Overview


Description of the Company:
We manufacture and market food and beverage products, including condiments and
sauces, cheese and dairy, meals, meats, refreshment beverages, coffee, and other
grocery products throughout the world.
We manage and report our operating results through four segments. We have three
reportable segments defined by geographic region: United States, Canada, and
EMEA. Our remaining businesses are combined and disclosed as "Rest of World."
Rest of World comprises two operating segments: Latin America and APAC.
During the third quarter of 2019, certain organizational changes were announced
that will impact our future internal reporting and reportable segments. As a
result of these changes, we plan to combine our EMEA, Latin America, and APAC
zones to form the International zone. The International zone will be a
reportable segment along with the United States and Canada in 2020. We also plan
to move our Puerto Rico business from the Latin America zone to the United
States zone to consolidate and streamline the management of our product
categories and supply chain. These changes will be effective in the first
quarter of 2020.
See Note 22, Segment Reporting, in Item 8, Financial Statements and
Supplementary Data, to the consolidated financial statements for our financial
information by segment.
See below for discussion and analysis of our financial condition and results of
operations for 2019 compared to 2018. See Item 7, Management's Discussions and
Analysis of Financial Condition and Results of Operations, in our Annual Report
on Form 10-K for the year ended December 29, 2018 for a detailed discussion of
our financial condition and results of operations for 2018 compared to 2017.
Items Affecting Comparability of Financial Results
Impairment Losses:
Our 2019 results of operations reflect goodwill impairment losses of $1.2
billion and intangible asset impairment losses of $702 million compared to
goodwill impairment losses of $7.0 billion and intangible asset impairment
losses of $8.9 billion in 2018. See Note 9, Goodwill and Intangible Assets, in
Item 8, Financial Statements and Supplementary Data, for additional information
on these impairment losses.
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 from our consolidated
financial statements see Non-GAAP Financial Measures.
Consolidated Results of Operations
Summary of Results:
                                                        December 28, 2019

December 29, 2018 % Change


                                                         (in millions, except per share data)
Net sales                                             $            24,977     $          26,268         (4.9 )%
Operating income/(loss)                                             3,070               (10,205 )      130.1  %
Net income/(loss) attributable to common shareholders               1,935               (10,192 )      119.0  %
Diluted EPS                                                          1.58                 (8.36 )      118.9  %



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Net Sales:
                      December 28, 2019      December 29, 2018     % Change
                                    (in millions)
Net sales            $            24,977    $            26,268      (4.9 )%
Organic Net Sales(a)              24,961                 25,393      (1.7 )%


(a) Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial

Measures section at the end of this item.




Fiscal Year 2019 Compared to Fiscal Year 2018:
Net sales decreased 4.9% to $25.0 billion in 2019 compared to $26.3 billion in
2018 primarily due to the unfavorable impacts of foreign currency (1.9 pp) and
acquisitions and divestitures (1.3 pp). Organic Net Sales decreased 1.7% to
$25.0 billion in 2019 compared to $25.4 billion in 2018 due to unfavorable
volume/mix (1.8 pp), partially offset by higher pricing (0.1 pp). Volume/mix was
unfavorable in the United States, Rest of World, and EMEA, which was partially
offset by growth in Canada. Higher pricing in the United States and Rest of
World was partially offset by lower pricing in Canada, while pricing in EMEA was
flat.
Net Income/(Loss):
                                                        December 28, 2019      December 29, 2018     % Change
                                                                     (in millions)
Operating income/(loss)                               $             3,070     $         (10,205 )      130.1  %
Net income/(loss) attributable to common shareholders               1,935               (10,192 )      119.0  %
Adjusted EBITDA(a)                                                  6,064                 7,024        (13.7 )%

(a) Adjusted EBITDA is a non-GAAP financial measure. See the Non-GAAP Financial

Measures section at the end of this item.




Fiscal Year 2019 Compared to Fiscal Year 2018:
Operating income/(loss) increased 130.1% to income of $3.1 billion in 2019
compared to a loss of $10.2 billion in 2018. This increase was primarily driven
by lower impairment losses in the current year. Impairment losses were $1.9
billion in 2019 compared to $15.9 billion in 2018. Excluding the impact of these
impairment losses, operating income/(loss) decreased by $762 million primarily
due to lower Organic Net Sales, higher supply chain costs, the unfavorable
impact of foreign currency (0.8 pp), higher general corporate expenses, and the
unfavorable impact of divestitures, partially offset by lower restructuring
expenses in the current period. See Note 9, Goodwill and Intangible Assets, in
Item 8, Financial Statements and Supplementary Data, for additional information
on our impairment losses.
Net income/(loss) attributable to common shareholders increased 119.0% to income
of $1.9 billion in 2019 compared to a loss of $10.2 billion in 2018. This change
was driven by the operating income/(loss) factors described above (primarily
lower impairment losses in 2019 compared to 2018) and favorable impacts in other
expense/(income), partially offset by a higher effective tax rate and higher
interest expense, detailed as follows.
•      Other expense/(income) was $952 million of income in 2019 compared to $168

million of income in 2018. This increase was primarily driven by a $420

million net gain on sales of businesses in 2019 compared to a $15 million

loss on sale of our South Africa subsidiary in 2018, a $162 million

non-cash settlement charge in the prior year related to the wind-up of our

Canadian salaried and Canadian hourly defined benefit pension plans, and a

$136 million decrease in nonmonetary currency devaluation losses related


       to our Venezuelan operations as compared to the prior year period. The
       $420 million net gain on sales of businesses in 2019 consisted of a $249

million gain on the sale of Heinz India Private Limited ("Heinz India")

("Heinz India Transaction"), a $242 million gain on the sale of certain

assets in our natural cheese business in Canada ("Canada Natural Cheese


       Transaction"), and a $71 million loss on an anticipated sale of a
       subsidiary within our Rest of World segment.

• The effective tax rate was 27.4% in 2019 on pre-tax income compared to

9.4% in 2018 on a pre-tax loss. The 2019 effective tax rate was higher

primarily driven by lower non-deductible goodwill impairments, partially

offset by a more favorable geographic mix of pre-tax income in various

non-U.S. jurisdictions and a decrease in unfavorable rate reconciling

items. Current year unfavorable impacts primarily related to

non-deductible goodwill impairments, the impact of the federal tax on

global intangible low-taxed income ("GILTI"), an increase in uncertain tax

position reserves, the establishment of certain state valuation allowance

reserves, and the tax impacts from the Heinz India and Canada Natural

Cheese Transactions. These impacts were partially offset by the reversal

of certain withholding tax obligations and changes in estimates of certain


       2018 U.S. income and deductions.



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•      Interest expense was $1.4 billion in 2019 compared to $1.3 billion in
       2018. This increase was primarily driven by a $98 million loss on
       extinguishment of debt recognized in connection with our debt tender

offers and redemptions completed in 2019. Excluding the impact of the loss

on extinguishment of debt, interest expense was generally flat as compared

to the prior year period.




Adjusted EBITDA decreased 13.7% to $6.1 billion in 2019 compared to $7.0 billion
in 2018. This decrease was primarily due to lower Organic Net Sales, higher
supply chain costs, the unfavorable impact of foreign currency (2.8 pp), higher
general corporate expenses, and the unfavorable impact of divestitures.
Diluted EPS:
                 December 28, 2019      December 29, 2018    % Change
                   (in millions, except per share data)
Diluted EPS     $              1.58    $           (8.36 )    118.9  %
Adjusted EPS(a)                2.85                 3.51      (18.8 )%

(a) Adjusted EPS is a non-GAAP financial measure. See the Non-GAAP Financial

Measures section at the end of this item.




Fiscal Year 2019 Compared to Fiscal Year 2018:
Diluted EPS increased 118.9% to earnings of $1.58 in 2019 compared to a loss of
$8.36 in 2018 primarily driven by the net income/(loss) attributable to common
shareholders factors discussed above.
                                           December 28, 2019      December 29, 2018      $ Change      % Change
Diluted EPS                               $           1.58       $           (8.36 )   $     9.94        118.9  %
Integration and restructuring expenses                0.07                    0.32          (0.25 )
Deal costs                                            0.02                    0.02              -
Unrealized losses/(gains) on commodity
hedges                                               (0.04 )                  0.01          (0.05 )
Impairment losses                                     1.38                   11.28          (9.90 )
Losses/(gains) on sale of business                   (0.23 )                  0.01          (0.24 )
Other losses/(gains) related to
acquisitions and divestitures                            -                    0.02          (0.02 )
Nonmonetary currency devaluation                      0.01                    0.12          (0.11 )
Debt prepayment and extinguishment costs              0.06                       -           0.06
U.S. Tax Reform discrete income tax
expense/(benefit)                                        -                    0.09          (0.09 )
Adjusted EPS(a)                           $           2.85       $            3.51     $    (0.66 )      (18.8 )%

Key drivers of change in Adjusted EPS(a):
Results of operations                                                                  $    (0.64 )
Results of divested operations                                                              (0.05 )
Interest expense                                                                             0.01
Other expense/(income)                                                                       0.02
                                                                                       $    (0.66 )

(a) Adjusted EPS is a non-GAAP financial measure. See the Non-GAAP Financial

Measures section at the end of this item.




Adjusted EPS decreased 18.8% to $2.85 in 2019 compared to $3.51 in 2018
primarily due to lower Adjusted EBITDA and higher depreciation and amortization
expenses, partially offset by favorable changes in other expense/(income) and
lower interest expense.

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Results of Operations by Segment
Management evaluates segment performance based on several factors, including net
sales, Organic Net Sales, and Segment Adjusted EBITDA. Segment Adjusted EBITDA
is defined as net income/(loss) from continuing operations before interest
expense, other expense/(income), provision for/(benefit from) income taxes, and
depreciation and amortization (excluding integration and restructuring
expenses); in addition to these adjustments, we exclude, when they occur, the
impacts of integration and restructuring expenses, deal costs, unrealized
gains/(losses) on commodity hedges (the unrealized gains and losses are recorded
in general corporate expenses until realized; once realized, the gains and
losses are recorded in the applicable segment's operating results), impairment
losses, and equity award compensation expense (excluding integration and
restructuring expenses). Segment Adjusted EBITDA is a tool that can assist
management and investors in comparing our performance on a consistent basis by
removing the impact of certain items that management believes do not directly
reflect our underlying operations.
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 net income/(loss), rather than
accumulated other comprehensive income/(losses) on the balance sheet, until such
time as the economy is no longer considered highly inflationary. The exchange
gains and losses from remeasurement are recorded in current net income/(loss)
and are classified within other expense/(income), as nonmonetary currency
devaluation. See Note 15, Venezuela - Foreign Currency and Inflation, and Note
2, Significant Accounting Policies, in Item 8, Financial Statements and
Supplementary Data, for additional information.
Net Sales:
                 December 28, 2019      December 29, 2018
                               (in millions)
Net sales:
United States   $            17,756    $            18,122
Canada                        1,882                  2,173
EMEA                          2,551                  2,718
Rest of World                 2,788                  3,255
Total net sales $            24,977    $            26,268


Organic Net Sales:
                         December 28, 2019      December 29, 2018
                                       (in millions)
Organic Net Sales(a):
United States           $            17,756    $            18,122
Canada                                1,700                  1,732
EMEA                                  2,666                  2,697
Rest of World                         2,839                  2,842
Total Organic Net Sales $            24,961    $            25,393


(a) Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial

Measures section at the end of this item.

Drivers of the changes in net sales and Organic Net Sales were:


                                                      Acquisitions
                                                          and
                             Net Sales    Currency    Divestitures    Organic Net Sales     Price     Volume/Mix
2019 Compared to 2018
United States                   (2.0 )%      0.0 pp         0.0 pp           (2.0 )%         0.4 pp     (2.4) pp
Canada                         (13.4 )%    (2.1) pp       (9.4) pp           (1.9 )%       (3.4) pp       1.5 pp
EMEA                            (6.2 )%    (4.3) pp       (0.7) pp           (1.2 )%         0.0 pp     (1.2) pp
Rest of World                  (14.3 )%   (10.3) pp       (3.9) pp           (0.1 )%         1.2 pp     (1.3) pp
Kraft Heinz                     (4.9 )%    (1.9) pp       (1.3) pp           (1.7 )%         0.1 pp     (1.8) pp



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Adjusted EBITDA:

December 28, 

2019 December 29, 2018


                                                                            (in millions)
Segment Adjusted EBITDA:
United States                                                 $           4,809     $           5,218
Canada                                                                      487                   608
EMEA                                                                        661                   724
Rest of World                                                               363                   635
General corporate expenses                                                 (256 )                (161 )

Depreciation and amortization (excluding integration and restructuring expenses)

                                                    (985 )                (919 )
Integration and restructuring expenses                                     (102 )                (297 )
Deal costs                                                                  (19 )                 (23 )
Unrealized gains/(losses) on commodity hedges                                57                   (21 )
Impairment losses                                                        (1,899 )             (15,936 )
Equity award compensation expense (excluding integration and
restructuring expenses)                                                     (46 )                 (33 )
Operating income                                                          3,070               (10,205 )
Interest expense                                                          1,361                 1,284
Other expense/(income)                                                     (952 )                (168 )
Income/(loss) before income taxes                             $           2,661     $         (11,321 )


United States:
                         December 28, 2019      December 29, 2018     % Change
                                       (in millions)
Net sales               $            17,756    $            18,122      (2.0 )%
Organic Net Sales(a)                 17,756                 18,122      (2.0 )%
Segment Adjusted EBITDA               4,809                  5,218      (7.8 )%


(a) Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial

Measures section at the end of this item.




Fiscal Year 2019 Compared to Fiscal Year 2018:
Net sales and Organic Net Sales both decreased 2.0% to $17.8 billion in 2019
compared to $18.1 billion in 2018. This decrease was primarily due to
unfavorable volume/mix (2.4 pp), partially offset by higher pricing (0.4 pp).
Unfavorable volume/mix was primarily due to unfavorable changes in retail
inventory levels versus the prior year and lower shipments in meat, cheese, and
coffee, partially offset by growth in nuts as well as condiments and sauces.
Higher pricing was primarily driven by price increases to reflect higher
key-commodity costs for meat and cheese, which more than offset lower
key-commodity driven pricing on coffee and nuts.
Segment Adjusted EBITDA decreased 7.8% to $4.8 billion in 2019 compared to $5.2
billion in 2018. This decrease was primarily due to lower Organic Net Sales,
cost inflation in procurement and manufacturing, strategic investments, and
supply chain losses.
Canada:
                         December 28, 2019      December 29, 2018     % Change
                                       (in millions)
Net sales               $             1,882    $             2,173     (13.4 )%
Organic Net Sales(a)                  1,700                  1,732      (1.9 )%
Segment Adjusted EBITDA                 487                    608     (19.9 )%


(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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Fiscal Year 2019 Compared to Fiscal Year 2018:
Net sales decreased 13.4% to $1.9 billion in 2019 compared to $2.2 billion in
2018 primarily due to the unfavorable impacts of acquisitions and divestitures
(9.4 pp) and foreign currency (2.1 pp). Organic Net Sales decreased 1.9% to $1.7
billion in 2019 compared to $1.7 billion in 2018 due to lower pricing (3.4 pp),
partially offset by favorable volume/mix (1.5 pp). Pricing was lower across
categories, primarily due to higher promotional costs versus the prior year,
particularly in condiments and sauces and cheese. Favorable volume/mix was
primarily driven by growth in condiments and sauces, spreads, and cheese.
Segment Adjusted EBITDA decreased 19.9% to $487 million in 2019 compared to $608
million in 2018 partially due to the unfavorable impact of foreign currency (1.9
pp). Excluding the currency impact, Segment Adjusted EBITDA decreased primarily
due to lower Organic Net Sales, the Canada Natural Cheese Transaction which
closed on July 2, 2019, and higher input costs.
EMEA:
                         December 28, 2019      December 29, 2018     % Change
                                       (in millions)
Net sales               $             2,551    $             2,718      (6.2 )%
Organic Net Sales(a)                  2,666                  2,697      (1.2 )%
Segment Adjusted EBITDA                 661                    724      (8.7 )%

(a) Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial

Measures section at the end of this item.




Fiscal Year 2019 Compared to Fiscal Year 2018:
Net sales decreased 6.2% to $2.6 billion in 2019 compared to $2.7 billion in
2018 driven by the unfavorable impacts of foreign currency (4.3 pp) and
acquisitions and divestitures (0.7 pp). Organic Net Sales decreased 1.2% to $2.7
billion in 2019 compared to $2.7 billion in 2018 due to unfavorable volume/mix
(1.2 pp) while pricing was flat versus 2018. Unfavorable volume/mix was
primarily due to the adverse impact of extended negotiations with key retailers,
lower shipments of meals, and ongoing weakness in infant nutrition, partially
offset by foodservice growth. Pricing was flat primarily due to lower pricing in
infant nutrition, partially offset by price increases in meals.
Segment Adjusted EBITDA decreased 8.7% to $661 million in 2019 compared to $724
million in 2018, including the unfavorable impact of foreign currency (4.2 pp).
Excluding the currency impact, the decrease was primarily due to higher supply
chain costs in the current year and the benefit from the postemployment benefits
accounting change in the prior year.
Rest of World:
                         December 28, 2019      December 29, 2018     % Change
                                       (in millions)
Net sales               $             2,788    $             3,255     (14.3 )%
Organic Net Sales(a)                  2,839                  2,842      (0.1 )%
Segment Adjusted EBITDA                 363                    635     (42.8 )%


(a) Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial

Measures section at the end of this item.




Fiscal Year 2019 Compared to Fiscal Year 2018:
Net sales decreased 14.3% to $2.8 billion in 2019 compared to $3.3 billion in
2018 due to the unfavorable impact of foreign currency (10.3 pp, including 6.9
pp from the devaluation of the Venezuelan bolivar) and the unfavorable impact of
acquisitions and divestitures (3.9 pp). Organic Net Sales decreased 0.1% to $2.8
billion in 2019 compared to $2.8 billion in 2018 primarily due to unfavorable
volume/mix (1.3 pp), partially offset by higher pricing (1.2 pp). Unfavorable
volume/mix was due to ongoing weakness in infant nutrition, partially offset by
growth in condiments and sauces. Higher pricing was primarily driven by price
increases in Brazil and Mexico.
Segment Adjusted EBITDA decreased 42.8% to $363 million in 2019 compared to $635
million in 2018, including the unfavorable impact of foreign currency (22.6 pp,
including 20.8 pp from the devaluation of the Venezuelan bolivar) and costs not
expected to repeat, from a combination of higher labor-related expenses from the
impact of the Holidays Act in New Zealand, as well as asset- and
inventory-related write-offs in Australia, New Zealand, and Latin America.
Excluding these factors, the decrease in Segment Adjusted EBITDA was primarily
due to higher supply chain costs and the Heinz India Transaction which closed on
January 30, 2019.

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Critical Accounting Estimates

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