10-Q – 2025-10-29 – khc-20250927.htm

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Depreciation and amortization expense:
North America $ 158   $ 158   $ 474   $ 458  
International Developed Markets 36   42   110   122  
Total segment depreciation and amortization expense 194   200   584   580  
Emerging Markets 28   25   84   79  
General corporate expenses 23   20   49   55  
Total depreciation and amortization expense $ 245   $ 245   $ 717   $ 714  

Total capital expenditures by segment were (in millions):

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Capital expenditures:
North America $ 104   $ 151   $ 369   $ 490  
International Developed Markets 24   32   86   121  
Total segment capital expenditures 128   183   455   611  
Emerging Markets 25   25   76   84  
General corporate expenses 18   26   65   82  
Total capital expenditures $ 171   $ 234   $ 596   $ 777  

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We manage our product portfolio through eight consumer-driven product platforms: Taste Elevation, Easy Ready Meals, Substantial Snacking, Desserts, Hydration, Cheese, Coffee, and Meats. A platform is a lens created for the portfolio based on a grouping of consumer needs. The platforms help us to manage and organize our business effectively by providing insight into our various product categories and brands.
Taste Elevation includes condiments, sauces, dressings, and spreads. Easy Ready Meals includes Kraft Mac & Cheese varieties, frozen potato products, and other frozen meals. Substantial Snacking includes Lunchables meal kits, frozen snacks, and pickles. Desserts includes dry packaged desserts, refrigerated ready to eat desserts, and other dessert toppings. Hydration includes ready to drink beverages, powdered beverages, and liquid concentrates. Cheese includes American sliced and recipe cheeses. Coffee includes mainstream coffee, coffee pods, and premium coffee. Meats includes cold cuts, bacon, and hot dogs.
Each platform is assigned a role within our business to help inform our resource allocation and investment decisions, which are made at the operating segment level. These roles include: Accelerate, Protect, and Balance. Our Accelerate role contains platforms that are expected to have high growth potential, generate higher gross margins, and are in markets in which we have higher market share. Our Protect role contains platforms that are expected to have moderate growth potential, tend to generate higher gross margins, and are in markets in which we have higher market share. Our Balance role contains platforms that include commodity-heavy categories with relatively flat growth potential but help us to maintain our brand footprint.
Net sales by platform were (in millions):

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
ACCELERATE
Taste Elevation $ 2,788   $ 2,825   $ 8,389   $ 8,443  
Easy Ready Meals 1,020   1,065   2,986   3,162  
Substantial Snacking 406   423   1,181   1,290  
Total Accelerate 4,214   4,313   12,556   12,895  
PROTECT
Desserts 291   292   791   815  
Hydration 552   539   1,624   1,635  
Total Protect 843   831   2,415   2,450  
BALANCE
Cheese 392   426   1,217   1,273  
Coffee 219   200   646   621  
Meats 485   538   1,486   1,633  
Other 84   75   268   398  
Total Balance 1,180   1,239   3,617   3,925  
Total net sales $ 6,237   $ 6,383   $ 18,588   $ 19,270  

The net sales by platform for the three and nine months ended September 28, 2024 presented in the table above has been corrected to conform to our previously disclosed platform definitions. The update had no impact on net sales or on the condensed consolidated financial statements and we do not believe they are material to the condensed consolidated financial statements.
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Note 18. Other Financial Data
Condensed Consolidated Statements of Income Information
Other expense/(income) consists of the following (in millions):

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Amortization of postemployment benefit plans prior service costs/(credits) $ ( 2 ) $ ( 2 ) $ ( 6 ) $ ( 6 )
Net pension and postretirement non-service cost/(benefit) (a)
( 32 ) ( 38 ) ( 84 ) ( 101 )
Loss/(gain) on sale of business 44   ( 1 ) 44   78  
Interest income ( 34 ) ( 16 ) ( 85 ) ( 49 )
Foreign exchange losses/(gains) 5   7   209   ( 28 )
Derivative losses/(gains) ( 3 ) ( 2 ) ( 194 ) 46  
Other miscellaneous expense/(income) —   4   ( 4 ) 4  
Other expense/(income) $ ( 22 ) $ ( 48 ) $ ( 120 ) $ ( 56 )

(a)    Excludes amortization of postemployment benefit plans prior service costs/(credits).
We present all non-service cost components of net pension cost/(benefit) and net postretirement cost/(benefit) within other expense/(income) on our condensed consolidated statements of income. See Note 11, Postemployment Benefits , for additional information on these components, including any curtailments and settlements, as well as information on our prior service costs/(credits) amortization. See Note 12, Financial Instruments , for information related to our derivative impacts.
Other expense/(income) was $ 22 million of income for the three months ended September 27, 2025 compared to $ 48 million of income for the three months ended September 28, 2024. This change was primarily driven by a $ 44 million net loss on sale of business in the third quarter of 2025 compared to a $ 1 million net gain on sale of business in the third quarter of 2024, and a $ 6 million decrease in non-cash net pension and postretirement non-service benefits in the third quarter of 2025 compared to the third quarter of 2024. These negative impacts on other expense/(income) were partially offset by an $ 18 million increase in interest income in the third quarter of 2025 compared to the third quarter of 2024.
Other expense/(income) was $ 120 million of income for the nine months ended September 27, 2025 compared to $ 56 million of income for the nine months ended September 28, 2024. This change was primarily driven by a $ 194 million net gain on derivative activities in 2025 compared to a $ 46 million net loss on derivative activities in 2024, a $ 36 million increase in interest income in 2025 compared to 2024, a $ 44 million loss on sale of business in 2025 compared to a $ 78 million loss on the sale of business in 2024, and $ 4 million of income in other miscellaneous income in 2025 compared to $ 4 million of expense in other miscellaneous expense in 2024. These positive impacts on other expense/(income) were partially offset by a $ 209 million net foreign exchange loss in 2025 compared to a $ 28 million net foreign exchange gain in 2024, and a $ 17 million decrease in non-cash net pension and postretirement non-service benefits in 2025 compared to 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview
Objective:
The following discussion provides an analysis of our financial condition and results of operations from management's perspective and should be read in conjunction with the condensed consolidated financial statements and related notes included in Item 1, Financial Statements , of this Quarterly Report on Form 10-Q. 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.
Description of the Company:
We manufacture and market food and beverage products, including condiments and sauces, cheese and dairy, meals, meats, refreshment beverages, coffee, and other grocery products throughout the world.
We manage our operating results through four operating segments: North America, Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”). We have two reportable segments defined by geographic region: North America and International Developed Markets. Our remaining operating segments, consisting of WEEM and AEM, are combined and disclosed as Emerging Markets.
See Note 17, Segment Reporting , in Item 1, Financial Statements , for our financial information by segment.
Proposed Separation Transaction:
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 is expected to allow each company to have greater strategic and operational focus to better serve customers, customize capital allocation, and accelerate profitable growth. We currently expect to complete the Separation in the second half of 2026. See Part II. Items 1A. Risk Factors of this Quarterly Report on Form 10-Q for further discussion of risks relating to the Separation.
Acquisitions and Divestitures:
On July 9, 2025, we entered into a definitive agreement to sell our infant and specialty food business in Italy, within our International Developed Markets segment, which is expected to close in the first quarter of 2026. In the first quarter of 2024, we closed the sale of the Russia Infant Transaction and the Papua New Guinea Transaction, both within Emerging Markets. See Note 5, Acquisitions and Divestitures , in Item 1, Financial Statements , for additional information on divestiture activities.
Business Trends and Items Affecting Comparability of Financial Results
Inflation, Supply Chain, and Tariff Impacts:
During the nine months ended September 27, 2025, we experienced increased inflationary pressures compared to the prior year, due in part to the recent tariff and trade policy actions taken by the United States and foreign governments. We have incurred increased cost of products sold within a subset of our North America segment (primarily within our Coffee and Hydration platforms) due to the impacts of tariffs on certain raw materials currently sourced from outside of the U.S. and on certain products that are manufactured through our integrated supply chain that spans the U.S. and Canada.
While these increased costs have had a negative impact on our results of operations, we have taken measures to mitigate the impact of this inflation through pricing actions, efficiency gains, and alternative sourcing. However, there has been, and we expect that there could continue to be, a difference between the timing of when these mitigative actions impact our results of operations and when the cost inflation is incurred. Additionally, the pricing actions we take have, in some instances, negatively impacted, and could continue to negatively impact, our market share. 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.
Consumer Trends:
In the second quarter of 2025, we announced our commitment to remove Food, Drug & Cosmetic (“FD&C”) colors from our U.S. portfolio of products before the end of 2027. Additionally, we have committed to ensuring that all new products launched in the U.S. will be free of FD&C colors. This initiative will impact a subset of the products sold within our North America segment, primarily within our Hydration and Desserts platforms. 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.
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Regulatory Landscape:
On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the United States. The OBBBA includes, among other provisions, a broad range of changes to U.S. tax law, as well as changes to eligibility requirements for Supplemental Nutrition Assistance Program (“SNAP”) recipients. While OBBBA did not have a significant impact on our total tax provision as of September 27, 2025, we are still evaluating our position on the elective provisions of the law and the potential impacts of those elections on our financial statements.

Results of Operations
We disclose in this report certain non-GAAP financial measures. These non-GAAP financial measures assist management in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our underlying operations. For additional information and reconciliations to the most closely comparable financial measures presented in our condensed consolidated financial statements, which are calculated in accordance with U.S. GAAP see Non-GAAP Financial Measures.
Consolidated Results of Operations
Summary of Results:

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 % Change September 27, 2025 September 28, 2024 % Change
(in millions, except per share data) (in millions, except per share data)
Net sales $ 6,237  $ 6,383  (2.3) % $ 18,588  $ 19,270  (3.5) %
Operating income/(loss) 1,025  (101) 1,114.9  % (5,753) 1,723  (433.9) %
Net income/(loss) 613  (290) 311.4  % (6,496) 614  (1,158.0) %
Net income/(loss) attributable to common shareholders 615  (290) 312.1  % (6,497) 613  (1,159.9) %
Diluted EPS 0.52  (0.24) 316.7  % (5.47) 0.50  (1,194.0) %

Net Sales:

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 % Change September 27, 2025 September 28, 2024 % Change
(in millions) (in millions)
Net sales $ 6,237  $ 6,383  (2.3) % $ 18,588  $ 19,270  (3.5) %
Organic Net Sales (a)
6,201  6,363  (2.5) % 18,612  19,204  (3.1) %

(a)    Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
Three Months Ended September 27, 2025 Compared to the Three Months Ended September 28, 2024:
Net sales decreased 2.3% to $6.2 billion for the three months ended September 27, 2025 compared to $6.4 billion for the three months ended September 28, 2024, including the favorable impact of foreign currency (0.2 pp). Organic Net Sales decreased 2.5% to $6.2 billion for the three months ended September 27, 2025 compared to $6.4 billion for the three months ended September 28, 2024, primarily due to the unfavorable volume/mix (3.5 pp), which more than offset higher pricing (1.0 pp). 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.
Nine Months Ended September 27, 2025 Compared to the Nine Months Ended September 28, 2024:
Net sales decreased 3.5% to $18.6 billion for the nine months ended September 27, 2025 compared to $19.3 billion for the nine months ended September 28, 2024, including the unfavorable impact of foreign currency (0.4 pp). Organic Net Sales decreased 3.1% to $18.6 billion for the nine months ended September 27, 2025 compared to $19.2 billion for the nine months ended September 28, 2024, primarily due to the unfavorable volume/mix (3.9 pp), which more than offset higher pricing (0.8 pp). 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.
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Net Income/(Loss):

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 % Change September 27, 2025 September 28, 2024 % Change
(in millions) (in millions)
Operating income/(loss) $ 1,025  $ (101) 1,114.9  % $ (5,753) $ 1,723  (433.9) %
Net income/(loss) 613  (290) 311.4  % (6,496) 614  (1,158.0) %
Net income/(loss) attributable to common shareholders 615  (290) 312.1  % (6,497) 613  (1,159.9) %
Adjusted Operating Income (a)
1,106  1,330  (16.9) % 3,581  3,975  (9.9) %

(a)    Adjusted Operating Income is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
Three Months Ended September 27, 2025 Compared to the Three Months Ended September 28, 2024:
Operating income/(loss) increased 1,114.9% to income of $1.0 billion for the three months ended September 27, 2025 compared to losses of $101 million for the three months ended September 28, 2024, primarily due to non-cash impairment losses that were $1.4 billion lower in the current year period. In addition to the impact of these non-cash impairment losses, operating income/(loss) decreased $267 million due to inflationary pressures in commodity and manufacturing costs that outpaced our efficiency initiatives, unfavorable volume/mix, increased SG&A, primarily due to increased advertising expenses, and unfavorable changes in unrealized losses/(gains) on commodity hedges. These unfavorable impacts to operating income/(loss) were partially offset by higher pricing.
Net income/(loss) increased 311.4% to income of $613 million for the three months ended September 27, 2025 compared to losses of $290 million for the three months ended September 28, 2024. This increase was due to the favorable changes in operating income/(loss) factors discussed above, partially offset by higher income tax expense, unfavorable changes in other expense/(income), and higher interest expense.
• Our effective tax rate for the three months ended September 27, 2025 was an expense of 24.0% on pre-tax income. Our effective tax rate for the three months ended September 28, 2024 was an expense of 2.5% on pre-tax loss, which included the net unfavorable effective tax rate impact of goodwill and intangible asset impairment losses of 22.9%. The year-over-year change in the effective tax rate for the three-month period was primarily driven by the impact of non-deductible goodwill impairments and a less favorable geographic mix of pre-tax income in various non-U.S. jurisdictions primarily due to the changes made to our corporate entity structure in December 2024.
• Other expense/(income) was $22 million of income for the three months ended September 27, 2025 compared to $48 million of income for the three months ended September 28, 2024. This change was primarily driven by a $44 million net loss on the sale of a business recognized in the third quarter of 2025 associated with the Italy Infant Transaction, partially offset by an $18 million increase in interest income primarily due to interest earned on our available-for-sale securities.
Adjusted Operating Income decreased 16.9% to $1.1 billion for the three months ended September 27, 2025 compared to $1.3 billion for the three months ended September 28, 2024, primarily due to inflationary pressures in commodity and manufacturing costs that outpaced our efficiency initiatives, unfavorable volume/mix, and increased SG&A, primarily due to increased advertising expenses. These unfavorable impacts more than offset higher pricing and the favorable impact of foreign currency (0.1 pp).
Nine Months Ended September 27, 2025 Compared to the Nine Months Ended September 28, 2024:
Operating income/(loss) decreased 433.9% to a loss of $5.8 billion for the nine months ended September 27, 2025 compared to income of $1.7 billion for the nine months ended September 28, 2024, primarily due to non-cash impairment losses that were $7.0 billion higher in the current year period. In addition to the impact of these non-cash impairment losses, operating income/(loss) decreased $457 million due to inflationary pressures in commodity and manufacturing costs that outpaced our efficiency initiatives, unfavorable volume/mix, and unfavorable changes in unrealized losses/(gains) on commodity hedges. These unfavorable impacts to operating income/(loss) were partially offset by higher pricing and decreased SG&A, primarily due to decreased advertising expenses and lower variable compensation expense.
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Net income/(loss) decreased 1,158.0% to a loss of $6.5 billion for the nine months ended September 27, 2025 compared to income of $614 million for the nine months ended September 28, 2024. This decrease was due to the unfavorable changes in operating income/(loss) factors discussed above and higher interest expense, partially offset by lower income tax expense and favorable changes in other expense/(income).
• Our effective tax rate for the nine months ended September 27, 2025 was an expense of 2.4% on pre-tax loss, which included the net unfavorable effective tax rate impact of non-deductible goodwill impairments of 24.8%. Our effective tax rate for the nine months ended September 28, 2024 was an expense of 43.9% on pre-tax income, which included the net unfavorable effective tax rate impact of goodwill and intangible asset impairment losses of 21.5%. The year-over-year change in the effective tax rate for the nine month period was primarily due to the impact of non-deductible goodwill impairments, and a less favorable geographic mix of pre-tax income in various non-U.S. jurisdictions.
• Other expense/(income) was $120 million of income for the nine months ended September 27, 2025 compared to $56 million of income for the nine months ended September 28, 2024. This change was primarily driven by a $36 million increase in interest income in 2025 compared to 2024 primarily due to interest earned our available-for-sale securities, and a $44 million net loss on the sale of a business recognized in 2025 compared to a $78 million net loss on the sale of businesses in 2024.
Adjusted Operating Income decreased 9.9% to $3.6 billion for the nine months ended September 27, 2025 compared to $4.0 billion for the nine months ended September 28, 2024, primarily due to inflationary pressures in commodity and manufacturing costs that outpaced our efficiency initiatives, unfavorable volume/mix, and the unfavorable impact of foreign currency (0.1 pp). These unfavorable impacts more than offset higher pricing and decreased SG&A, primarily due to decreased advertising expenses and lower variable compensation expense.
Diluted EPS:

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 % Change September 27, 2025 September 28, 2024 % Change
Diluted EPS $ 0.52  $ (0.24) 316.7  % $ (5.47) $ 0.50  (1,194.0) %
Adjusted EPS (a)
0.61  0.75  (18.7) % 1.92  2.22  (13.5) %

(a)    Adjusted EPS is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
Three Months Ended September 27, 2025 Compared to the Three Months Ended September 28, 2024:
Diluted EPS increased 316.7% to $0.52 for the three months ended September 27, 2025 compared to $(0.24) for the three months ended September 28, 2024, primarily due to the net income/(loss) factors discussed above and the favorable impact of our common stock repurchases.

For the Three Months Ended
September 27, 2025 September 28, 2024 $ Change % Change
Diluted EPS $ 0.52  $ (0.24) $ 0.76  316.7  %

Unrealized losses/(gains) on commodity hedges 0.02  —  0.02 
Impairment losses 0.03  0.99  (0.96)
Separation costs 0.01  —  0.01 

Losses/(gains) on sale of business 0.04  —  0.04 

Certain significant discrete income tax items (0.01) —  (0.01)
Adjusted EPS (a)
$ 0.61  $ 0.75  $ (0.14) (18.7) %

Key drivers of change in Adjusted EPS (a) :

Results of operations $ (0.14)

Interest expense (0.01)
Other expense/(income) 0.02 
Effective tax rate (0.02)
Effect of common stock repurchases (b)
0.01 
$ (0.14)

(a)    Adjusted EPS is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
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(b)    Includes the impact of the change in the weighted average shares of common stock outstanding, including dilutive effect, which is primarily due to shares purchased pursuant to our publicly announced share repurchase program. See Note 16, Earnings Per Share , for more information on our weighted average shares outstanding.
Adjusted EPS decreased 18.7% to $0.61 for the three months ended September 27, 2025 compared to $0.75 for the three months ended September 28, 2024. This decrease was primarily due to lower Adjusted Operating Income, higher taxes on adjusted earnings, and higher interest expense, which more than offset the favorable changes in other expense/(income) and the favorable impact of our common stock repurchases.
Nine Months Ended September 27, 2025 Compared to the Nine Months Ended September 28, 2024:
Diluted EPS decreased 1,194.0% to $(5.47) for the nine months ended September 27, 2025 compared to $0.50 for the nine months ended September 28, 2024, primarily due to the net income/(loss) factors discussed above, which more than offset the favorable impact of our common stock repurchases.

For the Nine Months Ended

September 27, 2025 September 28, 2024 $ Change % Change
Diluted EPS $ (5.47) $ 0.50  $ (5.97) (1,194.0) %
Restructuring activities 0.01  —  0.01 

Unrealized losses/(gains) on commodity hedges —  (0.02) 0.02 
Impairment losses 7.30  1.69  5.61 
Separation costs 0.01  —  0.01 

Losses/(gains) on sale of business 0.04  0.05  (0.01)

Nonmonetary currency devaluation 0.02  —  0.02 

Certain significant discrete income tax items 0.01  —  0.01 
Adjusted EPS (a)
$ 1.92  $ 2.22  $ (0.30) (13.5) %

Key drivers of change in Adjusted EPS (a) :

Results of operations $ (0.26)

Interest expense (0.01)
Other expense/(income) 0.04 
Effective tax rate (0.11)
Effect of common stock repurchases (b)
0.04 
$ (0.30)

(a)    Adjusted EPS is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
(b)    Includes the impact of the change in the weighted average shares of common stock outstanding, including dilutive effect, which is primarily due to shares purchased pursuant to our publicly announced share repurchase program. See Note 16, Earnings Per Share , for more information on our weighted average shares outstanding.
Adjusted EPS decreased 13.5% to $1.92 for the nine months ended September 27, 2025 compared to $2.22 for the nine months ended September 28, 2024. This decrease was 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).
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Results of Operations by Segment
We manage our operating results through four operating segments. We have two reportable segments defined by geographic region: North America and International Developed Markets. Our remaining operating segments, consisting of WEEM and AEM, are combined and disclosed as Emerging Markets.
Management evaluates segment performance based on several factors, including net sales, Organic Net Sales, and Segment Adjusted Operating Income. Segment Adjusted Operating Income is defined as operating income/(loss) excluding, when they occur, the impacts of restructuring activities, deal costs, unrealized gains/(losses) on commodity hedges (the unrealized gains and losses are recorded in general corporate expenses until realized; once realized, the gains and losses are recorded in the applicable segment’s operating results), impairment losses, separation costs, and certain non-ordinary course legal and regulatory matters. 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. Segment Adjusted Operating Income is a financial measure that can assist management and investors in comparing our performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our underlying operations. Management also uses Segment Adjusted Operating Income to allocate resources.
Under highly inflationary accounting, the financial statements of a subsidiary are remeasured into our reporting currency (U.S. dollars) based on the legally available exchange rate at which we expect to settle the underlying transactions. Exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in other expense/(income) on our condensed consolidated statements of income, as nonmonetary currency devaluation, rather than accumulated other comprehensive income/(losses) on our condensed consolidated balance sheets, until such time as the economy is no longer considered highly inflationary. See Note 3, Significant Accounting Policies , to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 28, 2024, for additional information. We apply highly inflationary accounting to the results of our subsidiaries in Venezuela, Turkey, and Egypt, which are all in Emerging Markets.
Net Sales:

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
(in millions)
Net sales:
North America $ 4,641  $ 4,826  $ 13,886  $ 14,575 
International Developed Markets 895  882  2,609  2,622 
Emerging Markets
701  675  2,093  2,073 
Total net sales $ 6,237  $ 6,383  $ 18,588  $ 19,270 

Organic Net Sales:

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
(in millions)
Organic Net Sales (a) :

North America $ 4,645  $ 4,826  $ 13,921  $ 14,575 
International Developed Markets 869  882  2,575  2,622 
Emerging Markets
687  655  2,116  2,007 
Total Organic Net Sales $ 6,201  $ 6,363  $ 18,612  $ 19,204 

(a)    Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.

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Drivers of the changes in net sales and Organic Net Sales for the three and nine months ended September 27, 2025 compared to the three and nine months ended September 28, 2024 were:

Net Sales Currency Acquisitions and Divestitures Organic Net Sales Price Volume/Mix
For the Three Months Ended
North America (3.8) % 0.0 pp 0.0 pp (3.8) % 0.4 pp (4.2) pp
International Developed Markets 1.6  % 3.0 pp 0.0 pp (1.4) % 1.0 pp (2.4) pp
Emerging Markets
3.8  % (0.9) pp 0.0 pp 4.7  % 4.0 pp 0.7 pp
Kraft Heinz (2.3) % 0.2 pp 0.0 pp (2.5) % 1.0 pp (3.5) pp

Net Sales Currency Acquisitions and Divestitures Organic Net Sales Price Volume/Mix
For the Nine Months Ended

North America (4.7) % (0.2) pp 0.0 pp (4.5) % 0.4 pp (4.9) pp
International Developed Markets (0.5) % 1.3 pp 0.0 pp (1.8) % 0.5 pp (2.3) pp
Emerging Markets 0.9  % (4.0) pp (0.5) pp 5.4  % 4.5 pp 0.9 pp
Kraft Heinz (3.5) % (0.4) pp 0.0 pp (3.1) % 0.8 pp (3.9) pp

Adjusted Operating Income:

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
(in millions)
Segment Adjusted Operating Income:
North America $ 1,018  $ 1,237  $ 3,292  $ 3,793 
International Developed Markets 130  135  393  397 
Total Segment Adjusted Operating Income 1,148  1,372  3,685  4,190 
Emerging Markets
79  84  278  232 
General corporate expenses (121) (126) (382) (447)
Restructuring activities (6) —  (10) — 

Unrealized gains/(losses) on commodity hedges (23) (3) (6) 30 
Impairment losses (35) (1,428) (9,301) (2,282)
Separation costs (17) —  (17) — 

Operating income/(loss) 1,025  (101) (5,753) 1,723 
Interest expense 240  230  709  685 
Other expense/(income) (22) (48) (120) (56)
Income/(loss) before income taxes $ 807  $ (283) $ (6,342) $ 1,094 

North America:

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 % Change September 27, 2025 September 28, 2024 % Change
(in millions) (in millions)
Net sales $ 4,641  $ 4,826  (3.8) % $ 13,886  $ 14,575  (4.7) %
Organic Net Sales (a)
4,645  4,826  (3.8) % 13,921  14,575  (4.5) %
Segment Adjusted Operating Income
1,018  1,237  (17.8) % 3,292  3,793  (13.2) %

(a)    Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
Three Months Ended September 27, 2025 Compared to the Three Months Ended September 28, 2024:
Net sales decreased 3.8% to $4.6 billion for the three months ended September 27, 2025 compared to $4.8 billion for the three months ended September 28, 2024. Organic Net Sales decreased 3.8% to $4.6 billion for the three months ended September 27, 2025 compared to $4.8 billion for the three months ended September 28, 2024, primarily due to unfavorable volume/mix (4.2
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pp), which more than offset higher pricing (0.4 pp). Unfavorable volume/mix was primarily due to declines in coffee, cold cuts, frozen snacks, and certain condiments. Higher pricing was taken in certain categories to mitigate higher input costs, primarily in coffee.
Segment Adjusted Operating Income decreased 17.8% to $1.0 billion for the three months ended September 27, 2025 compared to $1.2 billion for the three months ended September 28, 2024, primarily due to inflationary pressures in commodity and manufacturing costs that outpaced our efficiency initiatives, unfavorable volume/mix, increased SG&A, primarily due to increased advertising expenses, and the unfavorable impact of foreign currency (0.1 pp). These unfavorable impacts to Segment Adjusted Operating Income more than offset higher pricing.
Nine Months Ended September 27, 2025 Compared to the Nine Months Ended September 28, 2024:
Net sales decreased 4.7% to $13.9 billion for the nine months ended September 27, 2025 compared to $14.6 billion for the nine months ended September 28, 2024, including the unfavorable impacts of foreign currency (0.2 pp). Organic Net Sales decreased 4.5% to $13.9 billion for the nine months ended September 27, 2025 compared to $14.6 billion for the nine months ended September 28, 2024, primarily due to unfavorable volume/mix (4.9 pp), which more than offset higher pricing (0.4 pp). Unfavorable volume/mix was primarily driven by declines in cold cuts, coffee, frozen snacks, desserts, and certain condiments. Higher pricing was taken in certain categories to mitigate higher input costs, primarily in coffee.
Segment Adjusted Operating Income decreased 13.2% to $3.3 billion for the nine months ended September 27, 2025 compared to $3.8 billion for the nine months ended September 28, 2024, primarily due to inflationary pressures in commodity and manufacturing costs that outpaced our efficiency initiatives, unfavorable volume/mix, higher depreciation expense, and the unfavorable impact of foreign currency (0.1 pp). These unfavorable impacts to Segment Adjusted Operating Income more than offset higher pricing and decreased SG&A, primarily due to decreased advertising expenses, and lower variable compensation expense.

International Developed Markets:

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 % Change September 27, 2025 September 28, 2024 % Change
(in millions) (in millions)
Net sales $ 895  $ 882  1.6  % $ 2,609  $ 2,622  (0.5) %
Organic Net Sales (a)
869  882  (1.4) % 2,575  2,622  (1.8) %
Segment Adjusted Operating Income
130  135  (3.5) % 393  397  (1.0) %

(a)    Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
Three Months Ended September 27, 2025 Compared to the Three Months Ended September 28, 2024:
Net sales increased 1.6% to $895 million for the three months ended September 27, 2025 compared to $882 million for the three months ended September 28, 2024, including the favorable impacts of foreign currency (3.0 pp). Organic Net Sales decreased 1.4% to $869 million for the three months ended September 27, 2025 compared to $882 million for the three months ended September 28, 2024, primarily due to unfavorable volume/mix (2.4 pp), which more than offset higher pricing (1.0 pp). Unfavorable volume/mix was primarily due to continued industry slowdowns in meals in the United Kingdom and pricing elasticity in New Zealand.
Segment Adjusted Operating Income decreased 3.5% to $130 million for the three months ended September 27, 2025 compared to $135 million for the three months ended September 28, 2024, primarily due to unfavorable volume/mix and increased SG&A, primarily due to increased variable compensation expense and research and development costs. These unfavorable impacts to Segment Adjusted Operating Income more than offset higher pricing and the favorable impact of foreign currency (4.1 pp).
Nine Months Ended September 27, 2025 Compared to the Nine Months Ended September 28, 2024:
Net sales decreased 0.5% to $2.6 billion for the nine months ended September 27, 2025 compared to $2.6 billion for the nine months ended September 28, 2024, including the favorable impacts of foreign currency (1.3 pp). Organic Net Sales decreased 1.8% to $2.6 billion for the nine months ended September 27, 2025 compared to $2.6 billion for the nine months ended September 28, 2024, primarily due to unfavorable volume/mix (2.3 pp), which more than offset higher pricing (0.5 pp). Unfavorable volume/mix was primarily due to continued industry slowdowns of meals in the United Kingdom and pricing elasticity in New Zealand.
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Segment Adjusted Operating Income decreased 1.0% to $393 million for the nine months ended September 27, 2025 compared to $397 million for the nine months ended September 28, 2024, primarily due to unfavorable volume/mix and inflationary pressures in manufacturing and procurement costs that outpaced our efficiency initiatives. These unfavorable impacts to Segment Adjusted Operating Income more than offset higher pricing, the favorable impact of foreign currency (2.8 pp), lower amortization expense, and decreased SG&A, primarily due to decreased advertising expenses.
Emerging Markets:

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 % Change September 27, 2025 September 28, 2024 % Change
(in millions) (in millions)
Net sales $ 701  $ 675  3.8  % $ 2,093  $ 2,073  0.9  %
Organic Net Sales (a)
687  655  4.7  % 2,116  2,007  5.4  %
Segment Adjusted Operating Income (b)
79  84  (6.5) % 278  232  19.6  %

(a)    Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
(b)    Segment Adjusted Operating Income for Emerging Markets, which represents the combination 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.
Three Months Ended September 27, 2025 Compared to the Three Months Ended September 28, 2024:
Net sales increased 3.8% to $701 million for the three months ended September 27, 2025 compared to $675 million for the three months ended September 28, 2024, including the unfavorable impacts of foreign currency (0.9 pp). Organic Net Sales increased 4.7% to $687 million for the three months ended September 27, 2025 compared to $655 million for the three months ended September 28, 2024, primarily driven by higher pricing (4.0 pp) and favorable volume/mix (0.7 pp). Higher pricing was taken primarily in certain countries within WEEM to address inflationary pressures. Favorable volume/mix was primarily driven by Taste Elevation within our LATAM region, which more than offset unfavorable volume/mix in Indonesia.
Segment Adjusted Operating Income decreased 6.5% to $79 million for the three months ended September 27, 2025 compared to $84 million for the three months ended September 28, 2024, primarily due to increased advertising expenses, higher procurement and logistics costs reflecting inflationary pressure in WEEM, unfavorable changes in allowances for trade receivables in Indonesia, higher depreciation expense, and the unfavorable impact of foreign currency (1.8 pp). These unfavorable impacts to Segment Adjusted Operating Income more than offset higher pricing, reduced manufacturing costs primarily as a result of our efficiency initiatives, and favorable volume/mix.
Nine Months Ended September 27, 2025 Compared to the Nine Months Ended September 28, 2024:
Net sales increased 0.9% to $2.1 billion for the nine months ended September 27, 2025 compared to $2.1 billion for the nine months ended September 28, 2024, including the unfavorable impacts of foreign currency (4.0 pp) and divestitures (0.5 pp). Organic Net Sales increased 5.4% to $2.1 billion for the nine months ended September 27, 2025 compared to $2.0 billion for the nine months ended September 28, 2024, primarily driven by higher pricing (4.5 pp) and favorable volume/mix (0.9 pp). Higher pricing was taken primarily in certain countries within WEEM to address inflationary pressures. Favorable volume/mix was primarily driven by Taste Elevation within LATAM, particularly in Brazil, which more than offset unfavorable volume/mix in Indonesia.
Segment Adjusted Operating Income increased 19.6% to $278 million for the nine months ended September 27, 2025 compared to $232 million for the nine months ended September 28, 2024, primarily due to higher pricing, reduced manufacturing costs, primarily as a result of our efficiency initiatives, and favorable volume/mix. These favorable impacts to Segment Adjusted Operating Income more than offset increased SG&A, primarily due to increased advertising expenses, higher procurement and logistics costs reflecting inflationary pressure in WEEM, higher depreciation expense, and the unfavorable impact of foreign currency (4.9 pp).

Liquidity and Capital Resources
We believe that cash generated from our operating activities, 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. We intend to use our cash on hand and commercial paper programs for daily funding requirements.
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Cash Flow Activity for the Nine Months Ended September 27, 2025 Compared to the Nine Months Ended September 28, 2024:
Net Cash Provided by/Used for Operating Activities:
Net cash provided by operating activities was $3.1 billion for the nine months ended September 27, 2025 compared to $2.8 billion for the nine months ended September 28, 2024. This increase was primarily due to favorable changes in working capital, predominantly within inventory and accounts payable, as well as lower cash outflows from variable compensation in the 2025 period compared to the 2024 period. These impacts were partially offset by lower Adjusted Operating Income.
Net Cash Provided by/Used for Investing Activities:
Net cash used for investing activities was $1.6 billion for the nine months ended September 27, 2025 compared to $849 million for the nine months ended September 28, 2024. This change was primarily driven by the purchases of marketable securities, partially offset by proceeds received from the sale of marketable securities in the 2025 period, lower capital expenditures in the 2025 period compared to the 2024 period, and lapping our prior year payment to acquire the TGI Friday License. We expect 2025 capital expenditures to be approximately $950 million compared to the 2024 capital expenditures of $1.0 billion. Our 2025 capital expenditures are expected to be primarily driven by maintenance projects, investments in technology, capital investments focused on generating growth, including cost improvements, capacity expansion, and investments in warehouse.
Net Cash Provided by/Used for Financing Activities:
Net cash used for financing activities was $763 million for the nine months ended September 27, 2025 compared to $2.0 billion for the nine months ended September 28, 2024. This change was primarily driven by debt proceeds received from the issuance of the 2025 Notes in the current year period, increased cash flow hedge settlements, and decreased repurchases of common stock compared to the prior year period. See Note 15, Commitments, Contingencies, and Debt for additional information on our debt issuances.
Cash Held by International Subsidiaries:
Of the $2.1 billion cash and cash equivalents on our condensed consolidated balance sheet at September 27, 2025, $1.1 billion was held by international subsidiaries.
Subsequent to January 1, 2018, we consider the unremitted earnings of certain international subsidiaries that impose local country taxes on dividends to be indefinitely reinvested. For those undistributed earnings considered to be indefinitely reinvested, our intent is to reinvest these funds in our international operations, and our current plans do not demonstrate a need to repatriate the accumulated earnings to fund our U.S. cash requirements. The amount of unrecognized deferred tax liabilities for local country withholding taxes that would be owed, if repatriated, related to our 2018 through 2025 accumulated earnings of certain international subsidiaries is approximately $65 million.
Our undistributed historic earnings in foreign subsidiaries through December 31, 2017 are currently not considered to be indefinitely reinvested. Our deferred tax liability associated with these undistributed historical earnings was insignificant at September 27, 2025 and December 28, 2024 and relates to local withholding taxes that would be owed when this cash is distributed.
Trade Payables Programs:
In order to manage our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, which
include the extension of payment terms. We maintain agreements with third-party administrators that allow participating suppliers to track payment obligations from us, and, at the sole discretion of the supplier, sell one or more of those payment obligations to participating financial institutions. Our obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. Our current payment terms with our suppliers, which we deem to be commercially reasonable, generally range from 0 to 250 days. All amounts due to participating suppliers are paid to the third party on the original invoice due dates, regardless of whether a particular invoice was sold. The amounts confirmed outstanding under these programs were $767 million at September 27, 2025 and $745 million at December 28, 2024. The amounts were included in accounts payable on our consolidated balance sheets. See Note 14, Financing Arrangements , in Item 1, Financial Statements , for additional information on our trade payables programs.
Borrowing Arrangements:
From time to time, we obtain funding through our commercial paper programs. We had no commercial paper outstanding at September 27, 2025, at December 28, 2024, or during the nine months ended September 27, 2025 or September 28, 2024.
Our Senior Credit Facility provides for a revolving commitment of $4.0 billion through July 8, 2030. 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 September 27, 2025 or December 28, 2024 , or during the nine months ended September 27, 2025 or September 28, 2024.
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Our credit agreement contains customary representations, warranties, and covenants that are typical for these types of facilities and could, upon the occurrence of certain events of default, restrict our ability to access our Senior Credit Facility. We were in compliance with all financial covenants as of September 27, 2025 .
Long-Term Debt:
Our long-term debt, including the current portion, was $21.2 billion at September 27, 2025 and $19.9 billion at December 28, 2024. This increase 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.
In the first quarter of 2025, KHFC, our 100% owned operating subsidiary, issued 600 million euro aggregate principal amount of 3.250% senior notes due March 2033, $500 million aggregate principal amount of 5.200% senior notes due March 2032, and $500 million aggregate principal amount of 5.400% senior notes due March 2035 (collectively, the “2025 Notes”). We used a portion of the net proceeds from the 2025 Notes to fund the 600 million euro senior notes that matured in May 2025 and expect to use the remaining net proceeds from the 2025 Notes for general corporate purposes, including our investment in certain marketable fixed-income debt securities that are classified as available-for-sale and to fund the repayment of outstanding indebtedness such as our $1.9 billion senior notes that mature in June 2026.
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.
Our long-term debt contains customary representations, covenants, and events of default. We were in compliance with all financial covenants as of September 27, 2025 .
See Note 15, Commitments, Contingencies, and Debt , in Item 1, Financial Statements , for additional information on our long-term debt activity, Note 12, Financial Instruments , in Item 1, Financial Statements , for additional information on our available-for-sale securities, and Note 16, Debt , to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 28, 2024 for additional information on our borrowing arrangements and long-term debt.
Equity and Dividends:
We paid dividends on our common stock of $1.4 billion for the nine months ended September 27, 2025. Additionally, in the fourth quarter of 2025, our Board of Directors declared a cash dividend of $0.40 per share of common stock, which is payable on December 26, 2025 to stockholders of record on November 28, 2025.
The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net income, financial condition, cash requirements, future prospects, and other factors that our Board of Directors deems relevant to its analysis and decision making.
On November 27, 2023, we announced that the Board of Directors approved a share repurchase program authorizing the Company to purchase up to $3.0 billion, exclusive of fees, of the Company’s common stock through December 26, 2026. We are not obligated to repurchase any specific number of shares and the program may be modified, suspended, or discontinued at any time. Under the program, shares may be repurchased in open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), privately negotiated transactions, transactions structured through investment banking institutions, or other means. We purchased no shares during the three months ended and 13.5 million shares during the nine months ended September 27, 2025 and had approximately $1.5 billion remaining authorization under the share repurchase program as of September 27, 2025. The share repurchase program is in addition to our share repurchases to offset the dilutive effect of equity-based compensation.
Aggregate Contractual Obligations:
In the first quarter of 2025, we issued the 2025 Notes, which mature between 2032 and 2035. See Note 15, Commitments, Contingencies and Debt , in Item 1, Financial Statements , for additional information. There were no other material changes to our aggregate contractual obligations from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2024.
Supplemental Guarantor Information:
The Kraft Heinz Company (as the “Parent Guarantor”) fully and unconditionally guarantees all the senior unsecured registered notes (collectively, the “KHFC Senior Notes”) issued by KHFC, our 100% owned operating subsidiary (the “Guarantee”). See Note 15, Commitments, Contingencies, and Debt , in Item 1, Financial Statements , and Note 16, Debt , to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 28, 2024 for additional descriptions of these guarantees.
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The payment of the principal, interest and premium, when applicable, on the KHFC Senior Notes is fully and unconditionally guaranteed on a senior unsecured basis by the Parent Guarantor, pursuant to the terms and conditions of the applicable indenture. None of the Parent Guarantor’s subsidiaries guarantee the KHFC Senior Notes.
The Guarantee is the Parent Guarantor’s senior unsecured obligation and is: (i) pari passu in right of payment with all of the Parent Guarantor’s existing and future senior indebtedness; (ii) senior in right of payment to all of the Parent Guarantor’s future subordinated indebtedness; (iii) effectively subordinated to all of the Parent Guarantor’s existing and future secured indebtedness to the extent of the value of the assets secured by that indebtedness; and (iv) effectively subordinated to all existing and future indebtedness and other liabilities of the Parent Guarantor’s subsidiaries.
The KHFC Senior Notes are obligations exclusively of KHFC and the Parent Guarantor and not of any of the Parent Guarantor’s other subsidiaries. Substantially all of the Parent Guarantor’s operations are conducted through its subsidiaries. The Parent Guarantor’s other subsidiaries are separate legal entities that have no obligation to pay any amounts due under the KHFC Senior Notes or to make any funds available therefor, whether by dividends, loans, or other payments. Except to the extent the Parent Guarantor is a creditor with recognized claims against its subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of its subsidiaries will have priority with respect to the assets of such subsidiaries over its claims (and therefore the claims of its creditors, including holders of the KHFC Senior Notes). Consequently, the KHFC Senior Notes are structurally subordinated to all liabilities of the Parent Guarantor’s subsidiaries and any subsidiaries that it may in the future acquire or establish. The obligations of the Parent Guarantor will terminate and be of no further force or effect in the following circumstances: (i) (a) KHFC’s exercise of its legal defeasance option or, except in the case of a guarantee of any direct or indirect parent of KHFC, covenant defeasance option in accordance with the applicable indenture, or KHFC’s obligations under the applicable indenture have been discharged in accordance with the terms of the applicable indenture or (b) as specified in a supplemental indenture to the applicable indenture; and (ii) the Parent Guarantor has delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the applicable indenture have been complied with. The 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.
The following tables present summarized financial information for the Parent Guarantor and KHFC (as subsidiary issuer of the KHFC Senior Notes) (together, the “Obligor Group”), on a combined basis after the elimination of all intercompany balances and transactions between the Parent Guarantor and subsidiary issuer and investments in any subsidiary that is a non-guarantor.

Summarized Statement of Income

For the Nine Months Ended
September 27, 2025
Net sales $ 11,834 
Gross profit (a)
4,363 

Intercompany service fees and other recharges 3,108 
Operating income/(loss) 758 
Equity in earnings/(losses) of subsidiaries (6,421)
Net income/(loss) (6,497)
Net income/(loss) attributable to common shareholders (6,497)

(a)    For the nine months ended September 27, 2025, the Obligor Group recorded $363 million of net sales to the non-guarantor subsidiaries and $46 million of purchases from the non-guarantor subsidiaries.
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Summarized Balance Sheets

September 27, 2025 December 28, 2024
ASSETS
Current assets $ 4,895  $ 4,506 
Current assets due from affiliates (a)
147  445 
Non-current assets 5,689  5,848 
Goodwill 8,823  8,823 
Intangible assets, net 1,796  1,881 
Non-current assets due from affiliates (b)
28  28 
LIABILITIES
Current liabilities $ 4,757  $ 5,563 
Current liabilities due to affiliates (a)
1,548  1,924 
Non-current liabilities 21,266  22,846 
Non-current liabilities due to affiliates (b)
206  194 

(a)    Represents receivables and short-term lending due from and payables and short-term lending due to non-guarantor subsidiaries.
(b)    Represents long-term lending due from and long-term borrowings due to non-guarantor subsidiaries.

Commodity Trends
We purchase and use large quantities of commodities, including dairy products, meats, sugar and other sweeteners, coffee beans, tomatoes, edible oils, eggs, fruits and vegetables, and wheat products to manufacture our products. In addition, we purchase and use significant quantities of plastics, resins, cardboard, glass and paper to package our products, and we use electricity, diesel fuel, and natural gas in the manufacturing and distribution of our products. We continuously monitor global supply and cost trends of these commodities.
During the nine months ended September 27, 2025, we experienced increased commodity costs for coffee, meat, and eggs, while commodity costs for cheese and dairy, tomato products, edible oil and wheat 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. However, we do not fully hedge against changes in commodity prices, and our hedging strategies may not protect us from increases in specific raw material costs. As a result of these risk management strategies, our commodity costs may not immediately correlate with market price trends.
See our Annual Report on Form 10-K for the year ended December 28, 2024 for additional information on how we manage commodity costs.

Critical Accounting Estimates
Our significant accounting policies are described in Note 2, Significant Accounting Policies , to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 28, 2024.
We prepare our condensed consolidated financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires the use of estimates, judgments, and assumptions. Our critical accounting estimates and assumptions related to goodwill and intangible assets are described below. See Item 7, Management’s Discussion 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 discussion of our other critical accounting estimates and assumptions.
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Goodwill and Intangible Assets:
As of September 27, 2025, we maintain 10 reporting units globally, six of which comprise our goodwill balance. These six reporting units had an aggregate goodwill carrying amount of $22.2 billion at September 27, 2025. Our indefinite-lived intangible asset balance primarily consists of a number of individual brands, which had an aggregate carrying amount of $34.1 billion at September 27, 2025.
We test our reporting units and brands for impairment annually, as of the first day of our third quarter, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit or brand is less than its carrying amount. Such events and circumstances could include a sustained decrease in our market capitalization, increased competition or unexpected loss of market share, increased input costs beyond projections, disposals of significant brands or components of our business, unexpected business disruptions (for example due to a natural disaster, pandemic, or loss of a customer, supplier, or other significant business relationship), unexpected significant declines in operating results, significant adverse changes in the markets in which we operate, changes in income tax rates, changes in interest rates, or changes in management strategy. We test reporting units for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. We test brands for impairment by comparing the estimated fair value of each brand with its carrying amount. If the carrying amount of a reporting unit or brand exceeds its estimated fair value, we record an impairment loss based on the difference between fair value and carrying amount, in the case of reporting units, not to exceed the associated carrying amount of goodwill. See Note 8, Goodwill and Intangible Assets , in Item 1, Financial Statements , for a discussion of the timing of the annual impairment test.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units and brands requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions, and to consider the market multiples of certain peer and guideline companies. These assumptions and estimates include estimated future annual cash flows (including net sales, cost of products sold, SG&A, depreciation and amortization, working capital, and capital expenditures), income tax considerations, discount rates, long-term growth rates, royalty rates, contributory asset charges, and other market factors. If current expectations of future growth rates and margins are not met, if market factors outside of our control change; such as discount rates, market capitalization, income tax rates, foreign currency exchange rates, or inflation, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then one or more of our reporting units or brands might become impaired in the future. Additionally, any decisions to divest certain non-strategic assets could lead to future goodwill or intangible asset impairments.
As detailed in Note 8, Goodwill and Intangible Assets , in Item 1, Financial Statements , we performed our 2025 Annual Impairment Test as of June 29, 2025, which was the first day of our third quarter of 2025. We concluded that the fair value of our reporting units and brands exceeded their carrying amounts and no impairment was recorded in the third quarter of 2025 as a result of the 2025 Annual Impairment Test. Our reporting units and brands that have 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.
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. 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. 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.
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. 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. 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. 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. 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. 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.
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We generally utilize the discounted cash flow method under the income approach to estimate the fair value of our reporting units. Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual 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. 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. 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. 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. 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. 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.
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 Carrying Amount
(in billions)
Discount Rate Long-Term Growth Rate Royalty Rate
Minimum Maximum Minimum Maximum Minimum Maximum
Reporting units $ 22.2  7.3  % 11.8  % 0.5  % 4.0  %
Brands
(excess earnings method) 11.3  8.5  % 8.8  % 0.5  % 2.0  %
Brands
(relief from royalty method) 3.7  8.8  % 9.3  % 0.5  % 2.0  % 7.0  % 20.0  %

Assumptions used in impairment testing are made at a point in time and require significant judgment; therefore, they are subject to change based on the facts and circumstances present at each annual and interim impairment test date. Additionally, these assumptions are generally interdependent and do not change in isolation. However, as it is reasonably possible that changes in assumptions could occur, as a sensitivity measure, we have presented the estimated effects of isolated changes in discount rates, long-term growth rates, and royalty rates on the fair values of our reporting units and brands with 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.
If we had changed the assumptions used to estimate the fair value of our reporting units and brands with 20% or less excess fair value over carrying amount, as a result of the 2025 Annual Impairment Test for each of these reporting units and brands, these isolated changes, which are reasonably possible to occur, would have led to the following increase/(decrease) in the aggregate fair value of these reporting units and brands (in billions):

Discount Rate Long-Term Growth Rate Royalty Rate
50-Basis-Point 25-Basis-Point 100-Basis-Point
Increase Decrease Increase Decrease Increase Decrease
Reporting units $ (3.5) $ 4.0  $ 1.7  $ (1.6)
Brands (excess earnings method) (0.8) 1.0  0.4  (0.3)
Brands (relief from royalty method) (0.3) 0.3  0.1  (0.1) $ 0.4  $ (0.4)

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Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited. We review definite-lived intangible assets for impairment when conditions exist that indicate the carrying amount of the assets may not be recoverable. Such conditions could include significant adverse changes in the business climate, current-period operating or cash flow losses, significant declines in forecasted operations, or a current expectation that an asset group will be disposed of before the end of its useful life. We perform undiscounted operating cash flow analyses to determine if an impairment exists. When testing for impairment of definite-lived intangible assets held for use, we group assets at the lowest level for which cash flows are separately identifiable. If an impairment is determined to exist, the loss is calculated based on estimated fair value. Impairment losses on definite-lived intangible assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.
See Note 8, Goodwill and Intangible Assets , in Item 1, Financial Statements , for our impairment testing results.

New Accounting Pronouncements
See Note 4, New Accounting Standards , in Item 1, Financial Statements , for a discussion of new accounting pronouncements.

Contingencies
See Note 15, Commitments, Contingencies, and Debt , in Item 1, Financial Statements , for a discussion of our contingencies.

Non-GAAP Financial Measures
The non-GAAP financial measures we provide in this report should be viewed in addition to, and not as an alternative for, results prepared in accordance with U.S. GAAP.
To supplement the condensed consolidated financial statements prepared in accordance with U.S. GAAP, we have presented Organic Net Sales, Adjusted Operating Income, and Adjusted EPS, which are considered non-GAAP financial measures. The non-GAAP financial measures presented may differ from similarly titled non-GAAP financial measures presented by other companies, and other companies may not define these non-GAAP financial measures in the same way. These measures are not substitutes for their comparable U.S. GAAP financial measures, such as net sales, net income/(loss), operating income(loss), diluted EPS, or other measures prescribed by U.S. GAAP, and there are limitations to using non-GAAP financial measures.
Management uses these non-GAAP financial measures to assist in comparing our performance on a consistent basis for purposes of business decision making by removing the impact of certain items that management believes do not directly reflect our underlying operations. We believe that Organic Net Sales, Adjusted Operating Income, and Adjusted EPS provide important comparability of underlying operating results, allowing investors and management to assess the Company’s operating performance on a consistent basis.
Management believes that presenting our non-GAAP financial measures is useful to investors because it (i) provides investors with meaningful supplemental information regarding financial performance by excluding certain items, (ii) permits investors to view performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate historical performance, and (iii) otherwise provides supplemental information that may be useful to investors in evaluating our results. We believe that the presentation of these non-GAAP financial measures, when considered together with the corresponding U.S. GAAP financial measures and the reconciliations to those measures, provides investors with additional understanding of the factors and trends affecting our business than could be obtained absent these disclosures.
Organic Net Sales is defined as net sales excluding, when they occur, the impact of currency, acquisitions and divestitures, and a 53rd week of shipments. We calculate the impact of currency on net sales by holding exchange rates constant at the previous year’s exchange rate, with the exception of highly inflationary subsidiaries, for which we calculate the previous year’s results using the current year’s exchange rate.
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.
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.
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The Kraft Heinz Company
Reconciliation of Net Sales to Organic Net Sales
(dollars in millions)
(Unaudited)

Net Sales Currency Acquisitions and Divestitures Organic Net Sales Price Volume/Mix
Three Months Ended September 27, 2025

North America $ 4,641  $ (4) $ —  $ 4,645 
International Developed Markets 895  26  —  869 
Emerging Markets 701  14  —  687 
Kraft Heinz $ 6,237  $ 36  $ —  $ 6,201 

Three Months Ended September 28, 2024

North America $ 4,826  $ —  $ —  $ 4,826 
International Developed Markets 882  —  —  882 
Emerging Markets 675  20  —  655 
Kraft Heinz $ 6,383  $ 20  $ —  $ 6,363 

Year-over-year growth rates
North America (3.8) % 0.0 pp 0.0 pp (3.8) % 0.4 pp (4.2) pp
International Developed Markets 1.6  % 3.0 pp 0.0 pp (1.4) % 1.0 pp (2.4) pp
Emerging Markets 3.8  % (0.9) pp 0.0 pp 4.7  % 4.0 pp 0.7 pp
Kraft Heinz (2.3) % 0.2 pp 0.0 pp (2.5) % 1.0 pp (3.5) pp

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The Kraft Heinz Company
Reconciliation of Net Sales to Organic Net Sales
(dollars in millions)
(Unaudited)

Net Sales Currency Acquisitions and Divestitures Organic Net Sales Price Volume/Mix
Nine Months Ended September 27, 2025

North America $ 13,886  $ (35) $ —  $ 13,921 
International Developed Markets 2,609  34  —  2,575 
Emerging Markets 2,093  (23) —  2,116 
Kraft Heinz $ 18,588  $ (24) $ —  $ 18,612 

Nine Months Ended September 28, 2024

North America $ 14,575  $ —  $ —  $ 14,575 
International Developed Markets 2,622  —  —  2,622 
Emerging Markets 2,073  56  10  2,007 
Kraft Heinz $ 19,270  $ 56  $ 10  $ 19,204 

Year-over-year growth rates
North America (4.7) % (0.2) pp 0.0 pp (4.5) % 0.4 pp (4.9) pp
International Developed Markets (0.5) % 1.3 pp 0.0 pp (1.8) % 0.5 pp (2.3) pp
Emerging Markets
0.9  % (4.0) pp (0.5) pp 5.4  % 4.5 pp 0.9 pp
Kraft Heinz (3.5) % (0.4) pp 0.0 pp (3.1) % 0.8 pp (3.9) pp

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The Kraft Heinz Company
Reconciliation of Operating Income/(Loss) to Adjusted Operating Income
(dollars in millions)
(Unaudited)

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Operating income/(loss) $ 1,025  $ (101) $ (5,753) $ 1,723 
Restructuring activities 6  —  10  — 

Unrealized losses/(gains) on commodity hedges 23  3  6  (30)
Impairment losses 35  1,428  9,301  2,282 
Separation costs 17  —  17  — 

Adjusted Operating Income $ 1,106  $ 1,330  $ 3,581  $ 3,975 

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The Kraft Heinz Company
Reconciliation of Diluted EPS to Adjusted EPS
(Unaudited)

For the Three Months Ended For the Nine Months Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Diluted EPS $ 0.52  $ (0.24) $ (5.47) $ 0.50 
Restructuring activities (a)
—  —  0.01  — 

Unrealized losses/(gains) on commodity hedges (b)
0.02  —  —  (0.02)
Impairment losses (c)
0.03  0.99  7.30  1.69 
Separation costs (d)
0.01  —  0.01  — 

Losses/(gains) on sale of business (e)
0.04  —  0.04  0.05 

Nonmonetary currency devaluation (f)
—  —  0.02  — 

Certain significant discrete income tax items (g)
(0.01) —  0.01  — 
Adjusted EPS $ 0.61  $ 0.75  $ 1.92  $ 2.22 

(a)    Gross expenses/(income) included in restructuring activities were expenses of $4 million ($1 million after-tax) for the three months and $18 million ($9 million after-tax) for the nine months ended September 27, 2025 and income of $7 million ($5 million after-tax) for the three months and $8 million ($6 million after-tax) for the nine months ended September 28, 2024 and were recorded in the following income statement line items:
• Cost of products sold included expenses of $2 million for the three months and $1 million for the nine months ended September 27, 2025 and expenses of $2 million for the nine months ended September 28, 2024; and
• SG&A included expenses of $4 million for the three months and $9 million for the nine months ended September 27, 2025 and income of $2 million for the nine months ended September 28, 2024.
• Other expense/(income) included income of $2 million for the three months and expenses of $8 million for the nine months ended September 27, 2025 and income of $7 million for the three months and $8 million for the nine months ended September 28, 2024
(b)    Gross expenses/(income) included in unrealized losses/(gains) on commodity hedges were expenses of $23 million ($18 million after-tax) for the three months and $6 million ($5 million after-tax) for the nine months ended September 27, 2025 and expenses of $3 million ($2 million after-tax) for the three months and income of $30 million ($22 million after-tax) for the nine months ended September 28, 2024, and were recorded in cost of products sold.
(c)    Gross impairment losses included the following:
• Goodwill impairment losses of $35 million ($35 million after-tax) for the three months and $6.7 billion ($6.7 billion after-tax) for the nine months ended September 27, 2025 and $707 million ($659 million after-tax) for the three months and $1.6 billion ($1.5 billion after-tax) for the nine months ended September 28, 2024, which were recorded in SG&A;
• Intangible asset impairment losses of $2.6 billion ($2 billion after-tax) for the nine months ended September 27, 2025 and $721 million ($541 million after-tax) for the three and nine months ended September 28, 2024, which were recorded in SG&A.
(d)    Gross expenses recorded in separation costs were $17 million ($13 million after-tax) for the three and nine months ended September 27, 2025, and were recorded in SG&A.
(e)    Gross expenses/(income) included in losses/(gains) on sale of business were expenses of $44 million ($44 million after-tax) for the three and nine months ended September 27, 2025 and expenses of zero ($4 million after-tax) for the three months and $78 million ($57 million after-tax) for the nine months ended September 28, 2024, and were recorded in other expense/(income).
(f)    Gross expenses included in nonmonetary currency devaluation were $5 million ($5 million after-tax) for the three months and $26 million ($26 million after-tax) for the nine months ended September 27, 2025 and $3 million ($3 million after-tax) for the three months and $7 million ($7 million after-tax) for the nine months ended September 28, 2024, and were recorded in other expense/(income).
(g)    Certain significant discrete income tax items were a benefit of $6 million for the three months and expenses of $10 million for the nine months ended September 27, 2025. The expense represents current period movement in the valuation allowance against deferred tax assets in our subsidiary in Brazil and adjustments recorded to the deferred tax asset and valuation allowance related to the transfer of business operations to a wholly-owned subsidiary in the Netherlands in December 2024.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes to our market risk during the nine months ended September 27, 2025. For additional information, refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk , in our Annual Report on Form 10-K for the year ended December 28, 2024.

Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 27, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of September 27, 2025, were effective and provided reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended September 27, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
In 2024, we initiated a multi-year project to migrate certain of our financial processing systems. The project includes the migration to a new enterprise resource planning (ERP) solution that we expect to implement in phases throughout our businesses over the next several years. During the first half of 2025, we completed the implementation of our new ERP solution in certain countries in Emerging Markets as part of the first phase of our ERP transition, which did not result in significant changes in our internal control over financial reporting. As we progress through our migration, we continue to evaluate the design and operating effectiveness of internal controls as they relate to the system upgrades, and we will implement any required control changes prior to relevant go-live dates associated with the system implementations.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.
See Note 15, Commitments, Contingencies, and Debt , in Item 1, Financial Statements .

Item 1A. Risk Factors.
The following risk factors are in addition to our risk factors included in Part I, Item 1A, Risk Factors to our Annual Report on Form 10-K for the year ended December 28, 2024, that could affect our business, financial condition, and results of operations. These risk factors should be considered in connection with the forward-looking statements included in this Quarterly Report on Form 10-Q because these factors could cause the actual results and conditions to differ materially from those projected in forward-looking statements.
The Separation is subject to various risks and uncertainties and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time, expense, and resources, which could disrupt or adversely affect our business.
On September 2, 2025, we announced our intention to separate our company into two independent publicly traded companies through a tax free spin-off. We currently expect to complete the Separation in the second half of 2026. The Separation is subject to the satisfaction of customary conditions, including final approval by the Kraft Heinz Board of Directors, receipt of favorable tax opinions of our U.S. tax advisors with respect to the tax-free nature of the Separation, and the effectiveness of appropriate filings with the U.S. Securities and Exchange Commission. The failure to satisfy any of the required conditions could delay the completion of the Separation for a significant period of time or prevent it from occurring at all.
The Separation is complex in nature, and unanticipated developments or changes, including changes in the law, macroeconomic environment, regulatory and political conditions and competitive conditions of our markets, the need both to receive regulatory approvals or clearances and to satisfy the requirements to effectuate a generally tax-free transaction, the uncertainty of the financial markets and challenges in executing the Separation, could delay or prevent the completion of the Separation or cause the Separation to occur on terms or conditions that are different or less favorable than expected. Any changes to the Separation or delay in completing the Separation could cause us not to realize some or all of the expected benefits, or realize them on a different timeline than currently expected. Further, our Board of Directors could decide, either because of a failure of conditions or because of market or other factors, to abandon the Separation. No assurance can be given as to whether and when the Separation will occur.
Whether or not we complete the Separation, our ongoing business may be adversely affected and we may be subject to certain risks and consequences as a result of pursuing the Separation, including the following:
• The process of completing the Separation will be time-consuming and involve significant additional costs and expenses, which may not yield a discernible benefit if the Separation is not completed.
• Executing the Separation will require significant time and attention from our senior management and employees, which may divert management’s attention from operating and growing our business and could adversely affect our business, financial condition, results of operations, or cash flows.
• We may also experience increased difficulties in attracting, retaining, and motivating employees during the pendency of the Separation and following completion of the Separation, which could harm our businesses.
• The assumptions underlying expectations regarding the integration process, including with respect to the Separation may prove to be faulty and/or inaccurate.
• Some of our customers or suppliers may delay or defer decisions or may end their relationships with us.
• We may experience negative reactions from the financial markets if we fail to complete the Separation or fail to complete it on a timely basis.
• The announcement of the Separation may create greater volatility in the trading price of our shares and potentially cause market prices to decline.
Any of the above factors could cause the Separation (or the failure to execute the Separation) to have a material adverse effect on our business, financial condition, results of operations, or cash flows.
The Separation may not achieve the anticipated benefits and will expose us to new risks.
We may not realize the anticipated strategic, financial, operational, or other benefits from the Separation. We cannot predict with certainty when the benefits expected from the Separation will occur or the extent to which they will be achieved. If the
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Separation is completed, our operational and financial profile will change and we will face new risks. As independent, publicly traded companies, the newly created companies will each be smaller, less-diversified companies and may be more vulnerable to changing market conditions. There is no assurance that following the Separation each separated company will be successful. The announcement and/or completion of the Separation may cause uncertainty for or disruptions with our customers, partners, suppliers, and employees, which may negatively impact these relationships or our operations. In addition, we will incur one-time costs and ongoing costs in connection with, or as a result of, the Separation, including costs of operating as independent, publicly-traded companies that the two businesses will no longer be able to share. Those costs may exceed our estimates or could negate some of the benefits we expect to realize. If we do not realize the intended benefits or if our costs exceed our estimates, the separated businesses could suffer a material adverse effect on their respective business, financial condition, results of operations, or cash flows.
The Separation may adversely impact our ability to access the capital markets and our cost of capital.
The Separation may have the effect of, among other things:
• Requiring us to dedicate significant cash flow to our debt, including, without limitation, the payment of principal and interest, payment of costs associated with the refinancing, repayment, redemption, repurchase, defeasance, discharge or exchange of the Company’s outstanding debt, and payment of costs associated with the Separation, which will reduce funds we have available for other purposes.
• Exposing us to interest rate risk at the time of refinancing outstanding debt or on the portion of our debt obligations that are issued at variable rates.
• Increasing the borrowing costs associated with the re-allocation or taking on of new debt.
• Although we expect to maintain investment grade ratings, resulting in downgrades of our credit ratings leading to increased borrowing costs to the Company.
Our primary sources of liquidity to finance operations, including stock repurchases and dividends on our common stock, is cash generated by our businesses and access to the debt capital markets. Further, in connection with the Separation, we may repay, redeem, repurchase, defease, discharge or exchange all of our senior notes, of which there are approximately $20.9 billion aggregate principal amount outstanding, with maturities in years starting in 2026 through 2050. If our ability to continue to raise money in the debt capital markets is impaired, or if there is a significant increase in the cost of debt, there could be an adverse effect on our liquidity. If we are unable to generate sufficient cash flow or maintain access to adequate external financing, it could impact our current operations, activities under our current and future stock buyback programs, and our growth opportunities, which could have a material adverse effect on our business, financial condition, results of operations, or cash flows.
If the Separation and/or certain related transactions do not qualify as transactions that are generally tax-free for U.S. federal income tax purposes, we and our stockholders could be subject to significant tax liabilities.
Notwithstanding that we intend to structure the Separation to generally be a tax-free transaction, there is no assurance that the spin-off and/or certain related transactions will qualify for this treatment. If the spin-off and/or certain related transactions are ultimately determined to be taxable, we and our stockholders could be subject to significant U.S. federal income taxes.
Following the Separation, the price of shares of the Company’s common stock may fluctuate significantly.
The Company cannot predict the effect of the Separation on the trading price of shares of its common stock, and the market value of shares of its common stock may be less than, equal to or greater than the market value of shares of its common stock prior to the Separation. In addition, the price of the Company’s common stock may be more volatile around the time of the Separation.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Our share repurchase activity in the three months ended September 27, 2025 was:

  Total Number
of Shares Purchased (a)
Average Price 
Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)

6/29/2025 — 8/2/2025
11,418  $ 26.78  —  $ 1,502 
8/3/2025 — 8/30/2025
2,948  28.55  —  1,502 
8/31/2025 — 9/27/2025
2,004  27.91  —  1,502 
Total 16,370  — 

(a)    Includes shares withheld for tax liabilities associated with the vesting of RSUs.
(b)    On November 27, 2023, the Company announced that the Board of Directors approved a share repurchase program authorizing the Company to purchase up to $3.0 billion of the Company’s common stock through December 26, 2026. The Company is not obligated to repurchase any specific number of shares and the program may be modified, suspended, or discontinued at any time. Under the program, shares may be repurchased in open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act, privately negotiated transactions, transactions structured through investment banking institutions, or other means.

Item 5. Other Information.
(c) Insider Stock Trading Arrangements : On September 17, 2025, a revocable trust of which Miguel Patricio, Executive Chair of the Board of Directors, is co-trustee and a beneficiary, modified a trading plan intended to satisfy Rule 10b5-1(c), which was previously adopted on August 5, 2024, to sell up to 250,000 shares between December 17, 2025 and March 15, 2026, subject to certain conditions.
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Item 6. Exhibits.
Exhibit No. Descriptions

10.1 Fourth Amendment, dated July 8, 2025, to the Credit Agreement dated July 8, 2022, among The Kraft Heinz Company, Kraft Heinz Foods Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on July 8, 2025).

22.1 List of Guarantor Subsidiaries.*

31.1 Certification of Chief Executive Officer pursuant to Rule 13a 14(a)/15d 14(a) of the Securities Exchange Act of 1934.*

31.2 Certification of Chief Financial Officer pursuant to Rule 13a 14(a)/15d 14(a) of the Securities Exchange Act of 1934.*

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.1 The following materials from The Kraft Heinz Company’s Quarterly Report on Form 10-Q for the period ended September 27, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows, (vi) Notes to Condensed Consolidated Financial Statements, and (vii) document and entity information.*

104.1 The cover page from The Kraft Heinz Company’s Quarterly Report on Form 10-Q for the three months ended September 27, 2025, formatted in iXBRL.*

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

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The Kraft Heinz Company
Date:
October 29, 2025
By: /s/ Andre Maciel
Andre Maciel
Executive Vice President and Global Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)

The Kraft Heinz Company
Date:
October 29, 2025
By: /s/ Chris Asher
Chris Asher
Vice President and Global Controller
(Principal Accounting Officer)

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