss) factors discussed above, which more than offset a lower effective tax rate in the current period and the favorable changes in other expense/(income).
−Removed: • Our effective tax rate was a benefit of 220.5% in 2024 compared to an expense of 21.7% in 2023.
−Removed: The year-over-year change in the effective tax rate was primarily driven by the recognition of a $3.0 billion non-U.S.
−Removed: deferred tax asset as a result of the movement of certain business operations to a wholly-owned subsidiary in the Netherlands and the geographic mix of pre-tax income in various non-U.S.
−Removed: jurisdictions.
−Removed: This benefit to our effective tax rate was partially offset by establishing a partial valuation allowance of $0.6 billion against the Netherlands deferred tax asset, establishing a full valuation allowance against Brazil net deferred tax assets, and non-deductible goodwill impairments.
−Removed: • Other expense/(income) was $85 million of income in 2024 compared to $27 million of expense in 2023.
−Removed: This change was primarily driven by $197 million of favorable changes in net pension and postretirement non-service cost/(benefit), partially offset by an $81 million net loss on the sale of businesses in 2024.
−Removed: Adjusted Operating Income increased 1.2% to $5.4 billion in 2024 compared to $5.3 billion in 2023, primarily driven by higher pricing, lower variable compensation expense, and lower procurement and logistics costs, due, in part, to the beneficial impact from our efficiency initiatives.
−Removed: These favorable impacts to Adjusted Operating Income were partially offset by unfavorable volume/mix, increased manufacturing expenses due to increased labor costs, increased SG&A due, in part, to investments in technology, and the unfavorable impact of foreign currency (0.4 pp).
−Removed: Fiscal Year 2023 Compared to Fiscal Year 2022 :
−Removed: Operating income/(loss) increased 25.8% to $4.6 billion in 2023 compared to $3.6 billion in 2022, primarily driven by higher pricing, the beneficial impact from our efficiency initiatives, lower non-cash impairment losses in the current year period ($251 million), and the impact of the securities class action lawsuit in the prior year period.
−Removed: These favorable impacts to operating income/(loss) were partially offset by higher commodity costs, including the impact of realized and unrealized gains and losses on commodity hedges, higher supply chain costs, reflecting inflationary pressure in manufacturing and procurement costs, unfavorable volume/mix, increased SG&A primarily for advertising expenses, and the decrease from lapping a 53rd week of shipments in the prior period.
−Removed: Net income/(loss) increased 20.2% to $2.8 billion in 2023 compared to $2.4 billion in 2022.
−Removed: This increase was driven by the operating income/(loss) factors discussed above and lower interest expense, which more than offset unfavorable changes in other expense/(income) and higher tax expense.
−Removed: • Interest expense was $912 million in 2023 compared to $921 million in 2022.
−Removed: • Our effective tax rate was 21.7% in 2023 compared to 20.2% in 2022.
−Removed: The year-over-year increase in the effective tax rate was due primarily to the decrease in deferred tax liabilities due to the merger of certain foreign entities and the revaluation of deferred tax balances due to changes in state tax laws in the prior year versus the current year.
−Removed: • Other expense/(income) was $27 million of expense in 2023 compared to $253 million of income in 2022.
−Removed: This change was primarily driven by $202 million of unfavorable changes in net pension and postretirement non-service cost/(benefit) due, in part, to the settlement of one of our U.K.
−Removed: defined benefit pension plans, which resulted in pre-tax losses of $162 million in 2023.
−Removed: Further, additional changes in other expense/(income) were driven by $179 million of unfavorable changes in foreign exchange losses/(gains).
−Removed: These unfavorable impacts to other expense/(income) were partially offset by $109 million of favorable changes in derivative losses/(gains).
−Removed: Adjusted Operating Income increased 6.2% to $5.3 billion in 2023 compared to $5.0 billion in 2022, primarily due to higher pricing and the beneficial impact from our efficiency initiatives, which more than offset higher commodity costs, including the impact of realized gains and losses on commodity hedges;
−Removed: higher supply chain costs, reflecting inflationary pressure in manufacturing, procurement, and logistics;
−Removed: unfavorable volume/mix;
−Removed: increased SG&A, primarily advertising expenses;
−Removed: the decrease from lapping a 53rd week of shipments in the prior period (2.2 pp);
−Removed: and the unfavorable impact of foreign currency (1.2 pp).
+Added: Operating income/(loss) decreased 377.4% to a loss of $4.7 billion in 2025 compared to income of $1.7 billion in 2024, primarily due to non-cash impairment losses that were $5.6 billion higher in the current year period.
+Added: In addition to the impact of these non-cash impairment losses, operating income/(loss) decreased $715 million due to inflationary pressures in commodity and manufacturing costs that outpaced our efficiency initiatives, unfavorable volume/mix, separation costs incurred in the current year, unfavorable changes in unrealized losses/(gains) on commodity hedges, increased advertising expenses and increased research and development costs.
+Added: These unfavorable impacts to operating income/(loss) were partially offset by higher pricing and decreased general corporate expenses.
+Added: Net income/(loss) decreased 313.0% to a loss of $5.8 billion in 2025 compared to income of $2.7 billion in 2024.
+Added: This decrease was due to the unfavorable changes in operating income/(loss) factors discussed above, higher income tax expense and higher interest expense, partially offset by favorable changes in other expense/(income).
+Added: • Our effective tax rate was an expense of 7.4% on pre-tax loss in 2025 compared to a benefit of 220.5% on pre-tax income in 2024.
+Added: The year-over-year increase in the effective tax rate was due primarily to higher non-deductible goodwill impairments in the current year and recognizing a non-U.S.
+Added: deferred tax asset as a result of the movement of certain business operations to a wholly-owned subsidiary in the Netherlands offset by establishing valuation allowances on certain non-U.S.
+Added: deferred tax assets in the prior year.
+Added: • Other expense/(income) was income of $171 million in 2025 compared to $85 million in 2024.
+Added: This change was driven by a $53 million increase in interest income primarily due to interest earned on our available-for-sale securities, and a $42 million net loss on the sale of a business recognized in 2025 compared to a $81 million net loss on the sale of businesses in 2024.
+Added: These positive impacts on other expense/(income) were partially offset by a $28 million decrease in our net pension and postretirement non-service components.
+Added: Adjusted Operating Income decreased 11.5% to $4.7 billion in 2025 compared to $5.4 billion in 2024, primarily due to inflationary pressures in commodity and manufacturing costs that outpaced our efficiency initiatives, unfavorable volume/mix, increased advertising expenses, increased research and development costs, and the unfavorable impact of foreign currency (0.1 pp).
+Added: These unfavorable impacts more than offset higher pricing and decreased general corporate expenses.
Diluted Earnings Per Share (“EPS”):
−Removed: December 28, 2024 December 30, 2023 % Change December 30, 2023 December 31, 2022 % Change
−Removed: (in millions, except per share data) (in millions, except per share data)
+Added: December 27, 2025 December 28, 2024 % Change
+Added: (in millions, except per share data)
Diluted EPS $ (4.93) $ 2.26 (318.1) %
4 unchanged sentences
Fiscal Year 2025 Compared to Fiscal Year 2024:
−Removed: Diluted EPS decreased 2.2% to $2.26 in 2024 compared to $2.31 in 2023, primarily driven by the net income/(loss) factors discussed above and the favorable impact of our common stock repurchases.
+Added: Diluted EPS decreased 318.1% to $(4.93) in 2025 compared to $2.26 in 2024, primarily due to the net income/(loss) factors discussed above, which more than offset the favorable impact of our common stock repurchases.
December 27, 2025 December 28, 2024 $ Change % Change
3 unchanged sentences
Impairment losses 7.31 2.58 4.73
+Added: Separation costs 0.05 — 0.05
Losses/(gains) on sale of business 0.04 0.05 (0.01)
6 unchanged sentences
Effect of common stock repurchases (b) :
+Added: Interest expense (0.02)
Other expense/(income) 0.05
4 unchanged sentences
See Note 20, Earnings Per Share , in Item 8 , Financial Statements and Supplementary Data, for more information on our weighted average shares outstanding.
−Removed: Adjusted EPS increased 2.7% to $3.06 in 2024 compared to $2.98 in 2023 primarily driven by higher Adjusted Operating Income, the favorable impact of our common stock repurchases, and favorable changes in other expense/(income), which more than offset higher taxes on adjusted earnings.
−Removed: Fiscal Year 2023 Compared to Fiscal Year 2022:
−Removed: Diluted EPS increased 20.9% to $2.31 in 2023 compared to $1.91 in 2022, primarily driven by the net income/(loss) factors discussed above.
−Removed: December 30, 2023 December 31, 2022 $ Change % Change
−Removed: Diluted EPS $ 2.31 $ 1.91 $ 0.40 20.9 %
−Removed: Restructuring activities 0.16 0.05 0.11
−Removed: Unrealized losses/(gains) on commodity hedges — 0.04 (0.04)
−Removed: Impairment losses 0.50 0.70 (0.20)
−Removed: Certain non-ordinary course legal and regulatory matters — 0.13 (0.13)
−Removed: Losses/(gains) on sale of business — (0.01) 0.01
−Removed: Other losses/(gains) related to acquisitions and divestitures — (0.02) 0.02
−Removed: Nonmonetary currency devaluation 0.02 0.01 0.01
−Removed: Debt prepayment and extinguishment (benefit)/costs — (0.03) 0.03
−Removed: Certain significant discrete income tax items (0.01) — (0.01)
−Removed: Adjusted EPS (a)
−Removed: $ 2.98 $ 2.78 $ 0.20 7.2 %
−Removed: Key drivers of change in Adjusted EPS (a) :
−Removed: Results of operations $ 0.27
−Removed: 53rd week (0.06)
−Removed: Interest expense 0.03
−Removed: Other expense/(income) (0.03)
−Removed: Effective tax rate (0.01)
−Removed: (a) Adjusted EPS is a non-GAAP financial measure.
−Removed: See the Non-GAAP Financial Measures section at the end of this item.
−Removed: Adjusted EPS increased 7.2% to $2.98 in 2023 compared to $2.78 in 2022, primarily driven by higher Adjusted Operating Income and lower interest expense, which more than offset the decrease from lapping a 53rd week of shipments in the prior period, unfavorable changes in other expense/(income), and higher taxes on adjusted earnings.
+Added: Adjusted EPS decreased 15.0% to $2.60 in 2025 compared to $3.06 in 2024 primarily due to lower Adjusted Operating Income, higher taxes on adjusted earnings, and higher interest expense, which more than offset the favorable impact of our common stock repurchases and favorable changes in other expense/(income).
Results of Operations by Segment
4 unchanged sentences
Management evaluates segment performance based on several factors, including net sales, Organic Net Sales, and Segment Adjusted Operating Income.
−Removed: In the first quarter of 2024, certain measures utilized by management to evaluate segment performance changed, including a change from Segment Adjusted EBITDA to Segment Adjusted Operating Income in order to drive a stronger connection to our long-term strategic plan.
Segment Adjusted Operating Income is defined as operating income/(loss) excluding, when they occur, the impacts of restructuring activities, deal costs, unrealized gains/(losses) on commodity hedges (the unrealized gains and losses are recorded in general corporate expenses until realized;
−Removed: once realized, the gains and losses are recorded in the applicable segment’s operating results), impairment losses, and certain non-ordinary course legal and regulatory matters.
+Added: once realized, the gains and losses are recorded in the applicable segment’s operating results), impairment losses, separation costs, and certain non-ordinary course legal and regulatory matters.
Segment Adjusted Operating Income for Emerging Markets, which represents the aggregation of our WEEM and AEM operating segments, is defined and presented consistently with the Segment Adjusted Operating Income of our reportable segments — North America and International Developed Markets.
1 unchanged sentence
Management also uses Segment Adjusted Operating Income to allocate resources.
−Removed: We have reflected this change from Segment Adjusted EBITDA to Segment Adjusted Operating Income in all historical periods presented.
Under highly inflationary accounting, the financial statements of a subsidiary are remeasured into our reporting currency (U.S.
2 unchanged sentences
See Note 2, Significant Accounting Policies, in Item 8, Financial Statements and Supplementary Data , for additional information.
−Removed: We apply highly inflationary accounting to the results of our subsidiaries in Venezuela, Argentina, Turkey, Egypt, and Nigeria, which are all in Emerging Markets.
−Removed: December 28, 2024 December 30, 2023 December 31, 2022
+Added: We apply highly inflationary accounting to the results of our subsidiaries in Turkey, Venezuela, and Egypt, which are all in Emerging Markets.
+Added: December 27, 2025 December 28, 2024
(in millions)
1 unchanged sentence
International Developed Markets
−Removed: 3,535 3,623 3,401
Emerging Markets
−Removed: 2,768 2,891 2,744
Total net sales $ 24,942 $ 25,846
Organic Net Sales:
−Removed: 2024 Compared to 2023
−Removed: 2023 Compared to 2022
−Removed: December 28, 2024 December 30, 2023 December 30, 2023 December 31, 2022
−Removed: (in millions) (in millions)
+Added: December 27, 2025 December 28, 2024
+Added: (in millions)
Organic Net Sales (a) :
6 unchanged sentences
Drivers of the changes in net sales and Organic Net Sales were:
−Removed: Net Sales Currency Acquisitions and Divestitures 53rd Week Organic Net Sales Price Volume/Mix
−Removed: 2024 Compared to 2023
−Removed: North America (2.9) % (0.1) pp 0.0 pp 0.0 pp (2.8) % 1.4 pp (4.2) pp
−Removed: International Developed Markets
−Removed: (2.4) % 0.4 pp 0.0 pp 0.0 pp (2.8) % 0.0 pp (2.8) pp
−Removed: Emerging Markets (4.3) % (6.2) pp (2.1) pp 0.0 pp 4.0 % 3.5 pp 0.5 pp
−Removed: Kraft Heinz (3.0) % (0.7) pp (0.2) pp 0.0 pp (2.1) % 1.4 pp (3.5) pp
+Added: Net Sales Currency Acquisitions and Divestitures Organic Net Sales Price Volume/Mix
2025 Compared to 2024
−Removed: North America (1.0) % (0.3) pp 0.0 pp (1.7) pp 1.0 % 7.5 pp (6.5) pp
−Removed: International Developed Markets
−Removed: 6.5 % (0.5) pp (0.7) pp (1.8) pp 9.5 % 15.6 pp (6.1) pp
−Removed: Emerging Markets 5.4 % (6.6) pp (0.2) pp (1.7) pp 13.9 % 10.9 pp 3.0 pp
−Removed: Kraft Heinz 0.6 % (0.9) pp (0.1) pp (1.8) pp 3.4 % 8.9 pp (5.5) pp
+Added: North America (4.9) % (0.2) pp 0.0 pp (4.7) % 0.3 pp (5.0) pp
+Added: International Developed Markets 0.1 % 2.0 pp 0.0 pp (1.9) % 0.9 pp (2.8) pp
+Added: Emerging Markets 1.8 % (2.4) pp (0.4) pp 4.6 % 4.0 pp 0.6 pp
+Added: Kraft Heinz (3.5) % (0.1) pp 0.0 pp (3.4) % 0.7 pp (4.1) pp
Adjusted Operating Income:
−Removed: December 28, 2024 December 30, 2023 December 31, 2022
+Added: December 27, 2025 December 28, 2024
(in millions)
5 unchanged sentences
Restructuring activities (13) (27)
−Removed: Deal costs — — (9)
Unrealized gains/(losses) on commodity hedges (35) 19
Impairment losses (9,306) (3,669)
−Removed: Certain non-ordinary course legal and regulatory matters — (2) (210)
+Added: Separation costs
Operating income/(loss) $ (4,669) $ 1,683
3 unchanged sentences
North America:
−Removed: 2024 Compared to 2023
−Removed: 2023 Compared to 2022
−Removed: December 28, 2024 December 30, 2023 % Change December 30, 2023 December 31, 2022 % Change
−Removed: (in millions) (in millions)
+Added: December 27, 2025 December 28, 2024 % Change
+Added: (in millions)
Net sales $ 18,586 $ 19,543 (4.9) %
8 unchanged sentences
Organic Net Sales decreased 4.7% to $18.6 billion in 2025 compared to $19.5 billion in 2024, primarily due to unfavorable volume/mix (5.0 pp), which more than offset higher pricing (0.3 pp).
−Removed: Higher pricing was primarily driven by increases to mitigate higher input costs.
−Removed: Unfavorable volume/mix was primarily due to shifts in consumer behavior due to economic uncertainty, a decline in Lunchables , and a temporary plant closure.
−Removed: Segment Adjusted Operating Income increased 1.2% to $5.1 billion in 2024 compared to $5.1 billion in 2023, primarily driven by higher pricing, lower procurement and logistics costs due, in part, to the beneficial impact from our efficiency initiatives, and lower variable compensation expense.
−Removed: These favorable impacts to Segment Adjusted Operating Income were partially offset by unfavorable volume/mix, increased manufacturing expenses due to increased labor cost, increased SG&A due, in part, to investments in technology, increased depreciation expense, and the unfavorable impact of foreign currency (0.1 pp).
−Removed: Fiscal Year 2023 Compared to Fiscal Year 2022 :
−Removed: Net sales decreased 1.0% to $20.1 billion in 2023 compared to $20.3 billion in 2022, including the decrease from lapping a 53rd week of shipments in the prior period (1.7 pp) and the unfavorable impacts of foreign currency (0.3 pp).
−Removed: Organic Net Sales increased 1.0% to $20.2 billion in 2023 compared to $20.0 billion in 2022, driven by higher pricing (7.5 pp), which more than offset unfavorable volume/mix (6.5 pp).
−Removed: Higher pricing was primarily driven by increases to mitigate higher input costs, particularly in the first half of 2023.
−Removed: Unfavorable volume/mix was primarily due to elasticity impacts from pricing actions and due, in part, to the reduction of Supplemental Nutrition Assistance Program (“SNAP”) benefits.
−Removed: Segment Adjusted Operating Income increased 6.7% to $5.1 billion in 2023 compared to $4.7 billion in 2022, primarily due to higher pricing and the beneficial impact from our efficiency initiatives, which more than offset higher commodity costs, including the impact of realized gains and losses on commodity hedges;
−Removed: unfavorable volume/mix;
−Removed: increased manufacturing expenses;
−Removed: increased SG&A, primarily due to advertising expense;
−Removed: the decrease from lapping a 53rd week of shipments in the prior period (2.3 pp);
−Removed: and the unfavorable impact of foreign currency (0.3 pp).
+Added: Unfavorable volume/mix was primarily due to declines in cold cuts, coffee, certain condiments, bacon, frozen snacks, and desserts.
+Added: Higher pricing was taken in certain categories to mitigate higher input costs, primarily in coffee.
+Added: Segment Adjusted Operating Income decreased 14.1% to $4.4 billion in 2025 compared to $5.1 billion in 2024, primarily due to unfavorable volume/mix, inflationary pressures in commodity and manufacturing costs that outpaced our efficiency initiatives, increased advertising expenses, higher depreciation expense, increased research and development costs, and the unfavorable impact of foreign currency (0.1 pp).
+Added: These unfavorable impacts to Segment Adjusted Operating Income more than offset higher pricing.
International Developed Markets:
−Removed: 2024 Compared to 2023
−Removed: 2023 Compared to 2022
−Removed: December 28, 2024 December 30, 2023 % Change December 30, 2023 December 31, 2022 % Change
−Removed: (in millions) (in millions)
+Added: December 27, 2025 December 28, 2024 % Change
+Added: (in millions)
Net sales $ 3,539 $ 3,535 0.1 %
6 unchanged sentences
Fiscal Year 2025 Compared to Fiscal Year 2024:
−Removed: Net sales decreased 2.4% to $3.5 billion in 2024 compared to $3.6 billion in 2023, including the favorable impacts of foreign currency (0.4 pp).
−Removed: Organic Net Sales decreased 2.8% to $3.5 billion in 2024 compared to $3.6 billion in 2023, primarily due to unfavorable volume/mix (2.8 pp) while pricing remained flat.
−Removed: Unfavorable volume/mix was primarily due to a temporary pause in shipments as a result of a contract negotiation with certain customers in our Continental Europe region, and lower sales in New Zealand due to an inventory reduction by a regional customer.
−Removed: Segment Adjusted Operating Income increased 3.0% to $0.5 billion in 2024 compared to $0.5 billion in 2023, primarily driven by lower procurement and logistics costs due, in part, to the beneficial impact from our efficiency initiatives, lapping the prior year business disruption caused by Cyclone Gabrielle in Australia and New Zealand, lower variable compensation expense, and the favorable impact of foreign currency (1.8 pp).
−Removed: These favorable impacts to Segment Adjusted Operating Income were partially offset unfavorable volume/mix and increased inflationary pressures in manufacturing expenses.
−Removed: Fiscal Year 2023 Compared to Fiscal Year 2022 :
−Removed: Net sales increased 6.5% to $3.6 billion in 2023 compared to $3.4 billion in 2022, including the unfavorable impacts of lapping a 53rd week of shipments in the prior period (1.8 pp), acquisitions and divestitures (0.7 pp), and foreign currency (0.5 pp).
−Removed: Organic Net Sales increased 9.5% to $3.6 billion in 2023 compared to $3.3 billion in 2022 driven by higher pricing (15.6 pp), which more than offset unfavorable volume/mix (6.1 pp).
−Removed: Higher pricing included increases across markets primarily to mitigate higher input costs.
−Removed: Unfavorable volume/mix was primarily due to the elasticity impacts from pricing actions, particularly in our Northern Europe region.
−Removed: Segment Adjusted Operating Income was flat year over year, at $522 million in both 2023 and 2022.
−Removed: Increases to Segment Adjusted Operating Income were primarily driven by higher pricing offset by higher supply chain costs, reflecting inflationary pressure in procurement, manufacturing, and logistics costs;
−Removed: unfavorable volume/mix;
−Removed: increased SG&A, primarily due to advertising expense;
−Removed: the unfavorable impact from a business disruption in Australia and New Zealand caused by Cyclone Gabrielle;
−Removed: the decrease from lapping a 53rd week of shipments in the prior period (1.5 pp);
−Removed: and the unfavorable impact of foreign currency (0.1 pp).
+Added: Net sales increased 0.1% to $3.5 billion in 2025 compared to $3.5 billion in 2024, including the favorable impacts of foreign currency (2.0 pp).
+Added: Organic Net Sales decreased 1.9% to $3.5 billion in 2025 compared to $3.5 billion in 2024, primarily due to unfavorable volume/mix (2.8 pp), which more than offset higher pricing (0.9 pp).
+Added: Unfavorable volume/mix was primarily due to continued industry slowdowns of meals in the United Kingdom and pricing elasticity in New Zealand.
+Added: Segment Adjusted Operating Income increased 1.0% to $543 million in 2025 compared to $537 million in 2024, primarily driven by higher pricing, the favorable impact of foreign currency (3.2 pp), decreased advertising expenses, and lower amortization expense.
+Added: These favorable impacts to Segment Adjusted Operating Income more than offset unfavorable volume/mix and inflationary pressures in manufacturing and procurement costs that outpaced our efficiency initiatives.
Emerging Markets:
−Removed: 2024 Compared to 2023
−Removed: 2023 Compared to 2022
−Removed: December 28, 2024 December 30, 2023 % Change December 30, 2023 December 31, 2022 % Change
−Removed: (in millions) (in millions)
+Added: December 27, 2025 December 28, 2024 % Change
+Added: (in millions)
Net sales $ 2,817 $ 2,768 1.8 %
6 unchanged sentences
Fiscal Year 2025 Compared to Fiscal Year 2024:
−Removed: Net sales decreased 4.3% to $2.8 billion in 2024 compared to $2.9 billion in 2023, including the unfavorable impacts of foreign currency (6.2 pp) and acquisitions and divestitures (2.1 pp).
+Added: Net sales increased 1.8% to $2.8 billion in 2025 compared to $2.8 billion in 2024, including the unfavorable impacts of foreign currency (2.4 pp) and divestitures (0.4 pp).
Organic Net Sales increased 4.6% to $2.8 billion in 2025 compared to $2.7 billion in 2024, primarily driven by higher pricing (4.0 pp) and favorable volume/mix (0.6 pp).
−Removed: Higher pricing was taken primarily in our Eastern Europe and Middle East and Africa (“MEA”) regions to address higher input costs, which more than offset lower pricing in Brazil as a result of maintaining price gaps to competition.
−Removed: Favorable volume/mix within our Eastern Europe and MEA more than offset unfavorable volume/mix in Brazil and China.
−Removed: Segment Adjusted Operating Income decreased 14.7% to $0.3 billion in 2024 compared to $0.4 billion in 2023, primarily due to higher supply chain costs reflecting inflationary pressures in our Eastern Europe and LATAM regions, the unfavorable impact of foreign currency (6.1 pp), and increased SG&A as a result of our investments in our go-to-market strategy, primarily in LATAM.
−Removed: These unfavorable impacts to Segment Adjusted Operating Income more than offset higher pricing, favorable volume/mix, and lower variable compensation expense.
−Removed: Fiscal Year 2023 Compared to Fiscal Year 2022 :
−Removed: Net sales increased 5.4% to $2.9 billion in 2023 compared to $2.7 billion in 2022, including the unfavorable impacts of foreign currency (6.6 pp), lapping a 53rd week of shipments in the prior period (1.7 pp), and acquisitions and divestitures (0.2 pp).
−Removed: Organic Net Sales increased 13.9% to $3.0 billion in 2023 compared to $2.6 billion in 2022, driven by higher pricing (10.9 pp) and favorable volume/mix (3.0 pp).
−Removed: Higher pricing included increases across markets primarily to mitigate higher input costs.
−Removed: Volume/mix was favorable in our Eastern European countries and LATAM region, partially offset by unfavorable volume/mix in our Asia region.
−Removed: Segment Adjusted Operating Income increased 17.6% to $376 million in 2023 compared to $319 million in 2022, primarily driven by higher pricing and favorable volume/mix, partially offset by higher supply chain costs, reflecting inflationary pressure in LATAM and Eastern Europe regions;
−Removed: increased SG&A due, in part, to investments in advertising and research and development;
−Removed: the unfavorable impact of foreign currency (14.1 pp);
−Removed: increased depreciation expense;
−Removed: and the decrease from lapping a 53rd week of shipments in the prior period (2.7 pp).
+Added: Higher pricing was taken primarily in certain countries within WEEM to address inflationary pressures, which more than offset lower pricing in Indonesia.
+Added: Favorable volume/mix was primarily driven by Taste Elevation, particularly in Brazil and China, which more than offset unfavorable volume/mix in Indonesia.
+Added: Segment Adjusted Operating Income increased 6.2% to $341 million in 2025 compared to $321 million in 2024, primarily due to higher pricing, reduced manufacturing costs, primarily as a result of our efficiency initiatives, and favorable volume/mix.
+Added: These favorable impacts to Segment Adjusted Operating Income more than offset higher procurement and logistics costs reflecting inflationary pressure in WEEM, increased advertising expenses, unfavorable changes in allowances for trade receivables in Indonesia, the unfavorable impact of foreign currency (4.5 pp), and higher depreciation expense.
Liquidity and Capital Resources
−Removed: We believe that cash generated from our operating activities, commercial paper programs, and Senior Credit Facility will provide sufficient liquidity to meet our working capital needs, repayments of long-term debt, future contractual obligations, payment of our anticipated quarterly dividends, planned capital expenditures, restructuring expenditures, and contributions to our postemployment benefit plans for the next 12 months.
+Added: We believe that cash generated from our operating activities, as well as our access to other potential sources of liquidity including our available-for-sale debt securities, commercial paper programs, and our senior unsecured revolving credit facility (the “Senior Credit Facility”) will provide sufficient liquidity to meet our working capital needs, repayments of long-term debt, future contractual obligations, payment of our anticipated quarterly dividends, planned capital expenditures, restructuring expenditures, and contributions to our postemployment benefit plans for the next 12 months.
An additional potential source of liquidity is access to capital markets.
1 unchanged sentence
Acquisitions and Divestitures:
−Removed: In the first quarter of 2024, we consummated the Russia Infant Transaction for total cash consideration of approximately $25 million, and the Papua New Guinea Transaction for total cash consideration of approximately $22 million, which is to be paid incrementally over two years following the transaction closing date.
−Removed: In the fourth quarter of 2022, we sold our business-to-business powdered cheese business to a third party, Kerry Group, for cash consideration of approximately $108 million (the “Powdered Cheese Transaction”).
−Removed: In the second quarter of 2022, we acquired a majority of the outstanding equity interests of Companhia Hemmer Indústria e Comércio (“Hemmer”), a Brazilian food and beverage manufacturing company focused on the condiments and sauces category, from certain third-party shareholders (the “Hemmer Acquisition”) for cash consideration of approximately $279 million.
−Removed: In the first quarter of 2022, we acquired 85% of the shares of Just Spices GmbH (“Just Spices”), a German-based company focused on direct-to-consumer sales of premium spice blends, from certain third-party shareholders (the “Just Spices Acquisition”) for cash consideration of approximately $243 million.
−Removed: In the third quarter of 2023, we completed the redemption of an additional 5% of the outstanding shares and in the second quarter of 2024, we completed the redemption of the remaining outstanding shares and wholly own Just Spices as of December 28, 2024.
+Added: In 2025, we entered into a definitive agreement to sell our infant and specialty food business in Italy, within our International Developed Markets segment.
+Added: On December 31, 2025, in the first quarter of our fiscal year 2026, we closed the sale for total cash consideration of approximately $146 million.
+Added: In the first quarter of 2024, we consummated the Russia Infant Transaction for total cash consideration of approximately $25 million, and the Papua New Guinea Transaction for total cash consideration of approximately $22 million.
See Note 5, Acquisitions and Divestitures , in Item 8, Financial Statements and Supplementary Data , for additional information on our acquisitions and divestitures.
2 unchanged sentences
Net cash provided by operating activities was $4.5 billion for the year ended December 27, 2025 compared to $4.2 billion for the year ended December 28, 2024.
−Removed: This increase was primarily due to lapping the prior year cash payments associated with the settlement of the consolidated securities class action lawsuit and the current year conversion of certain plan assets related to the U.S.
−Removed: postretirement medical plan to cash, which were partially offset by higher cash outflows for variable compensation in the 2024 period compared to the 2023 period and increased cash taxes.
−Removed: See Note 15, Commitments and Contingencies , in Item 8, Financial Statements and Supplementary Data , for additional information on our legal proceedings and See Note 11, Postemployment Benefits , in Item 8 for more additional information on our postemployment benefit plans activities.
−Removed: Net Cash Provided by/Used for Investing Activities:
−Removed: Net cash used for investing activities was $1.0 billion for the year ended December 28, 2024 compared to net cash used for investing activities of $916 million for the year ended December 30, 2023.
−Removed: This change was primarily driven by our payments to acquire the TGI Friday License and increased capital expenditures.
−Removed: This was offset by proceeds from net investment hedge settlements.
−Removed: Our 2024 capital expenditures were primarily driven by maintenance projects, capital investments focused on generating growth, including capacity expansion, digital projects, and cost improvement projects, as well as capital investments in technology.
−Removed: We expect 2025 capital expenditures to be approximately $1.0 billion.
−Removed: Net Cash Provided by/Used for Financing Activities:
−Removed: Net cash used for financing activities was $3.0 billion for the year ended December 28, 2024 compared to $2.7 billion for the year ended December 30, 2023.
−Removed: This change was primarily due to increased common stock repurchases pursuant to our publicly announced share repurchase program, partially offset by reduced debt repayments in the current year period compared to the prior year.
−Removed: Cash Flow Activity for 2023 Compared to 2022:
−Removed: Net Cash Provided by/Used for Operating Activities:
−Removed: Net cash provided by operating activities was $4.0 billion for the year ended December 30, 2023 compared to $2.5 billion for the year ended December 31, 2022.
−Removed: This increase was primarily driven by lower cash outflows in the current year for inventories, primarily related to stock rebuilding in the prior year, lower cash outflows in the current year for cash tax payments driven by cash taxes paid in 2022 related to the Cheese Transaction, higher Adjusted Operating Income in 2023, and lower interest payments in the current period due to the reduction of long-term debt throughout 2022.
−Removed: These impacts were partially offset by cash payments associated with the settlement of the consolidated securities class action lawsuit.
−Removed: See Note 15, Commitments and Contingencies , in Item 8, Financial Statements and Supplementary Data , for additional information on our legal proceedings.
+Added: This increase was primarily due to favorable changes in working capital, predominantly within inventory as a result of our efforts to optimize inventory levels, lower income taxes paid due, in part, to benefits received through the OBBBA, reduced cash outflows for variable compensation, and the current year conversion of certain plan assets related to the U.S.
+Added: postretirement medical plan to cash.
+Added: These impacts were partially offset by lower Adjusted Operating Income.
+Added: See Note 12, Postemployment Benefits , in Item 8, Financial Statements and Supplementary Data , for additional information on our postemployment benefit plans activities.
Net Cash Provided by/Used for Investing Activities:
−Removed: Net cash used for investing activities was $916 million for the year ended December 30, 2023 compared to net cash used for investing activities of $1.1 billion for the year ended December 31, 2022.
−Removed: This change was primarily driven by payments for the Just Spices Acquisition and Hemmer Acquisition in 2022, partially offset by higher proceeds from the settlement of net investment hedges in the prior year period, proceeds from the Powdered Cheese Transaction in 2022, and higher capital expenditures in the current year period.
−Removed: We had 2023 capital expenditures of $1.0 billion compared to 2022 capital expenditures of $916 million.
+Added: Net cash used for investing activities was $1.8 billion for the year ended December 27, 2025 compared to $1.0 billion for the year ended December 28, 2024.
+Added: This change was primarily driven by the purchases of marketable securities, partially offset by lower capital expenditures, and lapping our prior year payment to acquire the TGI Friday License.
+Added: Our 2025 capital expenditures were primarily focused on maintenance, technology, and cost improvement projects.
+Added: We expect 2026 capital expenditures to be approximately $950 million.
Net Cash Provided by/Used for Financing Activities:
Net cash used for financing activities was $1.3 billion for the year ended December 27, 2025 compared to $3.0 billion for the year ended December 28, 2024.
−Removed: This change was primarily due to proceeds from the issuance of 600 million euro aggregate principal amount floating rate senior notes in 2023 and lower repayments of long-term debt in the current year period, partially offset by increased common stock repurchases primarily driven by our share repurchase program.
+Added: This change was primarily driven by increased debt proceeds received in the current year, decreased repurchases of common stock compared to the prior year period, and increased hedge settlements.
See Note 17, Debt , in Item 8, Financial Statements and Supplementary Data , for additional information on our debt transactions and Note 19, Capital Stock , in Item 8, Financial Statements and Supplementary Data , for additional information on our share repurchase program.
5 unchanged sentences
The amount of unrecognized deferred tax liabilities for local country withholding taxes that would be owed, if repatriated, related to our 2018 through 2025 accumulated earnings of certain international subsidiaries is approximately $65 million.
−Removed: Our undistributed historical earnings in foreign subsidiaries through December 31, 2017 are currently not considered to be indefinitely reinvested.
−Removed: Our deferred tax liability associated with these undistributed historical earnings was insignificant at December 28, 2024, December 30, 2023, and December 31, 2022, and relates to local withholding taxes that will be owed when this cash is distributed.
+Added: Our undistributed historic earnings in foreign subsidiaries through December 31, 2017 are currently not considered to be indefinitely reinvested.
+Added: Our deferred tax liability associated with these undistributed historical earnings was insignificant at December 27, 2025, December 28, 2024, and December 30, 2023, and relates to local withholding taxes that would be owed when this cash is distributed.
Trade Payables Programs:
6 unchanged sentences
The amounts outstanding under these programs were $755 million at December 27, 2025 and $745 million at December 28, 2024.
−Removed: The amounts were included in trade payables on our consolidated balance sheets.
+Added: The amounts were included in accounts payable on our consolidated balance sheets.
See Note 15, Financing Arrangements , in Item 8, Financial Statements and Supplementary Data , for additional information on our trade payables programs.
2 unchanged sentences
We had no commercial paper outstanding at December 27, 2025, December 28, 2024, and December 30, 2023.
−Removed: We had no commercial paper outstanding during the year ended December 28, 2024, and the maximum amount of commercial paper outstanding was $150 million during the year ended December 30, 2023 and $198 million during the year ended December 31, 2022.
−Removed: In July 2022, together with KHFC, our 100% owned operating subsidiary, we entered into a new credit agreement (the “Credit Agreement”), which provides for a five-year senior unsecured revolving credit facility in an aggregate amount of $4.0 billion (the “Senior Credit Facility”) and replaced our then-existing credit facility (the “Previous Senior Credit Facility”).
−Removed: On September 27, 2024, we entered into an agreement to extend the maturity date of our Senior Credit Facility from July 8, 2028 to July 8, 2029.
+Added: We had no commercial paper outstanding during the years ended December 27, 2025 and December 28, 2024, and the maximum amount of commercial paper outstanding was $150 million during the year ended December 30, 2023.
+Added: Together with Kraft Heinz Food Company (“KHFC”), our 100% owned operating subsidiary, we have a credit agreement (the “Credit Agreement”), which provides for a five-year senior unsecured revolving credit facility in an aggregate amount of $4.0 billion (the “Senior Credit Facility”).
+Added: On July 8, 2025, we entered into an amendment to this agreement to extend the maturity date from July 8, 2029 to July 8, 2030.
+Added: Further, the amendment modified certain financial covenants, which changed the minimum shareholders’ equity balance from $35 billion to $25 billion, and added an allowable add-back to the minimum shareholders’ equity balance of up to $2 billion annually, commensurate with goodwill and intangible asset impairments recorded during the period.
Subject to certain conditions, we may increase the amount of revolving commitments and/or add tranches of term loans in a combined aggregate amount of up to $1.0 billion.
No amounts were drawn on our Senior Credit Facility at December 27, 2025, December 28, 2024, or December 30, 2023.
−Removed: No amounts were drawn on our Senior Credit Facility during the years ended December 28, 2024, December 30, 2023 or December 31, 2022, or on the Previous Senior Credit Facility during the year ended December 31, 2022.
+Added: No amounts were drawn on our Senior Credit Facility during the years ended December 27, 2025, December 28, 2024 or December 30, 2023.
Our credit agreement contains customary representations, warranties, and covenants that are typical for these types of facilities and could, upon the occurrence of certain events of default, restrict our ability to access our Senior Credit Facility.
2 unchanged sentences
Our long-term debt, including the current portion, was $21.2 billion at December 27, 2025, $19.9 billion at December 28, 2024, and $20.0 billion at December 30, 2023.
+Added: The increase of debt in 2025 was primarily due to the issuance of the 2025 Notes, as well as changes in foreign currency exchange rates on our foreign-denominated debt, partially offset by the repayment of our 600 million euro senior notes due May 2025.
The decrease of debt in 2024 was primarily due to changes in foreign currency exchange rates on our foreign-denominated debt, as well as the 550 million euro aggregate principle amount of senior notes that were repaid at maturity in May 2024, partially offset by the issuance of the 2024 Notes.
−Removed: The decrease of debt in 2023 was primarily due to the repayment of 750 million euro aggregate principal amount of senior notes due in June 2023, which more than offset the issuance of 600 million euro aggregate principal amount of floating rate senior notes issued in May 2023.
+Added: We have aggregate principal amounts of senior notes of approximately $1.9 billion maturing in June 2026.
We may from time to time seek to retire or purchase our outstanding debt through redemptions, tender offers, cash purchases, prepayments, refinancing, exchange offers, open market or privately negotiated transactions, Rule 10b5-1 plans, or otherwise.
3 unchanged sentences
Equity and Dividends:
−Removed: We paid dividends on our common stock of $1.9 billion in 2024, and $2.0 billion in 2023 and 2022.
+Added: We paid dividends on our common stock of $1.9 billion in 2025 and 2024 and $2.0 billion in 2023.
Additionally, in the first quarter of 2026, our Board declared a cash dividend of $0.40 per share of common stock, which is payable on March 27, 2026 to stockholders of record on March 6, 2026.
39 unchanged sentences
During the fourth quarter of 2025, we amended our U.S.
+Added: postretirement medical plan to establish a sub-trust to permit the payment of certain postretirement benefit plan contributions for active non-union employees using $200 million of the retiree plan surplus.
+Added: During the fourth quarter of 2024, we amended our U.S.
postretirement medical plan to establish a sub-trust to permit the payment of certain postretirement benefit plan contributions for active union employees using $150 million of the retiree plan surplus.
25 unchanged sentences
(i) (a) KHFC’s exercise of its legal defeasance option or, except in the case of a guarantee of any direct or indirect parent of KHFC, covenant defeasance option in accordance with the applicable indenture, or KHFC’s obligations under the applicable indenture have been discharged in accordance with the terms of the applicable indenture or (b) as specified in a supplemental indenture to the applicable indenture;
−Removed: and (ii) the Parent Guarantor has delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the applicable indenture have been complied with.
+Added: and (ii) the Parent Guarantor has delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the applicable indenture
+Added: have been complied with.
The Guarantee is limited by its terms to an amount not to exceed the maximum amount that can be guaranteed by the Parent Guarantor without rendering the Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
26 unchanged sentences
Commodity Trends
−Removed: We purchase and use large quantities of commodities, including dairy products, meat products, tomato products, sugar and other sweeteners, soybean and vegetable oils, coffee beans, wheat and processed grains, eggs, and other fruits and vegetables to manufacture our products.
−Removed: In addition, we purchase and use significant quantities of plastics, cardboard, resin, glass, and metal to package our products, and we use electricity, diesel fuel, and natural gas in the manufacturing and distribution of our products.
+Added: We purchase and use large quantities of commodities, including dairy products, meat products, sugar and other sweeteners, coffee, tomato products, soybean and vegetable oils, eggs, other fruits and vegetables, and wheat and processed grains to manufacture our products.
+Added: In addition, we purchase and use significant quantities of plastics, resin, cardboard, glass, paper and metal to package our products, and we use electricity, diesel fuel, and natural gas in the manufacturing and distribution of our products.
We continuously monitor worldwide supply and cost trends of these commodities.
−Removed: During the year ended December 28, 2024, we experienced increases in certain commodity costs, particularly for tomato products, and soybean and vegetable oils, while costs for dairy products and coffee decreased.
+Added: During the year ended December 27, 2025, we experienced increases in certain commodity costs, particularly for coffee, meats, and eggs while costs for cheese and dairy products and tomato products decreased.
We manage commodity cost volatility primarily through pricing and risk management strategies including utilizing a range of commodity hedging techniques in an effort to limit the impact of price fluctuations on many of our principal raw materials.
17 unchanged sentences
We review and adjust these estimates at least quarterly based on actual experience and other information.
−Removed: Advertising expenses are recorded in SG&A.
+Added: 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.
4 unchanged sentences
Goodwill and Intangible Assets:
−Removed: As of December 28, 2024, we maintain 12 reporting units, eight of which comprise our goodwill balance.
−Removed: These eight reporting units had an aggregate goodwill carrying amount of $28.7 billion at December 28, 2024.
+Added: As of December 27, 2025, we maintain 10 reporting units globally, six of which comprise our goodwill balance.
+Added: These six reporting units had an aggregate goodwill carrying amount of $22.2 billion at December 27, 2025.
Our indefinite-lived intangible asset balance primarily consists of a number of individual brands, which had an aggregate carrying amount of $34.2 billion as of December 27, 2025.
5 unchanged sentences
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors.
−Removed: Estimating the fair value of individual reporting units and brands requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions.
+Added: Estimating the fair value of individual reporting units and brands requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions, and to consider the market multiples of certain peer and guideline companies.
These assumptions and estimates include estimated future annual net cash flows (including net sales, cost of products sold, SG&A, depreciation and amortization, working capital, and capital expenditures), income tax considerations, discount rates, long-term growth rates, royalty rates, contributory asset charges, and other market factors.
−Removed: If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, market capitalization, income tax rates, foreign currency exchange rates, or inflation, change, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then one or more of our reporting units or brands might become impaired in the future.
−Removed: Additionally, any decisions to divest certain non-strategic assets has led, and could in the future lead, to goodwill or intangible asset impairments.
+Added: As part of our 2025 annual impairment test as of June 29, 2025, we used discount rates ranging from 7.3% to 14.8% and long-term growth rates ranging from 0.0% to 4.0% in estimating the fair value of our reporting units.
+Added: Additionally, we used discount rates ranging from 8.5% to 12.3%, long-term growth rates ranging from 0.0% to 4.0%, and royalty rates ranging from 5.0% to 20.0% in estimating the fair value of our brands.
+Added: If current expectations of future growth rates, royalty rates, and margins are not met, if market factors outside of our control change;
+Added: such as discount rates, market capitalization, income tax rates, foreign currency exchange rates, or inflation, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then one or more of our reporting units or brands might become impaired in the future.
+Added: Additionally, any decisions to divest certain non-strategic assets could lead to future goodwill or intangible asset impairments.
As detailed in Note 9, Goodwill and Intangible Assets , in Item 8, Financial Statements and Supplementary Data , we recorded impairment losses related to goodwill and indefinite-lived intangible assets.
Our reporting units and brands that were impaired in 2025, 2024, and 2023 were written down to their respective fair values resulting in zero excess fair value over carrying amount as of the applicable impairment test dates.
−Removed: Accordingly, these and other reporting units and brands that had 20% or less excess fair value over carrying amount as of the 2024 annual impairment test have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.
−Removed: Reporting units with 10% or less fair value over carrying amount, including reporting units that were impaired as part of the 2024 annual impairment test, resulting in zero excess fair value over carrying value, had an aggregate goodwill carrying amount after impairment of $22.4 billion as of the 2024 annual impairment test and included Taste Elevation, Ready Meals and Snacking (“TMS”), Away from Home & Kraft Heinz Ingredients (“AFH”), Meat & Cheese (“MC”), Canada and North America Coffee (“CNAC”), and Continental Europe.
−Removed: Our Northern Europe reporting unit had 10-20% fair value over carrying amount with an aggregate goodwill carrying amount of $1.7 billion as of the 2024 annual impairment test.
−Removed: Our Hydration & Desserts (“HD”) and Asia reporting units had between 20-50% fair value over carrying amount with an aggregate goodwill carrying amount of $4.6 billion as of the 2024 annual impairment test.
−Removed: Our reporting units that have less than 5% excess fair value over carrying amount as of the 2024 annual impairment test are considered at a heightened risk of future impairments and include our TMS, Continental Europe, and AFH reporting units, which had an aggregate goodwill carrying amount of $19.0 billion.
+Added: Our reporting units and brands that had 20% or less excess fair value over carrying amount as of the 2025 annual impairment test have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.
+Added: Our reporting units that were determined to have less than 5% fair value over carrying amount as of our 2025 annual impairment test had an aggregate goodwill carrying amount of $21.9 billion as of the 2025 annual impairment test and included Elevation, HDM, Western Europe, MCCS, and Canada reporting units.
+Added: Our Asia reporting unit had less than 20% fair value over carrying amount with an aggregate goodwill carrying amount of $314 million as of the 2025 annual impairment test.
+Added: Our reporting units that have 20% or less excess fair value over carrying amounts as of the 2025 annual impairment test are considered at a heightened risk of future impairments and had an aggregate carrying amount of $22.2 billion.
Our four remaining reporting units had no goodwill carrying amount at the time of the 2025 annual impairment test.
−Removed: Our indefinite-lived brands with 10% or less fair value over carrying amount, comprised entirely of brands that were impaired within 2024, resulting in zero excess fair value over carrying amount, had an aggregate carrying amount of $2.6 billion as of the latest test for each brand and included Oscar Mayer, Lunchables, Claussen , and Wattie’s.
−Removed: Brands with 10-20% fair value over carrying amount had an aggregate carrying amount of $14.2 billion as of the latest test for each brand and included Kraft, Velveeta, A1, and Bagel Bites .
−Removed: The aggregate carrying amount of brands with fair value over carrying amount between 20-50% was $2.8 billion as of the latest test for each brand.
−Removed: Although the remaining brands, with a carrying amount of $16.9 billion, have more than 50% excess fair value over carrying amount as of the latest test for each brand, these amounts are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.
−Removed: Our brands that have less than 5% excess fair value over carrying amount as of the latest test for each brand are considered at a heightened risk of future impairments and include our Oscar Mayer, Lunchables, Claussen, and Wattie’s brands, which had an aggregate carrying amount of $2.6 billion.
+Added: As of the 2025 annual impairment test, our Kraft brand was determined to have less than 2% fair value over carrying amount, and had a carrying amount of $8.5 billion.
+Added: Our brands that had over 2% but less than 10% fair value over carrying amount included Lunchables, Bagel Bites, and Claussen and had an aggregate carrying amount of $1.2 billion as of the 2025 annual impairment test.
+Added: Our brands that had 10-20% fair value over carrying amount included Velveeta, Oscar Mayer, A1, Capri Sun, and Cool Whip and had an aggregate carrying amount of $5.3 billion as of the 2025 annual impairment test.
+Added: The aggregate carrying amount of brands with fair value over carrying amount 20-50% was $17.0 billion as of the 2025 annual impairment test.
+Added: Although the remaining brands, with a carrying amount of $2.2 billion, have more than 50% excess fair value over carrying amount as of the 2025 annual impairment test, these amounts are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.
+Added: Our brands that have 20% or less excess fair value over carrying amounts as of the 2025 annual impairment test are considered at a heightened risk of future impairments and had an aggregate carrying amount of $15.0 billion.
We generally utilize the discounted cash flow method under the income approach to estimate the fair value of our reporting units.
−Removed: Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual net cash flows for each reporting unit (including net sales, cost of products sold, SG&A, depreciation and amortization, working capital, and capital expenditures), income tax rates, long-term growth rates, royalty rates, a discount rate that appropriately reflects the risks inherent in each future cash flow stream, and other market factors.
−Removed: 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.
+Added: Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual cash flows for each reporting unit (including net sales, cost of products sold, SG&A, depreciation and amortization, working capital, and capital expenditures), income tax rates, long-term growth rates, royalty rates, a discount rate that appropriately reflects the risks inherent in each future cash flow stream, and other market factors.
+Added: We select the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, estimated product category growth rates, management’s plans, and a consideration of market multiples of certain peer and guideline companies.
We utilize the excess earnings method under the income approach to estimate the fair value of certain of our largest brands.
−Removed: Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual net cash flows for each brand (including net sales, cost of products sold, and SG&A), contributory asset charges, income tax considerations, long-term growth rates, a discount rate that reflects the level of risk associated with the future earnings attributable to the brand, management’s intent to invest in the brand indefinitely, and other market factors.
−Removed: 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.
+Added: Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual cash flows for each brand (including net sales, cost of products sold, and SG&A), contributory asset charges, income tax considerations, long-term growth rates, a discount rate that reflects the level of risk associated with the future earnings attributable to the brand, and management’s intent to invest in the brand indefinitely.
+Added: We select the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, estimated product category growth rates, management’s plans, and a consideration of market multiples of certain peer and guideline companies.
We utilize the relief from royalty method under the income approach to estimate the fair value of our remaining brands.
−Removed: 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.
−Removed: 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.
−Removed: The discount rates, long-term growth rates, and royalty rates (for our brands valued utilizing the relief from royalty method) used to estimate the fair values of our reporting units and our brands with 20% or less excess fair value over carrying amount, as well as the goodwill or brand carrying amounts, as of the latest test for each reporting unit and brand were as follows:
+Added: Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual sales for each brand, royalty rates (as a percentage of net sales that would hypothetically be charged by a licensor of the brand to an unrelated licensee), income tax considerations, long-term growth rates, a discount rate that reflects the level of risk associated with the future cost savings attributable to the brand, and management’s intent to invest in the brand indefinitely.
+Added: We select the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, estimated product category growth rates, management’s plans, and a consideration of market multiples of certain peer and guideline companies.
+Added: The discount rates, long-term growth rates, and royalty rates used to estimate the fair values of our reporting units and our brands with 20% or less excess fair value over carrying amount, as well as the goodwill or brand carrying amounts, as of the 2025 annual impairment test for each reporting unit and brand were as follows:
Goodwill or Brands Carrying Amount
8 unchanged sentences
Additionally, these assumptions are generally interdependent and do not change in isolation.
−Removed: However, as it is reasonably possible that changes in assumptions could occur, as a sensitivity measure, we have presented the estimated effects of isolated changes in discount rates, long-term growth rates, and royalty rates (for our brands valued utilizing the relief from royalty method) on the fair values of our reporting units and brands with 20% or less excess fair value over carrying amount.
+Added: However, as it is reasonably possible that changes in assumptions could occur, as a sensitivity measure, we have presented the estimated effects of isolated changes in discount rates, long-term growth rates, and royalty rates on the fair values of our reporting units and brands with 20% or less excess fair value over carrying amount.
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.
−Removed: If we had changed the assumptions used to estimate the fair value of our reporting units and brands with 20% or less excess fair value over carrying amount, as a result of the latest test for each of these reporting units and brands, these isolated changes, which are reasonably possible to occur, would have led to the following increase/(decrease) in the aggregate fair value of these reporting units and brands (in billions):
+Added: If we had changed the assumptions used to estimate the fair value of our reporting units and brands with 20% or less excess fair value over carrying amount, as a result of the 2025 annual impairment test for each of these reporting units and brands, these isolated changes, which are reasonably possible to occur, would have led to the following increase/(decrease) in the aggregate fair value of these reporting units and brands (in billions):
Discount Rate Long-Term Growth Rate Royalty Rate
60 unchanged sentences
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.
−Removed: As part of our planning for the changes in the international tax environment, as well as to achieve greater operational synergies, we have enacted changes to our corporate entity structure which included a transfer of and will result in the movement of certain business operations to a wholly-owned subsidiary in the Netherlands resulting in a tax benefit of $3.0 billion recorded as a non-U.S.
−Removed: deferred tax asset in December 2024.
−Removed: The deferred tax asset was recognized as a result of the book and tax basis difference on the business transferred to the Netherlands subsidiary with the tax basis determined by reference to the fair value of the business.
−Removed: In determining the fair value of the business transferred the Company utilized the discounted cash flow method under the income approach and in doing so, we made assumptions that have a significant impact on the fair value including, but not limited to, estimated future annual net cash flows (most significantly estimated future annual net sales), a discount rate that reflects the level of risk associated with the future cash flows of the business, long-term growth rates, income tax rates and other market factors.
−Removed: The associated valuation allowance of $0.6 billion is related to uncertainty in the Pillar Two legislative interpretation and is based on our latest assessment of the total tax benefit that is more likely than not to be realized.
−Removed: The recognition of our future tax benefits associated with this transaction is dependent upon the acceptance of the business valuation and tax basis step-up by the associated taxing authorities.
New Accounting Pronouncements
17 unchanged sentences
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 highly inflationary subsidiaries, for which we calculate the previous year’s results using the current year’s exchange rate.
−Removed: Adjusted Operating Income is defined as operating income excluding, when they occur, the impacts restructuring activities, deal costs, unrealized gains/(losses) on commodity hedges (the unrealized gains and losses are recorded in general corporate expenses until realized;
+Added: Adjusted Operating Income is defined as operating income excluding, when they occur, the impacts restructuring activities, deal costs, separation costs, unrealized gains/(losses) on commodity hedges (the unrealized gains and losses are recorded in general corporate expenses until realized;
once realized, the gains and losses are recorded in the applicable segment’s operating results), impairment losses, and certain non-ordinary course legal and regulatory matters.
−Removed: Adjusted EPS is defined as diluted EPS excluding, when they occur, the impacts of restructuring activities, deal costs, unrealized losses/(gains) on commodity hedges, impairment losses, certain non-ordinary course legal and regulatory matters, losses/(gains) on the sale of a business, other losses/(gains) related to acquisitions and divestitures (e.g., tax and hedging impacts), nonmonetary currency devaluation (e.g., remeasurement gains and losses), debt prepayment and extinguishment (benefit)/costs, and certain significant discrete income tax items, and including, when they occur, adjustments to reflect preferred stock dividend payments on an accrual basis.
+Added: Adjusted EPS is defined as diluted EPS excluding, when they occur, the impacts of restructuring activities, deal costs, separation costs, unrealized losses/(gains) on commodity hedges, impairment losses, certain non-ordinary course legal and regulatory matters, losses/(gains) on the sale of a business, other losses/(gains) related to acquisitions and divestitures (e.g., tax and hedging impacts), nonmonetary currency devaluation (e.g., remeasurement gains and losses), debt prepayment and extinguishment (benefit)/costs, and certain significant discrete income tax items, and including, when they occur, adjustments to reflect preferred stock dividend payments on an accrual basis.
The Kraft Heinz Company
21 unchanged sentences
Kraft Heinz (3.5) % (0.1) pp 0.0 pp (3.4) % 0.7 pp (4.1) pp
−Removed: Net Sales Impact of Currency Impact of Acquisitions and Divestitures
−Removed: Impact of 53rd Week
−Removed: Organic Net Sales Price Volume/Mix
−Removed: North America 20,126 (65) — — 20,191
−Removed: International Developed Markets
−Removed: 3,623 (15) 7 — 3,631
−Removed: Emerging Markets 2,891 (88) 27 — 2,952
−Removed: Kraft Heinz 26,640 (168) 34 — 26,774
−Removed: North America 20,340 — — 357 19,983
−Removed: International Developed Markets
−Removed: 3,401 — 30 56 3,315
−Removed: Emerging Markets 2,744 82 30 41 2,591
−Removed: Kraft Heinz 26,485 82 60 454 25,889
−Removed: Year-over-year growth rates
−Removed: North America (1.0) % (0.3) pp 0.0 pp (1.7) pp 1.0 % 7.5 pp (6.5) pp
−Removed: International Developed Markets
−Removed: 6.5 % (0.5) pp (0.7) pp (1.8) pp 9.5 % 15.6 pp (6.1) pp
−Removed: Emerging Markets
−Removed: 5.4 % (6.6) pp (0.2) pp (1.7) pp 13.9 % 10.9 pp 3.0 pp
−Removed: Kraft Heinz 0.6 % (0.9) pp (0.1) pp (1.8) pp 3.4 % 8.9 pp (5.5) pp
The Kraft Heinz Company
1 unchanged sentence
(in millions)
−Removed: December 28, 2024 December 30, 2023 December 31, 2022
+Added: December 27, 2025 December 28, 2024
Operating income/(loss) $ (4,669) $ 1,683
Restructuring activities 13 27
−Removed: Deal costs — — 9
Unrealized losses/(gains) on commodity hedges 35 (19)
Impairment losses 9,306 3,669
−Removed: Certain non-ordinary course legal and regulatory matters — 2 210
+Added: Separation costs 60 —
Adjusted Operating Income $ 4,745 $ 5,360
−Removed: $ 5,360 $ 5,297 $ 4,989
The Kraft Heinz Company
Reconciliation of Diluted EPS to Adjusted EPS
−Removed: December 28, 2024 December 30, 2023 December 31, 2022
+Added: December 27, 2025 December 28, 2024
Diluted EPS $ (4.93) $ 2.26
Restructuring activities (a)
−Removed: 0.01 0.16 0.05
Unrealized losses/(gains) on commodity hedges (b)
−Removed: (0.01) — 0.04
Impairment losses (c)
−Removed: 2.58 0.50 0.70
−Removed: Certain non-ordinary course legal and regulatory matters (d)
+Added: Separation costs (d)
Losses/(gains) on sale of business (e)
−Removed: 0.05 — (0.01)
−Removed: Other losses/(gains) related to acquisitions and divestitures (f)
−Removed: Nonmonetary currency devaluation (g)
−Removed: 0.01 0.02 0.01
−Removed: Debt prepayment and extinguishment (benefit)/costs (h)
−Removed: Certain significant discrete income tax items (i)
−Removed: (1.84) (0.01) —
+Added: Nonmonetary currency devaluation (f)
+Added: Certain significant discrete income tax items (g)
Adjusted EPS $ 2.60 $ 3.06
−Removed: (a) Gross expenses/(income) included in restructuring activities were expenses of $20 million ($18 million after-tax) in 2024, $225 million ($193 million after-tax) in 2023 and $74 million ($56 million after-tax) in 2022 and were recorded in the following income statement line items:
−Removed: • Cost of products sold included expenses of $8 million in 2024, $57 million in 2023 and $27 million in 2022;
−Removed: • SG&A included expenses of $19 million in 2024, $3 million in 2023, and $47 million in 2022;
−Removed: • Other expense/(income) included income of $7 million in 2024 and expenses of $165 million in 2023.
−Removed: The 2024 income and 2023 expenses primarily relate to the settlement of one of our U.K.
−Removed: defined benefit pension plans.
−Removed: See Note 11, Postemployment Benefits , in Item 8, Financial Statements and Supplementary Data , for additional information.
−Removed: (b) Gross expenses/(income) included in unrealized losses/(gains) on commodity hedges were income of $19 million ($15 million after-tax) in 2024, expenses of $1 million ($1 million after-tax) in 2023 and expenses of $63 million ($48 million after-tax) in 2022 and were recorded in cost of products sold.
+Added: (a) Gross expenses/(income) included in restructuring activities were expenses of $21 million ($18 million after-tax) in 2025 and $20 million ($18 million after-tax) in 2024 and were recorded in the following income statement line items:
+Added: • Cost of products sold included expenses of $1 million in 2025 and $8 million in 2024;
+Added: • SG&A included expenses of $12 million in 2025 and $19 million in 2024;
+Added: • Other expense/(income) included expenses of $8 million in 2025 and income of $7 million in 2024.
+Added: (b) Gross expenses/(income) included in unrealized losses/(gains) on commodity hedges were expenses of $35 million ($26 million after-tax) in 2025 and income of $19 million ($15 million after-tax) in 2024 and were recorded in cost of products sold.
(c) Gross impairment losses included the following:
−Removed: • Goodwill impairment losses of $1.6 billion ($1.6 billion after-tax) in 2024, $510 million ($510 million after-tax) in 2023, and $444 million ($444 million after-tax) in 2022, which were recorded in SG&A;
−Removed: • Intangible asset impairment losses of $2.0 billion ($1.6 billion after-tax) in 2024, $152 million ($116 million after-tax) in 2023, and $469 million ($358 million after-tax) in 2022, which were recorded in SG&A;
−Removed: • Property, plant and equipment asset impairment losses of $86 million ($65 million after-tax) in 2022, which were recorded in cost of products sold.
−Removed: (d) Gross expenses included in certain non-ordinary course legal and regulatory matters were $2 million ($2 million after-tax) in 2023, and $210 million ($161 million after-tax) in 2022 and were recorded in SG&A.
−Removed: See Note 15, Commitments and Contingencies , in Item 8, Financial Statements and Supplementary Data , for additional information.
−Removed: (e) Gross expenses/(income) included in losses/(gains) on sale of business were expenses of $81 million ($60 million after-tax) in 2024, income of $4 million (expenses of $3 million after-tax) in 2023, and income of $25 million ($17 million after-tax) in 2022 and were recorded in other expense/(income).
−Removed: (f) Gross expenses/(income) included in other losses/(gains) related to acquisitions and divestitures were income of $38 million ($29 million after-tax) in 2022 and were recorded in other expense/(income).
−Removed: (g) Gross expenses included in nonmonetary currency devaluation were $16 million ($16 million after-tax) in 2024, $28 million ($28 million after-tax) in 2023, and $17 million ($17 million after-tax) in 2022 and were recorded in other expense/(income).
−Removed: (h) Gross expenses/(income) included in debt prepayment and extinguishment (benefit)/costs were income of $38 million ($35 million after-tax) in 2022 and were recorded in interest expense.
−Removed: (i) Certain significant discrete income tax items were a benefit of $2.2 billion in 2024 and $17 million in 2023.
−Removed: The benefit in 2024 represents the recognition of a foreign deferred tax asset ($3.0 billion) and an associated valuation allowance ($0.6 billion) related to the transfer of business operations to a wholly-owned subsidiary in the Netherlands, partially offset by establishing a valuation allowance against deferred tax assets in our subsidiary in Brazil.
−Removed: The benefit in 2023 represents the reversal of uncertain tax position reserves related to the U.S.
−Removed: Tax Cuts and Jobs Act resulting from a conclusion of the IRS’s income tax examination for the year 2017 and the lapsing of the statute of limitations for such year.
+Added: • Goodwill impairment losses of $6.7 billion ($6.7 billion after-tax) in 2025 and $1.6 billion ($1.6 billion after-tax) in 2024, which were recorded in SG&A;
+Added: • Intangible asset impairment losses of $2.6 billion ($2.0 billion after-tax) in 2025 and $2.0 billion ($1.6 billion after-tax) in 2024, which were recorded in SG&A.
+Added: (d) Gross expenses recorded in separation costs were $60 million ($53 million after-tax) in 2025 and were recorded in SG&A.
+Added: (e) Gross expenses/(income) included in losses/(gains) on sale of business were expenses of $42 million ($42 million after-tax) in 2025 and expenses of $81 million ($60 million after-tax) in 2024 and were recorded in other expense/(income).
+Added: (f) Gross expenses included in nonmonetary currency devaluation were $34 million ($34 million after-tax) in 2025 and $16 million ($16 million after-tax) in 2024 and were recorded in other expense/(income).
+Added: (g) Certain significant discrete income tax items included expenses of $73.0 million in 2025 and a benefit of $2.2 billion in 2024.
+Added: The expense in 2025 related to an adjustment to the valuation allowance associated with a non-U.S.
+Added: deferred tax asset recognized in 2024 as a result of the movement of certain business operations to a wholly-owned subsidiary in the Netherlands.
+Added: The benefit in 2024 represented the recognition of a foreign deferred tax asset ($3.0 billion) and an associated valuation allowance ($0.6 billion) related to the transfer of business operations to a wholly-owned subsidiary in the Netherlands, partially offset by the establishment of a valuation allowance against deferred tax assets in our subsidiary in Brazil.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.