khc-20201226.htm

Attachment: 10-K

Document

Exhibit 4.14

EXECUTION VERSION

H.J. HEINZ HOLDING CORPORATION,

as Guarantor,

H. J. HEINZ COMPANY,

as Issuer,

AND

MUFG UNION BANK, N.A.,

as Trustee

SUPPLEMENTAL INDENTURE

Dated as of July 2, 2015

Supplemental to Indenture

Dated as of July 15, 2008

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) between H.J. Heinz Holding Corporation, a Delaware corporation (the “Company”), H. J. Heinz Company, a Pennsylvania corporation (the “Issuer”), and MUFG Union Bank, N.A. (formerly known as Union Bank of California, N.A.) (the “Trustee”), is made and entered into as of July 2, 2015.

WITNESSETH

WHEREAS, the Issuer and the Trustee have heretofore executed and delivered an Indenture, dated as of July 15, 2008 (the “Indenture”), pursuant to which the Issuer issued 2.00% U.S. Dollar Notes due September 2016, 1.50% U.S. Dollar Notes due March 2017, 3.125% U.S. Dollar Notes due September 2021, and 2.85% U.S. Dollar Notes due March 2022 (the “Notes”);

WHEREAS, on March 24, 2015, the Company entered into an Agreement and Plan of Merger, pursuant to which Kraft Foods Group, Inc., will, through a series of transactions, merge with and into the Issuer (the “Merger”);

WHEREAS, in connection with the Merger, the Company, the ultimate parent company of the Issuer, intends to become a guarantor of the Notes;

WHEREAS, Section 9.01 of the Indenture provides that the Issuer and the Trustee may amend, supplement or modify the Indenture, without the consent of any Holder to add to the covenants for the benefit of the Holders;

WHEREAS, this Supplemental Indenture is being executed pursuant to and in accordance with Section 9.01 of the Indenture to provide that the Company shall become a guarantor under the Indenture; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company in accordance with its terms have been done.

NOW THEREFORE:

In consideration of the premises provided for herein, the Company, the Issuer, and the Trustee mutually covenant and agree for the equal and proportionate benefit of all Holders of the Notes as follows:

ARTICLE ONE

INCORPORATION OF PREVIOUS DOCUMENTS

Section 101 Incorporation of Previous Documents.

This Supplemental Indenture is a supplemental indenture within the meaning of the Indenture and shall be read together therewith, and shall have the same effect as though all the

provisions thereof and hereof were contained in one instrument. Unless otherwise expressly provided, the provisions of the Indenture are incorporated herein by reference.

Section 102 Definitions.

Except as otherwise expressly provided herein or unless the context otherwise requires, each capitalized term that is used in this Supplemental Indenture but not defined herein shall have the meaning specified in the Indenture. The terms “hereof,” “herein,” “hereunder” and other words of similar import refer to this Supplemental Indenture.

Section 103 Governing Law.

THIS SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 104 Counterparts

This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 105 The Trustee

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Issuer.

ARTICLE TWO

ADDITION OF THE COMPANY AS A PARTY TO THE INDENTURE

Section 201 New Guarantor

By execution of this Supplemental Indenture, the Company agrees that it shall guarantee, irrevocably and unconditionally, on a senior unsecured basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at stated maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or under the Securities shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Company shall be obligated to pay the same immediately. The Company agrees that this is a guarantee of payment and not a guarantee of collection.

Section 202 Release of Guarantee

The guarantee by the Company shall be automatically and unconditionally released and discharged, and no further action by the Company or the Trustee shall be required for the release of the Company’s guarantee as specified in a supplemental indenture to the Indenture.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


			H.J. HEINZ COMPANY, as Issuer

			By:			/s/ James Liu
			Name:			James Liu
			Title:			Global Treasurer

			H.J. HEINZ HOLDING CORPORATION,

			By:			/s/ Fabio Spina
			Name:			Fabio Spina
			Title:			Attorney-In-Fact for Paulo Basilio,
						Vice President, Chief Financial Officer and
						Secretary

[Signature Page to Supplemental Indenture (2016-2022)]


			MUFG UNION BANK, N.A., as Trustee

			By:			/s/ Marion Zinowski
			Name:			Marion Zinowski
			Title:			Vice President

Document

Exhibit 21.1

The Kraft Heinz Company

List of Subsidiaries


Subsidiary						State or Country
Alimentos Heinz de Costa Rica S.A.						Costa Rica
Alimentos Heinz, C.A.						Venezuela
Asian Home Gourmet Pte. Ltd						Singapore
Asian Restaurants Limited						United Kingdom
Battery Properties, Inc.						Delaware
Bridgetown KHC SRL						Barbados
Boca Foods Company						Delaware
Cairo Food Industries, S.A.E.						Egypt
Capri Sun, Inc.						Delaware
Carlton Bridge Limited						United Kingdom
Cerebos Australia Ltd.						Australia
Cerebos Gregg’s Ltd.						New Zealand
Cerebos Skellerop Ltd.						New Zealand
Churny Company, Inc.						Delaware
Claussen Pickle Co.						Delaware
Comercializadora Heinz Panama SCA						Panama
Country Ford Development Limited						China
Delimex de Mexico S.A. de C.V.						Mexico
Delta Incorporated Limited						British Virgin Islands
Devour Foods LLC						Delaware
Distribuidora Heinz Caracas, C.A.						Venezuela
Distribuidora Heinz Maracaibo, C.A.						Venezuela
Ethical Bean LLC						Delaware
evolv group llc						Delaware
evolv venture capital fund LP						Delaware
evolv ventures llc						Delaware
Fall Ridge Partners LLP						United Kingdom
Foodstar (China) Investments Company Limited						China
Foodstar (Shanghai) Foods Co. Ltd.						China
Foodstar Holdings Pte. Ltd.						Singapore
Fruitlove LLC						Delaware
Fundacion Heinz						Venezuela
Garland BBQ Company						Delaware
Gevalia Kaffe LLC						Delaware
Golden Circle Limited						Australia
H. J. Heinz Belgium S.A.						Belgium
H. J. Heinz Company Brands LLC						Delaware
H.J. Heinz Nigeria Limited						Nigeria
H.J. Heinz Asset Leasing Limited						United Kingdom
H.J. Heinz B.V.						Netherlands
H.J. Heinz Company (New Zealand) Limited						New Zealand
H.J. Heinz Company Australia Limited						Australia
H.J. Heinz Company (Ireland) Limited						Ireland


H.J. Heinz Company Limited						United Kingdom
H.J. Heinz Distribution SAS						France
H.J. Heinz European Holding B.V.						Netherlands
H.J. Heinz Finance UK PLC						United Kingdom
H.J. Heinz Foods Spain S.L.U.						Spain
H.J. Heinz Foods UK Limited						United Kingdom
H.J. Heinz France SAS						France
H.J. Heinz Frozen & Chilled Foods Limited						United Kingdom
H.J. Heinz Global Holding B.V.						Netherlands
H.J. Heinz GmbH						Germany
H.J. Heinz Holding B.V.						Netherlands
H.J. Heinz Investments Coöperatief U.A.						Netherlands
H.J. Heinz Ireland Holdings						Ireland
H.J. Heinz Manufacturing Ireland Limited						Ireland
H.J. Heinz Manufacturing Spain S.L.U.						Spain
H.J. Heinz Manufacturing UK Limited						United Kingdom
H.J. Heinz Nederland B.V.						Netherlands
H.J. Heinz Polska Sp. z o.o.						Poland
H.J. Heinz Supply Chain Europe B.V.						Netherlands
H.J. Heinz US Brands LLC						Delaware
Heinz (China) Investment Company Limited						China
Heinz (China) Sauces & Condiments Co. Ltd.						China
Heinz Africa and Middle East FZE						United Arab Emirates
Heinz Africa FZE						United Arab Emirates
Heinz Asean Pte. Ltd.						Singapore
Heinz Brasil S.A.						Brazil
Heinz Colombia SAS						Colombia
Heinz Credit LLC						Delaware
Heinz Egypt LLC						Egypt
Heinz Egypt Trading LLC						Egypt
Heinz Europe Unlimited						United Kingdom
Heinz Finance (Luxembourg) S.à r.l						Luxembourg
Heinz Foreign Investment Company						Idaho
Heinz Gida Anonim Sirketi						Turkey
Heinz Hong Kong Ltd.						China
Heinz Investments (Cyprus) Ltd.						Cyprus
Heinz Israel Ltd.						Israel
Heinz Italia S.p.A.						Italy
Heinz Japan Ltd.						Japan
Heinz Korea Ltd.						South Korea
Heinz Mexico, S.A. de C.V.						Mexico
Heinz Nutrition Foundation India						India
Heinz Pakistan (Pvt.) Limited						Pakistan
Heinz Panama, S.A.						Panama
Heinz Purchasing Company						Delaware
Heinz Qingdao Food Co., Ltd.						China
Heinz Shanghai Enterprise Services Co., Ltd.						China
Heinz Single Service Limited						United Kingdom


Heinz South Africa (Pty.) Ltd.						South Africa
Heinz Thailand Limited						Delaware
Heinz Transatlantic Holding LLC						Delaware
Heinz UFE Ltd.						China
Heinz Vietnam Company Limited						Vietnam
Heinz Wattie's Limited						New Zealand
Heinz Wattie's Pty Limited						Australia
Heinz Wattie’s Japan YK						Japan
Heinz-Noble, Inc.						Arizona
Helco Services Limited						United Kingdom
Highview Atlantic Finance (Barbados) SRL						Barbados
HJH Development Corporation						Delaware
HJH Overseas LLC						Delaware
Horizon FZCO						United Arab Emirates
Horizon UAE FZCO						United Arab Emirates
HP Foods Holdings Limited						United Kingdom
HP Foods International Limited						United Kingdom
HP Foods Limited						United Kingdom
Hugo Canning Co. Pty Ltd.						Papua New Guinea
HZ.I.L. Ltd.						Israel
Industria Procesadora de Alimentos de Barcelona C.A.						Venezuela
International Gourmet Specialties LLC						Delaware
International Spirits Recipes, LLC						Delaware
Istituto Scotti Bassani per la Ricerca e l'Informazione Scientifica e Nutrizionale						Italy
Jacobs Road Limited						Cayman Islands
Kaiping Guanghe Fermented Bean Curd Co. Ltd.						China
Kaiping Weishida Seasonings Co. Ltd.						China
KHC Toronto Holdings ULC						Canada
KFG Management Services LLC						Delaware
KH Caribbean SRL						Barbados
KH Foodstar LLC						Delaware
KH Gustav LLC						Delaware
KH Investment Company LLC						Delaware
Koninklijke De Ruijter B.V.						Netherlands
Kraft Foods Group Brands LLC						Delaware
Kraft Foods Group Exports LLC						Delaware
Kraft Foods Group Puerto Rico LLC						Puerto Rico
Kraft Heinz (Barbados) SRL						Barbados
Kraft Heinz (Ireland) Ltd						Ireland
Kraft Heinz Amsterdam B.V.						Netherlands
Kraft Heinz Argentina S.R.L.						Argentina
Kraft Heinz Australia Pty Limited						Australia
Kraft Heinz Bridgetown LP						Delaware
Kraft Heinz Brasil Comercio, Distribuicao E Importacao Ltda.						Brazil
Kraft Heinz Canada Holdings Company ULC						Canada
Kraft Heinz Canada ULC						Canada
Kraft Heinz Chile Limitada						Chile
Kraft Heinz Foods Company						Pennsylvania


Kraft Heinz Foods Company LP						Canada
Kraft Heinz Global Finance B.V.						Netherlands
Kraft Heinz Holding LLC						Delaware
Kraft Heinz India Private Limited						India
Kraft Heinz Ingredients Corp.						Delaware
Kraft Heinz Intermediate Corporation I						Delaware
Kraft Heinz Intermediate Corporation II						Delaware
Kraft Heinz Investment Company LLC						Delaware
Kraft Heinz NoMa B.V.						Netherlands
Kraft Heinz Puerto Rico LLC						Puerto Rico
Kraft Heinz Singapore Holding Pte. Ltd.						Singapore
Kraft Heinz UK Limited						United Kingdom
Kraft Heinz Vostok Ltd.						Russia
Kraft Heinz Yangjiang Foods Co., Ltd.						China
Kraft New Services, LLC						Delaware
La Bonne Cuisine Limited						New Zealand
Lea & Perrins Limited						United Kingdom
Lea & Perrins LLC						Delaware
LLC Heinz-Georgievsk						Russia
LLC Ivanovsky Kombinat Detskogo Pitaniya						Russia
Master Chef Limited						New Zealand
Nature's Delicious Foods Group LLC						Delaware
Noble Insurance Company Limited						Ireland
O.R.A. LLC						California
P.T. Heinz ABC Indonesia						Indonesia
Petroproduct-Otradnoye Limited						Russia
Phenix Management Corporation						Delaware
Pollio Italian Cheese Company						Delaware
Primal Nutrition LLC						Delaware
Pro-Share Limited						United Kingdom
Pudliszki Sp. z o.o.						Poland
Renee's Gourmet Foods Inc.						Canada
RINC Ltd.						Israel
Salpak Pty Ltd.						Australia
Seven Seas Foods, Inc.						Delaware
Sewickley LLC						Delaware
The Bold Butcher, LLC						Delaware
The Kraft Heinz Company Foundation						Illinois
The Yuban Coffee Company						Delaware
Thompson & Hills Ltd.						New Zealand
TNCOR Ltd.						Israel
Top Taste Company Limited						New Zealand
Tsai Weng Ping Incorporated Limited						British Virgin Islands
Weishida (Nanjing) Foods Co. Ltd.						China
Wellio, Inc.						Delaware
Wexford LLC						Delaware
WW Foods LLC						Delaware
XO Dairy, LLC						Delaware

Document

Exhibit 22.1

The Kraft Heinz Company

List of Subsidiary Guarantors and Issuers of Guaranteed Securities

As of December 26, 2020, The Kraft Heinz Company was the sole guarantor of all the unsecured registered notes issued by Kraft Heinz Foods Company, a Pennsylvania Limited Liability Company, our 100% owned operating subsidiary.


Description of KHFC Senior Notes
3.125% senior notes due 2021
Floating rate U.S. dollar senior notes due 2021
2.850% senior notes due 2022
3.500% senior notes due 2022
Floating rate U.S. dollar senior notes due 2022
4.000% senior notes due 2023
2.000% Euro senior notes due 2023
1.500% Euro senior notes due 2024
3.950% senior notes due 2025
3.000% senior notes due 2026
3.875% senior notes due 2027
4.125% British Pound senior notes due 2027
2.250% Euro senior notes due 2028
6.375% senior debentures due 2028
4.625% senior notes due 2029
3.750% senior notes due 2030
4.250% senior notes due 2031
6.750% senior debentures due 2032
5.000% senior notes due 2035
6.875% senior notes due 2039
4.625% senior notes due 2039
7.125% senior debentures due 2039
6.500% senior notes due 2040
5.000% senior notes due 2042
5.200% senior notes due 2045
4.375% senior notes due 2046
4.875% senior notes due 2049
5.500% senior notes due 2050

Document

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-250081) and Form S-8 (Nos. 333-205481, 333-211147 and 333-238073) of The Kraft Heinz Company of our report dated February 17, 2021 relating to the financial statements and financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 17, 2021

Document

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Miguel Patricio, Paulo Basilio, and Vince Garlati his or her true and lawful attorney-in-fact, for him or her and in his or her name, place and stead to affix his or her signature as director or officer or both, as the case may be, of the registrant, to sign the Annual Report on Form 10-K of The Kraft Heinz Company for its fiscal year ended December 26, 2020 and any and all amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Miguel Patricio	Chief Executive Officer	February 16, 2021
Miguel Patricio	(Principal Executive Officer)

/s/ Paulo Basilio	Global Chief Financial Officer	February 16, 2021
Paulo Basilio	(Duly Authorized Officer and Principal Financial Officer)

/s/ Vince Garlati	Vice President, Global Controller	February 16, 2021
Vince Garlati	(Principal Accounting Officer)

/s/ Alexandre Behring	Chairman of the Board	February 16, 2021
Alexandre Behring

/s/ John T. Cahill	Vice Chairman of the Board	February 16, 2021
John T. Cahill

/s/ John C. Pope	Lead Director	February 16, 2021
John C. Pope

/s/ Gregory E. Abel	Director	February 16, 2021
Gregory E. Abel

/s/ Joao M. Castro-Neves	Director	February 16, 2021
Joao M. Castro-Neves

/s/ Timothy Kenesey	Director	February 16, 2021
Timothy Kenesey

/s/ Jorge Paulo Lemann	Director	February 16, 2021
Jorge Paulo Lemann

/s/ Elio Leoni Sceti	Director	February 16, 2021
Elio Leoni Sceti

/s/ Susan Mulder	Director	February 16, 2021
Susan Mulder

/s/ Alexandre Van Damme	Director	February 16, 2021
Alexandre Van Damme

/s/ George Zoghbi	Director	February 16, 2021
George Zoghbi

Document

Exhibit 31.1

I, Miguel Patricio, certify that:

1.I have reviewed this Annual Report on Form 10-K for the period ended December 26, 2020 of The Kraft Heinz Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


By:			/s/ Miguel Patricio
			Miguel Patricio
			Chief Executive Officer

Date: February 17, 2021

Document

Exhibit 31.2

I, Paulo Basilio, certify that:

1.I have reviewed this Annual Report on Form 10-K for the period ended December 26, 2020 of The Kraft Heinz Company;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


By:			/s/ Paulo Basilio
			Paulo Basilio
			Global Chief Financial Officer

Date: February 17, 2021

Document

Exhibit 32.1

18 U.S.C. SECTION 1350 CERTIFICATION

I, Miguel Patricio, Chief Executive Officer of The Kraft Heinz Company (the “Company”), hereby certify that, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, to my knowledge:

1.The Company’s Annual Report on Form 10-K for the period ended December 26, 2020 (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.


By:			/s/ Miguel Patricio
Name:			Miguel Patricio
Title:			Chief Executive Officer

Date: February 17, 2021

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Form 10-K or as a separate disclosure document.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Kraft Heinz Company and will be retained by The Kraft Heinz Company and furnished to the Securities and Exchange Commission or its staff upon request.

Document

Exhibit 32.2

18 U.S.C. SECTION 1350 CERTIFICATION

I, Paulo Basilio, Global Chief Financial Officer of The Kraft Heinz Company (the “Company”), hereby certify that, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, to my knowledge:

2.The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.


By:			/s/ Paulo Basilio
Name:			Paulo Basilio
Title:			Global Chief Financial Officer

Date: February 17, 2021

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Form 10-K or as a separate disclosure document.

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