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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one) FORM 10-K
ÈANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 29, 2012
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 1-35491
Kraft Foods Group, Inc.
(Exact name of registrant as specified in its charter)
Virginia 36-3083135
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
Three Lakes Drive, Northfield, Illinois 60093-2753
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 847-646-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, no par value The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No È
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No È
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ÈNo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ÈNo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer Non-accelerated filer ÈSmaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No È
As of June 30, 2012, the registrant’s common stock was not publicly traded. At February 23, 2013, there were 593,372,593
shares of the registrant’s common stock outstanding.
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection
with its annual meeting of shareholders expected to be held on May 22, 2013 are incorporated by reference into Part III hereof.

Table of contents

  • Page 1
    ... NUMBER 1-35491 Kraft Foods Group, Inc. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 36-3083135 (I.R.S. Employer Identification No.) Three Lakes Drive, Northfield, Illinois (Address of principal executive offices...

  • Page 2
    ... 29, 2012, December 31, 2011, and December 31, 2010 Notes to Consolidated Financial Statements Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers, and Corporate Governance Executive Compensation...

  • Page 3
    ...before income taxes of $2.5 billion in 2012. We manufacture and market food and beverage products, including refrigerated meals, refreshment beverages and coffee, cheese, and other grocery products, primarily in the United States and Canada, under a host of iconic brands. Our product categories span...

  • Page 4
    ...North American grocery business. To effect the Spin-Off, Mondele ¯ z International distributed all of the shares of Kraft Foods Group common stock owned by Mondele ¯ z International to its shareholders on October 1, 2012 ("Distribution"). Holders of Mondele ¯ z International common stock received...

  • Page 5
    ... teams collaborate with customers on developing strategies for new item introduction, category and assortment management, shopper insights, shopper marketing, trade and promotional planning, and retail pricing solutions. We have a dedicated headquarter customer team covering all of our product lines...

  • Page 6
    ... well as government programs, substantially influence the prices for milk and other dairy products. The most significant cost component of our coffee products is coffee beans, which we purchase on world markets. Quality and availability of supply, changes in the value of the U.S. dollar in relation...

  • Page 7
    ... brands we license from third parties, including: • • Capri Sun packaged juice drinks for sale in the United States; and Taco Bell Home Originals Mexican-style food products for sale in U.S. grocery stores. In connection with the Spin-Off, we granted Mondele ¯ z International licenses to use...

  • Page 8
    ...regulating trade practices related to the sale of dairy products, and imposing their own labeling requirements on food products. Many of the food commodities we use in our operations are subject to governmental agricultural programs. These programs have substantial effects on prices and supplies and...

  • Page 9
    ...% of our 2012 consolidated net revenues and 13% of our 2011 and 2010 consolidated net revenues outside the United States, primarily in Canada. For additional information about our foreign operations, see Note 16, Segment Reporting, to the consolidated financial statements. Executive Officers of the...

  • Page 10
    ..., Supply Chain for Procter & Gamble's global baby care business from 2003 to 2012. Ms. Johnson May has served as our Executive Vice President, Human Resources since October 1, 2012. Prior to that, she served as Mondele ¯ z International's Senior Vice President, Human Resources, Kraft Foods North...

  • Page 11
    ...¯ z International as Executive Vice President, Corporate & Legal Affairs, Kraft Foods North America in September 2012. Prior to that, Ms. Rucker served as Senior Vice President, General Counsel and Chief Compliance Officer of Avon Products, Inc., a global manufacturer of beauty and related products...

  • Page 12
    ... new product innovation to maintain market share. These expenditures are subject to risks, including uncertainties about trade and consumer acceptance of our efforts. If we reduce prices or face increased costs, but cannot increase sales volumes to offset those changes, then our financial condition...

  • Page 13
    ...or to develop and market their own retailer brands. Retail consolidation and increasing retailer power could materially and adversely affect our product sales, financial condition, and results of operations. Retail consolidation also increases the risk that adverse changes in our customers' business...

  • Page 14
    ... market share in our existing product categories. Our failure to drive revenue growth in our key product categories or develop innovative products for new and existing categories could materially and adversely affect our profitability, financial condition, and results of operations. Commodity...

  • Page 15
    ...against our products or processes could materially and adversely affect our product sales, financial condition, and results of operations. Unanticipated disruptions of our supply chain or distribution capabilities could adversely affect our ability to provide our products to our customers as well as...

  • Page 16
    ... a number of benefit plans for employees in the United States and Canada, including defined benefit pension plans, retiree health and welfare, active health care, severance, and other postemployment benefits. At the end of 2012, the projected benefit obligation of our defined benefit pension plans...

  • Page 17
    ... Internet, to process, transmit, and store electronic and financial information, to manage a variety of business processes and activities, and to comply with regulatory, legal, and tax requirements. We also depend on our information technology infrastructure for digital marketing activities and for...

  • Page 18
    ...with our North American grocery business. Our Canadian subsidiary received an advance income tax ruling from the Canada Revenue Agency ("CRA") to the effect that, subject to the accuracy of and compliance with certain representations, assumptions, and covenants and based on the current provisions of...

  • Page 19
    ...the Spin-Off. We believe that, as an independent, publicly traded company, we will be able to, among other matters, better focus our financial and operational resources on our specific business, growth profile, and strategic priorities, design and implement corporate strategies and policies targeted...

  • Page 20
    ... actions, including reducing spending on marketing, retail trade incentives, advertising and new product innovation, reducing financing in the future for working capital, capital expenditures and general corporate purposes, selling assets, or dedicating an unsustainable level of our cash flow...

  • Page 21
    ...headquarters are located in Northfield, Illinois. Our headquarters are leased and house our executive offices, certain U.S. business units, and our administrative, finance, and human resource functions. We maintain additional owned and leased offices and three technology centers in the United States...

  • Page 22
    ... The J.M. Smucker Company, and Tyson Foods, Inc. Information regarding our common stock high and low sales prices as reported on NASDAQ and dividends declared during the last two fiscal years is included in Note 17, Quarterly Financial Data (Unaudited), to the consolidated financial statements. This...

  • Page 23
    ... $ (1) On October 1, 2012, Mondele ¯ z International distributed 592 million shares of Kraft Foods Group common stock to Mondele ¯ z International's shareholders. Basic and diluted earnings per common share and the average number of common shares outstanding were retrospectively restated for the...

  • Page 24
    ...food and beverage companies in North America. We manufacture and market refrigerated meals, refreshment beverages and coffee, cheese, and other grocery products, primarily in the United States and Canada. Our product categories span all major meal occasions, both at home and in foodservice locations...

  • Page 25
    ...provide certain sales, co-manufacturing, distribution, information technology, accounting, and finance services to Nestlé for up to two years. As of December 31, 2011, these service agreements were substantially complete. Provision for Income Taxes Our effective tax rate was 33.1% in 2012, 38.3% in...

  • Page 26
    ... restated for the number of Kraft Foods Group shares outstanding immediately following the SpinOff. Our total debt increased approximately $9.9 billion in 2012 compared to 2011 due to a $6.0 billion debt issuance, $3.6 billion debt exchange with Mondele ¯ z International debt and the transfer...

  • Page 27
    ... Program costs Change in market-based impacts to postemployment benefit plans Change in unrealized gains/losses from hedging activities Impact of divestitures Royalty income from Mondele ¯ z International Higher interest and other expense, net Changes in taxes Shares outstanding Diluted EPS...

  • Page 28
    ...per share due to the dilutive impact of stock-based awards outstanding. Diluted EPS for the year ended December 31, 2011 did not include the impact of these awards as they were not outstanding prior to the Spin-Off. The market-based impacts to postemployment benefit plans reflect our new strategy to...

  • Page 29
    ...Mondele ¯ z International Changes in taxes Diluted EPS for the Year Ended December 31, 2011 $ 5.98 2.78 3.20 0.14 0.02 0.07 (0.08) (0.10) (0.20) 0.01 (0.06) $ 3.00 The market-based impacts to postemployment benefit plans reflect our new strategy to follow a mark-to-market accounting policy for...

  • Page 30
    ... benefit plan funding decisions and the determination of discount rate, expected rate of return on plan assets, and other actuarial assumptions. We also manage market-based impacts to these benefit plans centrally. Therefore, we allocate only the service cost component of our pension plan...

  • Page 31
    ... the impact of the 53rd week of shipments in 2011. This was partially offset by lower other selling, general and administrative expenses, higher net pricing, and lower manufacturing costs (driven by net productivity). 2011 compared with 2010: Net revenues decreased $206 million (6.4%) which includes...

  • Page 32
    ... cheese, and grated cheese categories. Segment operating income increased $31 million (5.2%), due primarily to higher net pricing, lower other selling, general and administrative expenses (including a termination fee received due to the restructuring of a service contract), lower manufacturing...

  • Page 33
    ... and administrative expenses, lower manufacturing costs, and the impact of the 53rd week of shipments in 2011, partially offset by higher commodity costs, the impact of divestitures (lower income from a transition services agreement related to the Frozen Pizza business), unfavorable volume/mix, and...

  • Page 34
    ...and dry packaged desserts, partially offset by new products in the dinners category and the introduction of peanut butter. Segment operating income increased $70 million (5.6%), driven primarily by higher net pricing, the impact of the 53rd week of shipments in 2011, lower other selling, general and...

  • Page 35
    ... 53rd week of shipments in 2011, and unfavorable foreign currency, partially offset by higher net pricing. In our Export business, net revenues increased, driven by higher net pricing, partially offset by unfavorable volume/mix and lower sales to Mondele ¯ z International. Segment operating income...

  • Page 36
    .... Our financial statements included certain expenses of Mondele ¯ z International which were allocated to us for certain functions, including general corporate expenses related to finance, legal, information technology, human resources, compliance, shared services, insurance, employee benefits and...

  • Page 37
    ... to the Spin-Off, Mondele ¯ z International provided defined benefit pension, postretirement health care, defined contribution, and multiemployer pension and medical benefits to our eligible employees and retirees. As such, these liabilities were not reflected in our consolidated balance sheets. We...

  • Page 38
    ...International in 2012 driven by a decrease in the discount rate used. Certain pension plans in our Canadian operations and our other postemployment benefit plans were our direct obligations and have been recorded within our historical financial statements. We recorded amounts relating to these plans...

  • Page 39
    ...Effect of change in discount rate on pension costs Effect of change in actual rate of return on plan assets on pension costs Effect of change in discount rate on postretirement health care costs $ (516) $ (28) (208) 583 28 232 $ (94) $ (6) (12) 102 6 14 Income Taxes: We recognize tax benefits...

  • Page 40
    ... 2010, we received $3.7 billion in proceeds from the sale of the Frozen Pizza business. Capital expenditures were $440 million in 2012, $401 million in 2011, and $448 million in 2010. The 2012 capital expenditures were primarily used to modernize manufacturing facilities and support new product and...

  • Page 41
    ... ¯ z International debt was exchanged for our debt in connection with our Spin-Off capitalization plan. No cash was generated from the exchange. We recorded deferred tax liabilities in connection with the debt exchange and the balance was $418 million as of December 29, 2012. The general terms of...

  • Page 42
    ...$154 million at December 31, 2011. These include letters of credit related to dairy commodity purchases and other letters of credit. Guarantees do not have, and we do not expect them to have, a material effect on our liquidity. During 2012, our long-term debt and expected interest payments increased...

  • Page 43
    ... Spin-Off, the stock awards were modified as follows: • Stock options: Holders of stock option awards received Mondele ¯ z International stock options to purchase the same number of shares of Mondele ¯ z International common stock at an adjusted exercise price and one new Kraft Foods Group stock...

  • Page 44
    Our non-GAAP financial measures reflect how we evaluate our operating results currently. As new events or circumstances arise, these definitions could change over time. We use "Organic Net Revenues" in this Annual Report on Form 10-K, which is defined as net revenues excluding the impact of ...

  • Page 45
    ... commodity prices, foreign currency exchange rates, and interest rates. We also sell commodity futures to unprice future purchase commitments, and we occasionally use related futures to cross-hedge a commodity exposure. We are not a party to leveraged derivatives and, by policy, do not use financial...

  • Page 46
    ... Data. Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Kraft Foods Group, Inc.: In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a) present fairly, in all material respects, the financial position...

  • Page 47
    Kraft Foods Group, Inc. Consolidated Statements of Earnings (in millions of dollars, except per share data) December 29, 2012 For the Years Ended December 31, 2011 December 31, 2010 Net revenues Cost of sales Gross profit Selling, general and administrative expenses Asset impairment and exit costs ...

  • Page 48
    Kraft Foods Group, Inc. Consolidated Statements of Comprehensive Earnings (in millions of dollars) December 29, 2012 For the Years Ended December 31, 2011 December 31, 2010 Net earnings Other comprehensive earnings / (losses): Currency translation adjustment Pension and other benefits: Amortization...

  • Page 49
    ... Long-term debt Deferred income taxes Accrued pension costs Accrued postretirement health care costs Other liabilities TOTAL LIABILITIES Commitments and Contingencies (Note 12) EQUITY Common Stock, no par value (592,783,696 shares issued in 2012 and 0 in 2011) Additional paid-in capital Parent...

  • Page 50
    Kraft Foods Group, Inc. Consolidated Statements of Equity (in millions of dollars, except per share data) Kraft Foods Group Shareholders' Equity Accumulated Other Additional Parent Retained Comprehensive Paid-in Company Earnings / Earnings / Capital Investment (Deficit) (Losses) Common Stock ...

  • Page 51
    ...International Proceeds from stock option exercises Other financing activities Net cash used in financing activities Cash and cash equivalents: Increase / (Decrease) Balance at beginning of period Balance at end of period Cash paid: Interest Income taxes See notes to consolidated financial statements...

  • Page 52
    ... North American grocery business. To effect the Spin-Off, Mondele ¯ z International distributed 592 million shares of Kraft Foods Group common stock to Mondele ¯ z International's shareholders on October 1, 2012. Holders of Mondele ¯ z International common stock received one share of Kraft Foods...

  • Page 53
    ...We value all our inventories using the average cost method. We also record inventory allowances for overstocked and obsolete inventories due to ingredient and packaging changes. Long-Lived Assets: Property, plant and equipment are stated at historical cost and depreciated by the straight-line method...

  • Page 54
    ... the working life of the covered employees. Prior to the Spin-Off, Mondele ¯ z International provided certain of these benefits to our employees and allocated to us the related costs. The liabilities associated with the Mondele ¯ z International plans were not reflected in our balance sheets as...

  • Page 55
    ...Selling, general and administrative expenses Provision for income taxes Net earnings Basic earnings per share Diluted earnings per share Consolidated Statement of Equity Additional paid-in capital Beginning balance Consummation of spin-off transaction on October 1, 2012 Ending balance Parent company...

  • Page 56
    ..., we use a variety of risk management strategies and financial instruments to manage commodity price, foreign currency exchange rate, and interest rate risks. Our risk management program focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the...

  • Page 57
    ...year be governed by an International Swaps and Derivatives Association master agreement. We are also exposed to market risk as the value of our financial instruments might be adversely affected by a change in foreign currency exchange rates, commodity prices, or interest rates. We manage market risk...

  • Page 58
    ... and included all accounting and disclosure requirements related to subsequent events in our consolidated financial statements. Note 2. Divestitures Pizza Divestiture: On March 1, 2010, we completed the sale of the assets of our North American frozen pizza business ("Frozen Pizza") to Nestlé USA...

  • Page 59
    ...within Note 6, Restructuring Program, for additional information. Note 5. Goodwill and Intangible Assets At December 29, 2012 and December 31, 2011, goodwill by reportable segment was: 2012 (in millions) 2011 Beverages Cheese Refrigerated Meals Grocery International & Foodservice Goodwill $ 1,290...

  • Page 60
    ... 2012, we recorded Restructuring Program costs within segment operating income as follows: Restructuring Costs For the Year Ended December 29, 2012 Implementation Spin-Off Transition Costs Costs (in millions) Total Beverages Cheese Refrigerated Meals Grocery International & Foodservice Corporate...

  • Page 61
    ...of Mondele ¯ z International debt was exchanged for our debt as part of the Spin-Off capitalization plan. No cash was generated from the exchange. We recorded deferred tax liabilities in connection with the debt exchange and the balance was $418 million as of December 29, 2012. The general terms of...

  • Page 62
    ... the Kraft Foods Group, Inc. 2012 Performance Incentive Plan (the "2012 Plan"), we may grant eligible employees awards of stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), and other awards based on our common stock, as well as performance-based long-term...

  • Page 63
    ... conditions for the Kraft Foods Group Performance Shares were modified to reflect new performance targets. Prior to the Spin-Off, Mondele ¯ z International maintained several incentive plans in which our executives and employees, and a stock compensation plan in which our non-employee directors...

  • Page 64
    ...with Mondele ¯ z International's long-term incentive plan prior to the Spin-Off, vest based on varying performance, market, and service conditions. The unvested shares have no voting rights and do not pay dividends. The fair value of the restricted stock, RSUs, and Performance Shares at the date of...

  • Page 65
    ...defined benefit pension, postretirement health care, defined contribution, and multiemployer pension and medical benefits to our eligible employees and retirees. As such, we applied the multiemployer plan accounting approach and these liabilities were not reflected in our consolidated balance sheets...

  • Page 66
    ... plans resulted in a net pension liability of $1,999 million at December 29, 2012 and $103 million at December 31, 2011. We recognized these amounts in our consolidated balance sheets at December 29, 2012 and December 31, 2011 as follows: 2012 (in millions) 2011 Prepaid pension assets Other current...

  • Page 67
    We used the following weighted-average assumptions to determine our benefit obligations under the pension plans at December 29, 2012 and December 31, 2011: 2012 U.S. Plans 2011 Non-U.S. Plans 2012 2011 Discount rate Rate of compensation increase 4.05% 4.00% N/A N/A 4.00% 3.00% 4.25% 3.00% ...

  • Page 68
    ...cash flows of the benefit obligations. We determine our expected rate of return on plan assets from the plan assets' historical long-term investment performance, current and future asset allocation, and estimates of future long-term returns by asset class. Plan Assets: The fair value of pension plan...

  • Page 69
    ... trusts, as reported by the managers of the trusts and as supported by the unit prices of actual purchase and sale transactions. Level 2 plan assets also include corporate bonds and other fixed-income securities, valued using independent observable market inputs, such as matrix pricing, yield curves...

  • Page 70
    ... classes as we make contributions and monthly benefit payments. Employer Contributions: In order to align cash flows with expenses and reduce volatility, we have executed a level funding strategy. For our U.S. qualified pension plans, in 2013, we are currently only required to make a nominal cash...

  • Page 71
    ... future cash flows of the benefit obligations. Our expected health care cost trend rate is based on historical costs. Assumed health care cost trend rates have a significant impact on the amounts reported for the health care plans. A onepercentage-point change in assumed health care cost trend rates...

  • Page 72
    ... an assumed ultimate annual turnover rate of 0.5% in 2012 and 2011, a weighted-average assumed compensation cost increase of 3.5% in 2012 and 4.0% in 2011, and assumed benefits as defined in the respective plans. Other postemployment costs arising from actions that offer employees benefits in excess...

  • Page 73
    ... 2012 were determined using: Quoted Prices in Active Markets Significant for Identical Other Observable Assets Inputs (Level 1) (Level 2) (in millions) Significant Unobservable Inputs (Level 3) Total Fair Value of Net Asset / (Liability) Commodity contracts Foreign exchange contracts Interest rate...

  • Page 74
    ... prices. Foreign currency contracts are valued using an income approach based on observable market forward rates less the contract rate multiplied by the notional amount. Our calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms...

  • Page 75
    ... Coffee Company ("Starbucks") took control of the Starbucks packaged coffee business ("Starbucks CPG business") in grocery stores and other channels. Starbucks did so without our authorization and in what we contend is a violation and breach of our license and supply agreement with Starbucks related...

  • Page 76
    ... primarily covering certain long-term obligations of our vendors. As part of those transactions, we guarantee that third parties will make contractual payments or achieve performance measures. At December 29, 2012, the carrying amount of our third-party guarantees on our consolidated balance sheet...

  • Page 77
    In 2010, we also recognized tax expense of $1.2 billion related to the earnings and gain from discontinued operations from the sale of the Frozen Pizza business. Our unrecognized tax benefits of $258 million at December 29, 2012 are included in other current liabilities and other liabilities. If we ...

  • Page 78
    ...) 2011 Deferred income tax assets: Pension benefits Postretirement benefits Other employee benefits Promotion related Other Total deferred income tax assets Valuation allowance Net deferred income tax assets Deferred income tax liabilities: Trade names Property, plant and equipment Debt exchange...

  • Page 79
    ...2011 Foreign currency adjustments Unrealized gain / (loss) in fair value Transfer of realized (gains) / losses in fair value to earnings Net transfers to / from Mondele ¯ z International Amortization of prior service costs / (credits) Consummation of spin-off transaction on October 1, 2012 Balances...

  • Page 80
    ... options were insignificant for the year ended December 29, 2012. Note 16. Segment Reporting We manufacture and market food and beverage products, including refrigerated meals, refreshment beverages and coffee, cheese, and other grocery products, primarily in the United States and Canada. We manage...

  • Page 81
    ... 31, 2012 2011 2010 (in millions) Earnings from continuing operations before income taxes: Operating income: Beverages Cheese Refrigerated Meals Grocery International & Foodservice Unrealized gains / (losses) on hedging activities Certain postemployment benefit plan costs General corporate expenses...

  • Page 82
    ... income taxes, centrally held property, plant and equipment, prepaid pension assets, and derivative financial instrument balances. For the Years Ended December 31, December 31, 2011 2010 (in millions) December 29, 2012 Depreciation expense: Beverages Cheese Refrigerated Meals Grocery International...

  • Page 83
    ... Our common stock began "when issued" trading on September 17, 2012. 2011 Quarters Second Third (in millions, except per share data) First Fourth Net revenues Gross profit Net earnings Per share data: Basic earnings per share Diluted earnings per share Dividends declared Market price - high - low...

  • Page 84
    ... 29, 2012. Internal Control Over Financial Reporting and Changes in Internal Control Over Financial Reporting Management's annual report on internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) of the Exchange Act) is set forth below. The related report of our...

  • Page 85
    ... Report on Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of December 29, 2012 as stated in their report which appears herein. March 21, 2013 Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers and Corporate Governance...

  • Page 86
    ... Approved by Mondele ¯ z International, our former parent, prior to the Spin-Off. (2) Consists of our Management Stock Purchase Plan under which certain employees can defer up to 50% of their annual bonus into Kraft stock-based deferred compensation units and receive a company match of 25% of the...

  • Page 87
    ... Trade Secrets and Related Intellectual Property between Kraft Foods Global Brands LLC, Kraft Foods Group Brands LLC, Kraft Foods UK Ltd. and Kraft Foods R&D Inc., dated as of October 1, 2012 (incorporated by reference to Exhibit 2.3 to Amendment No. 2 to our Registration Statement on Form S-4 filed...

  • Page 88
    ... No. 2 to our Registration Statement on Form S-4 filed with the SEC on December 4, 2012 (Reg. No. 333-184314)). * Master Information Technology Transition Services Agreement between Kraft Foods Group, Inc. and Mondele ¯z Global LLC, dated as of September 27, 2012 (incorporated by reference to...

  • Page 89
    ....2 32.1 101.1 Form of Kraft Foods Group, Inc. 2012 Performance Incentive Plan Global Stock Option Award Agreement. + Computation of Per Share Earnings. ** Ratios of Earnings to Fixed Charges. Letter from PricewaterhouseCoopers LLP related to change in preferable accounting principles dated March 21...

  • Page 90
    ... 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. KRAFT FOODS GROUP, INC. By: /s/ TIMOTHY R. MCLEVISH Timothy R. McLevish Executive Vice President and Chief Financial Officer Date: March 21...

  • Page 91
    Kraft Foods Group, Inc. Valuation and Qualifying Accounts For the Years Ended December 29, 2012, December 31, 2011, and December 31, 2010 (in millions) Col. A Col. B Balance at Beginning of Period Col. C Additions Charged to Charged to Costs and Other Expenses Accounts (a) Col. D Col. E Balance at ...

  • Page 92
    EXHIBIT 12.1 Kraft Foods Group, Inc. Computation of Ratios of Earnings to Fixed Charges (in millions of dollars) Years Ended December 29, 2012 December 31, 2011 December 31, 2010 December 31, 2009 December 31, 2008 Earnings from continuing operations before income taxes Add / (Deduct): Fixed ...

  • Page 93
    ... Kraft Foods Group, Inc. of our report dated March 21, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K. /s/ PRICEWATERHOUSECOOPERS LLP Chicago, Illinois March...

  • Page 94
    ... 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. Date: March 21, 2013 /S/ W. ANTHONY VERNON W. Anthony Vernon Chief Executive Officer...

  • Page 95
    ...(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. Date: March 21, 2013 /S/ TIMOTHY R. MCLEVISH Timothy R. McLevish Executive Vice President and Chief Financial Officer 3. 4.

  • Page 96
    ... Annual Report on Form 10-K fairly presents in all material respects Kraft's financial condition and results of operations. /S/ W. ANTHONY VERNON W. Anthony Vernon Chief Executive Officer March 21, 2013 I, Timothy R. McLevish, Executive Vice President and Chief Financial Officer of Kraft Foods Group...

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