10k Kraft Foods

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
:ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 27, 2014
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)
Registrants 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
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 :
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 : No
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 : No
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
Smaller reporting company
(Do not check if smaller reporting company)

Act).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Yes No :
The aggregate market value of the shares of common stock held by non-affiliates of the registrant, computed by reference to the closing
price of such stock as of the last business day of the registrant's most recently completed second quarter, was $35 billion. At February 10, 2015,
there were 587,988,695 shares of the registrants 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 5, 2015 are incorporated by reference into Part III hereof.
Kraft Foods Group, Inc

Page No.
Part I Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II -
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
1
7
13
13
13
14
Item 5.
Item 6.
Item 7.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Description of the Company
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16
16
Item 7A.
Item 8.
16
Consolidated Results of Operations
17
Results of Operations by Reportable Segment
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Critical Accounting Policies
24
New Accounting Pronouncements
27
Contingencies
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Commodity Trends
27
Liquidity and Capital Resources
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Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
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Equity and Dividends
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Non-GAAP Financial Measures
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31
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Quantitative and Qualitative Disclosures about Market Risk

Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
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Consolidated Statements of Earnings for the Years Ended December 27, 2014,
December 28, 2013, and December 29, 2012
Consolidated Statements of Comprehensive Earnings for the Years Ended
December 27, 2014, December 28, 2013, and December 29, 2012
Consolidated Balance Sheets as December 27, 2014 and December 28, 2013
Consolidated Statements of Equity for the Years Ended December 27, 2014,
Consolidated Statements of Cash Flows for the Years Ended December 27, 2014,
Notes to Consolidated Financial Statements
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35
36
37
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Item 9.
Item 9A.
Item 9B.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Controls and Procedures
Other Information
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70
70
71
Part III Item 10.

Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance

Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
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71
72
72
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Exhibits and Financial Statement Schedules

Signatures
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Part IV Item 15.
76
Valuation and Qualifying Accounts
S-1
In this report, Kraft Foods Group, we, us, and our refers to Kraft Foods Group, Inc.
i
Forward-looking Statements
This report contains a number of forward-looking statements. Words such as anticipate, estimate, expect, plan, believe,
may, will, and variations of such words and similar expressions are intended to identify our forward-looking statements. You are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are
made. Examples of forward-looking statements include, but are not limited to, statements, beliefs, and expectations regarding our
business, customers, consumers, dividends, projected market performance of our common stock related to performance share
awards, new accounting pronouncements and accounting changes, commodity costs, cost savings initiatives, hedging activities,
legal matters, goodwill and other intangible assets, price volatility and cost environment, liquidity, funding sources, postemployment
benefit plans, including expected contributions, obligations, rates of return and costs, capital expenditures and funding, debt, offbalance sheet arrangements and contractual obligations, general views about future operating results, our risk management
program, and other events or developments that we expect or anticipate will occur in the future.
These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties,
many of which are beyond our control. We discuss certain factors that affect our business and operations and that may cause our
actual results to differ materially from these forward-looking statements under Risk Factors below in this Annual Report on Form
10-K. These factors include, but are not limited to, increased competition; our ability to maintain, extend and expand our reputation
and brand image; our ability to differentiate our products from other brands; increasing consolidation of retail customers; changes in
relationships with our significant customers and suppliers; our ability to predict, identify and interpret changes in consumer
preferences and demand; our ability to drive revenue growth in our key product categories, increase our market share, or add
products; an impairment of goodwill or other indefinite-lived intangible assets; volatility in commodity, energy and other input costs;
changes in our management team or other key personnel; our geographic focus in North America; changes in regulations; legal
claims or other regulatory enforcement actions; product recalls or product liability claims; unanticipated business disruptions; our
ability to complete or realize the benefits from potential acquisitions, alliances, divestitures or joint ventures; our indebtedness and
our ability to pay our indebtedness; disruptions in our information technology networks and systems; our inability to protect our
intellectual property rights; weak economic conditions; tax law changes; volatility of market-based impacts to postemployment
benefit plans; pricing actions; and other factors. We disclaim and do not undertake any obligation to update or revise any forwardlooking statement in this report, except as required by applicable law or regulation.
PART I
Item 1. Business.
General
Kraft Foods Group is one of the largest consumer packaged food and beverage companies in North America and worldwide, with
net revenues of $18.2 billion and earnings before income taxes of $1.4 billion in 2014. We manufacture and market food and
beverage products, including cheese, meats, refreshment beverages, coffee, packaged dinners, refrigerated meals, snack nuts,
dressings, and other grocery products, primarily in the United States and Canada, under a host of iconic brands. Our product
categories span breakfast, lunch, and dinner meal occasions. At December 27, 2014, we had assets of $22.9 billion. We are listed
on the NASDAQ Stock Market and included in the Standard & Poors 500 and the NASDAQ - 100 indices.
Our diverse brand portfolio consists of many of the most popular food brands in North America, including three brands with annual
net revenues exceeding $1 billion each Kraft cheeses, dinners, and dressings; Oscar Mayer meats; and Philadelphia cream
cheeseplus over 25 brands with annual net revenues between $100 million and $1 billion each. In the United States, based on
dollar share in 2014, we hold the number one branded market share position in 11 of our top 17 product categories and the number
two branded market share position in the remaining six product categories. The 11 product categories with the number one
branded share position contributed more than 50% of our 2014 U.S. retail net revenues while our top 17 product categories
contributed more than 80% of our 2014 U.S. retail net revenues.
We were initially organized as a Delaware corporation in 1980. In March 2012, we redomesticated to Virginia and changed our
name from Kraft Foods Global, Inc. to Kraft Foods Group, Inc. On October 1, 2012, Mondelz International, Inc. ("Mondelz
International," formerly known as Kraft Foods Inc.) spun-off Kraft Foods Group to Mondelz Internationals shareholders (the SpinOff). We were a wholly-owned subsidiary of Mondelz
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International prior to the Spin-Off. To effect the Spin-Off, Mondelz International distributed all of the shares of Kraft Foods Group
common stock owned by Mondelz International to its shareholders on October 1, 2012. As a result of the Spin-Off, we began
operating as an independent, publicly traded company on October 1, 2012.
Reportable Segments
We manage and report our operating results through six reportable segments: Cheese, Refrigerated Meals, Beverages, Meals &
Desserts, Enhancers & Snack Nuts, and Canada. Our remaining businesses, including our Foodservice and Exports businesses,
are aggregated and disclosed as Other Businesses.
Our principal brands and products at December 27, 2014 were:
Cheese
Kraft and Cracker Barrel natural cheeses; Philadelphia cream cheese; Kraft and
Deli Deluxe processed cheese slices; Velveeta and Cheez Whiz processed cheeses; Kraft
grated and shredded cheeses; Polly-O and Athenos cheeses; and Breakstones and
Knudsen cottage cheese and sour cream.
Refrigerated Meals
Oscar Mayer cold cuts, hot dogs, bacon, and P3 Portable Protein Packs; Lunchables lunch
combinations; Claussen pickles; and Boca meat alternatives.
Beverages
Maxwell House , Gevalia , and Yuban coffees; Tassimo hot beverage system (under
license); Capri Sun (under license) and Kool-Aid packaged juice drinks; Crystal Light , KoolAid , and Country Time powdered beverages; and MiO , Crystal Light , and Kool-Aid liquid
concentrates.
Meals & Desserts
Kraft and Kraft Deluxe macaroni and cheese dinners; Velveeta shells and cheese dinners;
JELL-O dry packaged desserts; JELL-O refrigerated gelatin and pudding snacks; Cool Whip
whipped topping; Stove Top stuffing mix; Jet-Puffed marshmallows; Velveeta Cheesy
Skillets and Taco Bell Home Originals (under license) meal kits; Shake N Bake coatings;
and Bakers chocolate and baking ingredients.
Enhancers & Snack Nuts
Planters nuts and trail mixes; Kraft Mayo and Miracle Whip spoonable dressings; Kraft and
Good Seasons salad dressings; A.1. sauce; Kraft and Bulls-Eye barbecue sauces; and
Grey Poupon premium mustards.
Canada
Canadian brand offerings include Kraft peanut butter and Nabob coffee, as well as a range
of products bearing brand names similar to those marketed in the U.S.
Other Businesses
Our other businesses, including our Foodservice and Exports businesses, sell primarily
branded products including Philadelphia cream cheese, A.1. sauce, and a broad array of
Kraft sauces, dressings and cheeses.
Net Revenues by Product Category

Product categories that contributed 10% or more to consolidated net revenues for the years ended December 27, 2014, December
28, 2013, or December 29, 2012, were:
For the Years Ended
December 27, 2014
Cheese and dairy

Meat and meat alternatives
Meals
Refreshment beverages
Enhancers
33%
15%
11%
10%
9%
December 28, 2013
32%
15%
11%
10%
9%
December 29, 2012
31%
15%
11%
10%
10%
See Note 15, Segment Reporting , to the consolidated financial statements for net revenues, earnings before income taxes, and
total assets by segment.
Customers
We sell our products primarily to supermarket chains, wholesalers, supercenters, club stores, mass merchandisers, distributors,
convenience stores, drug stores, value stores, and other retail food outlets in the United States and Canada.
Our five largest customers accounted for approximately 42% of our net revenues in 2014. One of our customers, Wal-Mart Stores,
Inc., accounted for approximately 26% of our net revenues in 2014.
Sales
Our direct customer teams work with the headquarter operations of our customers and manage our relationships. These teams
collaborate 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 dedicated headquarter teams covering all of our
product lines for many of our largest customers, and we pool resources across our product lines to provide support to regional
retailers.
Our breadth of product lines and scale throughout the retail environment are also supported primarily by two third-party sales
agencies within our customers stores: Acosta Sales & Marketing for our grocery and mass channel customers and CROSSMARK
for our convenience store retail partners. Both agencies act as extensions of our direct customer teams and are managed by our
sales leadership. Both sales agencies provide in-store support of product placement, distribution, and promotional execution.
We also utilize exporters, distributors, consolidators, or other similar arrangements to sell and distribute our products outside of the
United States and Canada.
Raw Materials and Packaging
We purchase and use large quantities of commodities, including dairy products, meat products, coffee beans, nuts, soybean and
vegetable oils, sugar and other sweeteners, corn products and wheat to manufacture our products. In addition, we purchase and
use significant quantities of resins and cardboard to package our products and natural gas to operate our facilities. For commodities
that we use across many of our product categories, such as corrugated paper and energy, we coordinate sourcing requirements
and centralize procurement to leverage our scale. In addition, some of our product lines and brands separately source raw
materials that are specific to their operations.
We source these commodities from a variety of providers including large, international producers, and smaller, local independent
sellers. We have preferred purchaser status and/or have developed strategic partnerships with many of our suppliers, and
consequently enjoy favorable pricing and dependable supply for many of our commodities. The prices of raw materials and
agricultural materials that we use in our products are affected by external factors, such as global competition for resources,
currency fluctuations, severe weather or global climate change, consumer, industrial or investment demand, and changes in
governmental regulation and trade, alternative energy, and agricultural programs.
The most significant cost components of our cheese products are dairy commodities, including milk and cheese. We purchase our
dairy raw material requirements from independent third parties, such as agricultural cooperatives and independent processors.
Market supply and demand, as well as government programs, significantly 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, currency fluctuations, and consumer demand for coffee products impact coffee bean prices. Significant cost
components in our meat business include pork, beef, and poultry, which we primarily purchase from domestic markets. Livestock
feed costs and the global supply and demand for U.S. meats influence the prices of these meat products. Additional significant cost
components in our grocery products are grains (including wheat), sugar, and soybean oil.
Our risk management group works with our procurement teams to monitor worldwide supply and cost trends so we can obtain
ingredients and packaging needed for production at competitive prices. Although the prices of our principal raw materials can be
expected to fluctuate, we believe there will be an adequate supply of the raw materials we use and that they are generally available
from numerous sources. Our risk management group uses a range of hedging techniques in an effort to limit the impact of price
fluctuations on our principal raw materials.
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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. We actively monitor any changes to commodity costs so that we can seek to mitigate the
effect through pricing and other operational measures.
Manufacturing and Processing
We manufacture our products in our network of manufacturing and processing facilities located throughout North America. As of
December 27, 2014, we operated 36 manufacturing and processing facilities, 34 in the United States and two in Canada. We own
all 36 of these facilities.
While some of our plants are dedicated to the production of specific products or brands, other plants can accommodate multiple
product lines. We manufacture our Cheese products in 12 locations, our Refrigerated Meals products in nine locations, our
Beverages products in eight locations, our Meals & Desserts products in 11 locations, and our Enhancers & Snack Nuts products in
eight locations. We maintain all of our manufacturing and processing facilities in good condition and believe they are suitable and
adequate for our present needs. We also enter into co-manufacturing arrangements with third parties if we determine it is
advantageous to outsource the production of any of our products.
Distribution
As of December 27, 2014, we distributed our products through 36 distribution centers, of which 33 are in the United States and
three are in Canada. We own four and lease 32 of these distribution centers. In addition, third-party logistics providers perform
storage and distribution services for us to support our distribution network.
We rely on common carriers to transport our products from our manufacturing and processing facilities to our distribution facilities
and on to our customers. Our distribution facilities generally accommodate all of our product lines and have the capacity to store
refrigerated, dry, and frozen goods. We assemble customer orders for multiple products at the distribution facilities and deliver them
by common carrier to our customers. We maintain all of our distribution facilities in good condition and believe they have sufficient
capacity to meet our expected distribution needs.
Competition
We face competition in all aspects of our business. Competitors include large national and international companies and numerous
local and regional companies. We also compete with generic products and retailer brands, wholesalers, and cooperatives. We
compete primarily on the basis of product quality and innovation, brand recognition and loyalty, service, the ability to identify and
satisfy consumer preferences, the introduction of new products and the effectiveness of our advertising campaigns and marketing
programs, and price. Improving our market position or introducing a new product requires substantial advertising and promotional
expenditures.
Trademarks and Intellectual Property
Our trademarks are material to our business and are among our most valuable assets. Some of our significant trademarks include
A.1. , Bakers, Cheez Whiz , Cool Whip, Country Time, Cracker Barrel , Crystal Light , Grey Poupon , JELL-O, Kool-Aid , Kraft ,
Lunchables , MiO , Miracle Whip , Oscar Mayer , Planters , Shake N Bake , Stove Top, and Velveeta . We own the rights to these
trademarks in the United States, Canada, and many other countries throughout the world. In addition, we own the trademark rights
to Philadelphia in the United States and the Caribbean, and to Gevalia and Maxwell House throughout North America and Latin
America. We protect our trademarks by registration or otherwise in the United States, Canada, and other markets. From time to
time, we grant third parties licenses to use one or more of our trademarks in particular locations. Similarly, as of December 27,
2014, we sell some products under brands we license from third parties, including:
Capri Sun packaged drink pouches for sale in the United States;
McCaf ground, whole bean and on-demand single cup coffees; and
Taco Bell Home Originals Mexican-style food products for sale in U.S. grocery stores.
In connection with the Spin-Off, we granted Mondelz International licenses to use some of our trademarks in particular locations
outside of the United States and Canada and we also may sell some products under brands we license from Mondelz
International.
Additionally, we own numerous patents worldwide. We consider our portfolio of patents, patent applications, patent licenses under
patents owned by third parties, proprietary trade secrets, technology, know-how processes, and
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related intellectual property rights to be material to our operations. While our patent portfolio is material to our business, the loss of
one patent or a group of related patents would not have a material adverse effect on our business. We either have been issued
patents or have patent applications pending that relate to a number of current and potential products, including products licensed to
others. Patents, issued or applied for, cover inventions ranging from basic packaging techniques to processes relating to specific
products and to the products themselves.
Our issued patents extend for varying periods according to the date of the patent application filing or grant and the legal term of
patents in the various countries where patent protection is obtained. The actual protection afforded by a patent, which can vary
from country to country, depends upon the type of patent, the scope of its coverage as determined by the patent office or courts in
the country, and the availability of legal remedies in the country. In connection with the Spin-Off, we granted Mondelz International
licenses to use some of our patents, and we also license certain patents from Mondelz International.
Research and Development
Our research and development focuses on achieving the following four objectives:
growth through product improvements and renovations, new products, and line extensions,
uncompromising product safety and quality,
superior customer satisfaction, and
cost reduction.
Our research and development specialists have historically focused on both major product innovation and more modestly-scaled
line extensions, such as the introduction of new flavors, colors, or package designs for established products. We have
approximately 600 food scientists, chemists, and engineers, with teams dedicated to particular brands and products.
We maintain three key technology centers, each equipped with pilot plants and state-of-the-art instruments. Research and
development expense was approximately $149 million in 2014, $142 million in 2013, and $143 million in 2012. The amounts
disclosed in prior periods have been revised to conform with the current year presentation.
Seasonality
Overall sales of our products are fairly balanced throughout the year, although demand for certain products may be influenced by
holidays, changes in seasons, or other annual events.
Employees
We have approximately 22,100 employees, of whom approximately 20,100 are located in the United States and approximately
2,000 are located in Canada. Approximately one-third of our hourly employees are represented under contracts primarily with the
United Food and Commercial Workers International Union and the International Brotherhood of Teamsters. These contracts expire
at various times throughout the next several years. We believe that our relationships with employees and their representative
organizations are generally good.
Regulation
Our U.S. food and beverage products and packaging materials are primarily regulated by the U.S. Food and Drug Administration or,
for products containing meat and poultry, the U.S. Food Safety and Inspection Service of the U.S. Department of Agriculture. Our
Canadian food products and packaging materials are primarily regulated by the Canadian Food Inspection Agency and Health
Canada. These agencies enact and enforce regulations relating to the manufacturing, distribution, and labeling of food products.
The U.S. Food Safety Modernization Act and the Safe Food for Canadians Act, both of which became laws in 2011, provide
additional food safety authority to the applicable regulatory agency. We do not expect the cost of complying with these laws, and
the implementing regulations expected to result from these laws, to be material.
In addition, various U.S. states and Canadian provinces regulate our operations by licensing plants, enforcing standards for
selected food products, grading food products, inspecting plants and warehouses, 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
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programs have substantial effects on prices and supplies and are subject to periodic governmental and administrative review.
Environmental Regulation
We are subject to various federal, provincial, state, and local laws and regulations in the United States and Canada relating to the
protection of the environment, including those governing discharges to air and water, the management and disposal of hazardous
materials, and the cleanup of contaminated sites.
These laws and regulations include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, and the
Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). CERCLA imposes joint and severable
liability on each potentially responsible party. As of December 27, 2014, we were involved in 56 active proceedings in the United
States under CERCLA (and other similar state actions and legislation) related to our current operations and certain closed, inactive,
or divested operations for which we retain liability. We do not currently expect these to have a material effect on our earnings or
financial condition.
As of December 27, 2014, we had accrued an amount we deemed appropriate for environmental remediation. Based on
information currently available, we believe that the ultimate resolution of existing environmental remediation actions and our
compliance in general with environmental laws and regulations will not have a material effect on our earnings or financial condition.
However, it is difficult to predict with certainty the potential impact of future compliance efforts and environmental remedial actions
and thus future costs associated with such matters may exceed current reserves.
Foreign Operations
We sell our products primarily to consumers in the United States and Canada, but also sell our products to many other countries
and territories across the globe. We generated approximately 13% of our 2014 consolidated net revenues and 14% of our 2013 and
2012 consolidated net revenues outside the United States, primarily in Canada. For additional information about our foreign
operations, see Note 15, Segment Reporting, to the consolidated financial statements.
Executive Officers of the Registrant
The following are our executive officers as of February 19, 2015:
Name
John T. Cahill
Georges El-Zoghbi
Diane Johnson May
Christopher J. Kempczinski
Teri L. List-Stoll
Kim K. W. Rucker
Age
57
48
56
46
52
48
Title
Chairman and Chief Executive Officer

Chief Operating Officer
Executive Vice President, Human Resources
Executive Vice President, Growth Initiatives and President of International
Executive Vice President and Chief Financial Officer (1)
Executive Vice President, Corporate & Legal Affairs, General Counsel and
Corporate Secretary
(1) Ms. List-Stoll will be leaving this role effective February 28, 2015.
Mr. Cahill was appointed as our Chairman and Chief Executive Officer effective December 28, 2014. Mr. Cahill had served as our
non-executive Chairman from March 8, 2014 until this appointment. Prior to that, he served as our Executive Chairman since
October 1, 2012. He joined Mondelz International, a food and beverage company and our former parent, on January 2, 2012 as
the Executive Chairman, North American Grocery, and served in that capacity until the Spin-Off. Prior to that, he served as an
Industrial Partner at Ripplewood Holdings LLC, a private equity firm, from 2008 to 2011. Mr. Cahill spent nine years with The Pepsi
Bottling Group, Inc., a beverage manufacturing company, most recently as Chairman and Chief Executive Officer from 2003 to
2006 and Executive Chairman until 2007. Mr. Cahill previously spent nine years with PepsiCo, Inc., a food and beverage company,
in a variety of leadership positions. He currently serves as lead director of American Airlines Group and is also a director at
Colgate-Palmolive Company.
Mr. El-Zoghbi has served as our Chief Operating Officer since February 10, 2015. He served as our Vice Chairman, Operations,
R&D, Sales and Strategy from June 2014 until assuming his current role. He previously served as Executive Vice President and
President, Cheese & Dairy and Exports from February 2013 until June 2014. Mr. El-Zoghbi served as Executive Vice President and
President, Cheese and Dairy from October 1, 2012 to February
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2013. Prior to that, he served as Mondelz Internationals President, Cheese and Dairy since October 2009. He also served as
Mondelz International's Vice President and Area Director, Kraft Foods Australia & New Zealand from October 2007 to September
2009.
Ms. Johnson May has served as our Executive Vice President, Human Resources since October 1, 2012. Prior to that, she served
as Mondelz Internationals Senior Vice President, Human Resources, Kraft Foods North America since September 2010. She
joined Mondelz International in 1980 and has served in various roles, including Vice President, Human Resources at various
Mondelz International units from December 2006 to September 2010 and Senior Director, Human Resources from 2002 to 2006.
Mr. Kempczinski has served as our Executive Vice President, Growth Initiatives and President of International since February 10,
2015. He served as our Executive Vice President and President, Canada from January 2014 until assuming his current role. He
previously served as Kraft Foods Groups President, Canada from July 2012 until January 2014. From December 2008 until July
2012, he served as Mondelz Internationals Senior Vice President, Meals & Enhancers. Prior to joining Mondelz International in
December 2008, Mr. Kempczinski was Vice President, Non-Carbonated Beverages at PepsiCo, Inc.
Ms. List-Stoll has served as our Executive Vice President and Chief Financial Officer since December 29, 2013. She joined Kraft
Foods Group on September 3, 2013 and served as Senior Vice President, Corporate Finance until assuming her current role. Prior
to joining Kraft Foods Group, she worked for The Procter & Gamble Company for nearly 20 years, in various finance and
accounting leadership positions. She had most recently served as Senior Vice President and Treasurer of Procter & Gamble from
2009 to 2013 and Vice President, Finance, Global Operations from 2007 to 2009. Ms. List-Stoll serves on the Board of Directors of
Danaher Corporation and Microsoft Corporation.
Ms. Rucker has served as our Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary
since October 1, 2012. She joined Mondelz 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, since March 2008 and as
Corporate Secretary since February 2009. Ms. Rucker also served as Senior Vice President, Secretary and Chief Governance
Officer of Energy Future Holdings Corp. (formerly TXU Corp.), an energy company, from 2004 to 2008.
Available Information
Our Web site address is www.kraftfoodsgroup.com . The information on our Web site is not, and shall not be deemed to be, a part
of this Annual Report on Form 10-K or incorporated into any other filings we make with the Securities and Exchange Commission
("SEC"). Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") are
or will be available free of charge on our Web site as soon as possible after we electronically file them with, or furnish them to, the
SEC.
You can also read, access and copy any document that we file, including this Annual Report on Form 10-K, at the SECs Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Call the SEC at 1-800-SEC-0330 for information on the operation
of the Public Reference Room. In addition, the SEC maintains a Web site at www.sec.gov that contains reports, proxy and
information statements, and other information regarding issuers, including Kraft Foods Group, that are electronically filed with the
SEC.
Item 1A. Risk Factors.
You should read the following risk factors carefully in connection with evaluating our business and the forward-looking information
contained in this Annual Report on Form 10-K. Any of the following risks could materially and adversely affect our business,
financial condition, operating results and the actual outcome of matters described in this Annual Report on Form 10-K. While we
believe we have identified and discussed below the key risk factors affecting our business, there may be additional risks and
uncertainties that we do not presently know or that we do not currently believe to be significant that may adversely affect our
business, financial condition, or operating results in the future.
We operate in a highly competitive industry.
The food and beverage industry is highly competitive across all of our product offerings. We compete based on
7
product innovation, price, product quality, brand recognition and loyalty, effectiveness of marketing and distribution, promotional
activity, and the ability to identify and satisfy consumer preferences.
We may need to reduce our prices in response to competitive and customer pressures. These pressures may also restrict our
ability to increase prices in response to commodity and other cost increases. We may also need to increase or reallocate spending
on marketing, retail trade incentives, advertising, and new product innovation to maintain or increase market share. These
expenditures are subject to risks, including uncertainties about trade and consumer acceptance of our efforts. If we are unable to
compete effectively, our profitability, financial condition, and operating results may suffer.
Maintaining, extending and expanding our reputation and brand image are essential to our business success.
We have many iconic brands with long-standing consumer recognition. Our success depends on our ability to maintain brand image
for our existing products, extend our brands to new platforms, and expand our brand image with new product offerings.
We seek to maintain, extend, and expand our brand image through marketing investments, including advertising and consumer
promotions, and product innovation. Increasing attention on the role of food and beverage marketing could adversely affect our
brand image. It could also lead to stricter regulations and greater scrutiny of marketing practices. Existing or increased legal or
regulatory restrictions on our advertising, consumer promotions and marketing, or our response to those restrictions, could limit our
efforts to maintain, extend and expand our brands. Moreover, adverse publicity about regulatory or legal action against us could
damage our reputation and brand image, undermine our customers confidence and reduce long-term demand for our products,
even if the regulatory or legal action is unfounded or not material to our operations.
In addition, our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to a rapidly
changing media environment. We increasingly rely on social media and online dissemination of advertising campaigns. The
growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be
shared. Negative posts or comments about us, our brands or our products on social or digital media, whether or not valid, could
seriously damage our brands and reputation. If we do not maintain, extend, and expand our brand image, then our product sales,
financial condition and operating results could be materially and adversely affected.
We must leverage our brand value to compete against retailer brands and other economy brands.
In nearly all of our product categories, we compete with well-branded products as well as retailer and other economy brands. Our
products must provide higher value and/or quality to our consumers than alternatives, particularly during periods of economic
uncertainty. Consumers may not buy our products if relative differences in value and/or quality between our products and retailer or
other economy brands change in favor of competitors products or if consumers perceive this type of change. If consumers prefer
retailer or other economy brands, then we could lose market share or sales volumes or shift our product mix to lower margin
offerings, which could materially and adversely affect our product sales, financial condition, and operating results.
The consolidation of retail customers could adversely affect us.
Retail customers, such as supermarkets, warehouse clubs, and food distributors in our major markets, may consolidate, resulting in
fewer customers for our business. Consolidation also produces larger retail customers that may seek to leverage their position to
improve their profitability by demanding improved efficiency, lower pricing, increased promotional programs, or specifically tailored
products. In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories
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 operating results.
Retail consolidation also increases the risk that adverse changes in our customers business operations or financial performance
will have a corresponding material and adverse effect on us. For example, if our customers cannot access sufficient funds or
financing, then they may delay, decrease, or cancel purchases of our products, or delay or fail to pay us for previous purchases,
which could materially and adversely affect our product sales, financial condition, and operating results.
8
Changes in our relationships with significant customers or suppliers could adversely impact us.
During 2014, our five largest customers accounted for approximately 42% of our net revenues, with our largest customer, Wal-Mart
Stores, Inc., accounting for approximately 26% of our net revenues. There can be no assurance that all significant customers will
continue to purchase our products in the same mix or quantities or on the same terms as in the past, particularly as increasingly
powerful retailers may demand lower pricing and focus on developing their own brands. The loss of a significant customer or a
material reduction in sales or a change in the mix of products we sell to a significant customer could materially and adversely affect
our product sales, financial condition, and operating results.
Disputes with significant suppliers, including disputes related to pricing or performance, could adversely affect our ability to supply
products to our customers and could materially and adversely affect our product sales, financial condition, and operating results.
Our financial success depends on our ability to correctly predict, identify, and interpret changes in consumer preferences
and demand, to offer new products to meet those changes, and to respond to competitive innovation.
Consumer preferences for food and beverage products change continually. Our success depends on our ability to predict, identify,
and interpret the tastes and dietary habits of consumers and to offer products that appeal to consumer preferences. If we do not
offer products that appeal to consumers, our sales and market share will decrease, which could materially and adversely affect our
product sales, financial condition, and operating results.
We must distinguish between short-term fads, mid-term trends, and long-term changes in consumer preferences. If we do not
accurately predict which shifts in consumer preferences will be long-term, or if we fail to introduce new and improved products to
satisfy those preferences, our sales could decline. In addition, because of our varied consumer base, we must offer an array of
products that satisfy the broad spectrum of consumer preferences. If we fail to expand our product offerings successfully across
product categories, or if we do not rapidly develop products in faster growing and more profitable categories, demand for our
products could decrease, which could materially and adversely affect our product sales, financial condition, and operating results.
Prolonged negative perceptions concerning the health implications of certain food products could influence consumer preferences
and acceptance of some of our products and marketing programs. We strive to respond to consumer preferences and social
expectations, but we may not be successful in our efforts. Continued negative perceptions and failure to satisfy consumer
preferences could materially and adversely affect our product sales, financial condition, and operating results.
In addition, achieving growth depends on our successful development, introduction, and marketing of innovative new products and
line extensions. Successful innovation depends on our ability to correctly anticipate customer and consumer acceptance, to obtain,
protect and maintain necessary intellectual property rights, and to avoid infringing the intellectual property rights of others. We must
also be able to respond successfully to technological advances by and intellectual property rights of our competitors, and failure to
do so could compromise our competitive position and impact our financial results.
We may be unable to drive revenue growth in our key product categories, increase our market share, or add products that
are in faster growing and more profitable categories.
The food and beverage industrys overall growth is generally linked to population growth. Our future results will depend on our
ability to drive revenue growth in our key product categories. Because our operations are concentrated in North America, where
growth in the food and beverage industry has been limited, our success also depends in part on our ability to enhance our portfolio
by adding innovative new products in faster growing and more profitable categories. Our future results will also depend on our
ability to increase market share in our existing product categories. Our failure to drive revenue growth, limit market share decreases
in our key product categories or develop innovative products for new and existing categories could materially and adversely affect
our product sales, financial condition, and operating results.
An impairment of the carrying value of goodwill or other indefinite-lived intangible assets could negatively affect our
consolidated operating results.
Goodwill and indefinite-lived intangible assets are initially recorded at fair value and are not amortized, but we test goodwill and
indefinite-lived intangible assets for impairment at least annually in the fourth quarter or when a
9
triggering event occurs. The first step of our goodwill impairment test compares the reporting units estimated fair value with its
carrying value. We estimate a reporting units fair value using planned growth rates, market-based discount rates, estimates of
residual value, and estimates of market multiples. If the carrying value of a reporting units net assets exceeds its fair value, the
second step would be applied to measure the difference between the carrying value and implied fair value of goodwill. We
determine fair value of indefinite-lived intangible assets using planned growth rates, market-based discount rates, and estimates of
royalty rates. If the carrying values of goodwill or indefinite-lived intangible assets exceed their fair value, the goodwill or indefinitelived intangible assets would be considered impaired and reduced to their fair value. An impairment of the carrying value of goodwill
or other indefinite-lived intangible assets could negatively affect our operating results or net worth. As of December 27, 2014, we
had $13.6 billion of goodwill and other indefinite-lived intangible assets, in aggregate, which represented approximately 59% of total
assets.
Commodity, energy, and other input prices are volatile and may rise significantly.
use significant quantities of resins and cardboard to package our products and natural gas to operate our facilities. We are also
exposed to changes in oil prices, which influence both our packaging and transportation costs. Prices for commodities, other
supplies, and energy are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for
resources, currency fluctuations, severe weather or global climate change, consumer, industrial or investment demand, and
changes in governmental regulation and trade, alternative energy, and agricultural programs. Rising commodity, energy, and other
input costs could materially and adversely affect our cost of operations, including the manufacture, transportation, and distribution
of our products, which could materially and adversely affect our financial condition and operating results.
Although we monitor our exposure to commodity prices as an integral part of our overall risk management program, and seek to
hedge against input price increases to the extent we deem appropriate, we do not fully hedge against changes in commodity prices,
and our hedging strategies may not protect us from increases in specific raw materials costs. For example, hedging our costs for
one of our key commodities, dairy products, is difficult because dairy futures markets are not as developed as many other
commodities futures markets. Continued volatility or sustained increases in the prices of commodities and other supplies we
purchase could increase the costs of our products, and our profitability could suffer. Moreover, increases in the prices of our
products to cover these increased costs may result in lower sales volumes. If we are not successful in our hedging activities, or if
we are unable to price our products to cover increased costs, then commodity and other input price volatility or increases could
materially and adversely affect our financial condition and operating results.
We rely on our management team and other key personnel.
We depend on the skills, working relationships, and continued services of key personnel, including our experienced management
team. In addition, our ability to achieve our operating goals depends on our ability to identify, hire, train, and retain qualified
individuals. We compete with other companies both within and outside of our industry for talented personnel, and we may lose key
personnel or fail to attract, train, and retain other talented personnel. Any such loss or failure could adversely affect our product
sales, financial condition, and operating results.
Our geographic focus makes us particularly vulnerable to economic and other events and trends in North America.
We operate primarily in North America and, therefore, are particularly susceptible to adverse regulations, economic climate,
consumer trends, market fluctuations, including commodity price fluctuations or supply shortages for certain of our key ingredients,
and other adverse events that are specific to the United States and Canada. The concentration of our businesses in North America
could present challenges and may increase the likelihood that an adverse event in North America would materially and adversely
affect our product sales, financial condition, and operating results.
Changes in laws and regulations could increase our costs.
Our activities are highly regulated and subject to government oversight. Various federal, state, provincial, and local laws and
regulations govern food and beverage production, storage, distribution, sales, and marketing, as well as licensing, trade, tax, and
environmental matters. Governing bodies regularly issue new regulations and changes to existing regulations. Our need to comply
with new or revised regulations or their interpretation and application could materially and adversely affect our product sales,
financial condition, and operating results.
10
Legal claims or other regulatory enforcement actions could subject us to civil and criminal penalties.
As a large food and beverage company, we operate in a highly regulated environment with constantly evolving legal and regulatory
frameworks. Consequently, we are subject to heightened risk of legal claims or other regulatory enforcement actions. Although we
have implemented policies and procedures designed to ensure compliance with existing laws and regulations, there can be no
assurance that our employees, contractors, or agents will not violate our policies and procedures. Moreover, a failure to maintain
effective control processes could lead to violations, unintentional or otherwise, of laws and regulations. Legal claims or regulatory
enforcement actions arising out of our failure or alleged failure to comply with applicable laws and regulations could subject us to
civil and criminal penalties that could materially and adversely affect our product sales, reputation, financial condition, and operating
results.
Product recalls or other product liability claims could materially and adversely affect us.
Selling products for human consumption involves inherent legal and other risks, including product contamination, spoilage, product
tampering, allergens, or other adulteration. We could decide to, or be required to, recall products due to suspected or confirmed
product contamination, adulteration, misbranding, tampering, or other deficiencies. Product recalls or market withdrawals could
result in significant losses due to their costs, the destruction of product inventory, and lost sales due to the unavailability of the
product for a period of time. We could be adversely affected if consumers lose confidence in the safety and quality of certain food
products or ingredients, or the food safety system generally. Adverse attention about these types of concerns, whether or not valid,
may damage our reputation, discourage consumers from buying our products, or cause production and delivery disruptions.
We may also suffer losses if our products or operations violate applicable laws or regulations, or if our products cause injury,
illness, or death. In addition, our marketing could face claims of false or deceptive advertising or other criticism. A significant
product liability or other legal judgment or a related regulatory enforcement action against us, or a significant product recall, may
materially and adversely affect our reputation and profitability. Moreover, even if a product liability or fraud claim is unsuccessful,
has no merit, or is not pursued, the negative publicity surrounding assertions against our products or processes could materially
and adversely affect our product sales, financial condition, and operating results.
Unanticipated business disruptions could adversely affect our ability to provide our products to our customers.
We have a complex network of suppliers, owned manufacturing locations, co-manufacturing locations, distribution networks, and
information systems that support our ability to consistently provide our products to our customers. Factors that are hard to predict or
beyond our control, like weather, raw material shortage, natural disasters, fire or explosion, terrorism, generalized labor unrest, or
health pandemics, could damage or disrupt our operations or our suppliers or co-manufacturers operations. These disruptions may
require additional resources to restore our supply chain or distribution network. If we cannot respond to disruptions in our
operations, whether by finding alternative suppliers or replacing capacity at key manufacturing or distribution locations, or are
unable to quickly repair damage to our information, production, or supply systems, we may be late in delivering, or unable to
deliver, products to our customers and may also be unable to track orders, inventory, receivables, and payables. If that occurs, our
customers confidence in us and long-term demand for our products could decline. Any of these events could materially and
adversely affect our product sales, financial condition, and operating results.
We may not successfully identify or complete strategic acquisitions, alliances, divestitures or joint ventures.
From time to time, we may evaluate acquisition candidates, alliances or joint ventures that may strategically fit our business
objectives or we may consider divesting businesses that do not meet our strategic objectives or growth or profitability targets.
These activities may present financial, managerial, and operational risks including, but not limited to, diversion of managements
attention from existing core businesses, difficulties integrating or separating personnel and financial and other systems, inability to
effectively and immediately implement control environment processes across a diverse employee population, adverse effects on
existing or acquired customer and supplier business relationships, and potential disputes with buyers, sellers or partners. In
addition, to the extent we undertake acquisitions, alliances or joint ventures or other developments outside our core geography or in
new categories, we may face additional risks related to such developments. For example, risks related to foreign operations include
compliance with U.S. laws affecting operations outside of the United States, such as the Foreign Corrupt Practices Act, currency
rate fluctuations, compliance with foreign regulations and laws, including tax laws, and exposure to politically and economically
volatile developing markets. Any of these factors could materially and
11
adversely affect our product sales, financial condition, and operating results.
Volatility of capital markets or macro-economic factors could adversely affect our business.
Changes in financial and capital markets, including market disruptions, limited liquidity, and interest rate volatility, may increase the
cost of financing as well as the risks of refinancing maturing debt. In addition, our borrowing costs can be affected by short and
long-term ratings assigned by rating organizations. A decrease in these ratings could limit our access to capital markets and
increase our borrowing costs, which could materially and adversely affect our financial condition and operating results.
Adverse changes in the capital markets or interest rates, differences or changes in actuarial assumptions from actual
experience, and legislative or other regulatory actions could substantially increase our postemployment obligations and
materially and adversely affect our profitability and operating results.
We sponsor 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. As of December 27, 2014, the
projected benefit obligation of our defined benefit pension plans was $8.3 billion and these plans had assets of $7.2 billion. The
difference between plan obligations and assets, or the funded status of the plans, significantly affects the net periodic benefit costs
of our pension plans and the ongoing funding requirements of those plans. Among other factors, changes in interest rates, mortality
rates, early retirement rates, investment returns, minimum funding requirements, and the market value of plan assets can affect the
level of plan funding, cause volatility in the net periodic pension cost, and consequently volatility in our reported net income, and
increase our future funding requirements. Legislative and other governmental regulatory actions may also increase funding
requirements for our pension plans benefits obligation.
We estimate the 2015 pension contributions will be approximately $195 million. Volatile economic conditions increase the risk that
we will be required to make additional cash contributions to the pension plans and recognize further increases in our net pension
cost. A significant increase in our pension funding requirements could negatively affect our ability to invest in our business or pay
dividends on our common stock.
Volatility in the market value of all or a portion of the derivatives we use to manage exposures to fluctuations in
commodity prices may cause volatility in our operating results and net earnings.
We use commodity futures and options to partially hedge the price of certain input costs, including dairy products, coffee beans,
meat products, wheat, corn products, soybean oils, sugar, and natural gas. For derivatives not designated as hedging instruments,
changes in the values of these derivatives are currently recorded in earnings, resulting in volatility in both gross profits and net
earnings. We report these gains and losses in cost of sales in our consolidated statements of earnings to the extent we utilize the
underlying input in our manufacturing process. We report these gains and losses in the unallocated corporate items line in our
segment operating results until we utilize the underlying input in our manufacturing process, at which time we reclassify the gains
and losses to segment operating income. We may experience volatile earnings as a result of these accounting treatments.
We are significantly dependent on information technology.
We rely on information technology networks and systems, including the 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 electronic
communications among our locations, personnel, customers, and suppliers. These information technology systems, some of which
are managed by third parties, may be susceptible to damage, disruptions, or shutdowns due to hardware failures, computer viruses,
hacker attacks, telecommunication failures, user errors, catastrophic events or other factors. If our information technology systems
suffer severe damage, disruption, or shutdown and our business continuity plans do not effectively resolve the issues in a timely
manner, we could experience business disruptions, transaction errors, processing inefficiencies, and the loss of customers and
sales, causing our product sales, financial condition, and operating results to be adversely affected and the reporting of our
financial results to be delayed.
In addition, if we are unable to prevent security breaches or disclosure of non-public information, we may suffer financial and
reputational damage, litigation or remediation costs or penalties because of the unauthorized disclosure of confidential information
belonging to us or to our partners, customers, consumers, or suppliers.
Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our
12
products and brands.

We consider our intellectual property rights, particularly and most notably our trademarks, but also our patents, trade secrets,
copyrights, and licensing agreements, to be a significant and valuable aspect of our business. We attempt to protect our intellectual
property rights through a combination of patent, trademark, copyright, and trade secret laws, as well as licensing agreements, thirdparty nondisclosure and assignment agreements, and policing of third-party misuses of our intellectual property. Our failure to
obtain or adequately protect our trademarks, products, new features of our products, or our technology, or any change in law or
other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our
competitiveness and could materially harm our business.
We may be unaware of intellectual property rights of others that may cover some of our technology, brands, or products. Any
litigation regarding patents or other intellectual property could be costly and time-consuming and could divert the attention of our
management and key personnel from our business operations. Third-party claims of intellectual property infringement might also
require us to enter into costly license agreements. We also may be subject to significant damages or injunctions against
development and sale of certain products.
Our indebtedness levels could impact our business.
As of December 27, 2014, we had total debt of approximately $10 billion. Our ability to make payments on and to refinance our
indebtedness, including any future debt that we may incur, will depend on our ability to generate cash from operations, financings,
or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other
factors that are beyond our control. We may not generate sufficient funds to service our debt and meet our business needs, such
as funding working capital or the expansion of our operations. If we are not able to repay or refinance our debt as it becomes due,
we may be forced to take disadvantageous actions, including reducing spending on marketing, retail trade incentives, advertising
and 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 from operations to the payment of principal and interest on our
indebtedness. The lenders who hold our debt could also accelerate amounts due in the event that we default, which could
potentially trigger a default or acceleration of the maturity of our other debt.
Our indebtedness could also impair our ability to obtain additional financing for working capital, capital expenditures, or general
corporate purposes, especially if the ratings assigned to our debt securities by rating organizations were revised downward. In
addition, our leverage could put us at a competitive disadvantage compared to less-leveraged competitors that could have greater
financial flexibility to pursue strategic acquisitions and secure additional financing for their operations. Our ability to withstand
competitive pressures and to react to changes in the food and beverage industry could be impaired, making us more vulnerable in
the event of a general downturn in economic conditions, in our industry, or in our business.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our corporate 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 and Canada.
We have 36 manufacturing and processing facilities, of which 34 are in the United States and two are in Canada. We own all 36 of
these facilities. It is our practice to maintain all of our plants and properties in good condition, and we believe they are suitable and
adequate for our present needs.
We also have 36 distribution centers, of which 33 are in the United States and three are in Canada. We own four and lease 32 of
these distribution centers. These facilities are in good condition, and we believe they have sufficient capacity to meet our present
distribution needs.
Item 3. Legal Proceedings.
We are routinely involved in legal proceedings, claims, and governmental inquiries, inspections, or investigations (Legal Matters)
arising in the ordinary course of our business.
13
We have been advised by the staff of the Commodity Futures Trading Commission (CFTC) that they are investigating activities
related to the trading of December 2011 wheat futures contracts. These activities arose prior to the Spin-Off and involve the
business now owned and operated by Mondelz International or its affiliates. We are cooperating with the staff in its
investigation. In October 2014, the staff advised us that the CFTC intends to commence a formal action. We and Mondelz
International continue to seek resolution of this matter. Our Separation and Distribution Agreement with Mondelz International
dated as of September 27, 2012, governs the allocation between Mondelz International and us and, accordingly, Mondelz
International will predominantly bear the costs of this matter and any monetary penalties or other payments that the CFTC may
impose. We do not expect this matter to have a material adverse effect on our financial condition or results of operations.
While we cannot predict with certainty the results of Legal Matters in which we are currently involved or may in the future be
involved, we do not expect that the ultimate costs to resolve any of the Legal Matters that are currently pending will have a material
adverse effect on our financial condition or results of operations.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is listed on the NASDAQ Global Select Market (NASDAQ). At February 10, 2015, there were approximately
65,000 holders of record of our common stock.
Information regarding our common stock high and low sales prices as reported on NASDAQ and dividends declared is included in
Note 16, Quarterly Financial Data (Unaudited) , to the consolidated financial statements.
Comparison of Cumulative Total Return
The following graph compares the cumulative total return on our common stock with the cumulative total return of the Standard &
Poors 500 Index and our performance peer group index. This graph covers the period from September 17, 2012 (the first day our
common stock began when-issued trading on the NASDAQ) through December 26, 2014 (the last trading day of our 2014 fiscal
year). The graph shows total shareholder return assuming $100 was invested on September 17, 2012 and dividends were
reinvested.
14
Kraft Foods
Group
Date
September 17, 2012

December 28, 2012
December 27, 2013
December 26, 2014
100.00
99.59
125.20
154.53
S&P 500
100.00
96.64
129.60
150.02
Former
Performance
Peer Group
Performance
Peer Group
100.00
98.42
124.25
143.14
100.00
102.40
136.73
159.03
In 2014, we selected a new Performance Peer Group, which is the same as our Compensation Benchmarking Peer Group and
includes a broader spectrum of companies within our industry than in our Former Performance Peer Group. Our Performance Peer
Group currently consists of the following companies: Altria Group Inc., Campbell Soup Company, Colgate-Palmolive Company,
ConAgra Foods, Inc., General Mills, Inc., Hormel Foods Corporation, Kellogg Company, Keurig Green Mountain, Inc., KimberlyClark Corporation, McDonalds Corporation, Mondelz International, Inc., PepsiCo, Inc., The J.M. Smucker Company, Starbucks
Corporation, The Coca-Cola Company, The Hershey Company, The Procter & Gamble Company, and Tyson Foods, Inc. Our
Former Performance Peer Group consists of the companies in the Standard & Poor's Packaged Foods & Meats Index, as follows:
Campbell Soup Company, ConAgra Foods, Inc., General Mills, Inc., The Hershey Company, Hormel Foods Corporation, Kellogg
Company, Keurig Green Mountain, Inc., McCormick and Co. Inc., Mead Johnson Nutrition Company, Mondelz International, Inc.,
The J.M. Smucker Company, and Tyson Foods, Inc. Companies included in the Standard & Poor's Packaged Foods & Meats Index
change periodically. During 2014, Keurig Green Mountain, Inc. was added to the index and Archer Daniels Midland Company was
excluded from the index.
The above performance graph shall not be deemed to be soliciting material or to be filed with the SEC or subject to Regulation
14A or 14C, or to the liabilities of Section 18 of the Exchange Act.
Issuer Purchases of Equity Securities during the Quarter ended December 27, 2014
Our share repurchase activity for the three months ended December 27, 2014 was:
Total Number
of Shares (1)
9/28/2014 - 10/25/2014
10/26/2014 - 11/22/2014
11/23/2014 - 12/27/2014
For the Quarter Ended December 27, 2014
1,812,616
1,219,402
966,953
3,998,971
Average Price
Paid Per Share
55.94
57.63
60.23
57.49
Total Number of Shares

Purchased as Part of
Publicly Announced
Program (2)
1,697,190
1,207,147
954,280
3,858,617
Dollar Value of Shares

that May Yet be
Purchased Under the
Program (2)
2,254,120,747
(1) Includes shares tendered by individuals who used shares to exercise options or to pay the related taxes for grants of restricted stock, restricted stock units, and
performance based long-term incentive awards that vested.
(2) On December 17, 2013, our Board of Directors authorized a $3.0 billion share repurchase program with no expiration date. Under the share repurchase program,
we are authorized to repurchase shares of our common stock in the open market or in privately negotiated transactions. The timing and amount of share
repurchases are subject to management's evaluation of market conditions, applicable legal requirements, and other factors. We are not obligated to repurchase
any shares of our common stock and may suspend the program at our discretion. As of December 27, 2014, we have repurchased approximately 13.1 million
shares in the aggregate under this program since its inception.
15
Item 6. Selected Financial Data.

Selected Financial Data Five Year Review
December 27,
2014
December 28,
2013
December 29,
2012 (1)
December 31,
2011 (1)
December 31,
2010 (1)
(in millions of dollars, except per share data)
Year Ended:
Net revenues
Earnings from continuing operations
Earnings and gain from discontinued
operations, net of income taxes
Net earnings
Earnings from continuing operations per
share (2) :
Basic
Diluted
Net cash provided by operating activities
Capital expenditures
Depreciation and amortization
As of:
Total assets
Long-term debt (3)
Total equity
Dividends declared per share
18,205
1,043
18,218
2,715
1,043
$
$
$
1.75
1.74
2,020
535
385
$
$
$
22,947
8,627
4,365
2.15
18,271
1,642
2,715
4.55
4.51
2,043
557
393
$
$
$
23,148
9,976
5,187
2.05
18,576
1,775
1,642
1,775
3,534
2.77
2.75
3,035
440
428
$
$
$
3.00
3.00
2,664
401
364
$
$
$
3.20
3.20
828
448
354
23,179
9,966
3,572
0.50
21,389
27
16,588
17,739
1,890
1,644
21,448
31
17,037
(1)
Prior to the Spin-Off on October 1, 2012, our financial statements were prepared on a stand-alone basis and were derived from the consolidated financial
statements and accounting records of Mondelz International. Our financial statements for the years ended December 29, 2012, December 31, 2011 and
December 31, 2010 included certain expenses of Mondelz International that were allocated to us. These allocations were not necessarily indicative of the
actual expenses we would have incurred as an independent public company or of the costs we will incur in the future, and may differ substantially from the
allocations we agreed to in the various separation agreements.
(2)
On October 1, 2012, Mondelz International distributed 592 million shares of Kraft Foods Group common stock to Mondelz Internationals shareholders.
Basic and diluted earnings per common share and the average number of common shares outstanding were retrospectively restated for the years ended
December 31, 2011 and December 31, 2010 for the number of Kraft Foods Group shares outstanding immediately following the Spin-Off.
(3)
Excludes current portion of long-term debt.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the other sections of this Annual Report on Form 10-K, including the
consolidated financial statements and related notes contained in Item 8.
Description of the Company
We manufacture and market food and beverage products, including cheese, meats, refreshment beverages, coffee, packaged
dinners, refrigerated meals, snack nuts, dressings, and other grocery products, primarily in the United States and Canada. Our
product categories span breakfast, lunch, and dinner meal occasions.
16
Consolidated Results of Operations

Summary of Results
For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
2014 v. 2013
2013 v. 2012
(in millions, except per share data)
Net revenues
Operating income
Net earnings
Diluted earnings per share
$
$
$
$
18,205
1,890
1,043
1.74
$
$
$
$
18,218
4,591
2,715
4.51
$
$
$
$
18,271
2,670
1,642
2.75
(0.1)%
(58.8)%
(61.6)%
(61.4)%
(0.3)%
71.9 %
65.3 %
64.0 %
Net Revenues
For the Years Ended
December 28,
2013
December 27,
2014
For the Years Ended

December 28,
2013
% Change
(in millions)
Net revenues
$
Impact of foreign currency
Sales to Mondelz International
18,205
156
18,227
Organic Net Revenues
18,218
18,071
(147)
Net pricing
(0.1)%
0.9pp
18,218
73
18,144
0.1pp
0.9 %
18,271
18,157
(147)
(114)
1.2pp
)
(0.3pp
Volume/mix
(1)
% Change
(in millions)
(134)
(1)
December 29,
2012
(0.3)%
0.4pp
)
(0.2pp
(0.1)%
)
(0.6pp
0.5pp
Organic Net Revenues is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.
Year Ended December 27, 2014 compared to Year Ended December 28, 2013
Net revenues were essentially flat. Organic Net Revenues increased by 0.9%, despite economic and consumer trends that continue
to pressure the North American food and beverage industry. While we realized the benefit of significant pricing actions, our results
also reflected the volume loss impact of those pricing actions. Higher net pricing (1.2 pp) was driven by commodity costs (primarily
dairy), partially offset by increased promotional activity in Meals & Desserts and Beverages. Unfavorable volume/mix (0.3 pp) was
driven by Meals & Desserts, reflecting changing consumer preferences and increased competitive activity, and Cheese, reflecting
the volume loss from higher net pricing, mostly offset by favorable volume/mix in all other reportable segments.
Net revenues and Organic Net Revenues were essentially flat as lower net pricing was generally offset by favorable volume/mix.
Lower net pricing (0.6 pp) was due primarily to increased competitive activity in Beverages and Enhancers & Snack Nuts, partially
offset by higher net pricing in Meals & Desserts and Refrigerated Meals. Favorable volume/mix (0.5 pp) was driven primarily by
base business growth, despite an unfavorable product line pruning impact of approximately one percentage point.
17
Operating Income
Operating
Income
Operating
Income
2014 v. 2013
(in millions)
Operating Income for the Years Ended

December 28, 2013 and December 29, 2012
4,591
2,670
Change in volume/mix
(97)
40
Higher / (lower) net pricing
219
(109)
(Higher) / lower product costs

Lower selling, general and administrative expenses
Lower expenses for cost savings initiatives
(173)
200
183
72
131
13
Change in unrealized gains / losses on hedging activities

Change in market-based impacts to postemployment
benefit plans
(100)
(2,902)
1,784
Change in other
Operating Income for the Years Ended
December 27, 2014 and December 28, 2013
(31)
$
1,890
(18)
$
2013 v. 2012
(percentage point)
4,591
)
(2.9pp
1.2 pp
)
(3.4pp
6.6 pp
)
(5.2pp
6.1 pp
6.1 pp
)
(3.1pp
)
(65.4pp
)
(1.0pp
67.2 pp
)
(0.5pp
(58.8)%
71.9%
2.3 pp
4.1 pp
0.8 pp
0.2 pp
Higher product costs were driven by higher commodity costs (primarily dairy and packaging materials), partially offset by lower
manufacturing costs driven by net productivity and favorable retirement-related benefit adjustments primarily resulting from lowerthan-expected claims experience in 2014.
Lower selling, general and administrative expenses were driven primarily by lower marketing spending.
Cost savings initiatives expenses were $107 million in 2014 compared to $290 million in 2013. Cost savings initiatives are related to
reorganization activities including severance, asset disposals, and other activities that do not qualify for special accounting
treatment as exit or disposal activities. Included within cost savings initiatives are activities related to the previously disclosed multiyear restructuring program. For additional information about cost savings initiatives, see Note 5, Cost Savings Initiatives , to the
consolidated financial statements.
Unrealized gains / losses on hedging activities, which includes unrealized gains and losses on our derivatives not designated as
hedging instruments as well as the ineffective portion of unrealized gains and losses on our derivatives designated as hedging
instruments, amounted to losses of $79 million in 2014 compared to gains of $21 million in 2013.
The $2,902 million unfavorable change in market-based impacts to postemployment benefit plans reflects 2014 losses of $1,341
million compared to 2013 gains of $1,561 million. The 2014 losses were due primarily to a 70 basis point weighted average
decrease in the discount rate and an unfavorable impact from updated mortality assumptions, partially offset by excess asset
returns. The 2013 gains were driven by an 80 basis point weighted average increase in the discount rate and excess asset returns,
partially offset by unfavorable changes in actuarial assumptions.
Lower product costs reflected lower manufacturing costs driven by net productivity, partially offset by higher commodity costs
(primarily dairy and meat products).
Lower selling, general and administrative expenses reflected lower overhead costs driven by cost management efforts, partially
offset by higher marketing spending and the costs of operating as an independent public company (which were not part of our cost
profile in the first three quarters of 2012).
The $1,784 million favorable change in market-based impacts to postemployment benefit plans was due to 2013 gains of $1,561
million versus 2012 losses of $223 million. The 2013 gains were primarily driven by an 80 basis point weighted average increase in
the discount rate and excess asset returns, partially offset by unfavorable changes in actuarial assumptions. The 2012 losses were
due to unfavorable changes in actuarial assumptions, partially offset by excess asset returns.
18
Net Earnings and Diluted Earnings per Share

Net earnings decreased 61.6% to $1,043 million in 2014 and increased 65.3% to $2,715 million in 2013.
Diluted EPS
Diluted EPS for the Years Ended December 28, 2013 and December 29, 2012
Change in results from operations
Lower expenses for cost savings initiatives, net of taxes
Change in unrealized gains / losses on hedging activities
Change in market-based impacts to postemployment benefit plans, net taxes
Change in interest and other expense, net
Change in royalty income from Mondelz International
Change in taxes
Change in other
Diluted EPS for the Years Ended December 27, 2014 and December 28, 2013
Diluted EPS
4.51 $
0.16
0.18
(0.11)
(3.08)
0.02
0.08
(0.02)
1.74 $
2.75
0.14
0.02
0.01
1.90
(0.27)
(0.04)
0.03
(0.03)
4.51
The increase in interest and other expense, net in 2013 compared to 2012 was due to the $6.0 billion debt issuance in June 2012,
the $3.6 billion debt exchange in July 2012, and the $0.4 billion transfer of debt from Mondelz International in October 2012. We
incurred a full year of interest and other expense, net in 2013 compared to only a partial year in 2012 related to this debt.
Our effective tax rate was 25.8% in 2014, 33.6% in 2013, and 33.1% in 2012. See Note 12, Income Taxes, to the consolidated
financial statements for a discussion of tax rates.
Results of Operations by Reportable Segment
We manage and report operating results through six reportable segments: Cheese, Refrigerated Meals, Beverages, Meals &
For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Net revenues:
Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Net revenues
$
19
4,066
3,433
2,627
2,155
2,062
1,937
1,925
18,205
3,925
3,334
2,681
2,305
2,101
2,037
1,835
18,218
3,829
3,280
2,718
2,311
2,220
2,010
1,903
18,271
For the Years Ended

December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Operating income:
Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Market-based impacts to postemployment benefit plans
Certain other postemployment benefit plan income / (expense)
Unrealized (losses) / gains on hedging activities
General corporate expenses
Operating income
656 $
378
384
611
577
370
263
(1,341)
164
(79)
(93)
1,890 $
634 $
329
349
665
529
373
227
1,561
61
21
(158)
4,591 $
618
379
260
712
592
301
180
(223)
(82)
13
(80)
2,670
Management uses segment operating income to evaluate segment performance and allocate resources. We believe it is
appropriate to disclose this measure to help investors analyze segment performance and trends. Segment operating income
excludes the following for each of the periods presented:
Market-based impacts and certain other components of our postemployment benefit plans (which are a component of cost
of sales and selling, general and administrative expenses) because we centrally manage postemployment benefit plan
funding decisions and the determination of discount rates, expected rate of return on plan assets, and other actuarial
assumptions.
Unrealized gains and losses on hedging activities (which are a component of cost of sales) in order to provide better
transparency of our segment operating results. Unrealized gains and losses on hedging activities, which includes
unrealized gains and losses on our derivatives not designated as hedging instruments as well as the ineffective portion of
unrealized gains and losses on our derivatives designated as hedging instruments, are recorded in Corporate until realized.
Once realized, the gains and losses are recorded within the applicable segment operating results.
Certain general corporate expenses (which are a component of selling, general and administrative expenses).
Cheese
For the Years Ended
For the Years Ended

December 27,
2014
December 28,
2013
December 28,
2013
% Change
(in millions)
Net revenues
Organic Net Revenues (1)
Segment operating income
(1)
4,066
4,021
656
December 29,
2012
% Change
(in millions)
3,925
3,874
634
3.6%
3.8%
3.5%
3,925
3,874
634
3,829
3,817
618
2.5%
1.5%
2.6%
See the Non-GAAP Financial Measures section at the end of this item.
Net revenues increased 3.6%, driven by higher commodity cost-driven pricing (6.4 pp), partially offset by unfavorable volume/mix
(2.6 pp). Unfavorable volume/mix reflected volume loss from price increases, particularly in recipe cheese, sandwich cheese, and
cream cheese, partially offset by an increase in shipments of snacking cheese following a 2013 recall.
20
Segment operating income increased 3.5% due to higher net pricing and lower spending on both cost savings initiatives and
marketing activities. This increase was partially offset by record high dairy costs, unfavorable volume/mix, and higher manufacturing
costs.
Net revenues increased 2.5%, which included the impact of higher sales to Mondelz International (1.0 pp). Organic Net Revenues
increased 1.5%, driven primarily by favorable volume/mix (1.6 pp) as higher shipments of natural cheese and sandwich cheese
were partially offset by lower shipments of snacking cheese, due in part to a voluntary string cheese recall.
Segment operating income increased 2.6% as lower marketing spending, lower overhead costs, favorable volume/mix, and lower
manufacturing costs driven by net productivity were partially offset by increased commodity costs.
Refrigerated Meals
For the Years Ended
December 27,
2014
December 28,
2013
For the Years Ended

December 28,
2013
% Change
(1)
3,433
3,433
378
% Change
(in millions)
(in millions)
Net revenues
December 29,
2012
3,334
3,334
329
3.0%
3.0%
14.9%
3,334
3,334
329
3,280
3,280
379
1.6 %
1.6 %
(13.2)%
Net revenues increased 3.0%, as the business realized both higher net pricing (1.5 pp) and improved volume/mix (1.5 pp). Higher
net pricing reflected commodity cost-driven pricing in both cold cuts and hot dogs, partially offset by lower net pricing in bacon.
Favorable volume/mix was driven by higher shipments of bacon and lunch combinations, as well as the introduction of protein
snacks, partially offset by unfavorable mix in cold cuts and lower shipments of hot dogs.
Segment operating income increased 14.9%, primarily due to lower manufacturing costs driven by net productivity and higher net
pricing, partially offset by higher commodity costs and increased marketing investments primarily in new protein snacks and in
lunch combinations.
Net revenues increased 1.6%, driven primarily by higher net pricing (1.9 pp), primarily in bacon. Unfavorable volume/mix in cold
cuts and meat alternatives driven by lower shipments was partially offset by gains in lunch combinations.
Segment operating income decreased 13.2%, as commodity cost increases and higher marketing spending in lunch combinations
and cold cuts were partially offset by higher net pricing, lower manufacturing costs driven by net productivity and lower overhead
costs.
Beverages
For the Years Ended
December 27,
2014
December 28,
2013
For the Years Ended

December 28,
2013
% Change
(1)
2,627
2,627
384
% Change
(in millions)
(in millions)
Net revenues
December 29,
2012
2,681
2,681
349
(2.0)%
(2.0)%
10.0 %
21
2,681
2,681
349
2,718
2,718
260
(1.4)%
(1.4)%
34.2 %
Net revenues decreased 2.0%, as lower net pricing (3.2 pp) was partially offset by favorable volume/mix (1.2 pp). Lower net pricing
reflected increased promotional spending in refreshment beverages and lower net pricing in roast and ground coffee. Favorable
volume/mix was driven by growth in on-demand coffee products and ready-to-drink beverages, partially offset by lower shipments
of roast and ground coffee, reflecting a shift in consumer preferences, and liquid concentrates, reflecting market share losses.
Segment operating income increased 10.0%, due primarily to lower commodity costs, marketing spending, cost savings initiatives
spending, and manufacturing costs driven by net productivity. This increase was partially offset by lower net pricing, reflecting a
shift from marketing spending to promotional spending.
Net revenues decreased 1.4%, due to lower net pricing (6.1 pp), partially offset by favorable volume/mix (4.7 pp). Lower net pricing
was due primarily to lower net pricing in coffee, increased promotions in ready-to-drink beverages, and increased competitive
activity in liquid concentrates. Favorable volume/mix was driven primarily by growth in new on-demand coffee and liquid
concentrate products as well as higher shipments of ready-to-drink beverages, partially offset by lower shipments of powdered
beverages.
Segment operating income increased 34.2%, due primarily to lower commodity costs, lower manufacturing costs driven by net
productivity, favorable volume/mix, and lower overhead costs, partially offset by lower net pricing and higher marketing spending on
new products.
Meals & Desserts
For the Years Ended
December 27,
2014
December 28,
2013
For the Years Ended

December 28,
2013
% Change
(in millions)
Net revenues
(1)
2,155
2,155
611
December 29,
2012
% Change
(in millions)
2,305
2,305
665
(6.5)%
(6.5)%
(8.1)%
2,305
2,305
665
2,311
2,311
712
(0.3)%
(0.3)%
(6.6)%
Net revenues decreased 6.5%, due to unfavorable volume/mix (4.6 pp) and lower net pricing (1.9 pp). Unfavorable volume/mix was
due primarily to lower shipments of boxed dinners, refrigerated ready-to-eat desserts, and dry packaged desserts, resulting from
changing consumer preferences and increased competitive activity in these categories. Lower net pricing primarily in refrigerated
ready-to-eat desserts, dessert toppings, and macaroni and cheese was due to increased promotional activity.
Segment operating income decreased 8.1%, due primarily to lower net pricing, unfavorable volume/mix and higher commodity
costs (primarily dairy and packaging materials), partially offset by lower marketing spending.
Net revenues decreased 0.3%, due to unfavorable volume/mix (3.2 pp), partially offset by higher net pricing (2.9 pp). Unfavorable
volume/mix was due primarily to lower shipments of refrigerated ready-to-eat desserts. Higher net pricing was driven primarily by
pricing actions in macaroni and cheese and boxed dinners.
Segment operating income decreased 6.6%, due primarily to higher marketing spending as well as unfavorable volume/mix. This
decrease was partially offset by higher net pricing in macaroni and cheese and boxed dinners and lower overhead costs.
22

For the Years Ended
December 28,
2013
December 27,
2014
For the Years Ended

December 28,
2013
% Change
(in millions)
Net revenues
(1)
2,062
2,062
577
December 29,
2012
% Change
(in millions)
2,101
2,093
529
(1.9)%
(1.5)%
9.1 %
2,101
2,093
529
2,220
2,217
592
(5.4)%
(5.6)%
(10.6)%
Net revenues decreased 1.9%, including the impact of lower sales to Mondelz International (0.4 pp). Organic Net Revenues
decreased 1.5%, due primarily to lower net pricing (2.0 pp), partially offset by favorable volume/mix (0.5 pp). Lower net pricing was
due primarily to increased promotional activity across the enhancers categories. Favorable volume/mix was driven by growth in
snack nuts, partially offset by lower shipments of peanut butter.
Segment operating income increased 9.1%, due primarily to lower manufacturing costs driven by net productivity and lower
spending on both marketing and cost savings initiatives, partially offset by lower net pricing.
Net revenues decreased 5.4% due to lower net pricing (3.3 pp) and unfavorable volume/mix (2.3 pp). Lower net pricing was due
primarily to increased competitive activity in spoonable and pourable dressings and commodity cost-driven pricing in snack nuts.
Unfavorable volume/mix was due primarily to lower shipments of pourable and spoonable dressings, partially offset by higher
shipments of snack nuts.
Segment operating income decreased 10.6%, due to lower net pricing and higher marketing spending across spoonable and
pourable salad dressings and snack nuts, and unfavorable volume/mix. This decrease was partially offset by lower overhead costs
and lower manufacturing costs driven by net productivity.
Canada
For the Years Ended
December 27,
2014
For the Years Ended
December 28,
2013
December 28,
2013
% Change
(in millions)
Net revenues
(1)
1,937
2,060
370
December 29,
2012
% Change
(in millions)
2,037
2,021
373
(4.9)%
1.9 %
(0.8)%
2,037
2,086
373
2,010
2,006
301
1.3%
4.0%
23.9%
Net revenues decreased 4.9%, which included the unfavorable impact of foreign currency (6.8 pp). Organic Net Revenues
increased 1.9%, as the business realized higher net pricing (1.2 pp) and favorable volume/mix (0.7 pp). Higher net pricing in cheese
and coffee was partially offset by lower net pricing in refreshment beverages. Favorable volume/mix was driven by higher
shipments of natural cheese and the launch of McCaf coffee, partially offset by lower shipments of processed cheese.
Segment operating income decreased 0.8%, due to higher commodity costs and an unfavorable impact of foreign currency, partially
offset by lower marketing spending, higher net pricing and lower manufacturing costs driven by net productivity.
23
Net revenues increased 1.3%, which included the unfavorable impacts of foreign currency (3.3 pp) and higher sales to Mondelz
International (0.6 pp). Organic Net Revenues increased 4.0%, driven by favorable volume/mix (5.3 pp), partially offset by lower net
pricing (1.3 pp), primarily in peanut butter. Favorable volume/mix was driven by higher shipments of peanut butter and natural
cheese as well as favorable mix from coffee.
Segment operating income increased 23.9%, driven primarily by favorable volume/mix, lower overhead costs, and lower commodity
costs, partially offset by lower net pricing and higher investments in marketing driving volume/mix growth.
Other Businesses
For the Years Ended
For the Years Ended

December 27,
2014
December 28,
2013
December 28,
2013
% Change
(in millions)
Net revenues
(1)
1,925
1,869
263
December 29,
2012
% Change
(in millions)
1,835
1,763
227
4.9%
6.0%
15.9%
1,835
1,771
227
1,903
1,808
180
(3.6)%
(2.0)%
26.1 %
Net revenues increased 4.9%, despite the impact of unfavorable foreign currency (0.9 pp). Organic Net Revenues increased 6.0%,
driven by higher net pricing (3.9 pp) and favorable volume/mix (2.1 pp). Higher net pricing realized in our Foodservice business and
higher shipments in our Exports business were partially offset by the unfavorable impact of planned Foodservice product line exits.
Segment operating income increased 15.9%, as higher net pricing, lower manufacturing costs driven by net productivity, and lower
spending on cost savings initiatives were partially offset by increased commodity costs.
Net revenues decreased 3.6%, which included the impacts of lower sales to Mondelz International (1.1 pp) and unfavorable
foreign currency (0.5 pp). Organic Net Revenues decreased 2.0%, due to unfavorable volume/mix (3.5 pp), partially offset by higher
net pricing (1.5 pp), primarily in our Foodservice business. Unfavorable volume/mix was due primarily to Foodservice product line
pruning, partially offset by higher shipments in our Exports business.
Segment operating income increased 26.1%, driven primarily by higher net pricing, lower manufacturing costs driven by net
productivity, lower marketing spending, and favorable volume/mix due to growth in our Exports business. This increase was
partially offset by higher commodity costs.
Critical Accounting Policies
Note 1, Summary of Significant Accounting Policies , to the consolidated financial statements includes a summary of the significant
accounting policies we used to prepare our consolidated financial statements. The following is a review of the more significant
assumptions and estimates, as well as the accounting policies we used to prepare our consolidated financial statements.
Principles of Consolidation:
The consolidated financial statements include Kraft Foods Group, as well as our wholly-owned subsidiaries. All intercompany
transactions are eliminated. Our period end date for financial reporting purposes is the last Saturday of the fiscal year, which aligns
with the financial close dates of our operating segments.
Prior to the Spin-Off on October 1, 2012, our financial statements were prepared on a stand-alone basis and were derived from the
consolidated financial statements and accounting records of Mondelz International. Our financial statements included certain
expenses of Mondelz International that were allocated to us for certain functions,
24
including general corporate expenses related to finance, legal, information technology, human resources, compliance, shared
services, insurance, employee benefits and incentives, and stock-based compensation. These expenses were allocated in our
historical results of operations on the basis of direct usage when identifiable, with the remainder allocated on the basis of revenue,
operating income, or headcount. We consider the expense allocation methodology and results to be reasonable for all periods
presented. However, these allocations were not necessarily indicative of the actual expenses we would have incurred as an
independent public company or of the costs we will incur in the future, and may differ substantially from the allocations we agreed to
in the various separation agreements.
Revenue Recognition:
We recognize revenues when title and risk of loss pass to our customers. We record revenues net of consumer incentives and
trade promotions and include all shipping and handling charges billed to customers. We also record provisions for estimated
product returns and customer allowances as reductions to revenues within the same period that the revenue is recognized. We
base these estimates principally on historical and current period experience, however, it is reasonably likely that actual experience
will vary from the estimates we have made.
Marketing and Research and Development:
We promote our products with advertising and consumer promotions, consumer incentives, and trade promotions. Consumer
incentives and trade promotions include, but are not limited to, discounts, coupons, rebates, in-store display incentives, and
volume-based incentives. Consumer incentive and trade promotion activities are recorded as a reduction to revenues based on
amounts estimated as being due to customers and consumers at the end of a period. We base these estimates principally on
historical utilization and redemption rates.
For interim reporting purposes, we charge advertising and consumer promotion expenses to operations as a percentage of volume,
based on estimated volume and related expense for the full year. We review and adjust these estimates each quarter based on
actual experience and other information. Advertising expense was $652 million in 2014, $747 million in 2013, and $640 million in
2012. We record marketing expense in selling, general and administrative expense, except for consumer incentives and trade
promotions, which are recorded in net revenues.
We expense costs as incurred for product research and development within selling, general and administrative expenses. Research
and development expense was $149 million in 2014, $142 million in 2013, and $143 million in 2012. The amounts disclosed in prior
periods have been revised to conform with the current year presentation.
Income Taxes:
We recognize income taxes based on amounts refundable or payable for the current year and record deferred tax assets or
liabilities for any difference between accounting principles generally accepted in the United States of America (U.S. GAAP) and
tax reporting. We also recognize deferred tax assets for temporary differences, operating loss carryforwards, and tax credit
carryforwards. Inherent in determining our annual tax rate are judgments regarding business plans, planning opportunities, and
expectations about future outcomes. Realization of certain deferred tax assets, primarily net operating loss and other carryforwards,
is dependent upon generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward
periods. See Note 12, Income Taxes , to the consolidated financial statements for additional information.
We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, we recognize
the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. Future changes
in judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the quarter of such change.
Goodwill and Intangible Assets:
We test goodwill and indefinite-lived intangible assets for impairment at least annually in the fourth quarter or when a triggering
event occurs. The first step of the goodwill impairment test compares the reporting units estimated fair value with its carrying value.
We estimate a reporting units fair value using planned growth rates, market-based discount rates, estimates of residual value, and
estimates of market multiples. If the carrying value of a reporting units net assets exceeds its fair value, the second step would be
applied to measure the difference between the carrying value and implied fair value of goodwill. If the carrying value of goodwill
exceeds its implied fair value, the goodwill would be considered impaired and reduced to its implied fair value.
25
We test indefinite-lived intangible assets for impairment by comparing the fair value of each intangible asset with its carrying value.
We determine fair value of non-amortizing intangible assets using planned growth rates, market-based discount rates, and
estimates of royalty rates. If the carrying value exceeds fair value, the intangible asset would be considered impaired and would be
reduced to fair value.
There were no impairments of goodwill or intangible assets in 2014, 2013, or 2012. During our annual 2014 indefinite-lived
intangible asset impairment test, we noted that a $958 million trademark and a $261 million trademark within our Enhancers
business had excess fair values over their carrying values of less than 20% . While these trademarks passed the 2014 impairment
test, if our projections of future operating income were to decline, or if valuation factors outside of our control, such as discount
rates, change unfavorably, the estimated fair value of one or both of these trademarks could be adversely affected, leading to a
potential impairment in the future.
Estimating the fair value of individual reporting units or intangible assets requires us to make assumptions and estimates regarding
our future plans, as well as industry and economic conditions. These assumptions and estimates include projected revenues and
income, interest rates, cost of capital, royalty rates, and tax rates. Many of the factors used in assessing fair value are outside the
control of management and it is reasonably likely that assumptions and estimates will change in future periods. These changes
could result in future impairments.
Postemployment Benefit Plans:
We provide a range of benefits to our employees and retirees. These include pension benefits, postretirement health care benefits,
and other postemployment benefits, consisting primarily of severance. We recognize net actuarial gains or losses and changes in
the fair value of plan assets immediately upon remeasurement, which is at least annually. The calculations of the amounts recorded
require the use of various actuarial assumptions, such as discount rates, assumed rates of return on plan assets, compensation
increases, and turnover rates. We review our actuarial assumptions on an annual basis and make modifications to the assumptions
based on current rates and trends when appropriate. We believe that the assumptions used in recording our pension,
postretirement, and other postemployment benefit plan obligations are reasonable based on our experience and advice from our
actuaries. See Note 9, Postemployment Benefit Plans , to the consolidated financial statements for a discussion of the assumptions
used.
For our postretirement plans, our 2015 health care cost trend rate assumption will be 6.91%. We established this rate based upon
our most recent experience as well as our expectation for health care trend rates going forward. We anticipate that our health care
cost trend rate assumption will be 5.00% by 2023. Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the
following effects as of December 27, 2014:
One-Percentage-Point
Increase
Decrease
(in millions)
Effect on annual service and interest cost

Effect on postretirement benefit obligation
25
433
(20)
(355)
Our 2015 discount rate assumption is 4.08% for our postretirement plans. Our 2015 discount rate assumption is 4.17% for our U.S.
pension plans and 3.87% for our non-U.S. pension plans. We model these discount rates using a portfolio of high quality, fixedincome debt instruments with durations that match the expected future cash flows of the benefit obligations. Changes in our
discount rates were primarily the result of changes in bond yields year-over-year.
Our 2015 expected rate of return on plan assets is 5.75% for our U.S. pension plans and 5.00% for our non-U.S. pension plans. 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. We attempt to maintain our target asset allocation
by rebalancing between asset classes as we make contributions and monthly benefit payments.
26
While we do not anticipate further changes in the 2015 assumptions for our U.S. and non-U.S. pension and postretirement health
care plans, as a sensitivity measure, a fifty-basis point change in our discount rate or a fifty-basis point change in the actual rate of
return on plan assets would have the following effects, increase / (decrease) in cost, as of December 27, 2014:
U.S. Plans
Non-US. Plans
Fifty-Basis-Point
Fifty-Basis-Point
Increase
Decrease
Increase
Decrease
(in millions)
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
(499) $
(29)
(205)
562
29
229
(99) $
(7)
(13)
111
7
15
Prior to the Spin-Off, Mondelz International provided defined benefit pension, postretirement health care, defined contribution, and
multiemployer pension and medical benefits to our eligible employees and retirees. Our consolidated statements of earnings for the
year ended December 29, 2012 included expense allocations for these benefits of $491 million through September 30, 2012, which
were determined based on a review of personnel by business unit and based on allocations of corporate or other shared functional
personnel. We consider the expense allocation methodology and results to be reasonable for all periods presented. These costs
are reflected in cost of sales and selling, general and administrative expenses. These costs were funded through intercompany
transactions with Mondelz International and were reflected within the parent company investment equity balance.
New Accounting Pronouncements
See Note 1, Summary of Significant Accounting Policies , to the consolidated financial statements for a discussion of new
accounting pronouncements.
Contingencies
See Note 11, Commitments and Contingencies, to the consolidated financial statements for a discussion of contingencies.
Commodity Trends
use significant quantities of resins and cardboard to package our products and natural gas to operate our facilities. We continuously
monitor worldwide supply and cost trends of these commodities.
During 2014, our aggregate commodity costs increased over the prior year, primarily as a result of record high dairy costs as well
as increases in packaging materials, nuts and meat product costs, partially offset by lower costs of coffee beans, soybean and
vegetable oils, sugar and flour and grain costs. Our commodity costs increased approximately $430 million in 2014 and
approximately $120 million in 2013 compared to the prior year. We expect commodity cost volatility to continue in 2015. We
manage commodity cost volatility primarily through pricing and risk management strategies. As a result of these risk management
strategies, our commodity cost experience may not immediately correlate with market price trends.
Liquidity and Capital Resources
We believe that cash generated from our operating activities and our $3.0 billion revolving credit facility with our commercial paper
program will provide sufficient liquidity to meet our working capital needs, expected cost savings initiatives expenditures, planned
capital expenditures and contributions to our postemployment benefit plans, purchases under our discretionary share repurchase
program, future contractual obligations, and payment of our anticipated quarterly dividends. We will use our cash on hand and our
commercial paper program for daily funding requirements. Overall, we do not expect any negative effects on our funding sources
that would have a material effect on our short-term or long-term liquidity.
27
Net Cash Provided by Operating Activities:

Operating activities provided net cash of $2.0 billion in 2014, $2.0 billion in 2013, and $3.0 billion in 2012. Net earnings in 2014
included significant unfavorable non-cash market-based impacts to postemployment benefit plans and the related deferred tax
effects. Operating cash flows in 2014 also reflected lower pension contributions. Net earnings in 2013 included significant favorable
non-cash market-based impacts and the related deferred tax effects. Operating cash flows in 2013 also reflected pension
contributions of $611 million and working capital improvements.
Net Cash Used in Investing Activities:
Net cash used in investing activities was $535 million in 2014, $426 million in 2013, and $422 million in 2012, comprised mainly of
capital expenditures. Our cash used in investing activities in 2013 also included the receipt of proceeds of $101 million from the
sale-leaseback of our headquarters facilities. We expect 2015 capital expenditures to be approximately $550 million to $600 million,
including capital expenditures required for our ongoing cost savings initiatives. We expect to fund these expenditures with cash
from operations.
Net Cash Used in Financing Activities:
Net cash used in financing activities was $1.9 billion in 2014, $1.2 billion in 2013, and $1.4 billion in 2012. Net cash used in 2014
and 2013 was comprised mainly of dividend payments. In addition, in 2014 we spent $740 million to repurchase shares of our
common stock under our share repurchase program, which was authorized by our Board of Directors in December 2013. The net
cash used in 2012 primarily related to $7.2 billion of net transfers to Mondelz International partially offset by the net proceeds we
received from our $6.0 billion debt issuance.
Total Debt:
Our total debt was $10.0 billion at December 27, 2014 and December 28, 2013. The weighted average remaining term of our debt
was 12.2 years at December 27, 2014. We have $1.4 billion of long-term debt maturing in the next 12 months that is classified as
current. Our long-term debt contains customary representations, covenants, and events of default. We were in compliance with all
covenants at December 27, 2014. We believe that cash on hand, cash flows from operations, and available short- and long-term
debt financing will be adequate to meet our contractual obligations.
On May 29, 2014, we entered into a new $3.0 billion five-year senior unsecured revolving credit facility that expires on May 29,
2019 unless extended. The credit facility enables us to borrow up to $3.0 billion, which may be increased by up to $1.0 billion in the
aggregate with the agreement of the lenders providing any increased commitments. All committed borrowings under the facility
bear interest at a variable annual rate based on the London Inter-Bank Offered Rate or a defined base rate, at our election, plus an
applicable margin based on the ratings of our long-term senior unsecured indebtedness. The credit facility requires us to maintain a
minimum total shareholders equity (excluding accumulated other comprehensive income or losses and any income or losses
recognized in connection with mark-to-market accounting in respect of pension and other retirement plans) of at least $2.4 billion
and also contains customary representations, covenants, and events of default. At December 27, 2014 and for the year ended
December 27, 2014, no amounts were drawn on this credit facility. The credit facility replaced our $3.0 billion five-year credit
agreement dated as of May 18, 2012. We expect to use the credit facility for general corporate purposes, including for working
capital purposes and to support our commercial paper issuances.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
We have no material off-balance sheet arrangements other than the guarantees and contractual obligations that are discussed
below.
As discussed in Note 11, Commitments and Contingencies , to the consolidated financial statements, we have third-party
guarantees primarily covering long-term obligations related to leased properties. The carrying amount of our third-party guarantees
was $22 million at December 27, 2014 and $24 million at December 28, 2013. The maximum potential payment under these
guarantees was $42 million at December 27, 2014 and $53 million at December 28, 2013. Substantially all of these guarantees
expire at various times through 2027.
In addition, we were contingently liable for guarantees related to our own performance totaling $87 million at December 27, 2014
and $86 million at December 28, 2013. These primarily include letters of credit related to dairy commodity purchases and other
letters of credit.
28
Guarantees have not had, and we do not expect them to have, a material effect on our liquidity.
Aggregate Contractual Obligations:
The following table summarizes our contractual obligations at December 27, 2014.
Payments Due
Total
2015
2016-17
2020 and
Thereafter
2018-19
(in millions)
(1)
Long-term debt
Interest expense (2)
Capital leases (3)
Operating leases (4)
Purchase obligations: (5)
Inventory and production costs
Other
Pension contributions (6)
Other long-term liabilities
Total
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(7)
10,046
6,683
38
427
2,242
735
2,977
995
2,045
23,211
1,401
441
7
106
1,578
313
1,891
195
198
4,239
1,002
824
12
147
664
287
951
400
425
3,761
1,037
727
7
90
98
98
400
401
2,760
6,606
4,691
12
84
37
37
1,021
12,451
Amounts represent the expected cash payments of our long-term debt and do not include unamortized bond premiums or discounts.
Amounts represent the expected cash payments of our interest expense on our long-term debt.
Amounts represent the expected cash payments of our capital leases, including the expected cash payments of interest expense of approximately $8
million on our capital leases.
Operating leases represent the minimum rental commitments under non-cancelable operating leases.
Purchase obligations for inventory and production costs (such as raw materials, indirect materials and supplies, packaging, co-manufacturing
arrangements, storage, and distribution) are commitments for projected needs to be utilized in the normal course of business. Other purchase
obligations include commitments for marketing, advertising, capital expenditures, information technology, and professional services. Arrangements are
considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure,
and approximate timing of the transaction. Any amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are
excluded from the table above.
We estimate that 2015 pension contributions would be approximately $195 million and approximately $200 million annually for the next four years
thereafter. We cannot reasonably estimate our contributions to our pension plans beyond 2019.
Other long-term liabilities primarily consist of estimated future benefit payments for our postretirement health care plans through 2024 of approximately
$2.0 billion. We are unable to reliably estimate the timing of the payments beyond 2024; as such, they are excluded from the above table. In addition,
the following long-term liabilities included on the consolidated balance sheet are excluded from the table above: income taxes, insurance accruals, and
other accruals. We are unable to reliably estimate the timing of the payments for these items. As of December 27, 2014, our total net liability for income
taxes, including uncertain tax positions and associated accrued interest and penalties, was $279 million. We currently estimate paying up to
approximately $187 million in the next 12 months related to our income tax obligations as of December 27, 2014.
Equity and Dividends

On December 17, 2013, our Board of Directors authorized a $3.0 billion share repurchase program with no expiration date. Under
the share repurchase program, we are authorized to repurchase shares of our common stock in the open market or in privately
negotiated transactions. The timing and amount of share repurchases are subject to management's evaluation of market
conditions, applicable legal requirements, and other factors. We are not obligated to repurchase any shares of our common stock
and may suspend the program at our discretion. As of December 27, 2014, we have repurchased approximately 13.1 million shares
in the aggregate for approximately $746 million under this program since its inception.
See Note 8, Stock Plans, to the consolidated financial statements for a discussion of our share-based equity programs.
29
Dividends:
We paid dividends of $1,266 million in 2014 and $1,207 million in 2013. No dividends were paid in 2012. On December 16, 2014,
our Board of Directors declared a cash dividend of $0.55 per share of common stock, which was paid on January 16, 2015 to
shareholders of record on December 26, 2014. In connection with this dividend, we recorded $324 million of dividends payable as
of December 27, 2014. The present annualized dividend rate is $2.20 per share of common stock. The declaration of dividends is
subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition,
cash requirements, future prospects, and other factors that our Board of Directors deems relevant to its analysis and decision
making.
Non-GAAP Financial Measures
To supplement our financial statements presented in accordance with U.S. GAAP, we present Organic Net Revenues, which is
considered a non-GAAP financial measure. We define Organic Net Revenues as net revenues excluding the impact of transactions
with Mondelz International, acquisitions, divestitures (including the termination of a full line of business due to the loss of a
licensing or distribution arrangement, and the complete exit of business out of a foreign country), currency and the 53 rd week of
shipments when it occurs. We calculate the impact of currency on net revenues by holding exchange rates constant at the previous
year's exchange rate. We believe that presenting Organic Net Revenues is useful because it (1) provides both management and
investors meaningful supplemental information regarding financial performance by excluding certain items, (2) permits investors to
view our performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate
our historical performance, and (3) otherwise provides supplemental information that may be useful to investors in evaluating us.
We believe that the presentation of Organic Net Revenues, when considered together with the corresponding U.S. GAAP financial
measure and the reconciliation to that measure, provides investors with additional understanding of the factors and trends affecting
our business than could be obtained absent these disclosures. Non-GAAP financial measures should be viewed in addition to, and
not as an alternative for, our results prepared in accordance with U.S. GAAP. In addition, the non-GAAP measures we use may
differ from non-GAAP measures used by other companies, and other companies may not define the non-GAAP measures we use
in the same way. A reconciliation of Organic Net Revenues to net revenues is set forth below.
2014 Compared to 2013
Net
Revenues
Sales to
Mondelz
International
Impact of
Currency
Organic
Net Revenues
(in millions)
Year Ended December 27, 2014

Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Total
Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Total
4,066
3,433
2,627
2,155
2,062
1,937
1,925
18,205
139
17
156
(45) $
(16)
(73)
(134) $
4,021
3,433
2,627
2,155
2,062
2,060
1,869
18,227
3,925
3,334
2,681
2,305
2,101
2,037
1,835
(51) $
(8)
(16)
(72)
3,874
3,334
2,681
2,305
2,093
2,021
1,763
18,218
(147) $
18,071
30
2013 Compared to 2012

Sales to
Mondelz
International
Impact of
Currency
Net
Revenues
Organic
Net Revenues
(in millions)

Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Total
Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Total
$
$
3,925
3,334
2,681
2,305
2,101
2,037
1,835
18,218
3,829
3,280
2,718
2,311
2,220
2,010
1,903
18,271
$
$
65
8
73
$
$
(51) $
(8)
(16)
(72)
(147) $
3,874
3,334
2,681
2,305
2,093
2,086
1,771
18,144
(12) $
(3)
(4)
(95)
(114) $
3,817
3,280
2,718
2,311
2,217
2,006
1,808
18,157
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

As we operate primarily in North America but source our commodities from global markets and periodically enter into financing or
other arrangements abroad, we use financial instruments to manage our primary market risk exposures, which are commodity
price, foreign currency exchange rate, and interest rate risks. We monitor and manage these exposures as part of our overall risk
management program. Our risk management program focuses on the unpredictability of financial markets and seeks to reduce the
potentially adverse effects that the volatility of these markets may have on our operating results. We maintain commodity price,
foreign currency, and interest rate risk management policies that principally use derivative instruments to reduce significant,
unanticipated earnings fluctuations that may arise from volatility in 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 crosshedge a commodity exposure. We are not a party to leveraged derivatives and, by policy, do not use financial instruments for
speculative purposes. Refer to Note 1, Summary of Significant Accounting Policies, and Note 10, Financial Instruments , to the
consolidated financial statements for further details of our commodity price, foreign currency, and interest rate risk management
policies and the types of derivative instruments we use to hedge those exposures.
Value at Risk:
We use a value at risk (VAR) computation to estimate: (1) the potential one-day loss in pre-tax earnings of our commodity price
and foreign currency-sensitive derivative financial instruments; and (2) the potential one-day loss in the fair value of our interest
rate-sensitive financial instruments. We included our debt, commodity futures, forwards and options, foreign currency forwards, and
interest rate swaps in our VAR computation. Excluded from the computation were anticipated transactions and foreign currency
trade payables and receivables which the financial instruments are intended to hedge.
We made the VAR estimates assuming normal market conditions, using a 95% confidence interval. We used a variance / covariance model to determine the observed interrelationships between movements in interest rates and various currencies. These
interrelationships were determined by observing interest rate and forward currency
31
rate movements over the prior quarter for the calculation of VAR amounts at December 27, 2014, and December 28, 2013, and
over each of the four prior quarters for the calculation of average VAR amounts during each year. The values of commodity options
do not change on a one-to-one basis with the underlying currency or commodity, and were valued accordingly in the VAR
computation.
As of December 27, 2014 and December 28, 2013, the estimated potential one-day loss in pre-tax earnings from our commodity
and foreign currency instruments and the estimated potential one-day loss in fair value of our interest rate-sensitive instruments, as
calculated in the VAR model, were (in millions):
Pre-Tax Earnings Impact
At 12/27/14
Instruments sensitive to:

Foreign currency rates
Commodity prices
Interest rates
1
9
Average
2
13
Fair Value Impact
High
Low
2
18
At 12/27/14
Average
Instruments sensitive to:

Foreign currency rates
Commodity prices
Interest rates
2
7
Average
2
7
49
Low
2
8
35
49
27
Fair Value Impact
High
Low
1
9
Pre-Tax Earnings Impact

At 12/28/13
High
At 12/28/13
Average
High
Low
2
7
$
32
46
71
32
This VAR computation is a risk analysis tool designed to statistically estimate the maximum probable daily loss from adverse
movements in commodity prices, foreign currency rates, and interest rates under normal market conditions. The computation does
not represent actual losses in fair value or earnings to be incurred by us, nor does it consider the effect of favorable changes in
market rates. We cannot predict actual future movements in such market rates and do not present these VAR results to be
indicative of future movements in such market rates or to be representative of any actual impact that future changes in market rates
may have on our future financial results.
32
Item 8. Financial Statements and Supplementary Data.

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 of Kraft Foods Group, Inc. and its subsidiaries at December 27, 2014 and December 28, 2013, and
the results of their operations and their cash flows for each of the three years in the period ended December 27, 2014 in conformity
with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement
schedule listed in the index appearing under Item 15(a) presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 27, 2014, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Company's management is responsible for these financial statements and financial statement schedule, for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the Report of Management on Internal Control over Financial Reporting appearing under Item 9A.
Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's
internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective
internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed 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. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ P RICEWATERHOUSE C OOPERS LLP
Chicago, Illinois
February 19, 2015
33

Consolidated Statements of Earnings
(in millions of U.S. dollars, except per share data)
For the Years Ended
December 27,
2014
Net revenues
Cost of sales
Gross profit
Selling, general and administrative expenses
Asset impairment and exit costs
Operating income
Interest and other expense, net
Royalty income from Mondelz International
Earnings before income taxes
Provision for income taxes
Net earnings
Per share data:
Basic earnings per share
Dividends declared
December 28,
2013
18,205 $
13,360
4,845
2,956
(1)
1,890
(484)
1,406
363
1,043
$
$
$
1.75
1.74
2.15
18,218 $
11,395
6,823
2,124
108
4,591
(501)
18,271
12,499
5,772
2,961
141
2,670
(258)
41
4,090
1,375
2,715
2,453
811
1,642
$
$
$
4.55
4.51
2.05
$
$
$
2.77
2.75
0.50
See accompanying notes to the consolidated financial statements.

34
December 29,
2012

Consolidated Statements of Comprehensive Earnings
(in millions of U.S. dollars)
For the Years Ended

December 27,
2014
Net earnings
Other comprehensive (losses) / earnings:
Currency translation adjustment
Postemployment benefits:
Prior service credits arising during the period
Amortization of prior service credits and other amounts reclassified from
accumulated other comprehensive losses
Tax (expense) / benefit
Derivatives accounted for as hedges:
Net derivative gains / (losses)
Amounts reclassified from accumulated other comprehensive losses
Tax (expense) / benefit
Total other comprehensive losses
Comprehensive earnings
1,043
2,715
December 29,
2012
1,642
(91)
(68)
36
58
31
(20)
(14)
(22)
(3)
(6)
2
90
(84)
(2)
(63)
980 $
35
December 28,
2013
33
4
(14)
(39)
2,676 $
(322)
112
80
(98)
1,544

Consolidated Balance Sheets
December 28,
2013
December 27,
2014
ASSETS
Cash and cash equivalents
Receivables (net of allowances of $21 in 2014 and $26 in 2013)
Inventories
Deferred income taxes
Other current assets
Total current assets
Property, plant and equipment, net
Goodwill
Intangible assets, net
Other assets
TOTAL ASSETS
1,293
1,080
1,775
384
259
4,791
4,192
11,404
2,234
326
22,947
1,686
1,048
1,616
360
198
4,908
4,115
11,505
2,229
391
23,148
LIABILITIES
Current portion of long-term debt
Accounts payable
Accrued marketing
Accrued employment costs
Dividends payable
Accrued postretirement health care costs
Other current liabilities
Total current liabilities
Long-term debt
Deferred income taxes
Accrued pension costs
Accrued postretirement health care costs
Other liabilities
TOTAL LIABILITIES
Commitments and Contingencies (Note 11)
EQUITY
Common stock, no par value (5,000,000,000 shares authorized; 601,402,816 shares issued
at December 27, 2014 and 596,843,449 at December 28, 2013)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive losses
Treasury stock, at cost
TOTAL EQUITY
TOTAL LIABILITIES AND EQUITY

36
1,405
1,537
511
163
324
192
641
4,773
8,627
340
1,105
3,399
338
4
1,548
685
184
313
197
479
3,410
9,976
662
405
3,080
428
18,582
17,961
4,678
1,045
(562)
(796)
4,365
22,947 $
4,434
1,281
(499)
(29)
5,187
23,148

Consolidated Statements of Equity
(in millions of U.S. dollars, except per share data)
Common
Stock
Balance at December 31, 2011

Comprehensive earnings / (losses):
Net earnings
Other comprehensive losses, net of
income taxes
Consummation of spin-off transaction
on October 1, 2012
Net transfers to / from Mondelz
International
Exercise of stock options, issuance of
other stock awards, and other
Dividends declared ($0.50 per share)
Net earnings
income taxes
Net earnings
income taxes
Repurchase of common stock under
share repurchase program
Additional
Paid-in
Capital
Parent
Company
Investment
16,713
Accumulated
Other
Comprehensive
Losses
Retained
Earnings
/ (Deficit)
Treasury
Stock
(125) $
Total
Equity
$ 16,588
1,642
1,552
90
(98)
(98)
4,208
(7,670)
(233)
(3,695)
(10,595)
(4)
(10,599)
32
4,240
(296)
(206) $
2,715
194
4,434
(1,228)
$ 1,281 $
1,043
244
4,678
(2)
30
(296)
(2) $ 3,572
(39)
(499) $
2,715
(39)
(27)
167
(1,228)
(29) $ 5,187
(63)
(63)
(21)
223
(746)
(1,279)
$ 1,045
37
(460) $
(562) $
1,043
(746)
(1,279)
(796) $ 4,365

Consolidated Statements of Cash Flows
For the Years Ended

December 27,
2014
CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES

Net earnings
Adjustments to reconcile net earnings to operating cash flows:
Depreciation and amortization
Stock-based compensation expense
Deferred income tax provision
Asset impairments
Other non-cash expense, net
Change in assets and liabilities:
Receivables, net
Inventories
Accounts payable
Other current assets
Change in pension and postretirement assets and liabilities, net
Net cash provided by operating activities
CASH (USED IN) / PROVIDED BY INVESTING ACTIVITIES
Capital expenditures
Proceeds from sale of property, plant and equipment
Other investing activities
Net cash used in investing activities
CASH (USED IN) / PROVIDED BY FINANCING ACTIVITIES
Dividends paid
Repurchase of common stock under share repurchase program
Proceeds from stock option exercises
Long-term debt proceeds
Net transfers to Mondelz International
Other financing activities
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents:
(Decrease) / increase
Balance at beginning of period
Balance at end of period
Cash paid:
Interest
Income taxes
$
$
1,043
2,715
December 29,
2012
1,642
385
95
(361)
1,341
67
393
65
708
28
(1,561)
138
428
54
470
28
223
159
(22)
(53)
45
(41)
(164)
(315)
2,020
35
235
45
(9)
(217)
(532)
2,043
220
21
(241)
(61)
205
(113)
3,035
(535)
2
(2)
(535)
(557)
131
(426)
(440)
18
(422)
(1,266)
(740)
115
25
(1,866)
(12)
(1,207)
96
(60)
(1,171)
(15)
14
5,963
(7,210)
(125)
(1,358)
431
1,255
1,686
1,255
1,255
481
799
$
$
152
236
(393)
1,686
1,293 $
487
745

38
December 28,
2013
$
$

Note 1. Summary of Significant Accounting Policies
Description of Business:
Kraft Foods Group, Inc. (Kraft Foods Group, we, us, and our) manufactures and markets food and beverage products,
including cheese, meats, refreshment beverages, coffee, packaged dinners, refrigerated meals, snack nuts, dressings, and other
grocery products, primarily in the United States and Canada. Our product categories span breakfast, lunch, and dinner meal
occasions.
On October 1, 2012, Mondelz International, Inc. (Mondelz International, formerly known as Kraft Foods Inc.) created us as an
independent public company through a spin-off of its North American grocery business to Mondelz Internationals shareholders
(the Spin-Off). Mondelz International distributed 592 million shares of Kraft Foods Group common stock to Mondelz
Internationals shareholders. Holders of Mondelz International common stock received one share of Kraft Foods Group common
stock for every three shares of Mondelz International common stock held on September 19, 2012.
Principles of Consolidation:
The consolidated financial statements include Kraft Foods Group, as well as our wholly-owned subsidiaries. All intercompany
transactions are eliminated. Our period end date for financial reporting purposes is the last Saturday of the fiscal year, which aligns
with the financial close dates of our operating segments.
Prior to the Spin-Off on October 1, 2012, our financial statements were prepared on a stand-alone basis and were derived from the
consolidated financial statements and accounting records of Mondelz International. Our financial statements included certain
expenses of Mondelz International that 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
incentives, and stock-based compensation. These expenses were allocated in our historical results of operations on the basis of
direct usage when identifiable, with the remainder allocated on the basis of revenue, operating income, or headcount. We consider
the expense allocation methodology and results to be reasonable for all periods presented. However, these allocations were not
necessarily indicative of the actual expenses we would have incurred as an independent public company or of the costs we will
incur in the future, and may differ substantially from the allocations we agreed to in the various separation agreements.
Use of Estimates:
We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make accounting policy
elections, estimates, and assumptions that affect a number of amounts in our consolidated financial statements. We base our
estimates on historical experience and other assumptions that we believe are reasonable. If actual amounts differ from estimates,
we include the revisions in our consolidated results of operations in the period the actual amounts become known. Historically, the
aggregate differences, if any, between our estimates and actual amounts in any year have not had a material effect on our
consolidated financial statements.
Cash and Cash Equivalents:
Cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or
less.
Inventories:
Inventories are stated at the lower of cost or market. We value all our inventories using the average cost method.
Long-Lived Assets:
Property, plant and equipment are stated at historical cost and depreciated by the straight-line method over the estimated useful
lives of the assets. Machinery and equipment are depreciated over periods ranging from 3 to 20 years and buildings and
improvements over periods up to 40 years . Capitalized software costs are included in property, plant and equipment and amortized
on a straight-line basis over the estimated useful lives of the software, which do not exceed seven years .
We review long-lived assets for impairment when conditions exist that indicate the carrying amount of the assets may not be fully
recoverable. Such conditions 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
39
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 assets held for use, we group assets and liabilities 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 assets to be disposed of, if any, are based on the estimated proceeds to be received,
less costs of disposal.
Goodwill and Intangible Assets :
event occurs. The first step of the goodwill impairment test compares the reporting units estimated fair value with its carrying value.
We estimate a reporting units fair value using planned growth rates, market-based discount rates, estimates of residual value, and
estimates of market multiples. If the carrying value of a reporting units net assets exceeds its fair value, the second step would be
applied to measure the difference between the carrying value and implied fair value of goodwill. If the carrying value of goodwill
exceeds its implied fair value, the goodwill would be considered impaired and would be reduced to its implied fair value.
We test indefinite-lived intangible assets for impairment by comparing the fair value of each intangible asset with its carrying value.
Fair value of indefinite-lived intangible assets is determined using planned growth rates, market-based discount rates, and
estimates of royalty rates. If the carrying value exceeds fair value, the intangible asset would be considered impaired and would be
reduced to fair value.
Estimating the fair value of individual reporting units or intangible assets requires us to make assumptions and estimates regarding
our future plans, as well as industry and economic conditions. These assumptions and estimates include projected revenues and
income, interest rates, cost of capital, royalty rate, and tax rates.
Insurance and Self-Insurance:
We use a combination of insurance and self-insurance for a number of risks, including workers' compensation, general liability,
automobile liability, product liability, and our obligation for employee health care benefits. We estimate the liabilities associated with
these risks by considering historical claims experience and other actuarial assumptions.
Revenue Recognition:
We recognize revenues when title and risk of loss pass to our customers. We record revenues net of consumer incentives and
trade promotions and include all shipping and handling charges billed to customers. We also record provisions for estimated
product returns and customer allowances as reductions to revenues within the same period that the revenue is recognized. We
base these estimates principally on historical and current period experience, however, it is reasonably likely that actual experiences
will vary from the estimates we make.
Marketing and Research and Development:
We promote our products with advertising and consumer promotions, consumer incentives, and trade promotions. Consumer
incentives and trade promotions include, but are not limited to, discounts, coupons, rebates, in-store display incentives, and
volume-based incentives. Consumer incentive and trade promotion activities are recorded as a reduction to revenues based on
amounts estimated as being due to customers and consumers at the end of a period. We base these estimates principally on
historical utilization and redemption rates.
For interim reporting purposes, we charge advertising and consumer promotion expenses to operations as a percentage of volume,
based on estimated volume and related expense for the full year. We review and adjust these estimates each quarter based on
actual experience and other information. Advertising expense was $652 million in 2014, $747 million in 2013, and $640 million in
2012. We record marketing expense in selling, general and administrative expense, except for consumer incentives and trade
promotions, which are recorded in net revenues.
We expense costs as incurred for product research and development within selling, general and administrative expenses. Research
and development expense was $149 million in 2014, $142 million in 2013, and $143 million in 2012. The amounts disclosed in prior
periods have been revised to exclude market-based impacts to postemployment benefit plans and certain other costs that are not
directly associated with our research and development activities. The impacts of these revisions to the disclosure were not material
to any prior period.
40
Environmental Costs:
We are subject to various laws and regulations in the United States and Canada relating to the protection of the environment. We
accrue for environmental remediation obligations on an undiscounted basis when amounts are probable and can be reasonably
estimated. The accruals are adjusted based on new information or as circumstances change. We record recoveries of
environmental remediation costs from third parties as assets when we believe these amounts are receivable. As of December 27,
2014, we were involved in 56 active proceedings in the United States under the Comprehensive Environmental Response,
Compensation and Liability Act (and other similar state actions and legislation) related to our current operations and certain closed,
inactive or divested operations for which we retain liability.
As of December 27, 2014, we had accrued an amount we deemed appropriate for environmental remediation. Based on
information currently available, we believe that the ultimate resolution of existing environmental remediation actions and our
compliance in general with environmental laws and regulations will not have a material effect on our financial condition or results
from operations. However, we cannot quantify with certainty the potential impact of future compliance efforts and environmental
remediation actions.
Postemployment Benefit Plans:
We provide a range of benefits to our eligible employees and retirees. These include defined benefit pension, postretirement health
care, defined contribution, and multiemployer pension and medical benefits. Our pension, postretirement, and other
postemployment (collectively, postemployment) benefit plans cover most salaried and certain hourly employees. The cost of these
plans is charged to expense over the working life of the covered employees.
We account for defined benefit costs using a mark-to-market policy. Under this accounting method, we recognize net actuarial
gains or losses and changes in the fair value of plan assets in cost of sales and selling, general and administrative expenses
immediately upon remeasurement, which is at least annually.
Financial Instruments:
As we operate primarily in North America but source our commodities on global markets and periodically enter into financing or
other arrangements abroad, 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 volatility of these markets may have on our operating results.
One way we do this is through actively hedging our risks through the use of derivative instruments. As a matter of policy, we do not
use highly leveraged derivative instruments, nor do we use financial instruments for speculative purposes.
Derivatives are recorded on our consolidated balance sheets at fair value, which fluctuates based on changing market conditions.
Certain derivatives are designated as cash flow hedges and qualify for hedge accounting treatment, while others do not qualify and
are marked to market through earnings. For cash flow hedges, changes in fair value are deferred in accumulated other
comprehensive earnings / (losses) within equity until the underlying hedged items are recognized in net earnings. Accordingly, we
record deferred cash flow hedge gains or losses in cost of sales when the related inventory is sold and in interest and other
expense, net, when the related debt interest expense is recorded. Cash flows from derivative instruments are also classified in the
same manner as the underlying hedged items in the consolidated statement of cash flows. For additional information on derivative
activity within our operating results, see Note 10, Financial Instruments .
To qualify for hedge accounting, a specified level of hedging effectiveness between the hedging instrument and the item being
hedged must be achieved at inception and maintained throughout the hedged period. Any hedging ineffectiveness is recognized in
net earnings when the change in the value of the hedge does not offset the change in the value of the underlying hedged item. We
formally document our risk management objectives, strategies for undertaking the various hedge transactions, the nature of and
relationships between the hedging instruments and hedged items, and method for assessing hedge effectiveness. Additionally, for
qualified hedges of forecasted transactions, we specifically identify the significant characteristics and expected terms of the
forecasted transactions. If it becomes probable that a forecasted transaction will not occur, the hedge will no longer be effective and
all of the derivative gains or losses would be recognized in earnings in the current period.
Unrealized gains and losses on our derivatives not designated as hedging instruments as well as the ineffective portion of
unrealized gains and losses on our derivatives designated as hedging instruments, are recorded in
41
Corporate until realized. Once realized, the gains and losses are recorded within the applicable segment operating results.
When we use financial instruments, we are exposed to credit risk that a counterparty might fail to fulfill its performance obligations
under the terms of our agreement. We minimize our credit risk by entering into transactions with counterparties with investment
grade credit ratings, limiting the amount of exposure we have with each counterparty, and monitoring the financial condition of our
counterparties. We also maintain a policy of requiring that all significant, non-exchange traded derivative contracts with a duration
of greater than one 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 by incorporating monitoring parameters within our risk
management strategy that limit the types of derivative instruments and derivative strategies we use and the degree of market risk
that we hedge with derivative instruments.
Commodity cash flow hedges We are exposed to price risk related to forecasted purchases of certain commodities that we
primarily use as raw materials. We enter into commodity forward contracts primarily for coffee beans, meat products, sugar, wheat,
and dairy products. Commodity forward contracts generally are not subject to the accounting requirements for derivative
instruments and hedging activities under the normal purchases exception. We also use commodity futures and options to hedge the
price of certain commodity costs, including dairy products, coffee beans, meat products, wheat, corn products, soybean oils, sugar,
and natural gas. Some of these derivative instruments are highly effective and qualify for hedge accounting treatment. We also sell
commodity futures to unprice future purchase commitments, and we occasionally use related futures to cross-hedge a commodity
exposure.
Foreign currency cash flow hedges We use various financial instruments to mitigate our exposure to changes in exchange rates
from third-party and intercompany actual and forecasted transactions. These instruments may include forward foreign exchange
contracts and foreign currency options. We primarily use these instruments to hedge our exposure to the Canadian dollar.
Substantially all of these derivative instruments are highly effective and qualify for hedge accounting treatment.
Interest rate cash flow hedges We use derivative instruments, including interest rate swaps, as part of our interest rate risk
management strategy. We primarily use interest rate swaps to hedge the variability of interest payment cash flows on a portion of
our future debt obligations. Substantially all of these derivative instruments are highly effective and qualify for hedge accounting
treatment.
Income Taxes:
We recognize income taxes based on amounts refundable or payable for the current year and record deferred tax assets or
liabilities for any difference between U.S. GAAP accounting and tax reporting. We also recognize deferred tax assets for temporary
differences, operating loss carryforwards, and tax credit carryforwards. Inherent in determining our annual tax rate are judgments
regarding business plans, planning opportunities, and expectations about future outcomes. Realization of certain deferred tax
assets, primarily net operating loss and other carryforwards, is dependent upon generating sufficient taxable income in the
appropriate jurisdiction prior to the expiration of the carryforward periods. See Note 12, Income Taxes , for additional information.
We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, we recognize
the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. Future changes
in judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the quarter of such change.
New Accounting Pronouncements:
In April 2014, the Financial Accounting Standards Board (the "FASB") issued an accounting standard update ("ASU") that modified
the criteria for reporting the disposal of a component of an entity as discontinued operations. In addition, the ASU requires
additional disclosures about discontinued operations. The ASU will be effective for all disposals of components of an entity that
occur during our fiscal year 2015 and thereafter. We do not expect the adoption of this guidance to have a material impact on our
financial statements and related disclosures.
In May 2014, the FASB issued an ASU that supersedes existing revenue recognition guidance. Under the new ASU, an entity will
apply a principles-based five step model to recognize revenue upon the transfer of promised goods or services to customers and in
an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The
ASU will be effective beginning in the first quarter of our fiscal year
42
2017. Early adoption is not permitted. We are currently evaluating the impact that this ASU will have on our financial statements
and related disclosures.
Note 2. Inventories
Inventories at December 27, 2014 and December 28, 2013 were:
December 28,
2013
December 27,
2014
(in millions)
Raw materials
Work in process
Finished product
Inventories
481
296
998
1,775
453
294
869
1,616
Note 3. Property, Plant and Equipment

Property, plant and equipment at December 27, 2014 and December 28, 2013 were:
December 27,
2014
December 28,
2013
(in millions)
Land
Buildings and improvements
Machinery and equipment
Construction in progress
Accumulated depreciation
Property, plant and equipment, net
79 $
1,881
5,619
464
8,043
(3,851)
4,192
72
1,806
5,584
360
7,822
(3,707)
4,115
In 2013, we sold and leased back two of our headquarters facilities for a loss of approximately $36 million . We received net
proceeds of $101 million in connection with the sales.
Note 4. Goodwill and Intangible Assets
Goodwill by reportable segment at December 27, 2014 and December 28, 2013 was:
December 27,
2014
December 28,
2013
(in millions)
Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Goodwill
3,000
985
1,290
1,572
2,644
1,051
862
11,404
3,000
985
1,290
1,572
2,644
1,141
873
11,505
The change in Goodwill during 2014 of $101 million reflects the impact of foreign currency.
Intangible assets consist primarily of indefinite-lived trademarks. Amortizing intangible assets were insignificant in both periods
presented.
event occurs. There were no impairments of goodwill or intangible assets in 2014, 2013, or 2012. During our annual 2014 indefinitelived intangible asset impairment test, we noted that a $958 million trademark and
43
a $261 million trademark within our Enhancers business had excess fair values over their carrying values of less than 20% . While
these trademarks passed the 2014 impairment test, if our projections of future operating income were to decline, or if valuation
factors outside of our control, such as discount rates, change unfavorably, the estimated fair value of one or both of these
trademarks could be adversely affected, leading to a potential impairment in the future.
Note 5. Cost Savings Initiatives
Cost savings initiatives are related to reorganization activities including severance, asset disposals, and other activities. Included
within cost savings initiatives are activities related to the previously disclosed multi-year restructuring program (the "Restructuring
Program"), which we completed as of December 27, 2014.
Total Cost Savings Initiatives Expenses:
We recorded expenses related to our cost savings initiatives in the consolidated financial statements as follows:
For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Restructuring costs - Asset impairment and exit costs

Implementation costs - Cost of sales
Implementation costs - Selling, general and administrative expenses
Spin-Off transition costs - Selling, general and administrative expenses
Other cost savings initiatives expenses - Cost of sales
Other cost savings initiatives expenses - Selling, general and administrative
expenses
(1) $
12
4
49
43
107
108
77
65
32
8
290
141
97
34
31
303
Cost Savings Initiatives Expenses by Segment:

During 2014, 2013, and 2012, we recorded cost savings initiatives expenses within segment operating income as follows:
For the Year Ended December 27, 2014
Restructuring Program
Restructuring
Costs
Other Cost
Savings
Initiatives
Expenses
Spin-Off
Transition
Costs
Implementation
Costs
Total
(in millions)
Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Corporate expenses
Total
1 $
(2)
(1) $
44
6
2
1
2
12
4
4
12
29
9
28
8
2
3
1
92
19
31
8
30
8
3
3
5
107

Restructuring
Costs
Other Cost
Savings
Initiatives
Expenses
Spin-Off
Transition
Costs
Implementation
Costs
Total
(in millions)
Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Corporate expenses
Total
26
18
19
14
12
10
9
108
62
17
22
12
12
7
10
142
32
32
8
8
88
35
41
26
24
17
19
40
290

Restructuring
Costs
Other Cost
Savings
Initiatives
Expenses
Spin-Off
Transition
Costs
Implementation
Costs
Total
(in millions)
Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Corporate expenses
Total
26
19
44
15
17
9
11
141
72
11
19
9
8
5
7
131
31
31
98
30
63
24
25
14
18
31
303
Restructuring Program:
Our Restructuring Program included the following:
Restructuring costs that qualified for special accounting treatment as exit or disposal activities.
Implementation costs that were directly attributable to the Restructuring Program, but did not qualify for special accounting
treatment as exit or disposal activities. These costs primarily related to reorganization costs associated with our sales
function, our information systems infrastructure, and accelerated depreciation on assets.
Transition costs related to the Spin-Off. The Spin-Off transition costs were not allocated to the segments because they
consisted mostly of professional service fees within our finance, legal, and information systems functions.
At December 27, 2014, we incurred Restructuring Program costs of $600 million since the inception of the Restructuring Program.
We spent $291 million in cash. We spent cash related to our Restructuring Program of $30 million in 2014, $150 million in 2013,
and $111 million in 2012. We did not incur any non-cash costs in 2014. We incurred non-cash costs of $157 million in 2013 and
$151 million in 2012.
45
Restructuring Costs Liability:

At December 27, 2014, the restructuring costs liability balance within other current liabilities was as follows:
Severance
and Related
Costs
(in millions)
Liability balance, December 28, 2013

Restructuring costs
Cash spent on restructuring costs
Foreign exchange
Liability balance, December 27, 2014
19
(1)
(12)
(1)
5
Note 6. Debt
Borrowing Arrangements:
On May 29, 2014, we entered into a new $3.0 billion five-year senior unsecured revolving credit facility that expires on May 29,
2019 unless extended. The credit facility enables us to borrow up to $3.0 billion , which may be increased by up to $1.0 billion in the
aggregate with the agreement of the lenders providing any increased commitments. All committed borrowings under the facility
bear interest at a variable annual rate based on the London Inter-Bank Offered Rate or a defined base rate, at our election, plus an
applicable margin based on the ratings of our long-term senior unsecured indebtedness. The credit facility requires us to maintain a
minimum total shareholders equity (excluding accumulated other comprehensive income or losses and any income or losses
recognized in connection with mark-to-market accounting in respect of pension and other retirement plans) of at least $2.4 billion
and also contains customary representations, covenants, and events of default. At December 27, 2014 and for the year ended
December 27, 2014, no amounts were drawn on this credit facility. The credit facility replaced our $3.0 billion five-year credit
agreement dated as of May 18, 2012.
Long-Term Debt:
Our long-term debt consists of the following at December 27, 2014 and December 28, 2013:
December 27,
2014
December 28,
2013
Maturity Date
Fixed Interest
Rate
Payment Period
(in millions)
Senior unsecured notes

Capital lease obligations
Other
Total debt
Current portion of long-term debt
Total long-term debt
1,000
400
1,000
1,035
900
2,000
878
787
2,000
30
2
1,000
400
1,000
1,035
900
2,000
878
787
2,000
31
(51)
10,032
(1,405)
8,627 $
9,980
(4)
9,976
46
June 4, 2015
June 15, 2015
June 5, 2017
August 23, 2018
February 10, 2020
June 6, 2022
January 26, 2039
February 9, 2040
June 4, 2042
1.625%
7.550%
2.250%
6.125%
5.375%
3.500%
6.875%
6.500%
5.000%
Semiannually
Semiannually
Semiannually
Semiannually
Semiannually
Semiannually
Semiannually
Semiannually
Semiannually
At December 27, 2014, aggregate maturities of our long-term debt were (in millions):
$
2015
2016
2017
2018
2019
Thereafter
1,406
6
1,006
1,039
3
6,616
Our long-term debt contains customary representations, covenants, and events of default. We were in compliance with all
covenants at December 27, 2014.
Fair Value of Our Debt:
At December 27, 2014, the aggregate fair value of our total debt was $11.0 billion as compared with the carrying value of $10.0
billion . We determined the fair value of our long-term debt using Level 1 quoted prices in active markets for the publicly traded debt
obligations.
Interest and Other Expense, Net:
Interest and other expense, net was $484 million in 2014, $501 million in 2013, and $258 million in 2012. Other expense within
interest and other expense, net was insignificant for all periods presented.
Note 7. Capital Stock
Our Amended and Restated Articles of Incorporation authorize the issuance of up to 5.0 billion shares of common stock and 500
million shares of preferred stock.
Shares of common stock issued, in treasury and outstanding were:
Shares
Issued
Consummation of Spin-Off on October 1, 2012

Exercise of stock options, issuance of other stock awards and other
Shares of common stock repurchased
592,257,298
526,398
592,783,696
4,059,753
596,843,449
4,559,367
601,402,816
Treasury
Shares
(19,988)
(19,988)
(589,011)
(608,999)
(13,073,863)
(388,010)
(14,070,872)
Shares
Outstanding
592,257,298
506,410
592,763,708
3,470,742
596,234,450
(13,073,863)
4,171,357
587,331,944
At December 27, 2014, we had approximately 0.3 million shares of restricted stock outstanding that were issued to current and
former employees. There were no preferred shares issued or outstanding at December 27, 2014, December 28, 2013 or December
29, 2012.
On December 17, 2013, our Board of Directors authorized a $3.0 billion share repurchase program with no expiration date. Under
the share repurchase program, we are authorized to repurchase shares of our common stock in the open market or in privately
negotiated transactions. The timing and amount of share repurchases are subject to management's evaluation of market
conditions, applicable legal requirements, and other factors. We are not obligated to repurchase any shares of our common stock
and may suspend the program at our discretion. In 2014, we repurchased approximately 13.1 million shares in the aggregate for
approximately $746 million under this program. Approximately $6 million of the $746 million was accrued at December 27, 2014
and settled in the subsequent month. No shares were repurchased under this program in 2013.
47
Note 8. Stock Plans

Under 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, and restricted stock units (RSUs) as well as performance based longterm incentive awards (Performance Shares). In addition, we may grant shares of our common stock to members of the Board of
Directors who are not our full-time employees under the 2012 Plan. We are authorized to issue a maximum of 72.0 million shares of
our common stock under the 2012 Plan. Stock options and stock appreciation rights granted under the plan reduce the authorized
shares available for issue at a ratio of one share per award granted. All other awards granted, such as restricted stock, RSUs, and
Performance Shares, reduce the authorized shares available for issue at a ratio of three shares per award granted. At
December 27, 2014, there were 32,293,456 shares available to be granted under the 2012 Plan. All stock awards are issued to
employees from authorized shares of common stock.
Stock Options:
Stock options are granted with an exercise price equal to the market value of the underlying stock on the grant date, generally
become exercisable in three annual installments beginning on the first anniversary of the grant date, and have a maximum term of
ten years .
We account for our employee stock options under the fair value method of accounting using a modified Black-Scholes methodology
to measure stock option expense at the grant date. The grant date fair value is amortized to expense over the vesting period. We
recorded compensation expense related to stock options of $18 million in 2014, $18 million in 2013, and $5 million in 2012
subsequent to the Spin-Off. The deferred tax benefit recorded related to this compensation expense was $6 million in 2014, $6
million in 2013, and $2 million in 2012. The unamortized compensation expense related to our outstanding stock options was $15
million at December 27, 2014 and is expected to be recognized over a weighted average period of two years . Our weighted
average Black-Scholes fair value assumptions were as follows:
Risk-Free
Interest Rate
Kraft Foods Group grants

2014
2013
Mondelz International grants
2012
Expected
Volatility
Expected Life
Expected
Dividend Yield
Grant Date
Fair Value
1.84%
1.04%
6 years
6 years
19.33%
19.40%
3.57% $
4.26% $
6.16
4.41
1.16%
6 years
20.13%
3.08% $
4.78
The risk-free interest rate represents the constant maturity U.S. government treasuries rate with a remaining term equal to the
expected life of the options. The expected life is the period over which our employees are expected to hold their options. Due to the
lack of historical data, we use the Safe Harbor method which uses the weighted average vesting period and the contractual term of
the options to calculate the expected life. Volatility reflects a blended approach which uses historical movements in our stock price
and in our peer group for a period commensurate with the expected life of the options. Dividend yield is estimated over the
expected life of the options based on our stated dividend policy.
The stock option awards granted in 2012 were prior to the Spin-Off. Therefore, we estimated the value of those awards based on
Mondelz Internationals share price and assumptions.
A summary of stock option activity related to our shares for both our and Mondelz International employees for the year ended
December 27, 2014 is presented below. Stock option activity for the year ended December 27, 2014 was:
Options
Outstanding

Options granted
Options exercised
Options canceled
Exercisable at December 27, 2014
16,320,655 $
2,601,423
(3,610,773)
(441,139)
14,870,166
9,666,165
48
Weighted
Average
Exercise Price
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
35.26
55.26
32.08
44.39
39.26
7 years $
367 million
34.02
6 years $
289 million
All awards granted prior to the Spin-Off have been adjusted to reflect the conversion as of the Spin-Off. With respect to the
Mondelz International stock options granted prior to the Spin-Off, the converted options retained the vesting schedule and
expiration date of the original stock options.
The total intrinsic value of our stock options exercised was $93 million in 2014, $69 million in 2013, and $8 million in 2012
subsequent to the Spin-Off. Cash received from options exercised was $115 million in 2014, $96 million in 2013, and $15 million in
2012. The incremental tax benefit realized for the tax deductions from the option exercises totaled $22 million in 2014, $20 million in
2013, and $1 million in 2012.
Restricted Stock, RSUs, and Performance Shares:
We may grant shares of restricted stock or RSUs to eligible employees and directors, giving them, in most instances, all of the
rights of shareholders, except that they may not sell, assign, pledge, or otherwise encumber the shares. Shares of restricted stock
and RSUs granted to employees are subject to forfeiture if certain employment conditions are not met. Restricted stock and RSUs
generally vest on the third anniversary of the grant date.
Performance Shares vest based on varying performance, market, and service conditions. Our Performance Shares pay accrued
dividends at the time of vesting. Shares granted in connection with Mondelz Internationals long-term incentive plan prior to the
Spin-Off do not pay dividends. The unvested shares have no voting rights.
The grant date fair value of the restricted stock, RSUs, and Performance Shares is amortized to earnings over the restriction period.
We recorded compensation expense related to restricted stock, RSUs, and Performance Shares of $77 million in 2014, $47 million
in 2013, and $11 million in 2012 subsequent to the Spin-Off. The deferred tax benefit recorded related to this compensation
expense was $28 million in 2014, $17 million in 2013, and $4 million in 2012. The unamortized compensation expense related to
our restricted stock, RSUs, and Performance Shares was $97 million at December 27, 2014 and is expected to be recognized over
a weighted average period of two years .
Our restricted stock, RSU, and Performance Share activity for the year ended December 27, 2014 was:
Number
of Shares

Granted
Vested
Forfeited
4,149,797 $
1,697,965
(1,424,627)
(365,483)
4,057,652
Weighted Average
Grant Date Fair
Value Per Share
44.99
57.49
36.49
51.52
52.62
In February 2014, as part of our equity compensation program:
We granted 0.5 million RSUs with a grant date fair value of $55.17 per share.
We granted 0.8 million Performance Shares with a grant date fair value of $59.97 per share. These awards measure
performance over a multi-year period, during which the employee may earn shares based on internal financial metrics and
the performance of our stock relative to a defined peer group. We measured the grant date fair value using the Monte Carlo
simulation model, which assists in estimating the probability of achieving the market conditions stipulated in the award
grant.
We granted 0.1 million additional Performance Shares with a weighted average grant date fair value of $34.37 per share
(based on the original 2011 award date), which vested immediately. We granted these shares based on the final business
performance rating for the 2011-2013 award cycle. These shares were adjusted and converted into new equity awards
using a formula designed to preserve the value of the awards immediately prior to the Spin-Off.
Also during 2014, we granted 0.3 million off-cycle RSUs and Performance Shares with a weighted average grant date fair value
per share of $56.80 .
During 2014, 1.4 million shares of restricted stock, RSUs, and Performance Shares vested with an aggregate fair value of $79
million .
Prior to the Spin-Off, our employees participated in various Mondelz International stock-based compensation plans. As such, we
were allocated stock-based compensation expense of $39 million in 2012 associated with these
49
plans. In connection with the Spin-Off, we were required to reimburse Mondelz International for their stock awards that were
granted to our employees, and Mondelz International was required to reimburse us for our stock awards that were granted to their
employees. We settled the net amount we owed for this reimbursement of $55 million in March 2013.
Note 9. Postemployment Benefit Plans
We provide a range of benefits to our employees and retirees. These include pension benefits, postretirement health care benefits,
and other postemployment benefits, as follows:
Pension benefits We provide pension coverage to certain U.S. and non-U.S. employees through separate plans. Local
statutory requirements govern many of these plans. Salaried and non-union hourly employees hired prior to 2009 in the
U.S. and 2011 in Canada are eligible to participate in our pension plans. We will freeze U.S. pension plans for U.S. salaried
and non-union hourly employees who are currently earning pension benefits as of December 31, 2019 and non-U.S.
pension plans for non-U.S. salaried and non-union hourly employees who are currently earning pension benefits as of
December 31, 2023. We will calculate the pension benefits using the continuing pay and service through December 31,
2019 for the U.S. plans and December 31, 2023 for the non-U.S. plans. The pension benefits of our unionized workers are
in accordance with the applicable collective bargaining agreement covering their employment.
Postretirement benefits Our U.S. and Canadian subsidiaries provide health care and other postretirement benefits to most
retirees. U.S. salaried and non-union hourly employees hired prior to 2004 and non-U.S. salaried and non-union hourly
employees hired prior to 2007 are eligible to participate in our U.S. postretirement benefit plans. The postretirement
benefits of our unionized workers are in accordance with the applicable collective bargaining agreement covering their
employment.
Other postemployment benefits Our other postemployment benefits consist primarily of severance. These plans cover
most salaried and certain hourly employees, and their cost is charged to expense over the working life of the covered
employees.
50
Pension Plans
Obligations and Funded Status:
The projected benefit obligations, plan assets, and funded status of our pension plans at December 27, 2014 and December 28,
2013 were:
Non-U.S. Plans
U.S. Plans
December 27,
2014
December 28,
2013
December 27,
2014
December 28,
2013
(in millions)
Benefit obligation at beginning of year

Service cost
Interest cost
Benefits paid
Actuarial losses / (gains)
Plan amendments
Currency
Settlements
Curtailments
Special termination benefits
Other
Benefit obligation at end of year
Fair value of plan assets at beginning of year
Actual return on plan assets
Contributions
Benefits paid
Currency
Settlements
Fair value of plan assets at end of year
Net pension liability recognized at end of year
5,978 $
84
287
(518)
1,160
16
(13)
6,994
7,130 $
100
287
(316)
(778)
9
(512)
(3)
61
5,978
1,267 $
14
55
(80)
153
(101)
4
1,312
1,418
21
55
(79)
(47)
(98)
(9)
1
5
1,267
5,721
629
145
(518)
(13)
5,964
(1,030) $
5,460
654
435
(316)
(512)
5,721
(257) $
1,253
194
16
(80)
(101)
1,282
(30) $
1,089
144
181
(79)
(82)
1,253
(14)
The accumulated benefit obligation, which represents benefits earned to the measurement date, was $6,777 million at December
27, 2014 and $5,781 million at December 28, 2013 for the U.S. pension plans. The accumulated benefit obligation for the non-U.S.
pension plans was $1,231 million at December 27, 2014 and $1,191 million at December 28, 2013.
The combined U.S. and non-U.S. pension plans resulted in a net pension liability of $1,060 million at December 27, 2014 and $271
million at December 28, 2013. We recognized these amounts in our consolidated balance sheets at December 27, 2014 and
December 28, 2013 as follows:
December 27,
2014
December 28,
2013
(in millions)
Other assets
Accrued pension costs
51
64 $
(19)
(1,105)
162
(28)
(405)
(1,060) $
(271)
Certain of our U.S. and non-U.S. plans are underfunded based on accumulated benefit obligations in excess of plan assets. For
these plans, the projected benefit obligations, accumulated benefit obligations, and the fair value of plan assets at December 27,
2014 and December 28, 2013 were:
U.S. Plans
December 27, 2014
Non-U.S. Plans
December 28, 2013
December 27, 2014
December 28, 2013
(in millions)
Projected benefit obligation

Accumulated benefit obligation
Fair value of plan assets
6,994
6,777
5,964
203
186
17
55
50
52
44
We used the following weighted average assumptions to determine our benefit obligations under the pension plans at December
27, 2014 and December 28, 2013:
U.S. Plans
December 27, 2014
Discount rate
Rate of compensation increase
Non-U.S. Plans
December 28, 2013
4.17%
4.00%
December 27, 2014
4.94%
4.00%
December 28, 2013
3.87%
3.00%
4.56%
3.00%
Components of Net Pension Cost / (Benefit):

Net pension cost / (benefit) consisted of the following for the years ended December 27, 2014, December 28, 2013, and December
29, 2012:
U.S. Plans
Non-U.S. Plans
For the Years Ended
For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Service cost
$
Interest cost
Expected return on plan
assets
Amortization of prior service
costs
Settlements
Curtailments
Net pension cost / (benefit) $
84
287
(325)
783
5
2
3
839
100
287
(315)
(1,154)
32
70
(105)
(41)
4
69
(3)
61
(951) $
(43) $
14
55
(60)
12
21
21
55
(57)
(128)
(9)
1
(117) $
12
32
(43)
28
29
We remeasure all of our postemployment benefit plans at least annually at the end of our fiscal year. We define the costs or
benefits resulting from the change in discount rates, the difference between our estimated and actual return on plan assets, and
other assumption changes driven by changes in the law or other external factors as market-based impacts from postemployment
benefit plans. Market-based impacts are included in actuarial losses / (gains) and in settlements in the table above. We disclose
market-based impacts separately in order to provide additional transparency of our operating results.
The remeasurement as of December 27, 2014, resulted in an aggregate expense from market-based impacts of $784 million
primarily driven by a 75 basis point weighted average decrease in the discount rate and a $429 million impact from the adoption of
the new Society of Actuaries RP-2014 mortality tables, partially offset by excess asset returns. We recorded $477 million of the
expense from market-based impacts in cost of sales and $307 million in selling, general and administrative expenses in accordance
with our policy for allocating employee costs.
The remeasurement as of December 28, 2013, resulted in an aggregate benefit from market-based impacts of $1,268 million
primarily driven by an 80 basis point weighted average increase in the discount rate and excess asset returns. We recorded $707
million of the benefit from market-based impacts in cost of sales and $561 million
52
in selling, general and administrative expenses. The annual remeasurement resulted in a benefit from market-based impacts of $29
million as of December 29, 2012.
In addition, as a result of the December 28, 2013 remeasurement, we capitalized an aggregate benefit of $34 million from marketbased impacts related to our pension plans into inventory consistent with our capitalization policy. During 2014, the entire benefit
previously capitalized was recognized in cost of sales. At December 27, 2014, we capitalized an aggregate expense of $41 million
from market-based impacts into inventory.
Net pension costs included settlement losses of $69 million in 2013 related to retiring employees who elected lump-sum payments.
Net pension costs also included special termination benefits associated with our voluntary early retirement program of $62 million in
2013, which were included in our Restructuring Program.
As of December 27, 2014, we expected to amortize an estimated $7 million of prior service costs from accumulated other
comprehensive earnings / (losses) into net periodic pension cost for the combined U.S. and non-U.S. pension plans during 2015.
We used the following weighted average assumptions to determine our net pension cost for the years ended December 27, 2014,
December 28, 2013, and December 29, 2012:
U.S. Plans
December 27,
2014
Discount rate
Expected rate of return on
plan assets
Rate of compensation
increase
December 28,
2013
Non-U.S. Plans
December 29,
2012
December 27,
2014
December 28,
2013
December 29,
2012
4.86%
4.34%
3.85%
4.56%
4.00%
4.03%
5.75%
5.75%
8.00%
5.00%
5.00%
7.04%
4.00%
4.00%
4.00%
3.00%
3.00%
3.00%
Year-end discount rates for our U.S. and non-U.S. plans were developed from a model portfolio of high quality, fixed-income debt
instruments with durations that match the expected future 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 assets at December 27, 2014 was determined using the following fair value measurements:
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
Total Fair Value
Asset Category
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in millions)
Non-U.S. equity securities

Pooled funds equity securities
Total equity securities
Government bonds
Pooled funds fixed-income securities
Corporate bonds and other fixed-income securities
Total fixed-income securities
Real estate
Certain insurance contracts
Other
Total
544
2,694
3,238
776
876
2,061
3,713
235
53
7
7,246
$
53
526
6
532
625
625
7
1,164
18
2,688
2,706
151
876
2,061
3,088
5,794
235
53
288
The fair value of pension plan assets at December 28, 2013 was determined using the following fair value measurements:
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
Total Fair Value
Asset Category
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in millions)
Non-U.S. equity securities

Pooled funds equity securities
Total equity securities
Government bonds
Pooled funds fixed-income securities
Corporate bonds and other fixed-income securities
Total fixed-income securities
Real estate
Other
Total
645
3,123
3,768
719
642
1,566
2,927
214
57
8
6,974
645
6
651
621
622
8
1,281
3,117
3,117
98
642
1,565
2,305
5,422
214
57
271
Fair value measurements:

Level 1 includes primarily non-U.S. equity securities and certain government bonds valued using quoted prices in active
markets.
Level 2 includes primarily pooled funds valued using net asset values of participation units held in common collective
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, and indices.
Level 3 includes primarily real estate and certain insurance contracts valued using unobservable inputs that reflect the
plans assumptions that market participants would use in pricing the assets, based on the best information available. Fair
value estimates for real estate investments are calculated using the present value of future cash flows expected to be
received from the investments, based on valuation methodologies such as appraisals, local market conditions, and current
and projected operating performance. Fair value estimates for certain insurance contracts are reported at contract value.
Changes in our Level 3 plan assets, which are recorded in operations, for the year ended December 27, 2014 included:
December 28,
2013
Balance
Asset Category
Net Realized
and Unrealized
Gains/(Losses)
Net Purchases,
Issuances and
Settlements
Net Transfers
Into/(Out of)
Level 3
December 27,
2014
Balance
(in millions)
Real estate
Total Level 3 investments
$
$
214
57
271
22
1
23
$
54
$
$
(1) $
(5)
(6) $
$
$
235
53
288
Changes in our Level 3 plan assets, which are recorded in operations, for the year ended December 28, 2013 included:
December 29,
2012
Balance
Asset Category
Net Realized
and Unrealized
Gains/(Losses)
Net Purchases,
Issuances and
Settlements
Net Transfers
Into/(Out of)
Level 3
December 28,
2013
Balance
(in millions)
Corporate bonds and other fixed-income

securities
Real estate
Total Level 3 investments
7
186
66
259
27
4
31
(2) $
1
(13)
(14) $
(5) $
(5) $
214
57
271
The percentage of fair value of pension plan assets at December 27, 2014 and December 28, 2013 was:
Non-U.S. Plans
U.S. Plans
Asset Category
Equity securities
Fixed-income securities
Real estate
Certain insurance contracts and other
Total
December 27,
2014
44%
51%
4%
1%
100%
December 28,
2013
December 27,
2014
52%
43%
4%
1%
100%
December 28,
2013
48%
51%
%
1%
100%
61%
38%
%
1%
100%
During 2013, we began a new liability-driven investment strategy for pension assets. This strategy, which will be phased in over
time, better aligns our pension assets with the projected benefit obligation to reduce volatility by targeting an investment of
approximately 80% of our U.S. plan assets in fixed-income securities and approximately 20% in equity securities. The strategy uses
actively managed and indexed U.S. investment grade fixed-income securities (which constitute 97% or more of fixed-income
securities) with lesser allocations to high yield fixed-income securities, indexed U.S. equity securities, and actively managed and
indexed international equity securities.
For pension plans outside the U.S., the investment strategy is subject to local regulations and the asset / liability profiles of the
plans in each individual country. In aggregate, the long-term asset allocation targets of our non-U.S. plans are broadly
characterized as a mix of 70% fixed-income securities and 30% equity securities.
We attempt to maintain our target asset allocation by rebalancing between asset classes as we make contributions and monthly
benefit payments.
Employer Contributions:
We estimate that 2015 pension contributions will be approximately $170 million to our U.S. plans and approximately $25 million to
our non-U.S. plans. Our actual contributions may differ due to many factors, including changes in tax, employee benefit, or other
laws, tax deductibility, significant differences between expected and actual pension asset performance or interest rates, or other
factors. In 2014, we contributed $145 million to our U.S. pension plans and $12 million to our non-U.S. pension plans. In addition,
employees contributed $4 million in 2014 to our non-U.S. plans and $5 million in 2013.
Future Benefit Payments:
The estimated future benefit payments from our pension plans at December 27, 2014 were:
U.S. Plans
Non-U.S. Plans
(in millions)
2015
2016
2017
2018
2019
2020-2024
55
401
407
418
426
434
2,268
66
66
66
66
67
355
Other Costs:
We sponsor and contribute to employee savings plans that cover eligible salaried, non-union, and union employees. Our
contributions and costs are determined by the matching of employee contributions, as defined by the plans. Amounts charged to
expense for defined contribution plans totaled $70 million in 2014, $61 million in 2013, and $12 million in 2012 subsequent to the
Spin-Off.
Postretirement Benefit Plans
Obligations:
Our postretirement health care plans are not funded. The changes in and the amount of the accrued benefit obligations at
December 27, 2014 and December 28, 2013 were:
December 27,
2014
December 28,
2013
(in millions)
Accrued benefit obligations at beginning of year

Service cost
Interest cost
Benefits paid
Plan amendments
Currency
Other
Accrued benefit obligations at end of year
3,277 $
26
148
(190)
418
(75)
(14)
1
3,591 $
3,738
35
143
(188)
(403)
(40)
(14)
6
3,277
We used the following weighted average assumptions to determine our postretirement benefit obligations at December 27, 2014
and December 28, 2013:
December 27,
2014
Discount rate
Health care cost trend rate assumed for next year
Ultimate trend rate
Year that the rate reaches the ultimate trend rate
December 28,
2013
4.08%
6.91%
5.00%
2023
4.69%
7.28%
5.03%
2023
Year-end discount rates for our U.S. and non-U.S. plans were developed from a model portfolio of high-quality, fixed-income debt
instruments with durations that match the expected 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 would have the following effects as of December 27, 2014:
One-Percentage-Point
Increase
Decrease
(in millions)
Effect on annual service and interest cost

Effect on postretirement benefit obligation
56
25
433
(20)
(355)
Components of Net Postretirement Health Care Cost / (Benefit):

Net postretirement health care cost / (benefit) consisted of the following for the years ended December 27, 2014, December 28,
2013, and December 29, 2012:
For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Service cost
Interest cost
Amortization of prior service credits
Net postretirement health care cost / (benefit)
26 $
148
370
(28)
35 $
143
(376)
(26)
5
8
32
188
(7)
516
(219) $
221
As a result of the 2014 annual remeasurement of our postretirement health care plans, we recorded an expense from market-based
impacts of $556 million as of December 27, 2014, primarily driven by a 60 basis point weighted average decrease in the discount
rate and a $328 million impact from the adoption of the new Society of Actuaries RP-2014 mortality tables. We recorded $424
million of the expense from market-based impacts in cost of sales and $132 million in selling, general and administrative expenses
in accordance with our policy for allocating employee costs. Market-based impacts are included in actuarial losses / (gains) in the
table above.
As a result of the 2013 annual remeasurement of our postretirement health care plans, we recorded a benefit from market-based
impacts of $292 million as of December 28, 2013, primarily driven by an 80 basis point weighted average increase in the discount
rate. We recorded expense from market-based impacts of $250 million as of December 29, 2012.
In addition, as a result of the 2013 annual remeasurement, we recorded a benefit from market-based impacts of $15 million into
inventory as of December 28, 2013 consistent with our capitalization policy. During 2014, the entire benefit previously capitalized
was recognized in cost of sales. At December 27, 2014, we capitalized an aggregate expense of $36 million from market-based
impacts into inventory.
The special termination benefits were associated with our voluntary early retirement program in 2013.
As of December 27, 2014, we expected to amortize an estimated $33 million of prior service credits from accumulated other
comprehensive earnings / (losses) into net postretirement health care costs during 2015.
We used the following weighted average assumptions to determine our net postretirement health care cost for the years ended
December 27, 2014, December 28, 2013, and December 29, 2012:
December 27,
2014
Discount rate
Health care cost trend rate
4.69%
7.28%
December 28,
2013
3.89%
7.53%
December 29,
2012
3.61%
7.06%
Future Benefit Payments:

Our estimated future benefit payments for our postretirement health care plans at December 27, 2014 were:
(in millions)
2015 $
2016
2017
2018
2019
2020-2024
57
196
196
198
199
201
1,019
Other Postemployment Benefit Plans

Obligations:
Our other postemployment plans are generally not funded. The changes in and the amount of the accrued benefit obligation at
December 27, 2014 and December 28, 2013 were:
December 27,
2014
December 28,
2013
(in millions)
Accrued benefit obligation at beginning of year

Service cost
Interest cost
Benefits paid
Other
Accrued benefit obligation at end of year
55 $
2
2
(10)
19
(4)
64 $
63
2
2
(6)
(2)
(4)
55
We used the following weighted average assumptions to determine our other postemployment benefit obligations at December 27,
2014 and December 28, 2013:
December 27,
2014
Discount rate
Assumed ultimate annual turnover rate
Rate of compensation increase
December 28,
2013
2.86%
0.50%
4.00%
3.10%
0.50%
4.00%
Other postemployment costs arising from actions that offer employees benefits in excess of those specified in the respective plans
are charged to expense when incurred.
Components of Net Other Postemployment Cost:
Net other postemployment cost consisted of the following for the years ended December 27, 2014, December 28, 2013, and
December 29, 2012:
For the Years Ended
December 27,
2014
Service cost
Interest cost
Other
Net other postemployment cost
December 28,
2013
2
2
14
5
23
December 29,
2012
2 $
2
(2)
(1)
1 $
4
2
1
As of December 27, 2014, we did not expect to amortize any prior service costs / (credits) for the other postemployment benefit
plans from accumulated other comprehensive earnings / (losses) into net postemployment costs during 2015.
Our Participation in Mondelz Internationals Pension and Other Postemployment Benefit Plans and the Spin-Off Impact
Prior to the Spin-off, Mondelz International provided 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. We provided pension coverage for
certain employees of our Canadian operations through separate plans and certain pension and postemployment benefits of our
Canadian operations, which were included in our financial statements prior to the Spin-Off. As part of the Spin-Off, the plans were
split and we assumed the obligations previously provided by Mondelz International. Accordingly, Mondelz International
transferred to us the plan assets and liabilities associated with our active, retired, and other former employees, including liabilities
for
58
most of the retired North American Mondelz International employees. We assumed net benefit plan liabilities of $5.5 billion from
Mondelz International, which was in addition to the $0.1 billion of net benefit plan liabilities we had previously reported in our
historical financial statements, for a total liability of $5.6 billion on October 1, 2012.
Total Mondelz International benefit plan costs allocated to us were $491 million in the first nine months of 2012 prior to the SpinOff. The expense allocations for these benefits were determined based on a review of personnel by business unit and based on
allocations of corporate or other shared functional personnel. These allocated costs are reflected in our cost of sales and selling,
general and administrative expenses. These costs were funded through intercompany transactions with Mondelz International and
were reflected within the parent company investment equity balance. Our allocated expenses in connection with the pension plans
were $283 million in 2012. Our allocated expenses in connection with the postretirement plans were $142 million in 2012.
Note 10. Financial Instruments
Fair Value of Derivative Instruments :
The fair values and the levels within the fair value hierarchy of derivative instruments recorded on the consolidated balance sheets
at December 27, 2014 and December 28, 2013 were:
December 27, 2014
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Assets
Derivatives designated as
hedging instruments:
Commodity contracts
Foreign exchange contracts
Derivatives not designated
as hedging instruments:
Commodity contracts
Total fair value
46
48
Significant
Other Observable
Inputs
(Level 2)
Liabilities
99
104
Assets
80
80
Significant
Unobservable
Inputs
(Level 3)
Liabilities
4
4
Assets
Total Fair Value
Liabilities
Assets
2
80
46
128
Liabilities
103
108
December 28, 2013

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Assets
Derivatives designated as
hedging instruments:
Commodity contracts
Derivatives not designated
as hedging instruments:
Commodity contracts
Total fair value
39
44
Significant
Other Observable
Inputs
(Level 2)
Liabilities
20
24
Assets
48
1
49
Significant
Unobservable
Inputs
(Level 3)
Liabilities
1
1
Assets
Total Fair Value
Liabilities
Assets
5
48
40
93
Liabilities
The fair values of our asset derivatives are recorded within other current assets and other assets. The fair values of our liability
derivatives are recorded within other current liabilities.
Level 1 financial assets and liabilities consist of commodity futures and options contracts and are valued using quoted prices in
active markets for identical assets and liabilities.
59
21
25
Level 2 financial assets and liabilities consist of commodity forwards and foreign exchange forwards. Commodity forwards are
valued using an income approach based on the observable market commodity index prices less the contract rate multiplied by the
notional amount. Foreign exchange forwards 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 financial instruments takes into consideration
the risk of nonperformance, including counterparty credit risk.
Derivative Volume:
The net notional values of our derivative instruments at December 27, 2014 and December 28, 2013 were:
Notional Amount
December 27,
2014
December 28,
2013
(in millions)
Commodity contracts
1,543
1,074
1,349
901
Cash Flow Hedges:

Cash flow hedge activity, net of income taxes, within accumulated other comprehensive losses included:
For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Accumulated other comprehensive losses at beginning of period

Unrealized gains / (losses):
Commodity contracts
Interest rate contracts
Transfer of realized (gains) / losses to earnings:

Commodity contracts
Transfer of realized losses from Mondelz International
$
Accumulated other comprehensive losses at end of period
(129) $
(152) $
(18)
18
38
56
(16)
36
20
(57)
(5)
(137)
(199)
(18)
(41)
7
(52)
26
(31)
8
3
49
1
19
69
(4)
(125) $
(129) $
(152)
The gains / (losses) on ineffectiveness recognized in pre-tax earnings were:

For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Commodity contracts
Total
$
$
$
$
$
$
(4)
(23)
(27)
We record the pre-tax gain or loss reclassified from accumulated other comprehensive losses and the gain or loss on
ineffectiveness in:
cost of sales for commodity contracts;

cost of sales for foreign exchange contracts related to forecasted transactions; and
interest and other expense, net for foreign exchange contracts related to intercompany loans and interest rate contracts.
60
Based on our valuation at December 27, 2014, we would expect to transfer unrealized losses of $4 million (net of taxes) for
commodity cash flow hedges, unrealized gains of $17 million (net of taxes) for foreign currency cash flow hedges, and unrealized
losses of $8 million (net of taxes) for interest rate cash flow hedges to earnings during the next 12 months.
Hedge Coverage:
At December 27, 2014, we had hedged forecasted transactions for the following durations:
commodity transactions for periods not exceeding the next two years ;
foreign currency transactions for periods not exceeding the next four years ; and
interest rate transactions for periods not exceeding the next 28 years .
Economic Hedges:
Gains recorded in pre-tax earnings for economic hedges that are not designated as hedging instruments included:
For the Years Ended
December 28,
2013
December 27,
2014
December 29,
2012
Location of
(Losses) / Gains
Recognized
Earnings
(in millions)
Commodity contracts
26
14
36
2
28
14
36
Cost of sales
Selling, general and
administrative
expenses
Note 11. Commitments and Contingencies

Legal Proceedings:
We are routinely involved in legal proceedings, claims, and governmental inquiries, inspections or investigations (Legal Matters)
arising in the ordinary course of our business.
We have been advised by the staff of the Commodity Futures Trading Commission (CFTC) that they are investigating activities
related to the trading of December 2011 wheat futures contracts. These activities arose prior to the Spin-Off and involve the
business now owned and operated by Mondelz International or its affiliates. We are cooperating with the staff in its
investigation. In October 2014, the staff advised us that the CFTC intends to commence a formal action. We and Mondelz
International continue to seek resolution of this matter. Our Separation and Distribution Agreement with Mondelz International
dated as of September 27, 2012, governs the allocation between Mondelz International and us and, accordingly, Mondelz
International will predominantly bear the costs of this matter and any monetary penalties or other payments that the CFTC may
impose. We do not expect this matter to have a material adverse effect on our financial condition or results of operations.
While we cannot predict with certainty the results of Legal Matters in which we are currently involved or may in the future be
involved, we do not expect that the ultimate costs to resolve any of the Legal Matters that are currently pending will have a material
adverse effect on our financial condition or results of operations.
Third-Party Guarantees:
We have third-party guarantees primarily covering long-term obligations related to leased properties. The carrying amounts of our
third-party guarantees was $22 million at December 27, 2014 and $24 million at December 28, 2013. The maximum potential
payment under these guarantees was $42 million at December 27, 2014 and $53 million at December 28, 2013. Substantially all of
these guarantees expire at various times through 2027 .
61
Leases:
Rental expenses were $148 million in 2014, $176 million in 2013, and $150 million in 2012. As of December 27, 2014, minimum
rental commitments under non-cancelable operating leases in effect at year-end were (in millions):
2015
2016
2017
2018
2019
Thereafter
Total
106
85
62
49
41
84
427
Note 12. Income Taxes

Earnings before income taxes and the provision for income taxes consisted of the following:
For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Earnings before income taxes:

United States
Outside United States
Total
$
$
Provision for income taxes:

United States federal:
Current
Deferred
State and local:

Current
Deferred
Total United States
Outside United States:
Current
Deferred
Total outside United States
Total provision for income taxes
$
62
1,117
289
1,406
$
$
3,596
494
4,090
678 $
(336)
591
566
$
$
2,156
297
2,453
209
424
342
1,157
633
(34)
(26)
(60)
282
34
61
95
1,252
54
43
97
730
80
1
81
363
42
81
123
1,375
78
3
81
811
The effective income tax rate on pre-tax earnings differed from the U.S. federal statutory rate for the following reasons :
For the Years Ended
December 27,
2014
U.S. federal statutory rate

Increase / (decrease) resulting from:
U.S. state and local income taxes, net of federal tax benefit
Domestic manufacturing deduction
Foreign rate differences
Changes in uncertain tax positions
Other
Effective tax rate
December 28,
2013
December 29,
2012
35.0 %
35.0 %
35.0 %
0.2 %
(4.6)%
(2.2)%
(0.9)%
(1.7)%
25.8 %
1.7 %
(1.2)%
(1.1)%
0.2 %
(1.0)%
33.6 %
2.3 %
(2.7)%
(1.1)%
(0.8)%
0.4 %
33.1 %
Our 2014 effective tax rate was favorably impacted by $64 million of domestic manufacturing deductions, favorable tax rates in
foreign jurisdictions, most significantly Canada, changes in uncertain tax positions and the net impact of other discrete tax items.
foreign jurisdictions, most significantly Canada, and the net impact of other discrete tax items. This favorability was partially offset
by $68 million of state and local taxes.
foreign jurisdictions, most significantly Canada, and changes in uncertain tax positions. This favorability was partially offset by $56
million of state and local taxes.
The calculation of the percentage point impact of domestic manufacturing deductions, uncertain tax positions and other discrete
items on the effective tax rate was affected by earnings before income taxes. Fluctuations in earnings could impact comparability of
reconciling items between periods.
Our unrecognized tax benefits of $256 million at December 27, 2014 are included in other current liabilities and other liabilities. If
we had recognized all of these benefits, the net impact on our income tax provision would have been $167 million . Of the net
unrecognized tax benefits, approximately $100 million to $140 million are expected to be resolved within the next 12 months.
The changes in our unrecognized tax benefits were:
For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Beginning of year
Increases from prior period tax positions
Decreases from prior period tax positions
Decreases from statute of limitations expirations
Increases from current period tax positions
Net transfers to Mondelz International
Decreases relating to settlements with taxing authorities
Currency and other
End of year
259 $
26
(74)
(14)
67
(3)
(5)
256 $
258 $
2
(5)
(28)
39
(3)
(4)
259 $
371
11
(90)
16
(9)
(33)
(8)
258
We include accrued interest and penalties related to uncertain tax positions in our tax provision. Our provision for income taxes
included a benefit of $30 million in 2014, expense of $13 million in 2013, and expense of $18 million in 2012 for interest and
penalties. Accrued interest and penalties were $41 million as of December 27, 2014, and $74 million as of December 28, 2013.
63
We have entered into a tax sharing agreement with Mondelz International, which provides that for periods prior to October 1,
2012, Mondelz International is liable for and will indemnify us against all U.S. federal income taxes and substantially all foreign
income taxes, excluding Canadian income taxes; and that we are liable for and will indemnify Mondelz International against U.S.
state income taxes and Canadian federal and provincial income taxes.
Our U.S. operations were included in Mondelz Internationals U.S. federal consolidated income tax returns for tax periods through
October 1, 2012. In August 2014, Mondelz International reached a final resolution on a U.S. federal income tax audit of the 20072009 tax years. The U.S. federal statute of limitations remains open for tax year 2010 and forward, and federal income tax returns
for 2010-2012 are currently under examination. As noted above we are indemnified for U.S. federal income taxes related to these
periods.
We are regularly examined by federal, state and foreign authorities. We are currently under income tax examinations by the IRS for
the post Spin-Off period 2012-2014. Our income tax filings are also currently under examination by tax authorities in various U.S.
state and foreign jurisdictions. U.S. state and local and foreign jurisdictions have statutes of limitations generally ranging from three
to five years unless we agree to an extension. In Canada, our only significant foreign jurisdiction, the earliest open tax year is 2007.
At December 27, 2014, we had outside tax basis in excess of book basis in certain foreign subsidiaries in which earnings are
indefinitely reinvested. As of that date, applicable U.S. federal income taxes and foreign withholding taxes had not been provided
on approximately $578 million of unremitted earnings of such foreign subsidiaries. If such earnings were to be remitted, our
incremental tax cost would be approximately $118 million .
The tax effects of temporary differences that gave rise to deferred income tax assets and liabilities consisted of the following at
December 27, 2014 and December 28, 2013:
December 27,
2014
December 28,
2013
(in millions)
Deferred income tax assets:

Pension benefits
Postretirement benefits
Other employee benefits
Other
Total deferred income tax assets
Valuation allowance
Net deferred income tax assets
407 $
1,355
113
471
2,346
(20)
104
1,238
122
497
1,961
(3)
2,326
1,958
Deferred income tax liabilities:

Trade names
Property, plant and equipment
Debt exchange
Other
Total deferred income tax liabilities
Net deferred income tax assets / (liabilities)
(828) $
(979)
(350)
(66)
(2,223)
103 $
(828)
(949)
(384)
(65)
(2,226)
(268)
Note 13. Accumulated Other Comprehensive Losses

Total accumulated other comprehensive losses consists of net earnings / (losses) and other changes in business equity from
sources other than shareholders. It includes foreign currency translation gains and losses, postemployment benefit plan
adjustments, and unrealized gains and losses from derivative instruments designated as cash flow hedges.
64
The components of, and changes in, accumulated other comprehensive losses were as follows (net of tax):
Postemployment
Benefit Plan
Adjustments
Foreign
Currency
Adjustments
Total
Accumulated Other
Comprehensive
Losses
Derivative
Hedging
Adjustments
(in millions)

Other comprehensive (losses) / gains
before reclassifications
Amounts reclassified from
accumulated other comprehensive
losses
Net current-period other comprehensive
(losses) / earnings
Other comprehensive (losses) / gains
before reclassifications
Amounts reclassified from
accumulated other comprehensive
losses
Net current-period other comprehensive
(losses) / earnings
(359) $
51
(152) $
(460)
(68)
19
20
(29)
(13)
(10)
6
57
23
(129) $
(39)
(499)
(68)
(427) $
(91)
36
56
(12)
(52)
(64)
(91)
(518) $
24
81
4
(125) $
(63)
(562)
Amounts reclassified from accumulated other comprehensive losses in the years ended December 27, 2014 and December 28,
2013 were as follows:
Amount Reclassified from
Accumulated Other Comprehensive
Losses
For the Years Ended
December 27,
2014
Details about Accumulated Other Comprehensive Losses

Components
Affected Line Item in

the Statement Where
Net Income is Presented
December 28,
2013
(in millions)
Derivative hedging (gains) / losses

Commodity contracts
Total before tax
Tax benefit / (expense)
Net of tax
Postemployment benefit plan adjustments
Amortization of prior service credits
Curtailments
Total before tax
Tax benefit
Net of tax
(1)
(30) $
(17)
(50)
13
(84)
32
(52) $
42
(11)
(39)
12
4
(1)
3
Cost of sales
Cost of sales
Provision for income taxes
(23) $
3
(22)
(1)
(20)
8
(12) $
(22) Earnings before income taxes

9 Provision for income taxes
(13) Net earnings
Net earnings
(1)
These accumulated other comprehensive losses components are included in the computation of net periodic pension and postretirement health care
costs. See Note 9, Postemployment Benefit Plans , for additional information.
65
Note 14. Earnings Per Share (EPS)

We grant shares of restricted stock and RSUs that are considered to be participating securities. Due to the presence of participating
securities, we have calculated our EPS using the two-class method.
For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
Basic EPS:
Net earnings
Earnings allocated to participating securities
Earnings available to common shareholders - basic
1,043
5
1,038
593
1.75
Weighted average shares of common stock outstanding

Net earnings per share
Diluted EPS:
Net earnings
Earnings allocated to participating securities
Earnings available to common shareholders - diluted
2,715
12
2,703
$
$
1,642
5
1,637
594
4.55
591
2.77
1,043
5
2,715
12
1,642
5
1,038
2,703
1,637
Weighted average shares of common stock outstanding

Effect of dilutive securities
Weighted average shares of common stock, including dilutive effect
$
Net earnings per share
593
5
594
5
591
5
598
1.74
599
4.51
596
2.75
We excluded antidilutive stock options and Performance Shares from our calculation of weighted average shares of common stock
outstanding for diluted EPS of 2.0 million for the year ended December 27, 2014 and 0.3 million for the year ended December 28,
2013. Antidilutive stock options and Performance Shares were zero for the year ended December 29, 2012.
Note 15. Segment Reporting
We manufacture and market food and beverage products, including cheese, meats, refreshment beverages, coffee, packaged
dinners, refrigerated meals, snack nuts, dressings, and other grocery products, primarily in the United States and Canada. We
manage and report our operating results through six reportable segments: Cheese, Refrigerated Meals, Beverages, Meals &
Management uses segment operating income to evaluate segment performance and allocate resources. We believe it is
appropriate to disclose this measure to help investors analyze segment performance and trends. Segment operating income
excludes the following items for each of the periods presented:
Market-based impacts and certain other components of our postemployment benefit plans (which are components of cost
of sales and selling, general and administrative expenses) because we centrally manage postemployment benefit plan
funding decisions and the determination of discount rates, expected rate of return on plan assets, and other actuarial
assumptions.
Unrealized gains and losses on hedging activities (which are a component of cost of sales) in order to provide better
transparency of our segment operating results. Unrealized gains and losses on hedging activities, which includes
unrealized gains and losses on our derivatives not designated as hedging instruments as well as the ineffective portion of
unrealized gains and losses on our derivatives designated as hedging instruments, are recorded in Corporate until realized.
Once realized, the gains and losses are recorded within the applicable segment operating results.
Certain general corporate expenses (which are a component of selling, general and administrative expenses).
66
Furthermore, we centrally manage interest and other expense, net. Accordingly, we do not present these items by segment
because they are excluded from the segment profitability measures that management reviews.
Our segment net revenues and earnings consisted of:
For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Net revenues:
Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Net revenues
4,066
3,433
2,627
2,155
2,062
1,937
1,925
3,925
3,334
2,681
2,305
2,101
2,037
1,835
3,829
3,280
2,718
2,311
2,220
2,010
1,903
18,205
18,218
18,271
For the Years Ended

December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Earnings before income taxes:

Operating income:
Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Certain other postemployment benefit plan income / (expense)
Unrealized (losses) / gains on hedging activities
General corporate expenses
Operating income
Royalty income from Mondelz International
67
656 $
378
384
611
577
370
263
(1,341)
164
(79)
(93)
1,890
(484)
1,406 $
634 $
329
349
665
529
373
227
1,561
61
21
(158)
4,591
(501)
4,090 $
618
379
260
712
592
301
180
(223)
(82)
13
(80)
2,670
(258)
41
2,453
Total assets, depreciation expense, and capital expenditures by segment were:

December 27,
2014
December 28,
2013
(in millions)
Total Assets:
Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Unallocated assets (1)
4,528
2,328
2,632
2,398
5,487
1,979
1,626
1,969
22,947
Total assets
4,400
2,294
2,593
2,389
5,458
2,016
1,597
2,401
23,148
(1) Unallocated assets consist primarily of cash and cash equivalents, deferred income taxes, prepaid pension assets, and
derivative financial instrument balances.
For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Depreciation Expense:
Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Total depreciation expense
57
87
72
69
29
36
34
92
84
69
49
28
38
33
119
76
72
70
24
31
36
384
393
428
For the Years Ended

December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Capital expenditures:
Cheese
Refrigerated Meals
Beverages
Meals & Desserts
Canada
Other Businesses
Total capital expenditures
152
110
115
50
37
53
18
535
150
80
146
68
33
60
20
557
84
83
129
63
37
33
11
440
Concentration of risk:
Our largest customer, Wal-Mart Stores, Inc., accounted for approximately 26% of net revenues in 2014 and in 2013, and 25% in
2012.
68
Geographic data for net revenues and long-lived assets were:

For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Net revenues:
United States
Canada
Exports
15,753
2,177
275
18,205
Total net revenues
15,676
2,302
240
18,218
15,752
2,306
213
18,271
December 27,
2014
December 28,
2013
(in millions)
Long-lived assets:
United States
Canada
Total long-lived assets
16,536
1,620
18,156
$
$
16,516
1,724
18,240
Net revenues by product categories were:

For the Years Ended
December 27,
2014
December 28,
2013
December 29,
2012
(in millions)
Cheese and dairy

Meat and meat alternatives
Meals
Refreshment beverages
Enhancers
Coffee
Desserts, toppings and baking
Nuts and salted snacks
Other
Total net revenues
5,954
2,691
2,033
1,762
1,601
1,456
1,042
1,036
630
18,205
5,744
2,643
2,047
1,817
1,705
1,460
1,142
997
663
18,218
5,591
2,659
1,973
1,863
1,868
1,450
1,213
986
668
18,271
Note 16. Quarterly Financial Data (Unaudited)

2014 Quarters
First
Second
Third
Fourth
Net revenues
Gross profit
Net earnings / (loss)
Per share data:
Basic earnings / (loss) per share
Diluted earnings / (loss) per share
Dividends declared
Market price high
low
$
$
$
4,362
1,560
513
$
$
$
4,747
1,521
482
$
$
$
4,400
1,292
446
$
$
$
4,696
472
(398)
$
$
$
$
$
0.86
0.85
0.525
56.56
50.54
$
$
$
$
$
0.81
0.80
0.525
60.60
55.47
$
$
$
$
$
0.75
0.74
61.10
53.33
$
$
$
$
$
(0.68)
(0.68)
1.10
64.47
53.63
69
2013 Quarters
First
Second
Third
Fourth
Net revenues
Gross profit
Net earnings
Per share data:
Basic earnings per share
Dividends declared
Market price high
low
$
$
$
4,513
1,470
456
$
$
$
4,716
1,936
829
$
$
$
4,394
1,486
500
$
$
$
4,595
1,932
931
$
$
$
$
$
0.77
0.76
0.50
52.29
44.16
$
$
$
$
$
1.39
1.38
0.50
57.84
49.79
$
$
$
$
$
0.84
0.83
58.76
51.20
$
$
$
$
$
1.56
1.54
1.05
55.93
51.72
Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS
amounts may not equal the total for the year.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our CEO and CFO, with other members of management, evaluated the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our CEO
and CFO concluded that our disclosure controls and procedures were effective as of December 27, 2014.
Internal Control Over Financial Reporting and Changes in Internal Control Over Financial Reporting
Managements 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 independent registered public accounting firm is contained in Part II,
Item 8 of this report and is incorporated herein by reference.
Our CEO and CFO, with other members of management, evaluated the changes in our internal control over financial reporting
during the quarter ended December 27, 2014. We determined that there were no changes in our internal control over financial
reporting during the quarter ended December 27, 2014, that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
Report of Management on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed 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. Our internal control over financial reporting includes those written
policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles;
provide reasonable assurance that receipts and expenditures are being made only in accordance with management and
director authorization; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
70
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 27, 2014. Management
based this assessment on criteria described in Internal Control Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, management determined that, as of December 27, 2014, we maintained effective internal control over
financial reporting.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, who audited the consolidated financial statements
included in this Annual Report on Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of
December 27, 2014, as stated in their report which appears herein under Item 8.
February 19, 2015
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have a written code of conduct that applies to all of our employees, including our principal executive officer, principal financial
officer, principal accounting officer or controller, and persons performing similar functions. Our code of conduct is available free of
charge on our Web site at www.kraftfoodsgroup.com and will be provided free of charge to any shareholder submitting a written
request to: Corporate Secretary, Kraft Foods Group, Inc., Three Lakes Drive, Northfield, IL 60093. Any amendment to our code of
conduct and any waiver applicable to our executive officers or senior financial officers will be posted on our Web site within the time
period required by the SEC and applicable NASDAQ rules. The information on our Web site is not, and shall not be deemed to be,
a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC.
Additional information required by this Item 10 is included under the headings Company Proposals - Proposal 1. Election of
Directors, Corporate Governance and Board Matters Section 16(a) Beneficial Ownership Reporting Compliance, Corporate
Governance and Board Matters Governance Guidelines and Codes of Conduct, and Board Committees and Membership
Audit Committee in our definitive Proxy Statement for our Annual Meeting of Shareholders scheduled to be held on May 5, 2015
(2015 Proxy Statement). This information is incorporated by reference into this Annual Report on Form 10-K.
Item 11. Executive Compensation.
Information required by this Item 11 is included under the headings Board Committees and Membership Compensation
Committee, Compensation of Non-Employee Directors, Compensation Discussion and Analysis," and "Executive Compensation
Tables, in our 2015 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.
71
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The number of shares to be issued upon exercise or vesting of awards issued under, and the number of shares remaining available
for future issuance under, our equity compensation plans at December 27, 2014, were:
Equity Compensation Plan Information
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (2)
Weighted average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(a)
(b)
(c)
Plan Category
Equity compensation plans approved by

security holders
Equity compensation plans not approved by
security holders (1)
Total
(1)
(2)
(3)
18,583,720
97,438
18,681,158
39.26
43,343,318
39.26
4,893,543
48,236,861
(3)
Consists of shares available for issuance under our Management Stock Purchase Plan pursuant to which certain employees may defer up to 50% of
their annual bonus into Kraft Foods Group stock-based deferred compensation units (DCUs) and receive a company match of 25% of the deferred
amount in Kraft Foods Group RSUs that vest after three years. The matching RSUs are granted from the 2012 Plan.
Includes vesting of RSUs and Performance Shares.
Includes 11,049,862 shares available for issuance under our Employee Stock Purchase Plan (the ESPP). The ESPP allows employees to purchase
shares of Kraft Foods Group common stock at a discount of up to 15% of the market price of Kraft Foods Group common stock on the date of
purchase.
Information related to the security ownership of certain beneficial owners and management is included in our 2015 Proxy Statement
under the heading Ownership of Equity Securities and is incorporated by reference into this Annual Report on Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required by this Item 13 is included under the heading Corporate Governance and Board Matters - Independence and
Related Person Transactions in our 2015 Proxy Statement. This information is incorporated by reference into this Annual Report
on Form 10-K.
Item 14. Principal Accountant Fees and Services.
Information required by this Item 14 is included under the heading Board Committees and Membership Audit Committee in our
2015 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.
72
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Index to Consolidated Financial Statements and Schedules
Page

Consolidated Statements of Earnings for the Years Ended December 27, 2014, December 28, 2013, and
December 29, 2012
Consolidated Statements of Comprehensive Earnings for the Years Ended December 27, 2014,
Consolidated Balance Sheets at December 27, 2014 and December 28, 2013
Consolidated Statements of Equity for the Years Ended December 27, 2014, December 28, 2013, and
December 29, 2012
Consolidated Statements of Cash Flows for the Years Ended December 27, 2014, December 28, 2013,
and December 29, 2012
Financial Statement Schedule-Valuation and Qualifying Accounts
33
34
35
36
37
38
39
S-1
Schedules other than those listed above have been omitted either because such schedules are not required or are not applicable.
(b) The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
2.1
Separation and Distribution Agreement between Mondelz International, Inc. (formerly known as Kraft
Foods Inc.) and Kraft Foods Group, Inc., dated as of September 27, 2012 (incorporated by reference
to Exhibit 2.1 to Amendment No. 1 to our Registration Statement on Form S-4 filed with the SEC on
October 26, 2012 (File No. 333-184314)).
2.2
Canadian Asset Transfer Agreement between Mondelz Canada Inc. and Kraft Canada Inc., dated as
of September 29, 2012 (incorporated by reference to Exhibit 2.2 to Amendment No. 2 to our
Registration Statement on Form S-4 filed with the SEC on December 4, 2012 (File No. 333-184314)).
2.3
Master Ownership and License Agreement Regarding Patents, 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 with the SEC on December 4,
2012 (File No. 333-184314)).
2.4
Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property
between Kraft Foods Global Brands LLC and Kraft Foods Group Brands LLC., dated as of September
27, 2012 (incorporated by reference to Exhibit 2.4 to Amendment No. 2 to our Registration Statement
on Form S-4 filed with the SEC on December 4, 2012 (File No. 333-184314)).
3.1
Amended and Restated Articles of Incorporation of Kraft Foods Group, Inc. (incorporated by reference
to Exhibit 3.1 to our Registration Statement on Form 10 filed with the SEC on July 17, 2012 (File No.
001-35491)).
3.2
Amended and Restated Bylaws of Kraft Foods Group, Inc., effective March 8, 2014 (incorporated by
reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on February 13, 2014
(File No. 001-35491)).
4.1
Indenture by and between Kraft Foods Group, Inc. and Deutsche Bank Trust Company Americas, as
trustee, dated as of June 4, 2012 (incorporated by reference to Exhibit 10.4 to our Registration
Statement on Form 10 filed with the SEC on June 21, 2012 (File No. 001-35491)).
73
4.2
Supplemental Indenture No. 1 by and between Kraft Foods Group, Inc., Mondelz International, Inc.
(formerly known as Kraft Foods Inc.), as guarantor, and Deutsche Bank Trust Company Americas, as
trustee, dated as of June 4, 2012 (incorporated by reference to Exhibit 10.5 to our Registration
Statement on Form 10 filed with the SEC on June 21, 2012 (File No. 001-35491)).
4.3
Supplemental Indenture No. 2 by and between Kraft Foods Group, Inc., Mondelz International, Inc.
(formerly known as Kraft Foods Inc.), as guarantor, and Deutsche Bank Trust Company Americas, as
trustee, dated as of July 18, 2012 (incorporated by reference to Exhibit 10.27 to our Registration
Statement on Form 10 filed with the SEC on August 6, 2012 (File No. 001-35491)).
4.4
Indenture by and between Nabisco, Inc. (which was acquired by Mondelz International, Inc in 2000)
and Citibank, N.A., as trustee, dated as of June 5, 1995 (incorporated by reference to Exhibit 4.1 to
Mondelz International, Inc.s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2007 (File
No. 001-16483)).
Other instruments defining the rights of holders of long-term debt securities of Kraft Foods Group, Inc.
and its subsidiaries are omitted pursuant to Section(b)(4)(iii)(A) of Item 601 of Regulation S-K. We
hereby agree to furnish copies of these instruments to the SEC upon request.
10.1
$3,000,000,000 Five-Year Revolving Credit Agreement, by and among Kraft Foods Group, Inc., the
initial lenders named therein, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as administrative
agents, and J.P. Morgan Securities LLC, Barclays Bank PLC, Citigroup Global Markets Inc., and RBS
Securities Inc., as joint lead arrangers and joint bookrunners, dated as of May 29, 2014 (incorporated
by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on July 31, 2014
(File No. 333-35491)).
10.2
Tax Sharing and Indemnity Agreement by and between Mondelz International, Inc. (formerly known
as Kraft Foods Inc.) and Kraft Foods Group, Inc., dated as of September 27, 2012 (incorporated by
reference to Exhibit 10.3 to Amendment No. 1 to our Registration Statement on Form S-4 filed with
the SEC on October 26, 2012 (File No. 333-184314)).
10.3
Employee Matters Agreement between Mondelz International, Inc. (formerly known as Kraft Foods
Inc.) and Kraft Foods Group, Inc., dated as of September 27, 2012 (incorporated by reference to
Exhibit 10.4 to Amendment No. 1 to our Registration Statement on Form S-4 filed with the SEC on
October 26, 2012 (File No. 333-184314)).
10.4
Kraft Foods Group, Inc. Change in Control Plan for Key Executives.+
10.5
Kraft Foods Group, Inc. Deferred Compensation Plan for Non-Management Directors (incorporated by
reference to Exhibit 4.3 to our Registration Statement on Form S-8 filed with the SEC on September
12, 2012 (File No. 333-183867)).+
10.6
Kraft Foods Group, Inc. 2012 Performance Incentive Plan (incorporated by reference to Exhibit 4.3 to
our Registration Statement on Form S-8 filed with the SEC on September 12, 2012 (File No. 333183868)).+
10.7
Kraft Foods Group, Inc. Management Stock Purchase Plan.+
10.8
Form of Indemnity Agreement between Kraft Foods Group, Inc. and Non-Management Directors
(incorporated by reference to Exhibit 10.24 to our Registration Statement on Form 10 filed with the
SEC on July 17, 2012 (File No. 001-35491)).+
10.9
Form of Indemnity Agreement between Kraft Foods Group, Inc. and Directors and Officers
(incorporated by reference to Exhibit 10.25 to our Registration Statement on Form 10 filed with the
SEC on July 17, 2012 (File No. 001-35491)).+
10.10
Offer of Employment Letter between Kraft Foods Group, Inc. and John T. Cahill, dated December 17,
2014.+
10.11
Offer of Employment Letter between Mondelz International, Inc. (formerly known as Kraft Foods Inc.)
and Kim K. W. Rucker, dated July 16, 2012 (incorporated by reference to Exhibit 10.25 to Amendment
No. 2 to our Registration Statement on Form S-4 filed with the SEC on December 4, 2012 (File No.
333-184314)).+
74
10.12
Offer of Employment Letter between Kraft Foods Group, Inc. and Teri List-Stoll dated July 17, 2013
(incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on
October 31, 2013 (File No. 333-35491)).+
10.13
Form of 2012-13 Global Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.16
to our Annual Report on Form 10-K filed with the SEC on March 21, 2013 (File No. 333-35491)).+
10.14
Form of 2012-13 Global Stock Option Award Agreement (incorporated by reference to Exhibit 10.17
to our Annual Report on Form 10-K filed with the SEC on March 21, 2013 (File No. 333-35491)).+
10.15
Form of 2012-13 Performance Share Plan Award Agreement (incorporated by reference to Exhibit
10.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 2, 2013 (File No. 33335491)).+
10.16
Form of 2014 Global Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 to our
Quarterly Report on Form 10-Q filed with the SEC on May 2, 2014 (File No. 333-35491)).+
10.17
Form of 2014 Performance Share Plan Award Agreement (incorporated by reference to Exhibit 10.2
to our Quarterly Report on Form 10-Q filed with the SEC on May 2, 2014 (File No. 333-35491)).+
10.18
Form of 2014 Global Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to
our Quarterly Report on Form 10-Q filed with the SEC on May 2, 2014 (File No. 333-35491)).+
10.19
Form of 2015 Global Stock Option Award Agreement.+
10.20
Form of 2015 Performance Share Plan Award Agreement.+
10.21
Form of 2015 Global Restricted Stock Unit Agreement.+
10.22
Retirement Agreement and General Release between Kraft Foods Group, Inc. and W. Anthony
Vernon, dated as of December 18, 2014.+
21.1
List of subsidiaries of Kraft Foods Group, Inc.
23.1
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
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
Certifications of Chief Executive Officer and 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 Kraft Foods Groups Annual Report on Form 10-K for the year ended
December 27, 2014 formatted in XBRL (eXtensible Business Reporting Language): (i) the
Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Earnings,
(iii) the Consolidated Statements of Equity, (iv) the Consolidated Balance Sheets, (v) the
Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii)
document and entity information.
Indicates a management contract or compensatory plan or arrangement.
75
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
/s/ Teri List-Stoll
Teri List-Stoll
Executive Vice President and
Chief Financial Officer
Date: February 19, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the date indicated:
Signature
Title
Date
Director, Chairman and Chief Executive

Officer
February 19, 2015
TERI LIST-STOLL
Teri List-Stoll

February 19, 2015
MELINDA D. WHITTINGTON
Melinda D. Whittington
Senior Vice President,

Corporate Controller
(Principal Accounting Officer)
February 19, 2015
Director
February 19, 2015
L. KEVIN COX
L. Kevin Cox
Director
February 19, 2015
MYRA M. HART
Myra M. Hart
Director
February 19, 2015
PETER B. HENRY
Peter B. Henry
Director
February 19, 2015
/S/
JEANNE P. JACKSON
Jeanne P. Jackson
Director
February 19, 2015
/S/
TERRY J. LUNDGREN
Terry J. Lundgren
Director
February 19, 2015
MACKEY J. MCDONALD
Mackey J. McDonald
Director
February 19, 2015
/S/
Director
February 19, 2015
Director
February 19, 2015
/S/
JOHN T. CAHILL
John T. Cahill
/S/
/S/
/S/
ABELARDO E. BRU
Abelardo E. Bru
/S/
/S/
/S/
/S/
/S/
JOHN C. POPE
John C. Pope
E FOLLIN SMITH
E. Follin Smith
/S/
W. ANTHONY VERNON
W. Anthony Vernon
Director
76
February 19, 2015

Valuation and Qualifying Accounts
For the Years Ended December 27, 2014, December 28, 2013, and December 29, 2012
(in millions)
Col. A
Col. B
Description
Balance at
Beginning
of Period
Col. C
Col. D
Col. E
Charged to
Other
Accounts
Deductions
Balance at
End of
Period
(a)
(b)
Additions
2014:
Allowances related to accounts
receivable
Allowance for deferred taxes
$
$
Charged to
Costs and
Expenses
26
3
29
$
$
(2) $
20
18 $
$
$
3
3
6
$
$
21
20
41
2013:
receivable
28
26
3
23
26
3
54
26
29
23
34
57
9 $
(4)
5 $
4
4
8
28
26
54
2012:
receivable
Notes:
(a) Primarily related to divestitures and currency translation.
(b) Represents charges for which allowances were created.
S-1
EXHIBIT 10.4

Change in Control Plan for Key Executives
Adopted: October 2, 2012

As Amended Effective June 23, 2014

Change in Control Plan for Key Executives
1. Definitions
For purposes of the Change in Control Plan for Key Executives, the following terms are defined as set forth below
(unless the context clearly indicates otherwise):
Affiliate
Any entity controlled by, controlling or under common control with the
Company.
Annual Base
Salary
Twelve times the higher of (i) the highest monthly base salary paid or payable to the
Participant by the Company and its Affiliates in respect of the twelve-month period
immediately preceding the month in which the Change in Control occurs, or (ii) the
highest monthly base salary in effect at any time thereafter, in each case including any
base salary that has been earned and deferred.
Board
The Board of Directors of the Company.
The annual incentive award that the Participant would receive in a fiscal year under
Annual Incentive Award the Management Incentive Plan or any comparable annual incentive plan if the target
Target
goals are achieved.
Cause
As defined in Section 3.2(b)(i) of this Plan.
Change in Control means the occurrence of any of the following events:

(A) Acquisition of 20% or more of the outstanding voting securities of the Company
by another entity or group; excluding, however, the following:
(1) any acquisition by the Company or any of its Affiliates;
(2) any acquisition by an employee benefit plan or related trust sponsored or
maintained by the Company or any of its Affiliates; or
(3) any acquisition pursuant to a merger or consolidation described in clause (C) of
this definition.
(B) During any consecutive 24 month period, persons who constitute the Board at the
beginning of such period cease to constitute at least 50% of the Board; provided that
each new Board member who is approved by a majority of the directors who began
such 24 month period shall be deemed to have been a member of the Board at the
beginning of such 24 month period;
(C) The consummation of a merger or consolidation of the Company with another
company, and the Company is not the surviving company; or, if after such transaction,
the other entity owns, directly or indirectly, 50% or more of the outstanding voting
securities of the Company; excluding, however, a transaction pursuant to which all or
substantially all of the individuals or entities who are the beneficial owners of the
outstanding voting securities of the Company immediately prior to such transaction
will beneficially own, directly or indirectly, more than 50% of the combined voting
power of the outstanding securities entitled to vote generally in the election of
directors (or similar persons) of the entity resulting from such transaction (including,
without limitation, an entity which as a result of such transaction owns the Company
either directly or indirectly) in substantially the same proportions relative to each other
as their ownership, immediately prior to such transaction, of the outstanding voting
securities of the Company; or
(D) The consummation of a plan of complete liquidation of the Company or the sale or
disposition of all or substantially all of the Company's assets, other than a sale or
disposition pursuant to which all or substantially all of the individuals or entities who
are the beneficial owners of the outstanding voting securities of the Company
immediately prior to such transaction will beneficially own, directly or indirectly,
more than 50% of the combined voting power of the outstanding securities entitled to
vote generally in the election of directors (or similar persons) of the entity purchasing
or acquiring the Company's assets in substantially the same proportions relative to
each other as their ownership, immediately prior to such transaction, of the
outstanding voting securities of the Company.
Change in Control
For the avoidance of doubt, the separation of the Company from Kraft Foods Inc. shall
not be considered a Change in Control.
Code
The Internal Revenue Code of 1986, as amended from time to time.
Committee
The Boards Compensation Committee or a subcommittee thereof, any successor

thereto or such other committee or subcommittee as may be designated by the Board
to administer the Plan.
Company
Kraft Foods Group, Inc., a corporation organized under the laws of the
Commonwealth of Virginia, or any successor thereto.
If the Participant's employment is terminated by:

The Employer for Cause or by the Participant for Good Reason, the Date of
Termination shall be the date on which the Participant or the Employer, as
the case may be, receives the Notice of Termination (as described in Section
3.2(c)) or any later date specified therein, as the case may be.
The Employer other than for Cause, death or Disability, the Date of
Termination shall be the date on which the Employer notifies the Participant
of such termination.
Reason of death or Disability, the Date of Termination shall be the date of
death of the Participant or the Disability Effective Date, as the case may be.
Date of
Termination
Notwithstanding the above, in the event that the Date of Termination as determined
above is not the last date on which the Participant is employed by the Employer, the
Participant's Date of Termination shall be the last date on which the Participant is
employed by the Employer.
Disability
As defined in Section 3.2(b) (ii).
Disability Effective
Date
As defined in Section 3.2(b) (ii).
Effective Date
October 2, 2012.
Employer
The Company or any of its Affiliates.
Excise Tax
The excise tax imposed by Section 4999 of the Code, together with any interest or
penalties imposed with respect to such excise tax.
Good Reason
As defined in Section 3.2(a).
Key Executive
An employee who is employed on a regular basis by the Employer and (i) is serving as
the Companys Chief Executive Officer, (ii) is serving in an executive position that
reports directly to the Companys Chief Executive Officer (Direct Reports), (iii) is
otherwise a member of the Kraft Leadership Team (KLT Member) or (iv) is
otherwise designated by the Committee as eligible to participate in this Plan.
Long-Term Incentive
Plan Award Target
The long-term award that the Participant would receive during a performance cycle
under the Long-Term Incentive Plan or any comparable incentive plan if the target
goals specified under the Long-Term Incentive Plan or such comparable incentive plan
are achieved.
Net After-Tax Benefit
The present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and
280G(d)(4) of the Code) of a Participant's Payments less any Federal, state, and local
income taxes and any Excise Tax payable on such amount.
Non-Competition
Agreement
The agreement of a Participant, not to, without the Company's prior written consent,
engage in any activity or provide any services, whether as a director, manager,
supervisor, employee, adviser, consultant or otherwise, for a period of up to one
(1) year following the Participant's Date of Termination, with a company that is
substantially competitive with a business conducted by the Company and its Affiliates.
Non-Solicitation
Agreement
The agreement of a Participant that he or she will not solicit, directly or indirectly, any
employee of the Company or an Affiliate, or a surviving entity following a Change in
Control, to leave the Company or an Affiliate and to work for any other entity,
whether as an employee, independent contractor or in any other capacity, for a period
of up to one (1) year following the Participants Date of Termination.
Non-U.S. Executive
A Key Executive whose designated home country, for purposes of the Employer's
personnel and benefits programs and policies, is other than the United States.
Participant
A Key Executive who meets the eligibility requirements of Section 2.1; provided,
however, that any Non-U.S. Executive who, under the laws of his or her designated
home country or the legally enforceable programs or policies of the Employer in such
designated home country, is entitled to receive, in the event of termination of
employment (whether or not by reason of a Change in Control), separation benefits at
least equal in aggregate amount to the Separation Pay prescribed under Section 3.3(b),
of this Plan shall not be considered a Participant for the purposes of this Plan.
Payment
Any payment or distribution in the nature of compensation (within the meaning of

Section 280G (b) (2) of the Code) to or for the benefit of the Participant, whether paid
or payable pursuant to this Plan or otherwise.
Plan
The Kraft Foods Group, Inc. Change in Control Plan for Key Executives, as set forth
herein.
Plan Administrator
The third-party accounting, actuarial, consulting or similar firm retained by the

Company prior to a Change in Control to administer this Plan following a Change in
Control.
Separation Benefits
The amounts and benefits payable or required to be provided in accordance with

Section 3.3 of this Plan.
Separation Pay
The amount or amounts payable in accordance with Section 3.3(b) of this Plan.
For a Participant who served as Chief Executive Officer immediately prior to the
Change in Control, the Separation Pay Multiple is three (3).
For a Participant who served as a Direct Report or a KLT Member immediately prior
to the Change in Control, the Separation Pay Multiple is two (2).
Separation Pay Multiple For all other Participants, the Separation Pay Multiple is one and one-half (1.5).
U.S. Executive
A Participant whose designated home country, for purposes of the Employer's

personnel and benefits programs and policies, is the United States.
2. Eligibility
2.1. Participation . Except as set forth in the definition of Participant above, each employee who is a Key Executive on
the Effective Date shall be a Participant in the Plan effective as of the Effective Date and each other employee shall
become a Participant in the Plan effective as of the date of the employee's promotion, hire or other designation as a Key
Executive.
2.2. Duration of Participation . A Participant shall cease to be a Participant in the Plan if (i) the Participant terminates
employment with the Employer under circumstances not entitling him or her to Separation Benefits or (ii) the Participant
otherwise ceases to be (or to be designated) a Key Executive, provided that no Key Executive may be so removed from
Plan participation in connection with or in anticipation of a Change in Control that actually occurs. However, a
Participant who is entitled, as a result of ceasing to be (or to be designated) a Key Executive of the Employer, to receive
benefits under the Plan shall remain a Participant
in the Plan until the amounts and benefits payable under the Plan have been paid or provided to the Participant in full.
3. Separation Benefits
3.1. Right to Separation Benefits . A Participant shall be entitled to receive from the Employer the Separation Benefits as
provided in Section 3.3, if a Change in Control has occurred and the Participant's employment by the Employer is
terminated under circumstances specified in Section 3.2(a), whether the termination is voluntary or involuntary, and if (i)
such termination occurs after such Change in Control and on or before the second anniversary thereof, or (ii) such
termination is reasonably demonstrated by the Participant to have been initiated by a third party that has taken steps
reasonably calculated to effect a Change in Control or otherwise to have arisen in connection with or in anticipation of
such Change in Control and such Change in Control occurs within 90 days of the termination. Termination of
employment shall have the same meaning as separation from service within the meaning of Treasury Regulation
1.409A-1(h).
3.2. Termination of Employment .
(a)
Terminations which give rise to Separation Benefits under this Plan. The circumstances specified in this Section
3.2(a) are any termination of employment with the Employer by action of the Company or any of its Affiliates or
by a Participant for Good Reason, other than as set forth in Section 3.2(b) below. For purposes of this Plan, Good
Reason shall mean:
(i)
(ii)
(iii)
(iv)
(v)
the assignment to the Participant of any duties substantially inconsistent with the Participant's position,
authority, duties or responsibilities in effect immediately prior to the Change in Control, or any other
action by the Company or the Employer that results in a marked diminution in the Participant's position,
authority, duties or responsibilities, excluding for this purpose:
a. changes in the Participant's position, authority, duties or responsibilities which are consistent with the
Participant's education, experience, etc.;
b. an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the
Company and/or the Employer promptly after receipt of notice thereof given by the Participant;
any material reduction in the Participant's base salary, annual incentive or long-term incentive opportunity
as in effect immediately prior to the Change in Control;
the Employer requiring the Participant to be based at any office or location other than any other location
which does not extend the Participant's home to work commute as of the time of the Change in Control by
more than 50 miles;
the Employer requiring the Participant to travel on business to a substantially greater extent than required
immediately prior to the Change in Control; or
any failure by the Company to require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to
assume expressly and agree to perform this Plan in the same manner and to the same extent that the
Company or the Employer would be required to perform it if no such succession had taken place, as
required by Article 5.
The Participant must notify the Company of any event purporting to constitute Good Reason within 45 days following
the Participant's knowledge of its existence, and the Company or the Employer shall have 20 days in which to correct or
remove such Good Reason, or such event shall not constitute Good Reason.
(b)
Terminations which DO NOT give rise to Separation Benefits under this Plan. Notwithstanding Section 3.2(a),
if a Participant's employment is terminated for Cause or Disability (as those terms are
defined below) or as a result of the Participant's death, or the Participant terminates his or her own employment
other than for Good Reason, the Participant shall not be entitled to Separation Benefits under the Plan, regardless
of the occurrence of a Change in Control.
(i)
A termination for Cause shall have occurred where a Participant is terminated because of:
Continued failure to substantially perform the Participant's job's duties (other than resulting from
incapacity due to disability);
b. Gross negligence, dishonesty, or violation of any reasonable rule or regulation of the Company or the
Employer where the violation results in significant damage to the Company or the Employer; or
c. Engaging in other conduct which adversely reflects on the Company or the Employer in any material
respect.
a.
(ii)
(c)
A termination upon Disability shall have occurred where a Participant is absent from the Participant's
duties with the Employer on a full-time basis for 180 consecutive days as a result of incapacity due to
mental or physical illness which is determined to be total and permanent by a physician selected by the
Company or its insurers and acceptable to the Participant or the Participant's legal representative. In such
event, the Participant's employment with the Employer shall terminate effective on the 30th day after
receipt of such notice by the Participant (the Disability Effective Date), provided that, within the 30 days
after such receipt, the Participant shall not have returned to full-time performance of the Participant's
duties.
Notice of termination. Any termination of employment initiated by the Employer for Cause, or by the Participant
for Good Reason, shall be communicated by a Notice of Termination to the other party. For purposes of this Plan,
a Notice of Termination means a written notice which (i) indicates the specific termination provision in this Plan
relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Participant's employment under the provision so indicated, and (iii) specifies
the date upon which the Participant's termination of employment is expected to occur (which date shall be not
more than 30 days after the giving of such notice), provided, however, that such specified date shall not be
considered the Date of Termination for any purpose of this Plan if such date differs from the Participant's actual
Date of Termination. The failure by the Participant or the Employer to set forth in the Notice of Termination any
fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the
Participant or the Employer, respectively, hereunder or preclude the Participant or the Employer, respectively,
from asserting such fact or circumstance in enforcing the Participant's or the Employer's rights hereunder.
3.3. Separation Benefits. If a Participant's employment is terminated under the circumstances set forth in Section 3.2(a)
entitling the Participant to Separation Benefits, and if the Participant signs a Non-Competition Agreement and a NonSolicitation Agreement, the Company shall pay or provide, as the case may be, to the Participant the amounts and
benefits set forth in items (a) through (e) below (the Separation Benefits):
(a)
The Employer shall pay to the Participant, in a lump sum in cash within 30 days after the Date of Termination (or,
if later, 30 days after the date of the Change in Control), or on such later date as required under Section 3.3(g), the
sum of (A) the Participant's Annual Base Salary through the Date of Termination to the extent not theretofore
paid, (B) the product of (x) the Participant's Annual Incentive Award Target and (y) a fraction, the numerator of
which is the number of days in the current fiscal year through the Date of Termination and the denominator of
which is 365, (C) the product of (x) the Participant's Long-Term Incentive Award Target and (y) a fraction, the
numerator of which is the number of days completed in the applicable performance cycle through the Date of
Termination and
the denominator of which is the total number of days in the performance cycle, and (D) any accrued vacation pay,
in each case to the extent not theretofore paid. The sum of the amounts described in sub clauses (A), (B), (C) and
(D), shall be referred to as the Accrued Obligations, and, in the case of the amounts described in sub clauses (B)
and (C), shall be reduced by any amount paid or payable under the Kraft Foods Group, Inc. 2012 Performance
Incentive Plan on account of the same fiscal year or performance cycle, as applicable.
(b)
The Employer also shall pay to the Participant, in a lump sum in cash within 30 days after the Date of Termination
(or, if later, 30 days after the date of the Change in Control), or on such later date as required under Section 3.3(g),
an amount (Separation Pay) equal to the product of (A) the applicable Separation Pay Multiple and (B) the sum
of (x) the Participant's Annual Base Salary and (y) the Participant's Annual Incentive Award Target, reduced (but
not below zero) in the case of any Participant who is a Non-U.S. Executive by the U.S. dollar equivalent
(determined as of the Participant's Date of Termination) of any payments made to the Participant under the laws of
his or her designated home country or any program or policy of the Employer in such country on account of the
Participant's termination of employment.
(c)
Solely with respect to U.S. Participants, for a number of years equal to the applicable Separation Pay Multiple
after the Participant's Date of Termination (or, if later, the date of the Change in Control), or such longer period as
may be provided by the terms of the appropriate plan, program, practice or policy, the Employer shall continue
welfare benefits to the Participant and/or the Participant's family at least equal to those which would have been
provided to them in accordance with the plans, programs, practices and policies (including, without limitation,
medical, prescription, dental, disability, employee/spouse/child life insurance, executive life, estate preservation
(second-to-die life insurance) and travel accident insurance plans and programs), as if the Participant's
employment had not been terminated, or, if more favorable to the Participant, as in effect generally at any time
thereafter with respect to other peer executives of the Company and its Affiliates and their families; provided,
however, that if the Participant becomes reemployed with another employer and is eligible to receive medical or
other welfare benefits under another employer-provided plan, the medical and other welfare benefits described
herein shall be secondary to those provided under such other plan during such applicable period of eligibility. The
period of continuation of any group medical plan coverage under Section 4980B of the Code (the COBRA
Period) shall run concurrently during the period for which medical coverage is provided to the Participant
pursuant to this Section 3.3(c). The provision of medical coverage made during the COBRA Period is intended to
qualify for the exception to deferred compensation as a medical benefit provided in accordance with the provisions
of Section 409A of the Code and Treasury Regulation 1.409A-1(b)(9)(v)(B). Any reimbursements required to be
made to a Participant under any arrangement pursuant to this Section 3.3(c) that is not described in the preceding
sentence or is not excepted from Section 409A of the Code under Treasury Regulation 1.409A-1(a)(5) shall be
made to the Participant no later than the end of the Participant's second taxable year following the expense being
reimbursed was incurred. The maximum amount of any such welfare benefits provided to a Participant under this
provision in any calendar year shall not be increased or decreased to reflect the amount of such welfare benefits
provided to such Participant under this provision in a prior or subsequent calendar year. For purposes of
determining the Participant's eligibility for retiree benefits pursuant to such welfare plans, practices, programs and
policies, the Participant shall be considered to have remained employed for a number of years equal to the
applicable Separation Pay Multiple after the Date of Termination; provided, however, that the Participant's
commencement of such retiree benefits shall not be any sooner than the date on which the Participant attains 55
years of age and provided, further, that the Participant's costs under any such retiree benefits plans, practices,
programs or policies shall be based upon actual service with the Company and its Affiliates.
(d)
The Employer shall, at its sole expense, provide the Participant with outplacement services through the provider of
the Company's choice, the scope of which shall be chosen by the Participant in his or her sole discretion within the
terms and conditions of the Company's outplacement services policy as in effect immediately prior to the Change
in Control, but in no event shall such outplacement services continue for more than two years after the calendar
year in which the Participant terminates employment.
(e)
The Employer shall, for a number of years equal to the applicable Separation Pay Multiple after the Participant's
Date of Termination, or after the Change in Control, if later, or such longer period as may be provided by the
terms of the appropriate perquisite, continue the perquisites at least equal to those which would have been
provided to them in accordance with the perquisites in effect immediately prior to the Change in Control;
provided, however, that the maximum value of perquisites provided to a Participant under this provision in any
calendar year shall not be increased or decreased to reflect the value of perquisites provided to such Participant
under this provision in a prior or subsequent calendar year. Any reimbursements to a Participant for costs
associated with such continued perquisites shall be made no later than the end of the Participant's second taxable
year following the date the Participant incurred such cost. This clause does not apply to personal use of the
Company aircraft to the extent that this perquisite is in effect for any Key Executive immediately prior to the
Change in Control.
(f)
To the extent not theretofore paid or provided, the Employer shall pay or provide to the Participant, at the time
otherwise payable, any other amounts or benefits required to be paid or provided or that the Participant is eligible
to receive under any plan, program, policy or practice or contract or agreement of the Company and its Affiliates.
(g)
Notwithstanding the foregoing, if the Participant is a specified employee within the meaning of Section 409A of
the Code, then (i) any payments described in Sections 3.3(a) and (b) which the Company determines constitute the
payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, shall be
delayed and become payable within five days after the six-month anniversary of the Participant's termination of
employment and (ii) any benefits provided under Sections 3.3(c) and (e) which the Company determines constitute
the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, shall be
provided at the Participant's sole cost during the six-month period after the date of the Participant's termination of
employment, and within five days after the expiration of such period the Company shall reimburse the Participant
for the portion of such costs payable by the Company pursuant to Sections 3.3(c) and (e) hereof.
(h)
For all purposes under the applicable Company non-qualified defined benefit pension plan, the Company shall
credit the Participant with a number of additional years of service equal to the applicable Separation Pay Multiple
and shall add a number of years equal to the applicable Separation Pay Multiple to the Participant's age.
3.4. Certain Additional Payments by the Employer.

(a)
Anything in this Plan to the contrary notwithstanding, with respect to any Participant who is a citizen or resident
of the United States, in the event it shall be determined that any Payment would be subject to the Excise Tax, then
the Payments to the Participant, in the aggregate, shall be the greater of:
(i)
The Net After-Tax Benefit, or
(ii)
An amount (the Reduced Amount) that is one dollar less than the smallest amount that would give rise
to any Excise Tax.
The Company and its Affiliates shall bear no responsibility for any Excise Tax payable on any Reduced Amount
pursuant to a subsequent claim by the Internal Revenue Service or otherwise. For purposes of determining the
Reduced Amount under this Section 3.4(a), amounts otherwise payable to the Participant under the Plan shall be
reduced, to the extent necessary, in the following order: first, Separation Pay under Section 3.3(b), then Accrued
Obligations payable under Section 3.3(a), other than Annual Base Salary through the Date of Termination,
followed by outplacement services payable under Section 3.3(d), welfare benefits payable under Section 3.3(c),
and, finally, perquisites payable under Section 3.3(e). In the event that such reductions are not sufficient to reduce
the aggregate Payments to the Participant to the Reduced Amount, then Payments due the Participant under any
other plan shall be reduced in the order determined by the Plan Administrator in its sole discretion.
(b)
All determinations required to be made under this Section 3.4, including whether a Reduced Amount or a Net
After-Tax Benefit is payable, and the assumptions to be utilized in arriving at such determinations, shall be made
by the Company's independent auditors or such other nationally recognized certified public accounting firm as
may be designated by the Company and approved by the Participant (the Accounting Firm), which shall provide
detailed supporting calculations both to the Company and the Participant within 15 business days of the receipt of
notice from the Participant that there has been a Payment, or such earlier time as is requested by the Company. All
fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the
Accounting Firm shall be binding upon the Company, its Affiliates and the Participant.
3.5. Payment Obligations Absolute. Upon a Change in Control and termination of employment under the circumstances
described in Section 3.2(a), the obligations of the Company and its Affiliates to pay or provide the Separation Benefits
described in Section 3.3 shall be absolute and unconditional and shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company or any of the
Affiliates may have against any Participant. In no event shall a Participant be obligated to seek other employment or take
any other action by way of mitigation of the amounts payable to a Participant under any of the provisions of this Plan,
nor shall the amount of any payment or value of any benefits hereunder be reduced by any compensation or benefits
earned by a Participant as a result of employment by another employer, except as specifically provided under Section
3.3.
3.6. Non-Competition and Non-Solicitation. Upon a Change in Control and termination of employment under the
circumstances described in Section 3.2(a), the obligations of the Company and its Affiliates to pay or provide the
Separation Benefits described in Section 3.3 are contingent on the Participants adhering to the Non-Competition
Agreement and the Non-Solicitation Agreement. Should the Participant violate the Non-Competition Agreement or NonSolicitation Agreement, the Participant will be obligated to pay back to the Employer all payments received pursuant to
this Plan and the Employer will have no further obligation to pay the Participant any payments that may be remaining
due under this Plan.
3.7.
Non-Disparagement. Upon a Change in Control and termination of employment under the circumstances
described in Section 3.3 are contingent on the Participant's adhering to certain non-disparagement provisions. The
Participant agrees that, in discussing their relationship with the Employer, such Participant will not disparage, discredit
or otherwise treat in a detrimental manner the Employer, its affiliated and parent companies or their officers, directors
and employees. The Employer agrees that, in
discussing its relationship with the Participant, it will not disparage or discredit such Participant or otherwise treat such
Participant in a detrimental way.
3.8
General Release of Claims. Upon a Change in Control and termination of employment under the circumstances
described in Section 3.3 are contingent on the Participant's (for him/herself, his/her heirs, legal representatives and
assigns) agreement to execute a general release in the form and substance to be provided by Employer, releasing the
Employer, its affiliated companies and their officers, directors, agents and employees from any claims or causes of
action of any kind that the Participant might have against any one or more of them as of the date of this Release,
regarding his/her employment or the termination of that employment. The Participant understands that this Release
applies to all claims (s)he might have under any federal, state or local statute or ordinance, or the common law, for
employment discrimination, wrongful discharge, breach of contract, violations of Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers Benefit Protection
Act, the Employee Retirement Income Security Act, the Americans With Disabilities Act, or the Family and Medical
Leave Act, and all other claims related in any way to Participant's employment or the termination of that employment.
3.9. Non-Exclusivity of Rights. Nothing in this Plan shall prevent or limit the Participant's continuing or future
participation in any plan, program, policy or practice provided by the Company or any of the Affiliates and for which the
Participant may qualify, nor, subject to Section 6.2, shall anything herein limit or otherwise affect such rights as the
Participant may have under any contract or agreement with the Company or any of the Affiliates. Amounts or benefits
which the Participant is otherwise entitled to receive under any plan, policy, practice or program of or any contract or
agreement with the Company or any of the Affiliates shall be payable in accordance with such plan, policy, practice or
program or contract or agreement, except as explicitly modified by this Plan.
4. Successor to Company
This Plan shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase,
merger, consolidation or otherwise), in the same manner and to the same extent that the Company or its Affiliates would
be obligated under this Plan if no succession had taken place.
In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound
by this Plan, the Company shall require such successor expressly and unconditionally to assume and agree to perform
the Company's or its Affiliates' obligations under this Plan, in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place. The term Company, as used in this Plan, shall
mean the Company as hereinbefore defined and any successor or assignee to the business or assets which by reason
hereof becomes bound by this Plan.
5. Duration, Amendment and Termination
5.1. Duration . This Plan shall remain in effect until terminated as provided in Section 5.2. Notwithstanding the
foregoing, if a Change in Control occurs, this Plan shall continue in full force and effect and shall not terminate or expire
until after all Participants who become entitled to any payments or benefits hereunder shall have received such payments
or benefits in full.
5.2. Amendment and Termination . The Plan may be terminated or amended in any respect by resolution adopted by the
Committee unless a Change in Control has previously occurred. However, after the Board has knowledge of a possible
transaction or event that if consummated would constitute a Change in Control, this Plan may not be terminated or
amended in any manner which would adversely affect the rights or potential
rights of Participants, unless and until the Board has determined that all transactions or events that, if consummated,
would constitute a Change in Control have been abandoned and will not be consummated, and, provided that, the Board
does not have knowledge of other transactions or events that, if consummated, would constitute a Change in Control. If a
Change in Control occurs, the Plan shall no longer be subject to amendment, change, substitution, deletion, revocation or
termination in any respect that adversely affects the rights of Participants, and no Participant shall be removed from Plan
participation.
6. Miscellaneous
6.1. Legal Fees . The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the
Participant may reasonably incur as a result of any contest by the Company or the Affiliates, the Participant or others of
the validity or enforceability of, or liability under, any provision of this Plan or any guarantee of performance thereof
(including as a result of any contest by the Participant about the amount of any payment pursuant to this Plan), plus in
each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the
Code; provided that the Company shall have no obligation under this Section 6.1 to the extent the resolution of any such
contest includes a finding denying, in total, the Participants claims in such contest.
6.2. Employment Status . This Plan does not constitute a contract of employment or impose on the Participant, the
Company or the Participant's Employer any obligation to retain the Participant as an employee, to change the status of
the Participant's employment as an at will employee, or to change the Company's or the Affiliates' policies regarding
termination of employment.
6.3. Tax Withholding . The Employer may withhold from any amounts payable under this Plan such Federal, state, local
or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
6.4. Validity and Severability . The invalidity or unenforceability of any provision of the Plan shall not affect the validity
or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
6.5. Governing Law . The validity, interpretation, construction and performance of the Plan shall in all respects be
governed by the laws of the Commonwealth of Virginia, without reference to principles of conflict of law.
6.6. Section 409A of the Code . The Plan shall be interpreted, construed and operated to reflect the intent of the
Company that all aspects of the Plan shall be interpreted either to be exempt from the provisions of Section 409A of the
Code or, to the extent subject to Section 409A of the Code, comply with Section 409A of the Code and any regulations
and other guidance thereunder. Notwithstanding anything to the contrary in Section 5.2, this Plan may be amended at
any time, without the consent of any Participant, to avoid the application of Section 409A of the Code in a particular
circumstance or to the extent determined necessary or desirable to satisfy any of the requirements under Section 409A of
the Code, but the Employer shall not be under any obligation to make any such amendment. Nothing in the Plan shall
provide a basis for any person to take action against the Employer based on matters covered by Section 409A of the
Code, including the tax treatment of any award made under the Plan, and the Employer shall not under any
circumstances have any liability to any Participant or other person for any taxes, penalties or interest due on amounts
paid or payable under the Plan, including taxes, penalties or interest imposed under Section 409A of the Code.
6.7 Claim Procedure . If a Participant makes a written request alleging a right to receive Separation Benefits under the
Plan or alleging a right to receive an adjustment in benefits being paid under the Plan, the Company shall treat it as a
claim for benefits. All claims for Separation Benefits under the Plan shall be sent to the
General Counsel of the Company and must be received within 30 days after the Date of Termination. If the Company
determines that any individual who has claimed a right to receive Separation Benefits under the Plan is not entitled to
receive all or a part of the benefits claimed, it will inform the claimant in writing of its determination and the reasons
therefore in terms calculated to be understood by the claimant. The notice will be sent within 90 days of the written
request, unless the Company determines additional time, not exceeding 90 days, is needed and provides the Participant
with notice, during the initial 90-day period, of the circumstances requiring the extension of time and the length of the
extension. The notice shall make specific reference to the pertinent Plan provisions on which the denial is based, and
describe any additional material or information that is necessary. Such notice shall, in addition, inform the claimant what
procedure the claimant should follow to take advantage of the review procedures set forth below in the event the
claimant desires to contest the denial of the claim. The claimant may within 90 days thereafter submit in writing to the
Plan Administrator a notice that the claimant contests the denial of his or her claim by the Company and desires a further
review. The Plan Administrator shall within 60 days thereafter review the claim and authorize the claimant to appear
personally and review the pertinent documents and submit issues and comments relating to the claim to the persons
responsible for making the determination on behalf of the Plan Administrator. The Plan Administrator will render its
final decision with specific reasons therefor in writing and will transmit it to the claimant within 60 days of the written
request for review, unless the Plan Administrator determines additional time, not exceeding 60 days, is needed, and so
notifies the Participant during the initial 60-day period. If the Plan Administrator fails to respond to a claim filed in
accordance with the foregoing within 60 days or any such extended period, the Plan Administrator shall be deemed to
have denied the claim. The Committee may revise the foregoing procedures as it determines necessary to comply with
changes in the applicable U.S. Department of Labor regulations.
6.8. Unfunded Plan Status . This Plan is intended to be an unfunded plan and to qualify as a severance pay plan within
the meaning of Labor Department Regulations Section 2510.3-2(b). All payments pursuant to the Plan shall be made
from the general funds of the Employer and no special or separate fund shall be established or other segregation of assets
made to assure payment. No Participant or other person shall have under any circumstances any interest in any particular
property or assets of the Company or its Affiliates as a result of participating in the Plan. Notwithstanding the foregoing,
the Committee may authorize the creation of trusts or other arrangements to assist in accumulating funds to meet the
obligations created under the Plan; provided, however, that, unless the Committee otherwise determines, the existence of
such trusts or other arrangements is consistent with the unfunded status of the Plan.
6.9. Reliance on Adoption of Plan . Subject to Section 5.2, each person who shall become a Key Executive shall be
deemed to have served and continue to serve in such capacity in reliance upon the Change in Control provisions
contained in this Plan.
6.10. Plan Supersedes prior U.S. Arrangements with one Exception . For the period of two years following the
occurrence of a Change in Control, the provisions of this Program shall supersede, with respect to U.S. Participants, any
and all plans, programs, policies and arrangements of the Company or its Affiliates providing severance benefits,
EXCEPT FOR the 2012 Performance Incentive Plan.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officer effective as
of the Effective Date set forth above.
By:
/s/ Diane Johnson May

Diane Johnson May
EXHIBIT 10.7
Kraft Foods Group, Inc

Management Stock Purchase Plan
- PLAN DOCUMENT -

MANAGEMENT STOCK PURCHASE PLAN
1.
ESTABLISHMENT OF PLAN; PURPOSE. This Kraft Foods Group, Inc. Management Stock Purchase Plan
(this MSPP) was adopted by the Board of Directors (the Board) of Kraft Foods Group, Inc. (the Company) on
October 29, 2012 and amended on January 30, 2014 and January 1, 2015. This MSPP is intended to provide certain
key employees of the Company and its affiliates with the opportunity to defer a portion of their bonus compensation and
to align management and shareholder interests through awards of Deferred Compensation Units under this MSPP and
awards of Restricted Stock Units under Section 5(a)(v) of the Kraft Foods Group, Inc. 2012 Performance Incentive Plan
(the PIP).
2.
TAX COMPLIANCE. Notwithstanding anything in this MSPP to the contrary, this MSPP shall be construed to
reflect the intent of the Company that all elections to defer, awards issued hereunder, distributions, and other aspects of
this MSPP shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (the Code) and any
regulations and other guidance thereunder to the extent applicable. This MSPP may be amended at any time, without
the consent of any party, to avoid the application of Section 409A of the Code in a particular circumstance or as is
necessary or desirable to satisfy any of the requirements under Section 409A of the Code, but the Company shall not
be under any obligation to make any such amendment. Nothing in this MSPP shall provide a basis for any person to
take action against the Company or any affiliate based on matters covered by Section 409A of the Code, including the
tax treatment of any amount paid or award made under this MSPP, and neither the Company nor any of its affiliates
shall under any circumstances have any liability to any Participant or his estate for any taxes, penalties or interest due
on amounts paid or payable under this MSPP, including taxes, penalties or interest imposed under Section 409A of the
Code or the law or legislation otherwise applicable to the Participant.
3.
ELIGIBILITY; PARTICIPATION; ADMINISTRATION.
3.1 Eligibility . An employee of the Company or an affiliate shall be eligible to participate in this MSPP if the
employee (a) is in salary bands, pay grades or other category designated and approved by the Committee, (b) is
employed by the Company or an affiliate on the first date of the annual enrollment period for this MSPP, and (c) is a
member of a select group of management or highly compensated employees within the meaning of the Employee
Retirement Income Security Act of 1974, as amended (ERISA) (each such employee who elects to defer bonus
compensation pursuant to this MSPP is referred to herein as a Participant).
3.2 Participation . An eligible employee may elect to participate in this MSPP with respect to any Plan Year
by submitting a participation agreement in the form determined by the Company (a Participation Agreement) to the
Company or its affiliate, as applicable, on or before to the date established by the Company, in accordance with Section
4.2 of this MSPP. The Plan Year shall be the calendar year.
3.3 Administration . This MSPP shall be administered by the Compensation Committee of the Board (the
Committee). The Committee has full discretionary authority to construe and interpret the provisions of this MSPP and
make factual determinations hereunder, including the power to determine the rights or eligibility of employees or
Participants and any other persons, and the amounts of their benefits under this MSPP, and to remedy ambiguities,
inconsistencies or omissions, and such determinations shall be binding on all parties. The Committee, from time to
time, may adopt such rules and regulations as may be necessary or desirable for the proper and efficient administration
of this MSPP and as are consistent with the terms of this MSPP. The Committee may delegate all or any part of its
powers, rights, and duties under this MSPP to such person or persons as it may deem advisable, and may engage
agents to provide certain administrative services with respect to this MSPP. To enable the Committee to perform its
duties, the Company and its affiliates shall supply full and timely information to the Committee of all matters relating to
the retirement, disability, death, or other cause for termination of employment of all Participants, and such other
pertinent facts as the Committee may require.
4.
DEFERRED COMPENSATION UNIT AWARDS; RESTRICTED STOCK UNIT AWARDS

4.1
Shares Subject to this MSPP.
(a)
Shares Available . The total number of shares of common stock of the Company (Shares) reserved
and available for issuance pursuant to Deferred Compensation Units under this MSPP shall be 5,000,000. For the
avoidance of doubt, Shares issued pursuant to awards of Matching RSUs under this MSPP shall not reduce the share
pool set forth in the preceding sentence, but instead shall be issued from the share pool under the PIP. The Shares
issued pursuant to this MSPP may be Shares that are authorized and unissued or Shares that were acquired by the
Company, including Shares purchased on the open market.
(b)
Adjustments for Certain Corporate Transactions . In the event of any merger, share exchange,
reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend, stock split, reverse stock
split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Shares in any
case after adoption of this MSPP by the Board, the Committee shall make such adjustments or substitutions with
respect to this MSPP and to awards granted thereunder as it deems appropriate to reflect the occurrence of such
event, including, but not limited to, adjustments to the aggregate number and kind of securities reserved for issuance
under this MSPP and to the number and kind of securities subject to outstanding awards.
4.2 Bonus Deferral Commitment. A Participant may elect to defer up to 50% of his or her annual incentive
award (in increments of 1% or as otherwise determined by the Committee), paid under the Companys Performance
Incentive Plan (Bonus Compensation), in a Participation Agreement for a period of three (3) years, or such longer
period as may be permitted by the Committee (the Deferral Period) from the date that amounts subject to such
election would otherwise become payable (the Deferral Date) (any amount so elected to be deferred pursuant to this
MSPP is referred to herein as a Bonus Deferral Commitment). To the extent applicable, Bonus Deferral Commitments
under this MSPP are intended to conform to the requirements of Section 409A of the Code. The amount to be deferred
shall be stated as a percentage of any Bonus Compensation payable during the Plan Year with respect to which the
deferral applies from any Bonus Compensation payable during such Plan Year, or in such other form as allowed by the
Committee consistent with the applicable requirements of Section 409A of the Code. Each Bonus Deferral Commitment
shall be obtained by a Participant not later than six months prior to the last day of the applicable performance period, or
at such other time and in such manner that complies with Section 409A of the Code and any regulatory or other
guidance issued thereunder to the extent applicable.
4.3
Awards of Deferred and Restricted Stock Units.
(a)
Deferred Compensation Unit Awards . A Deferred Compensation Unit or DCU shall be a
bookkeeping unit equivalent to one Share. DCUs shall not constitute actual stock and shall have no voting rights. On
the Deferral Date, the Company shall award to the Participant DCUs covering a number of Shares having an aggregate
Fair Market Value on the Deferral Date equal to the amount of the Bonus Compensation elected to be deferred
(rounded down to the nearest whole Share, with any remaining cash payable to the Participant as soon as practicable
by regularly scheduled payroll or otherwise, but in no event later than 30 days after the Deferral Date. ) and
withhold from the Bonus Compensation otherwise payable an amount equal to the Fair Market Value of such DCUs on
the Deferral Date. For these purposes, the Fair Market Value means, as of any given date, the closing price of the
Shares on the NASDAQ Global Select Market or if the Shares are not traded on the NASDAQ Global Select Market,
the principal securities exchange or any other national market system or automated quotation system on which the
Shares are listed, quoted or traded, or, if no such sale of Shares is reported on such date, the fair market value of the
Shares as determined by the Committee in good faith. Any DCU granted to a Participant under this MSPP shall be
credited to a Deferred Compensation Unit bookkeeping account maintained by the Company for such Participant.
(b)
Matching Restricted Stock Unit Awards . In addition to the DCUs, on the Deferral Date the Company
shall also award to the Participant pursuant to the terms of the PIP, Restricted Stock Units (Matching RSUs) covering
a number of Shares equal to 25% of the number of Shares subject to the DCUs awarded to the Participant on the
Deferral Date pursuant to Section 4.3(a) of this MSPP (rounded down to the nearest whole Share). Matching RSUs
shall not constitute actual stock and shall have no voting rights. Any Matching RSU granted to a Participant under this
MSPP shall be credited to a Restricted Stock Unit bookkeeping account maintained by the Company for such
Participant.
(c)
Vesting . Unless otherwise provided for in the terms of an award agreement, all DCUs shall be fully
vested as of the applicable Deferral Date. Matching RSUs shall vest on the earlier of (i) the effective date of the
Participants normal retirement, as defined in the Companys U.S. tax qualified defined benefit pension plan or the
affiliates pension plan, as the case may be, (ii) for a retirement not set forth in Section 4.3(c)(i) above, the effective
date of the Participants retirement, provided that such Participants Matching RSUs shall vest on a pro rata basis
calculated based on the months of service completed during the Deferral Period and prior to the effective date of such
retirement divided by 36, (iii) the date of the Participants death, (iv) the effective date of the Participants disability (as
defined under the terms of the Companys or affiliates Long-Term Disability Plan, as the case may be), (v) the third
anniversary of the Deferral Date, or (vi) as otherwise described in the applicable award agreement. All other terms and
conditions of the DCUs and the Matching RSUs shall be as set forth in an applicable award agreement or in this MSPP
or the PIP.
(d)
Employment Required . Notwithstanding anything herein to the contrary, a Participant must be
employed by the Company or an affiliate of the Company on the Deferral Date in order to receive an award of DCUs or
Matching RSUs under this MSPP.
4.4
Dividend Equivalent Rights. Unless otherwise provided by the Committee, any awards of DCUs or
Matching RSUs under this MSPP shall earn dividend equivalents. Unless otherwise provided by the Committee, such
dividend equivalents shall be made (by regularly scheduled payroll or otherwise) as soon as practicable on or after the
date on which such dividends are paid (and in no event later than 30 days after the date on which such dividends are
paid). At the Committees discretion, any crediting of dividend equivalents may be subject to such restrictions and
conditions as the Committee may establish, including reinvestment in additional Shares, DCUs or RSUs.
4.5
Modification of Bonus Deferral Commitment. A Bonus Deferral Commitment shall be irrevocable
except that the Committee may, in its sole and absolute discretion, permit a Participant to reduce the amount to be
deferred, or waive the remainder of the Bonus Deferral Commitment upon a finding that the Participant has suffered an
Unforeseeable Emergency (as defined below). The dollar amount associated with such a reduction or waiver shall not
exceed the amount required (including anticipated taxes on the distribution) to meet the emergency financial need and
not reasonably available from other resources of the Participant (including reimbursement or compensation by
insurance, cessation of deferrals under this MSPP, and liquidation of the Participants assets, to the extent liquidation
itself would not cause severe financial hardship). If the Committee grants a reduction or waiver request pursuant to this
Section 4.5, the Participant will forfeit any unvested Matching RSUs associated with the reduction or waiver and will not
be allowed to enter into a new Bonus Deferral Commitment for the remainder of the Plan Year in which the reduction or
waiver of the Bonus Deferral Commitment occurs and the following Plan Year. Any resumption of the Participants
deferrals under this MSPP shall be made only at the election of the Participant in accordance with this Section 4.
An Unforeseeable Emergency is a severe financial hardship to the Participant resulting from:
(a) Medical expenses resulting from a sudden unexpected illness or accident incurred by the Participant, his
spouse, his beneficiary, or his dependents (as defined in Code Section 152(a) without regard to section 152
(b)(1), (b)(2), and (d)(1)(B) for employees of the Company);
(b) Uninsured casualty loss pertaining to property owned by the Participant; or
(c) Other similar extraordinary and unforeseeable circumstances involving an uninsured loss arising from an
event beyond the control of the Participant.

Any DCUs subject to such waiver or reduction request shall be distributed to the Participant in the form of
Shares as soon as practicable following the grant of such waiver or reduction request.
5.
TIME AND FORM OF PAYMENT.
5.1 Time and Form of Payment. DCUs shall be settled with the Participant (or his or her beneficiary) in the
form of Shares as soon as practicable after the date on which (a) the Deferral Period expires, (b) the Participant dies,
(c) the Participant becomes disabled (pursuant to the terms of the Companys of affiliates Long-Term Disability Plan,
as the case may be), or (d) the Participant experiences a Separation from Service (within the meaning of Section 409A
of the Code and the regulations, notices and other guidance thereunder). Vested RSUs shall be settled with the
Participant (or his or her beneficiary) in Shares as soon as practicable after the date on which the RSUs vest in
accordance with the terms of this MSPP, and in all events no later than March 15 th of the year following the year in
which such RSUs vest.
5.2
Specified Employees. Notwithstanding anything herein to the contrary, and subject to Code
Section 409A, to the extent Code Section 409A(2)(B) is applicable, payment under this Section 5 shall not be made to
any Participant who is a Specified employee (within the meaning of Section 409A of the Code and the regulations,
notices and other guidance thereunder) before the date that is not less than six months after the date of the
Participants Separation from Service.
6.
AMENDMENTS AND TERMINATION. The Company reserves the right to amend, modify, or terminate this
MSPP (in whole or in part) at any time by action of the Board or the Committee, with or without prior notice. Except as
described below in this Section 6 or in Section 2, no such amendment or termination shall in any material manner
adversely affect any Participants rights to any amounts already deferred or credited hereunder or deemed earnings
thereon, up to the point of amendment or termination, without the consent of the Participant. Subject to the above
provisions, the Board shall have broad authority to amend this MSPP to take into account changes in applicable law,
including but not limited to securities and tax laws and accounting rules.
7.
MISCELLANEOUS.
7.1 Contractual Obligation. This MSPP shall create an unfunded, unsecured contractual obligation on the
part of the Company to make payments and issue Shares under DCUs and Matching RSUs.
7.2 Unsecured Interest. No Participant or party claiming an interest in benefits of a Participant hereunder
shall have any interest whatsoever in any specific asset of the Company. To the extent that any party acquires a right to
receive payments or Shares under this MSPP, such right shall be equivalent to that of an unsecured general creditor of
the Company. Each Participant, by participating hereunder, agrees to waive any priority creditor status with respect to
any amounts due hereunder. The Company shall have no duty to set aside or invest any amounts credited to DCU or
Matching RSU awards under this MSPP.
7.3
Transferability . Except as provided in the applicable award agreement or otherwise required by law,
awards shall not be transferable or assignable other than by will or the laws of descent and distribution. In no event
may any award be transferred in exchange for consideration.
7.4
Representations and Restrictions . The Committee may require each person acquiring Shares
pursuant to an award to represent to and agree with the Company in writing that such person is acquiring the Shares
without a view to the distribution thereof. The certificates for such shares may include any legend that the Committee
deems appropriate to reflect any restrictions on transfer. All certificates for Shares or other securities delivered under
this MSPP shall be subject to such stock transfer orders and
other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission or other applicable securities commission, any stock exchange upon which the
Shares are then listed, and any applicable federal, state or foreign securities law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
7.5
No Right to Employment . Neither the adoption of this MSPP nor the granting of awards under this
MSPP shall confer upon any employee any right to continued employment nor shall they interfere in any way with the
right of the Company, or a subsidiary or an affiliate thereof, to terminate the employment of any employee at any time.
Nothing contained in this MSPP shall prevent the Company, or a subsidiary or an affiliate thereof, from adopting other
or additional compensation arrangements for their respective employees.
7.6 Tax Withholding . No later than the date as of which an amount first becomes includible in the gross
income of the Participant for income tax purposes with respect to any award under this MSPP, the Participant shall pay
to the Company or its affiliate, or make arrangements satisfactory to the Company or its affiliate regarding the payment
of, any federal, state, provincial, local or foreign taxes, premiums or contributions of any kind which are required by law
or applicable regulation to be withheld with respect to such amount. Unless otherwise determined by the Committee,
withholding obligations arising from an award (including the issuance or other transfer of Shares) may be settled with
Shares, including Shares that are part of, or are received upon conversion of, the award that gives rise to the
withholding requirement. In no event shall the Fair Market Value of the Shares to be withheld and delivered pursuant to
this Section 7.6 to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of
taxes required to be withheld. The obligations of the Company under this MSPP shall be conditional on such payment
or arrangements, and the Company, its subsidiaries and its affiliates shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment otherwise due to the Participant. The Committee may establish such
procedures as it deems appropriate, including the making of irrevocable elections, for the settling of withholding
obligations with Shares.
7.7 Governing Law; Jurisdiction; Venue . This MSPP and all awards made and actions taken hereunder
shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding any
conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this MSPP to the
substantive law of another jurisdiction. Unless otherwise provided in an award, recipients of an award under this MSPP
are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of the Commonwealth of
Virginia, to resolve any and all issues that may arise out of or relate to this MSPP or any related award.
7.8 Successors . All obligations of the Company under this MSPP with respect to awards granted hereunder
shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the
Company.
7.9
Severability . If any provision of this MSPP is held invalid or unenforceable, the invalidity or
unenforceability shall not affect the remaining parts of this MSPP, and this MSPP shall be enforced and construed as if
such provision had not been included.
7.10
Rules for Non-U.S. Jurisdictions . The Committee may adopt rules or procedures relating to the
operation and administration of this MSPP to accommodate the specific requirements of local laws and procedures.
Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures
regarding handling of payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding
procedures and handling of stock certificates which vary with local requirements. The Committee may also adopt subplans applicable to particular affiliates of the Company or locations. The rules of such sub-plans may take precedence
over other provisions of this MSPP, with the exception of Section 4.1, but unless otherwise superseded by the terms of
such sub-plan, the provisions
of this MSPP shall govern the operation of such sub-plan. The parties declare that it was their wish that this MSPP and
all documents or notices in connection herewith be drawn up in the English Language. Les parties aux prsentes
dclarent avoir souhait que la prsente MSPP et tout document et avis sy rattachant soient rdigs en langue
anglaise.
8.
CLAIMS PROCEDURE.
8.1
Claim. The Committee shall establish rules and procedures to be followed by Participants and their
beneficiaries in (a) filing claims for benefits, and (b) for furnishing and verifying proof necessary to establish the right to
benefits in accordance with this MSPP, consistent with the remainder of this Section 8. Such rules and procedures shall
require that claims and proof be made in writing and directed to the Committee.
8.2 Review of Claim. The Committee or its designee shall review all claims for benefits. Upon receipt by the
Committee of such a claim, it shall determine all facts which are necessary to establish the right of the claimant to
benefits under the provisions of this MSPP and the amount thereof as herein provided within ninety (90) days of receipt
of such claim. If prior to the expiration of the initial ninety (90) day period, the Committee determines additional time is
needed to come to a determination on the claim, the Committee shall provide written notice to the Participant,
beneficiary or other claimant of the need for the extension, not to exceed a total of one hundred eighty (180) days from
the date the application was received.
8.3 Notice of Denial of Claim. In the event that any Participant, beneficiary or other claimant claims to be
entitled to a benefit under this MSPP, and the Committee determines that such claim should be denied, in whole or in
part, the Committee shall, in writing, notify such claimant that the claim has been denied, in whole or in part, setting
forth the specific reasons for such denial. Such notification shall be written in a manner reasonably expected to be
understood by such claimant, shall refer to the specific sections of the MSPP relied on, shall describe any additional
material or information necessary for the claimant to perfect the claim, shall provide an explanation of why such
material or information is necessary, and, where appropriate, shall include an explanation of how the claimant can
obtain reconsideration of such denial.
8.4
Reconsideration of Denied Claim.
(a)
Within sixty (60) days after receipt of the notice of the denial of a claim, such claimant or duly
authorized representative may request, by mailing or delivery of such written notice to the Committee, a reconsideration
by the Committee of the decision denying the claim. If the claimant or duly authorized representative fails to request
such a reconsideration within such sixty (60) day period, it shall be conclusively determined for all purposes of this
MSPP that the denial of such claim by the Committee is correct. If such claimant or duly authorized representative
requests a reconsideration within such sixty (60) day period, the claimant or duly authorized representative shall have
thirty (30) days after filing a request for reconsideration to submit additional written material in support of the claim,
review pertinent documents, and submit issues and comments in writing.
(b)
After such reconsideration request, the Committee shall determine within sixty (60) days of receipt of
the claimants request for reconsideration whether such denial of the claim was correct and shall notify such claimant in
writing of its determination. The written notice of the Committees decision shall be in writing and shall include specific
reasons for the decision, shall be written in a manner reasonably calculated to be understood by the claimant, and shall
identify specific references to the pertinent MSPP provisions on which the decision is based. In the event of special
circumstances determined by the Committee, the time for the Committee to make a decision may be extended by an
additional sixty (60) days upon written notice to the claimant prior to the commencement of the extension.
EXHIBIT 10.10
December 17, 2014

Mr. John T. Cahill
Dear John,
I am very pleased to confirm the offer extended to you by our Board of Directors for the position of Chairman and Chief Executive Officer of
Kraft Foods Group, Inc. (Kraft or the Company), effective December 28, 2014. This letter sets forth all of the terms and conditions of the
offer.
Annualized Compensation (Range of Opportunity)
Annual Base Salary

Annual Incentive Target Opportunity (Target equals
160% of base salary)
Long-Term Incentive Target Opportunity
Total Annual Compensation
Target
1,100,000
$
$
$
1,760,000
6,640,000
9,500,000
Your compensation is described in greater detail below.

Annual Incentive Plan
You will be eligible to participate in the Kraft Management Incentive Plan (MIP), which is the Companys annual incentive program. Your
target annual incentive award opportunity under MIP will be equal to 160% of your base salary (and your maximum incentive award opportunity
will be capped at 250% of target). The actual amount you will receive may be lower or higher than your target incentive award opportunity
depending on your individual performance and the performance of the Company. Your 2015 annual incentive award will be payable no later
than March 15, 2016. Your MIP eligibility will begin on your date of employment.
Long-Term Incentive Opportunity

Typically, each year you will be eligible to receive a long-term incentive (LTI) grant. Generally, the LTI mix includes performance shares,
restricted stock units and stock options. At the beginning of each year, the total target value of your LTI awards will be established by the
Compensation Committee. For 2015, your long-term incentive awards will be as follows:
Performance Shares (60% of total LTI value)
Stock Options (20% of total LTI value)
Restricted Stock Units (20% of total LTI value)
The Company reserves the right to change the mix, type and value of long-term incentive awards granted each year. Your eligibility to receive an
annual LTI grant will begin in 2015.
All existing LTI awards granted to you prior to becoming Chief Executive Officer will continue to be governed under the provisions of the offer
letter to you dated December 3, 2011 and the award agreements applicable to such awards.
Page 2
The applicable stock award agreements will provide details regarding the vesting and other provisions of these awards. Below is a summary of
the stock award treatment under several scenarios.
In the event that you no longer hold the position of Chief Executive Officer of Kraft, the treatment of equity awards granted to you
upon assumption of that role or at any other future date while you remain CEO (unless specifically stated otherwise in the applicable
stock award agreement) will be as follows:
Unvested
Awards
Reason CEO Position

No Longer Held
Become a non-employee
director
Awards will continue to vest

as if you remained in that
role through the vesting
period (even if you terminate
your Board service following
the transition to nonemployee director)
Vested Restricted
Stock Units
Vested Stock
Options
Shares owned by
participant
Participant may
exercise options for the
full original term
Resignation from CEO
Forfeited
Shares owned by
participant
Options may be
exercised for a period
of 30 days following
date of resignation
after which they will
be canceled
Mutual Agreement
(including a return to
serving as Executive
Chairman but not CEO)
Awards will continue to vest

as if you remained employed
through vesting period, with
performance shares
determined based on actual
performance through the end
of the performance cycle
Shares owned by
participant
Participant may
full original term
Forfeited
Depending on reason for

termination, Company
may claw back shares
Options will be
canceled immediately
upon such termination
Shares owned by
participant or designated
beneficiary
Participant or
designated beneficiary
may exercise options
for the full original
term
Shares owned by
participant or designated
beneficiary
Participant may
full original term
Termination for cause
Death/Long-Term
Disability
Involuntary termination
without cause
Awards vest immediately

Pro rata vesting, with
performance level of
performance shares
determined based on actual
performance through the end
of the performance cycle
Page 3
For purposes of the stock awards, cause means:

1) continued failure to substantially perform the jobs duties (other than resulting from incapacity due to disability);
2) gross negligence, dishonesty, or violation of any reasonable rule or regulation of the Company where the violation results in
significant damage to the Company; or
3) engaging in other conduct that materially adversely reflects on the Company.
Perquisites
You will be eligible for:
use of Company-provided aircraft for commuting between personal residence and the Companys office in Northfield, Illinois; and
an annual financial counseling allowance of $10,000. You may use any firm of your choosing and submit requests for payment
directly to the Company.
You will be responsible for the associated taxes with respect to these perquisites.
Deferred Compensation Program

You will be eligible to participate in the Executive Deferred Compensation Program. This program allows you to voluntarily defer on a pre-tax
basis a portion of your salary and/or your annual incentive to a future date. Investment opportunities under this program are designed to mirror
the Companys 401(k) plan. Additional information for this program will be provided to you upon request.
Management Stock Purchase Plan (MSPP)
Kraft also provides voluntary stock purchase opportunities. You can elect to defer up to 50% of your annual Management Incentive Plan cash
bonus award in the form of deferred stock units, and the Company will match 25% of this bonus deferral into the MSPP in the form of restricted
stock units with a three year vest. Additional information for this program will be provided to you prior to the next enrollment period.
Stock Ownership Guidelines
You will be required to attain and hold Company stock equal in value to six times your base salary. You will have five years from your
assumption of the Chief Executive Officer role to achieve this level of ownership. Stock held for ownership determination includes common
stock held directly or indirectly, unvested restricted/deferred stock or share equivalents held in the Companys 401(k) plan. It does not include
stock options or unvested performance shares.
At Will Employment Status/Separation from the Company
You will be a U.S. employee of the Company and your employment status will be governed by and shall be construed in accordance with the
laws of the United States. As such, your status will be that of an at will employee. This means that either you or Kraft is free to terminate the
employment relationship at any time, for any or no reason, with or without notice.
In the event your employment is terminated by Kraft without cause (as defined above) and you execute and do not revoke a general release of
claims in favor of the Company and related entities and individuals within the timeframe and in a form to be prescribed by the Company (but in
any event no later than 45 days following your date of termination), you shall be eligible to receive (i) your prorated annual cash bonus for the
year of termination, determined based on actual Company performance through the end of the performance period and payable no later than the
March 15 th immediately following the year in which your termination of employment occurs and (ii) severance in an amount equal to your thencurrent base salary for a period of 24 months following your termination date and payable in accordance with the Companys normal payroll
schedule. In the event your employment is terminated under circumstances that entitle you to severance benefits under the Companys Change in
Page 4
Control Plan for Key Executives (the CIC Plan), you shall instead receive separation pay and benefits in accordance with the CIC Plan;
provided, however, if the payments required to be made under the CIC Plan are deferred compensation and subject to Section 409A of the
Internal Revenue Code of 1986 (the Code) (and do not qualify for an exemption thereunder) and the Change in Control (as defined in the CIC
Plan) does not constitute a change in control event within the meaning of Section 409A of the Code, then the payments under the CIC Plan
shall be made at the same time and in the same manner as provided for in this paragraph to the extent required under Section 409A of the Code.
You agree that, unless otherwise agreed to between you and the Company, upon any termination of your employment as Chief Executive
Officer, you will also cease to serve (i) as a director and as Chairman of Kraft and (ii) in any other director or officer role you hold with any of
the Companys subsidiaries or affiliates.
Non-Competition and Non-Solicitation Obligations
In consideration for, and as a condition to, the position being offered to you, the salary and benefits you will receive, and the benefits and
incentives described in this letter, each of which you agree is sufficient consideration for your assent to certain restrictive covenants, you are
required to sign a non-competition and non-solicitation agreement, which includes, among other things, restrictions from working for a
competitor and/or soliciting business or employees away from Kraft for 12 months following any termination of employment or, if longer, the
period during which you are receiving severance benefits. The agreement is attached to and incorporated in this Offer Letter as Exhibit A.
Other Benefits
Your offer includes Krafts comprehensive benefits package available to full-time salaried employees. This benefits package is described in the
Kraft Benefits Summary brochure that we previously sent to you. The benefits provided to you under this offer letter are subject to the specific
terms of each plan as set forth in the governing plan documents.
Although we do not anticipate significant changes to the total remuneration presented in this letter, please note that the directors of the Company
have the right to make adjustments to your compensation package.
Section 409A of the Code
This benefits hereunder are intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed
consistently with such intent. The payments to you pursuant to this offer letter are also intended to be exempt from Section 409A of the Code to
the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation 1.409A-1(b)(9)(iii) or as short-term
deferrals pursuant to Treasury regulation 1.409A-1(b)(4), and for such purposes, each payment to you under this letter shall be considered a
separate payment. Notwithstanding any other provision in this letter, to the extent any payments hereunder constitute nonqualified deferred
compensation, within the meaning of Section 409A, then (A) each such payment which is conditioned upon your execution of a release and
which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or
provided in the later of the two taxable years and (B) if you are a specified employee (within the meaning of Section 409A of the Code) as of the
date of your separation from service, each such payment that is payable upon the your separation from service and would have been paid prior to
the six-month anniversary of your separation from service, shall not be paid before the date that is six months after the date of your separation
from service and any amounts that cannot be paid by reason of this limitation shall be accumulated and paid on the first day of the seventh month
following the date of your separation from service or, if earlier, upon your death. In addition, if you are a specified employee, then any welfare
or other benefits (including under a severance arrangement) which the Company determines constitute the payment of nonqualified deferred
compensation and which would otherwise be provided upon your separation from service shall be provided at your sole cost during the first sixmonth period after your separation from service and, on the first day of the seventh month following your separation from service, the Company
shall reimburse you for the portion of such costs that would have been payable by the Company for that period if you were not a specified
employee.
Payment of any reimbursement amounts and the provision of benefits by the Company pursuant to this letter (including any reimbursements or
benefits to be provided pursuant to a severance arrangement) which the Company determines constitute nonqualified deferred compensation
(within the meaning of Code section 409A) shall be subject to the following:
(a)
the amount of the expenses eligible for reimbursement or the in-kind benefits provided during any calendar year shall
not affect the amount of the expenses eligible for reimbursement or the in-kind benefits to be provided in any other
calendar year;
(b) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the
calendar year in which the expense was incurred; and
Page 5
(c)
your right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit.
If you have any questions, you can reach me at (847) 646-2000.

Sincerely,
__/s/ Diane Johnson May___________________

Diane Johnson May
I accept the offer as expressed above.
__/s/ John T. Cahill __________________ _
Signature
Date
John T. Cahill
12/17/2014
EXHIBIT A
NONCOMPETITION AND NONSOLICITATION AGREEMENT
By signing below, I, John T. Cahill , acknowledge and agree that the services to be rendered by me to Kraft Foods
Group, Inc. (the Company) will be of a special character having a unique value to the Company, and that, as a result of
my role and position within the Company, I will be provided with specialized training and given access to, or be
responsible for the development of (i) some of the Companys most sensitive and valuable Company Confidential
Information, (ii) the Companys business habits, needs, pricing policies, purchasing policies, profit structures, and
margins, (iii) the Companys relationship with its customers, their buying habits, special needs, and purchasing policies,
(iv) the Companys relationship with its suppliers, licensees, licensors, vendors, consultants, and independent
contractors, their pricing habits, and purchasing policies, (v) the skills, capabilities and other employment-related
information relating to the Company employees, and (vi) and other matters of which you would not otherwise know and
that is not otherwise readily available.
Therefore, in consideration for, and as a condition to, the position being offered to me, the salary and benefits I will
receive, and the benefits and incentives described in the December 17, 2014 Offer Letter to me, each of which I agree is
sufficient consideration for my assent to these covenants, by signing below, I agree that, during my employment and for
a period of 12 months following the termination of my employment with the Company for any reason, including
termination by the Company with or without cause, or, if longer, the period during which I am receiving severance
benefits, I will not, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer,
director, or in any other individual or representative capacity, directly or indirectly:
Engage in any business activities within the same line or lines of business for which I performed services for
the Company during the five (5) years immediately preceding my termination and in a capacity that is similar
to the capacity in which I was employed by the Company with any person or entity that competes with the
Company in the consumer packaged food and beverage industry (Competitive Business) anywhere within
North America (the Restricted Territory).
Solicit, assist in the solicitation of, or accept any business (other than on behalf of the Company) from any
customer who, during the two (2) years immediately preceding my termination, had been assigned to me by
the Company, or any customer with which I had contact on behalf of the Company while an employee of the
Company, or any customer about which I had access to confidential information by virtue of my employment
with the Company; or disclose to any person, firm, association, corporation or business entity of any kind the
names or addresses of any such customer; or directly or indirectly in any way request, suggest or advise any
such customer or any suppliers, licensees, licensors, vendors, consultants, and independent contractors with
which I had contact on behalf of the Company to withdraw or cancel any of their business or refuse to
continue to do business with the Company. This paragraph shall apply only where the customer is solicited to
purchase a service or product that competes with the services or products offered by the Company.
Cause, solicit, induce, or encourage any individual who was an employee of the Company at the time of, or
within 6 months prior to, my termination, to terminate or reject their employment with the Company or to
seek or accept employment with any other entity, including but not limited to a competitor, supplier, or client
of the Company, nor shall I cooperate with any others in doing or attempting to do so. As used herein, the
term solicit, induce, or encourage includes, but is not limited to, (i) initiating communications with a
Company employee relating to possible
employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his
or her employment with the Company and accept employment with any entity, (iii) recommending a
Company employee to any entity, and (iv) aiding an entity in recruitment of a Company employee.
In the event of a breach or threatened breach of my obligations under this Agreement, irreparable injury would be caused
to the Company, for which the Company would have an inadequate remedy at law. I therefore agree that, in addition to
and without limitation of any rights that the Company may otherwise have, at law or in equity, the Company shall have
the right to temporary, preliminary, and permanent injunctive relief against me in the event of such breach, or threatened
breach, in addition to any other equitable relief (including without limitation an accounting and/or disgorgement) and/or
any other damages as a matter of law. I also agree that the Company is entitled to its reasonable attorneys fees and costs
incurred in enforcing this Agreement or successfully prosecuting or defending any action under this Agreement.
Furthermore, no bond need be posted in conjunction with the application for, or issuance of, an injunction (which
requirement I hereby specifically and expressly waive). Nothing in this Agreement shall be construed as prohibiting the
Company from pursuing any other remedies available at law or in equity for breach or threatened breach of those
paragraphs, including the recovery of damages.
I ACKNOWLEDGE AND AGREE THAT I AM EXECUTING THIS AGREEMENT VOLUNTARILY AND
WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. I FURTHER
ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY READ THIS AGREEMENT, AND THAT I HAVE
ASKED ANY QUESTIONS NEEDED FOR ME TO UNDERSTAND THE TERMS, CONSEQUENCES, AND
BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT. FINALLY, I AGREE THAT I HAVE
BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF MY CHOICE BEFORE
SIGNING THIS AGREEMENT.
John T. Cahill
/s/ John T. Cahill
Employee Signature
12/17/2014
Date
EXHIBIT 10.19

2012 PERFORMANCE INCENTIVE PLAN
GLOBAL STOCK OPTION AWARD AGREEMENT
KRAFT FOODS GROUP, INC., a Virginia corporation (the Company ), hereby grants to the employee identified in the
Award Statement (the Optionee ) attached hereto under the Kraft Foods Group, Inc. 2012 Performance Incentive Plan (the Plan
) a non-qualified stock option (the Option ). The Option entitles the Optionee to exercise up to the aggregate number of shares
set forth in the Award Statement (the Option Shares ) of the Companys Common Stock, at the Grant Price per share set forth in
the Award Statement (the Grant Price ). Capitalized terms not otherwise defined in this Global Stock Option Award Agreement,
including, as applicable, the non-competition and non-solicitation covenants provided in the attached Appendix A hereto and any
country-specific terms set forth in Appendix B hereto (the Agreement ), shall have the meaning set forth in the Plan. The Option
is subject to the following terms and conditions (including, as applicable, the non-competition and non-solicitation covenants
provided in the attached Appendix A hereto and the country-specific terms set forth in the attached Appendix B hereto):
Vesting . Prior to the satisfaction of the Vesting Requirements set forth in the Schedule in the Award Statement (the
1.
Schedule ), the Option Shares may not be exercised except as provided in paragraph 2 below.
2. Vesting Upon Termination of Employment . In the event of the termination of the Optionees employment with the
Kraft Foods Group (as defined below in paragraph 14) prior to satisfaction of the Vesting Requirements other than by reason of
Early Retirement (as defined below in paragraph 14) occurring after December 31 of the same year as the date of grant of the
Option, Normal Retirement (as defined below in paragraph 14), death or Disability (as defined below in paragraph 14), or as
otherwise determined by (or pursuant to authority granted by) the Committee administering the Plan, this Option shall not be
exercisable with respect to any of the Option Shares set forth in the Award Statement. If death or termination due to Disability of
the Optionee occurs prior to satisfaction of the Vesting Requirements, this Option shall become immediately exercisable for 100%
of the Option Shares set forth in the Award Statement. If the Optionees employment with the Kraft Foods Group is terminated by
reason of Normal Retirement, or by Early Retirement occurring after December 31 of the same year as the date of grant of the
Option, the Option Shares shall continue to become exercisable as set forth on the Schedule as if such Optionees employment had
not terminated.
3. Exercisability Upon Termination of Employment . During the period commencing on the first date that the Vesting
Requirements are satisfied (or, such earlier date determined in accordance with paragraph 2) until and including the Expiration Date
set forth in the Schedule, this Option may be exercised in whole or in part with respect to such Option Shares, subject to the
following provisions:
In the event that the Optionees employment is terminated by reason of Early Retirement occurring after December
(a)
31 of the same year as the date of grant of the Option, Normal Retirement, death or Disability, such Option Shares may be
exercised on or prior to the Expiration Date;
If employment is terminated by the Optionee (other than by Early Retirement occurring after December 31 of the
(b)
same year as the date of grant of the Option, death, Disability or Normal Retirement), such Option Shares may be exercised for a
period of 30 days from the effective date of termination;
If, other than by death, Disability, Normal Retirement, or Early Retirement occurring after December 31 of the same
(c)
year as the date of grant of the Option, the Optionees employment is terminated by the Company, a subsidiary or affiliate without
Cause for any reason (even if such termination constitutes unfair dismissal under the employment laws of the country where the
Optionee resides or if the Optionees termination is later determined to be invalid and his or her employment is reinstated) or in the
event of any other termination of employment caused directly or indirectly by the Company or a subsidiary or affiliate, such Option
Shares may be
exercised for a period of 12 months following such termination; provided, however, if the Optionee shall die within such 12-month
period, such Option Shares may be exercised for a period of 12 months from the date of death of the Optionee; and
(d)
If the Optionees employment is involuntarily suspended or terminated for Cause, no Option Shares may be
exercised during the period of suspension, or following such termination of employment.
No provision of this paragraph 3 shall permit the exercise of any Option Shares after the Expiration Date. For
purposes of this Agreement, the Optionees employment shall be deemed to be terminated (i) when he or she is no longer actively
employed by the Kraft Foods Group (regardless of the reason for such termination and whether or not later found to be invalid or in
breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionees employment
agreement, if any), and (ii) when he or she is no longer actively employed by a corporation, or a parent or subsidiary thereof,
substituting a new option for this Option (or assuming this Option) in connection with a merger, consolidation, acquisition of
property or stock, separation, split-up, reorganization, liquidation or similar transaction. The Optionee shall not be considered
actively employed during any notice period or period of pay in lieu of notice required under any applicable law or during any other
period for which he or she is receiving, or is eligible to receive, salary continuation, notice period or garden leave payments, or
other benefits under the Kraft Foods Group, Inc. Severance Pay Plan, or any similar plan maintained by the Kraft Foods Group or
through other such arrangements that may be entered into that give rise to separation or notice pay, except in any case in which the
Optionee is eligible for Normal Retirement or Early Retirement upon the expiration of salary continuation or other benefits. The
Committee shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of the
Option. Unless otherwise determined by the Committee, leaves of absence shall not constitute a termination of employment for
purposes of this Agreement. Notwithstanding the foregoing provisions and unless otherwise determined by the Company, this
Option may only be exercised on a day on which the NASDAQ Global Select Market (the Exchange ) is open. Accordingly, if
the Expiration Date is a day on which the Exchange is closed, the Expiration Date shall be the immediately preceding day on which
the Exchange is open.
4.
Exercise of Option and Withholding Taxes . This Option may be exercised only in accordance with the procedures
and limitations (including the country-specific terms set forth in Appendix B to the Agreement) set forth in the Companys
Equity Awards Plan Guide , as amended from time to time (the Methods of Exercise ).
The Optionee acknowledges that, regardless of any action taken by the Company or, if different, the Optionees
employer (the Employer ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on
account or other taxrelated items related to the Optionees participation in the Plan and legally applicable to the Optionee ( TaxRelated Items ), is and remains the Optionees responsibility and may exceed the amount actually withheld by the Company or the
Employer.
The Optionee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the
Option, the subsequent sale of Option Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not
commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the
Optionees liability for Tax-Related Items or achieve any particular tax result. Further if the Optionee becomes subject to any TaxRelated Items in more than one jurisdiction between the date of grant and the date of any relevant taxable event (including
jurisdictions outside the United States), the Optionee acknowledges that the Company and/or the Employer (or former employer, as
applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction.
The Optionee acknowledges and agrees that the Company shall not be required to deliver the Option Shares being
exercised upon any exercise of this Option unless it has received payment in a form acceptable to the Company for all applicable
Tax-Related Items, as well as amounts due to the Company as theoretical taxes pursuant to the then-current international
assignment and tax and/or social insurance equalization policies and procedures of the Kraft Foods Group, or arrangements
satisfactory to the Company for the payment thereof have been made.
In this regard, the Optionee authorizes the Company and/or the Employer, in their sole discretion and without any notice or
further authorization by the Optionee, to withhold all applicable Tax-Related Items legally due by the Optionee and any theoretical
taxes from the Optionees wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the
sale of Option Shares acquired at exercise either through a voluntary sale or through a mandatory sale arranged by the Company
(on the Optionees behalf and at the Optionees direction pursuant to this authorization) without further consent. In addition, unless
otherwise determined by the Committee, Tax-Related Items or theoretical taxes may be paid with outstanding shares of the
Companys Common Stock, such shares to be valued at Fair Market Value on the exercise date, or by the Company withholding
from Option Shares subject to the exercised Option, provided, however, that withholding in Option Shares shall be subject to
approval by the Committee to the extent deemed necessary or advisable by counsel to the Company at the time of any relevant tax
withholding event. Finally, the Optionee agrees to pay to the Company or the Employer any amount of Tax-Related Items and
theoretical taxes that the Company or the Employer may be required to withhold or account for as a result of the Optionees
participation in the Plan that cannot be satisfied by the means previously described.
To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items or theoretical
taxes by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for
Tax-Related Items and/or theoretical taxes is satisfied by withholding in Option Shares, for tax purposes, the Optionee is deemed to
have been issued the full number of Option Shares subject to the exercised Option, notwithstanding that a number of the Option
Shares are held back solely for the purpose of paying the Tax-Related Items.
5.
Cash-Out of Option . The Committee may elect to cash out all or a portion of the Option Shares to be exercised
pursuant to any Method of Exercise by paying the Optionee an amount in cash or Common Stock, or both, equal to the Fair Market
Value of such shares on the exercise date less the Grant Price for such shares.
6.
Transfer Restrictions . Unless otherwise required by law, this Option is not transferable or assignable by the Optionee
in any manner other than by will or the laws of descent and distribution and is exercisable during the Optionees lifetime only by
the Optionee. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.
7. Adjustments . In the event of any merger, share exchange, reorganization, consolidation, recapitalization,
reclassification, distribution, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other
similar transaction or event affecting the Common Stock after the date of this Award, the Committee shall make adjustments to the
terms and provisions of this Award (including, without limiting the generality of the foregoing, terms and provisions relating to the
Grant Price and the number and kind of shares subject to this Option) as it deems appropriate, including, but not limited to, the
substitution of equity interests in other entities involved in such transactions, to provide for cash payments in lieu of the Option, and
to determine whether continued employment with any entity resulting from such transaction or event will or will not be treated as
continued employment with the Kraft Foods Group, in each case, subject to any Committee action specifically addressing any such
adjustments, cash payments or continued employment treatment.
8.
Successors . Whenever the word Optionee is used herein under circumstances such that the provision should
logically be construed to apply to the executors, the administrators, or the person or persons to whom this Option may be
transferred pursuant to this Agreement, it shall be deemed to include such person or persons. This Agreement shall be binding upon
and inure to the benefit of any successor or successors of the Company and any person or persons who shall acquire any rights
hereunder in accordance with this Agreement, the Award Statement or the Plan.
9.
Governing Law . This Agreement shall be governed by the laws of the Commonwealth of Virginia, U.S.A., without
regard to choice of laws principles thereof.
10.
Award Confers No Rights to Continued Employment - Nature of the Grant . Nothing contained in the Plan or this
Agreement (including, as applicable, the appendices) shall give any employee the right to be retained in the employment of any
member of the Kraft Foods Group or affect the right of any such employer to terminate any employee. The adoption and
maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any employee. Further, the
Optionee acknowledges and agrees that:
(a)
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan;
the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future
(b)
grants of options, or benefits in lieu of options, even if options have been granted in the past;
(c)
all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Committee;
(d)
the Optionee is voluntarily participating in the Plan;
(e)
the Option and the Option Shares subject to the Option are not intended to replace any pension rights or
compensation;
the Option and the Option Shares subject to the Option and the income and the value of same are not part of normal
(f)
or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-ofservice payments, bonuses, long-service awards, pension, retirement or welfare benefits;
(g)
the future value of the underlying Option Shares is unknown, indeterminable and cannot be predicted with certainty;
(h)
if the underlying shares of Common Stock do not increase in value, the Option will have no value;
(i)
if the Optionee exercises the Option and obtains shares of Common Stock, the value of those shares of Common
Stock acquired upon exercise may increase or decrease in value, even below the Grant Price;
no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the
(j)
termination of the Optionees employment or other service relationship (for any reason whatsoever, whether or not later found to be
invalid or in breach of any employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionees
employment agreement, if any), and in consideration of the grant of the Option to which the Optionee is otherwise not entitled, the
Optionee irrevocably agrees never to institute any claim against the Company, any of its subsidiaries or affiliates or the Employer,
waives his or her ability, if any, to bring any such claim, and releases the Kraft Foods Group and the Employer from any such
claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the
Plan, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all
documents necessary to request dismissal or withdrawal of such claim;
(k)
unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by
this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another
company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common
Stock of the Company;
the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
(l)
regarding the Optionees participation in the Plan, or the Optionees acquisition or sale of the underlying shares of Common Stock;
(m)
the Optionee is hereby advised to consult with the Optionees own personal tax, legal and financial advisors
regarding the Optionees participation in the Plan before taking any action related to the Plan;
(n)
the Option is designated as not constituting an Incentive Stock Option; this Agreement shall be interpreted and
treated consistently with such designation; and
(o)
the following provisions apply only if the Optionee is providing services outside the United States:
(i)
the Option and the Option Shares subject to the Option are not part of normal or expected compensation or salary for
any purpose; and
The Optionee acknowledges and agrees that neither the Company, the Employer nor any member of the Kraft Foods
(ii)
Group shall be liable for any foreign exchange rate fluctuation between the Optionees local currency and the United States Dollar
that may affect the value of the Option or any shares of Common Stock delivered to the Optionee upon exercise of the Option or of
any proceeds resulting from the Optionees sale of such shares.
11 .
Data Privacy . The Optionee explicitly and unambiguously consents to the collection, use and transfer, in
electronic or other form, of the Optionees personal data as described in this Agreement and any other Option grant materials
(such information collectively referred to herein as Data ) by and among, as applicable, the Employer and the Kraft Foods
Group for the exclusive purpose of implementing, administering and managing the Optionees participation in the Plan.
The Optionee understands that the Company and the Employer may hold certain personal information about the
Optionee, including, but not limited to, the Optionees name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the
Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in the Optionees favor, for the exclusive purpose of implementing, administering and managing the Plan .
The Optionee understands that Data will be transferred to UBS Financial Services ( UBS ), or such other stock plan
service provider as may be selected by the Company in the future, which is assisting the Company with the implementation,
administration and management of the Plan. The Optionee understands that Data may also be transferred to the Companys
independent registered public accounting firm, PricewaterhouseCoopers LLP, or such other public accounting firm that may be
engaged by the Company in the future. The Optionee understands that the recipients of the Data may be located in the United
States or elsewhere, and that the recipients country (e.g., the United States) may have different data privacy laws and
protections than the Optionees country. The Optionee understands that if he or she resides outside the United States, the
Optionee may request a list with the names and addresses of any potential recipients of the Data by contacting the Optionees
local human resources representative. The Optionee authorizes the Company, UBS and any other possible recipients which may
assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess,
use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and
managing the Optionees participation in the Plan. The Optionee understands that Data will be held only as long as is necessary
to implement, administer and manage the Optionees participation in the Plan. The Optionee understands that if he or she
resides outside the United States, the Optionee may, at any time, view Data, request additional information about the storage
and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing the Optionees local human resources representative. Further, the Optionee understands
that he or she is providing the consents herein on a purely voluntary basis. If the Optionee does not consent, or if the Optionee
later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be
adversely affected; the only adverse consequence of refusing or withdrawing the Optionees consent is that the Company would
not be able to grant the Optionee an Option or other equity awards or administer or maintain such awards. Therefore, the
Optionee understands that refusing or withdrawing his or her consent may affect the Optionees ability to participate in the
Plan. For more
information on the consequences of the Optionees refusal to consent or withdrawal of consent, the Optionee understands that
he or she may contact his or her local human resources representative.
12. Interpretation . The terms and provisions of the Plan (a copy of which will be furnished to the Optionee upon written
request to the Office of the Corporate Secretary, Kraft Foods Group, Inc., Three Lakes Drive, Northfield, Illinois, U.S.A. 60093)
are incorporated herein by reference. To the extent any provision in this Agreement is inconsistent or in conflict with any term or
provision of the Plan, the Plan shall govern. The Committee shall have the right to resolve all questions which may arise in
connection with the Award or this Agreement, including whether an Optionee is no longer actively employed and any
interpretation, determination or other action made or taken by the Committee regarding the Plan or this Agreement shall be final,
binding and conclusive.
13. Restrictive Covenants . If the Optionee is, as of the date of grant of the Option, designated in Salary Band G or
above, the Option shall be subject to the non-competition and non-solicitation covenants set forth in the Appendix A to this
Agreement.
14. Miscellaneous Definitions . For the purposes of this Agreement, the term Disability means permanent and total
disability as determined under the procedures established by the Company for purposes of the Plan and the term Normal
Retirement means retirement from active employment under a pension plan of the Kraft Foods Group, or under an employment
contract with any member of the Kraft Foods Group, on or after the date specified as normal retirement age in the pension plan or
employment contract, if any, under which the Optionee is at that time accruing pension benefits for his or her current service (or, in
the absence of a specified normal retirement age, the age at which pension benefits under such plan or contract become payable
without reduction for early commencement and without any requirement of a particular period of prior service). For the purposes of
this Agreement, Early Retirement means retirement from active employment other than Normal Retirement, as determined by
the Committee, in its sole discretion. As used herein, Kraft Foods Group means Kraft Foods Group, Inc. and each of its
subsidiaries and affiliates. For purposes of this Agreement, (x) a subsidiary includes only any company in which the applicable
entity, directly or indirectly, has a beneficial ownership interest of greater than 50 percent and (y) an affiliate includes only any
company that (A) has a beneficial ownership interest, directly or indirectly, in the applicable entity of greater than 50 percent or (B)
is under common control with the applicable entity through a parent company that, directly or indirectly, has a beneficial ownership
interest of greater than 50 percent in both the applicable entity and the affiliate.
15. Language . If this Agreement or any other document related to the Plan is translated into a language other than
English and if the meaning of the translated version is different from the English version, the English version will control.
16. Compliance With Law . Notwithstanding any other provision of the Plan or this Agreement, unless there is an
available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the
Company shall not be required to deliver any Option Shares issuable upon exercise of the Option prior to the completion of any
registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under
rulings or regulations of the Commission or of any other governmental regulatory body, or prior to obtaining any approval or other
clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company
shall, in its absolute discretion, deem necessary or advisable. The Optionee understands that the Company is under no obligation to
register or qualify the shares with the Commission or any state or foreign securities commission or to seek approval or clearance
from any governmental authority for the issuance or sale of the shares. Further, the Optionee agrees that the Company shall have
unilateral authority to amend the Plan and the Agreement without the Optionees consent to the extent necessary to comply with
securities or other laws applicable to the issuance of shares of Common Stock.
17. Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents
related to current or future participation in the Plan by electronic means or to request the Optionees consent to participate in the
Plan by electronic means. The Optionee hereby consents to receive such documents by
electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and
maintained by the Company or a third party designated by the Company.
18. Agreement Severable . The provisions of this Agreement are severable and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and
enforceable.
19. Headings . Headings of paragraphs and sections used in this Agreement are for convenience only and are not part of
this Agreement, and must not be used in construing it.
20. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Optionees
participation in the Plan, on the Option, and on any shares of Common Stock acquired under the Plan, to the extent the Company
determines it is necessary or advisable for legal or administrative reasons, and to require the Optionee to sign any additional
agreements or undertakings that may be necessary to accomplish the foregoing.
21. Appendix B . Notwithstanding any provisions in this Agreement, the Option shall be subject to any special terms set
forth in Appendix B to this Agreement for the Optionees country. Moreover, if the Optionee relocates to one of the countries
included in Appendix B, the special terms for such country will apply to the Optionee, to the extent the Company determines that
the application of such terms is necessary or advisable for legal or administrative reasons.
22. Waiver . The Optionee acknowledges that a waiver by the Company of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach by the Optionee
or any other participant of the Plan.
IN WITNESS WHEREOF, this Global Stock Option Award Agreement has been granted as of _______________,
______.
APPENDIX A
NON-COMPETITION AND NON-SOLICITATION COVENANTS
APPLICABLE TO CERTAIN EMPLOYEES
I.
APPLICATION
This Appendix A includes additional terms and conditions that govern the Option Shares granted to the Optionee under the
Plan if the Optionee is, as of the date of grant of the Option, designated in Salary Band G or above. Therefore, by accepting the
Option, a Salary Band G or above Participant will be agreeing to comply with the restrictive covenants and other provisions set
forth below.
II.
RESTRICTIVE COVENANTS
a.
Acknowledgements. In exchange for receiving the Option, the Optionee acknowledges and agrees that the
services to be rendered by Optionee to the Company will be of a special character having a unique value to the Company, and that,
as a result of the Optionees role and position within the Company, the Optionee will be provided with specialized training and
given access to, or be responsible for the development of, some of the Companys most sensitive confidential information, the
disclosure and use of which would be harmful if used for the benefit of the Companys competitors. Optionee recognizes that the
Companys relationships with the customers, suppliers, licensees, licensors, vendors, consultants, and independent contractors
(collectively, Partners) with which the Optionee serves or has contact, and with other employees, is special and unique, based
upon the development and maintenance of goodwill resulting from the Partners, and other employees contacts with the Company
and its employees, including the Optionee. Optionee also recognizes that the Companys relationship with other employees, is
special and unique, based upon the development, maintenance, and provision of training, opportunities, and goodwill by the
Company and its employees, including the Optionee. The Optionee further acknowledges the Companys ongoing substantial
investment of time, money, and other resources to recruit, train, equip, and retain talented individuals, including the Optionee,
promotes the business goodwill of the Company by fostering productive, long-term relationships between the Company and its
employees. As a result of the Optionees position and the Optionees Partners, and employee contacts, the Optionee recognizes
that the Optionee will gain valuable information about (i) the Companys most sensitive and valuable confidential information, (ii)
the Companys business habits, needs, pricing policies, purchasing policies, profit structures, and margins, (iii) the Companys
relationships with its customers, their buying habits, special needs, and purchasing policies, (iv) the Companys relationships with
its suppliers, their pricing habits, and purchasing policies, (v) the Companys pricing policies, purchasing policies, profit
structures, and margin needs, (vi) the skills, capabilities and other employment-related information relating to the Company
employees, and (vii) and other matters of which the Optionee would not otherwise know and that is not otherwise readily
available. Such knowledge is essential to the business of the Company and the Optionee recognizes that it would be harmful if
used for the benefit of the Companys competitors. Optionee acknowledges and agrees that any injury to the Companys Partner,
or employee relationships, the loss of those relationships, or the inevitable disclosure of Company confidential information to a
competitor would cause irreparable harm to the Company. Optionee recognizes that during a period following termination of the
Optionees employment, the Company is entitled to protection from the Optionees use of Company confidential information and
the Partner, and employee relationships with which the Optionee has been entrusted by the Company during the Optionees
employment. Optionee acknowledges and agrees that due to the nature of the Optionees role within the Company and the
Company confidential information to which the Optionee will have access, the Optionees employment with a competitor in the
same or substantially the same capacity in which the Optionee was employed by the Company will inevitably result in the
disclosure of the Companys most sensitive confidential information. Optionee also recognizes that if the Optionees employment
terminates, the Company will be required to rebuild the Partner, and employee relationships with which the Optionee has been
entrusted by the Company during the Optionees employment. Optionee also recognizes that merely limiting the Partners, and
employees the Optionee can solicit after termination will not be sufficient to protect the Companys legitimate business interests.
b.
Non-Competition and Non-Solicitation Obligations . Therefore, in exchange for receiving the Option, the
Optionee hereby explicitly agrees that, during the Optionees employment and for a period of 12 months following the termination
of the Optionees employment with the Company for any reason, including termination by the Company with or without cause, the
Optionee will not, either as an employee, employer, consultant, agent, principal, partner, stockholder, officer, director, or in any
other individual or representative capacity, directly or indirectly:
1.
Engage in any business activities within the same line or lines of business for which the Optionee
performed services for the Company and in a capacity that is similar to the capacity in which the Optionee was employed by the
Company with any person or entity that competes with the Company in the consumer packaged food and beverage industry
anywhere within North America.
2.
Solicit, assist in the solicitation of, or accept any business (other than on behalf of the Company) from
any customer who, during the two (2) years immediately preceding the Optionee's termination, had been assigned to the Optionee
by the Company, or any customer with which the Optionee had contact on behalf of the Company while an employee of the
Company, or any customer about which the Optionee had access to confidential information by virtue of the Optionee's
employment with the Company; or disclose to any person, firm, association, corporation or business entity of any kind the names or
addresses of any such customer; or directly or indirectly in any way request, suggest or advise any such customer or any suppliers,
licensees, licensors, vendors, consultants, and independent contractors with which the Optionee had contact on behalf of the
Company to withdraw or cancel any of their business or refuse to continue to do business with the Company. This paragraph shall
apply only where the customer is solicited to purchase a service or product that competes with the services or products offered by
the Company.
3.
Cause, solicit, induce, or encourage any individual who was an employee of the Company at the time of,
or within 6 months prior to, the Optionees termination, to terminate or reject their employment with the Company or to seek or
accept employment with any other entity, including but not limited to a competitor, supplier, customer or client of the Company,
nor shall the Optionee cooperate with any others in doing or attempting to do so. As used herein, the term solicit, induce, or
encourage includes, but is not limited to, (i) initiating communications with a Company employee relating to possible
employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employment
with the Company and accept employment with any entity, (iii) recommending a Company employee to any entity, and (iv) aiding
an entity in recruitment of a Company employee.
c.
Reasonableness of Restrictions . The Optionee acknowledges and agrees that, given the Companys operations,
the geographic restrictions contained in the above restrictions are reasonable to protect the Companys interests. The Optionee
acknowledges and agrees that the length of the time periods applicable to the restrictive covenants set forth in this Section are
appropriate and reasonable, in view of the nature of the Companys business and Optionees employment with the Company and
knowledge of its business. The Optionee acknowledges and agrees that the Optionee carefully considered the terms of this
Agreement, including the covenants set forth in this Section II , and acknowledges that if this Agreement is enforced according to
its terms, the Optionee will be able to earn a reasonable living in commercial activities unrelated to the Company in locations
satisfactory to the Optionee. The Optionee also acknowledges that the restrictive covenants set forth in this Section II are a vital
part of and intrinsic to the ongoing operations of the Company, in light of the nature of the business and the Optionees unique
position, skills, and knowledge with and of the Company. Notwithstanding the foregoing, if any provision or portion of this Section
II or its subparts is held to be unenforceable because of the scope, duration, territory, or terms thereof, the Optionee agrees that the
court making such determination shall have the power to reduce the scope, duration, territory and/or terms of such provision, and to
delete specific words or phrases in such provision, so that the provision is enforceable by the court, and such provision as amended
shall be enforced by the court.
d.
Direct or Indirect Violations . The Optionee acknowledges and agrees that the Optionee will be in violation of
Section II if the Optionee engages in any or all of the activities set forth in this Section II directly as an individual, or indirectly for,
through, or with assistance from, any other person or entity, whether as partner, joint venturer, employee, agent, salesperson,
employee, officer, manager and/or director of any person or entity, or as an equity holder of any person or entity in which the
Optionee or the Optionees spouse, child, or parent owns, directly or indirectly, any of the outstanding equity interests.
e.
Tolling of Covenants . The Optionee acknowledges and agrees that that if it is judicially determined that the
Optionee has violated any of the Optionees obligations under Section II, then the period applicable to each obligation that the
Optionee has been determined to have violated shall automatically toll from the date of the first breach, and all subsequent
breaches, until the resolution of the breach through private settlement, judicial or other action, including all appeals.
f.
Remedies. The Optionee acknowledges and agrees that, in the event of a breach or threatened breach of the
Optionees obligations under this Section II (including all subparts), irreparable injury would be caused to the Company, for which
the Company would have an inadequate remedy at law. The Optionee therefore agrees that, in addition to and without limitation of
any rights that the Company may otherwise have, at law or in equity, the Company shall have the right to temporary, preliminary,
and permanent injunctive relief against the Optionee in the event of such breach, or threatened breach, in addition to any other
equitable relief (including without limitation an accounting and/or disgorgement) and/or any other damages as a matter of law. The
Optionee also agrees that the Company is entitled to its reasonable attorneys fees and costs incurred in enforcing the restrictive
covenants contained in this Agreement or successfully prosecuting or defending any action under this Agreement. Furthermore, no
bond need be posted in conjunction with the application for, or issuance of, an injunction (which requirement the Optionee hereby
specifically and expressly waives).
III.
RECOUPMENT OF PROCEEDS
If the Optionee violates any agreement between the Optionee and the Company or its Affiliates with respect to noncompetition, non-solicitation, confidentiality, or protection of trade secrets (or similar provision regarding intellectual property),
including Section II of this Appendix A: the Company shall have the right, at its discretion, (i) to recoup or terminate any Option
Shares that vested in the 12 months preceding either (A) the date on which the Company first became aware of such violation or
(B) the date of the Optionees termination of employment; and (ii) if the Optionee has exercised any portion of the Option Shares
that vested in the 12 months either (A) preceding the date on which the Company first became aware of such violation or (B) the
date of Optionees termination of employment, to require the Optionee to immediately remit a cash payment to the Company up to
(but not in excess to) the difference between the Grant Price and the market price of each Option Share on the date of exercise. The
remedy provided by this Section III shall be in addition to and not in lieu of any rights or remedies which the Company may have
against the Optionee under any statute, regulation or Company policy, as in effect from time to time, relating to the forfeiture or
recoupment of compensation.
The Optionee further agrees that by accepting the Option, the Optionee authorizes the Company and its affiliates to deduct
any amount or amounts owed by the Optionee pursuant to this Section III from any amounts payable by or on behalf of the
Company or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages,
vacation pay, bonus or the settlement of any exercised Option Shares or any stock-based award. This right of setoff shall not be an
exclusive remedy and the Companys or an affiliates election not to exercise this right of setoff with respect to any amount payable
to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any
other remedy.
APPENDIX B
ADDITIONAL TERMS AND CONDITIONS OF THE
GLOBAL STOCK OPTION AWARD AGREEMENT
TERMS AND CONDITIONS
This Appendix B includes additional terms and conditions that govern the Option granted to the Optionee under the Plan if he or
she resides in one of the countries listed below at the time of grant. Certain capitalized terms used but not defined in this Appendix
B have the meanings set forth in the Plan and/or the Agreement.
NOTIFICATIONS
This Appendix B also includes information regarding exchange controls and certain other issues of which the Optionee should be
aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect
in the respective countries as of February 2015. Such laws are often complex and change frequently. As a result, the Company
strongly recommends that the Optionee not rely on the information in this Appendix B as the only source of information relating to
the consequences of his or her participation in the Plan because the information may be out of date at the time the Optionee
exercises the Option or sells shares of Common Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Optionees particular situation, and the
Company is not in a position to assure the Optionee of a particular result. Accordingly, the Optionee is advised to seek appropriate
professional advice as to how the relevant laws in his or her country may apply to the Optionees situation.
***
Finally, if the Optionee is a citizen or resident of a country other than the one in which he or she is currently working, transfers
employment after the Option is granted or is considered a resident of another country for local law purposes, the notifications
contained herein may not be applicable to the Optionee, and the Company shall, in its discretion, determine to what extent the terms
and conditions contained herein shall apply to the Optionee.
CANADA
Form of Payment. Notwithstanding anything in the Plan or the Agreement to the contrary, the Optionee is prohibited from
surrendering shares of Common Stock that he or she already owns or attesting to the ownership of shares of Common Stock to pay
the Grant Price or any Tax-Related Items in connection with the Option.
Form of Settlement. Options granted to employees resident in Canada shall be paid in shares of Common Stock only.
The following provisions apply for Optionees employed in Quebec:

Data Privacy Notice and Consent . This provision supplements Paragraph 11 of the Agreement:
The Optionee hereby authorizes the Company and the Companys representatives to discuss with and obtain all relevant
information from all personnel, professional or not, involved in the administration and operation of the Plan. The Optionee further
authorizes the Company and any subsidiary or affiliate and the administrator of the Plan
to disclose and discuss the Plan with their advisors. The Optionee further authorizes the Company and any subsidiary or affiliate to
record such information and to keep such information in his or her employee file.
Language Consent . The parties acknowledge that it is their express wish that the Agreement, including this Appendix B, as well
as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly
hereto, be drawn up in English.
Consentement relatif la langue utilise . Les parties reconnaissent avoir exig la rdaction en anglais de cette convention, ainsi
que de tous documents, avis et procdures judiciaires, excuts, donns ou intents en vertu de, ou lis directement ou
indirectement , la prsente convention.
NOTIFICATIONS
Securities Law Information. The Optionee is permitted to sell shares of Common Stock acquired under the Plan through the
designated broker appointed under the Plan, if any, provided that the sale of shares of Common Stock takes place outside of Canada
through the facilities of a stock exchange on which the Common Stock is listed ( i.e. , the Exchange).
EXHIBIT 10.20
PERFORMANCE SHARE PLAN (PSP)
([____] - [_____] Performance Cycle)
AWARD AGREEMENT
1.
Grant of PSP Award .
(a)
PSP Award . In consideration of the Participants agreement to provide services to Kraft Foods Group, Inc., a
corporation organized under the laws of the Commonwealth of Virginia (the Company ), or to any entity that directly or indirectly
through one or more intermediaries controls or is controlled by the Company (the Affiliate ), and, as applicable, in consideration
for the Participants assent to the non-competition and non-solicitation covenants provided in the attached Appendix A hereto, and
for other good and valuable consideration, the Company hereby grants as of the date set forth in the PSP Award Notice (the
Notice ) to the Participant named in the Notice (the Participant ) a PSP Award with respect to the Performance Cycle set forth
in the Notice, subject to the terms and provisions of the Notice, this PSP Award Agreement, including any appendices (this
Agreement ), and the Companys 2012 Performance Incentive Plan, as amended from time to time (the 2012 Plan ). Unless and
until the PSP Award becomes payable in the manner set forth in Section 4 hereof, the Participant shall have no right to payment of
the PSP Award. Prior to payment of the PSP Award, the PSP Award shall represent an unsecured obligation of the Company,
payable (if at all) from the general assets of the Company.
(b)
2012 Plan .
(i)
Incorporation of Terms and Conditions . The PSP Award and this Agreement are subject to the terms
and conditions of the 2012 Plan, which are incorporated herein by reference. In the event of any inconsistency between the 2012
Plan and this Agreement, the terms of the 2012 Plan shall control.
(ii)
Performance Criteria . The Committee, in its sole discretion, shall have the authority to determine,
establish and adjust Performance Cycles, establish the applicable Performance Goals, adjust the applicable Performance Goals,
certify the attainment of Performance Goals, and determine whether the PSP Award is intended to qualify as Qualified Performance
Based-Compensation pursuant to the terms of the 2012 Plan. Furthermore, the Committee shall have the authority to take such
actions as it may, in its sole discretion, deem necessary to ensure that the PSP Award meets the requirements of Code Section 162
(m) (including any amendments thereto) and any Treasury Regulations or rulings issued thereunder, subject to the terms of the
2012 Plan.
2.
Definitions . All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the 2012
Plan and the Notice. The following terms shall have the meanings specified below, unless the context clearly indicates otherwise.
The singular pronoun shall include the plural where the context so indicates.
(a) Covered Employee means a Participant who is, or could be at any time during the period in which the PSP Award is
outstanding, a covered employee within the meaning of Section 162(m)(3) of the Code.
(b) Disability means permanent and total disability as determined under procedures established by the Company for
purposes of the 2012 Plan.
(c) Early Retirement means retirement from active employment other than Normal Retirement, as determined by the
Committee, in its sole discretion.
(d) GAAP means U.S. generally accepted accounting principles.
(e) PSP Award Share Payout means an amount equal to the (i) the PSP Award Target, divided by (ii) the Fair Market Value
of a share of Common Stock on the annual stock grant date, rounded up to the next whole share of Common Stock, and
multiplied by (iii) the Performance Goal Attainment Factor, and, in the case of a Participant who terminates employment
before the last day of the Performance Cycle, multiplied by (iv) the Participation Period Factor.
(f) PSP Award Target means an amount equal to (i) a percentage of the Participants Long-Term Incentive Target (ii) a
percentage of a performance incentive pool established by the Committee, or (iii) a combination of the formulations set
forth in clauses (i) and (ii) above.
(g) Maximum Goal Factor means a percentage established by the Committee with respect to a PSP Award and Performance
Cycle, and representing the maximum percentage that may be determined to have been attained as a Performance Goal
Attainment Factor. In the case of PSP Awards that are intended to constitute Qualified Performance-Based Compensation,
the Maximum Goal Factor shall be established at the same time the related Performance Goals are established.
(h) Normal Retirement means retirement from active employment under a pension plan of the Company or an Affiliate, on or
after the date specified as normal retirement age in the pension plan, if any, under which the Participant is at that time
accruing pension benefits for his or her current service (or, in the absence of a specified normal retirement age, the age at
which pension benefits under such plan become payable without reduction for early commencement and without any
requirement of a particular period of prior service), or, for a Participant who is not accruing benefits under any pension plan,
65 or such other age as determined by the Committee in its sole discretion to be considered Normal Retirement.
(i) Participants Long-Term Incentive Target means a dollar value established by the Company.
(j) Participation Period Factor means a fraction, the numerator of which is the number of months (including partial months,
rounded up to the next whole month) the Participant was actively employed with the Company (or an Affiliate) during the
Performance Cycle and the denominator of which is the number of months (including partial months, rounded up to the next
whole month) in the Performance Cycle. The Committee, in its sole discretion, may adjust the Participation Period Factor.
(k) Performance Goal Attainment Factor means a percentage ranging from 0% to the Maximum Goal Factor representing the
rate at which the Performance Goals have been attained as determined by the Committee.
(l) Qualified Performance-Based Compensation means any compensation awarded to a Covered Employee that is intended
to qualify as qualified performance-based compensation as described in Section 162(m)(4)(C) of the Code.
3.
Vesting and Forfeiture .
(a)
Vesting . The PSP Award shall become payable to the extent the Performance Goals are attained, as
determined by the Committee in accordance with the provisions of the 2012 Plan and the terms of this Agreement, subject to
Section 3(b) below.
(b)
Forfeiture . Except as provided herein, if the Participant has not been continuously and actively employed with
the Company (or an Affiliate) from the date of the Notice through the last day of the applicable Performance Cycle, the PSP Award
shall thereupon be forfeited immediately and without any further action by the Company. For purposes of the preceding sentence, a
Participant will not be considered to be continuously and actively employed with the Company (or an Affiliate) once he or she has
stopped providing services, notwithstanding any notice period mandated under the employment laws of the country where the
Participant resides ( e.g ., active employment would not include a period of garden leave or similar period pursuant to the
employment laws of the country where the Participant resides), unless otherwise determined by the Company on a country-bycountry basis. The Committee shall have the exclusive discretion to determine when a Participant is no longer actively employed for
purposes of the PSP Award, subject to compliance with Section 409A of the Code.
(i)
Death/Disability . In the event of a Participants death or termination of the Participants active
employment with the Company (or an Affiliate) as a result of the Participants Disability, in each case, during the first year following
the commencement of a Performance Cycle, the Participant shall forfeit any rights under the PSP Award to which the Performance
Cycle relates. In the event of a Participants death or termination of the Participants active employment with the Company (or an
Affiliate) as a result of the Participants Disability, in each case, after the first year following the commencement of a Performance
Cycle, the PSP Award shall be payable calculated based on a Performance Goal Attainment Factor equal to 100%, subject to
compliance with the payment timing provisions set forth in Section 4 hereof, prorated by applying the Participants Participation
Period Factor.
(ii)
Retirement . In the event a Participants active employment with the Company (or an Affiliate)
terminates prior to the last date of the applicable Performance Cycle as a result of the Participants Early Retirement or Normal
Retirement, if the Committee in its sole discretion so determines:
(A)
If the PSP Award is not intended to qualify as Qualified Performance-Based Compensation, the
Participant shall receive a prorated portion of the PSP Award that is calculated based on a Performance Goal Attainment Factor
equal to 100% or such other percentage specified by the Company, or, to the extent the retirement occurs in the third calendar year
of the Performance Cycle, the percentage may also be based on actual attainment of the Performance Goals, in each case, subject
to compliance with the payment timing provisions set forth in Section 4 hereof, prorated by applying the Participants Participation
Period Factor;
(B)
If the PSP Award is intended to qualify as Qualified Performance-Based Compensation, the
Participant shall receive a prorated portion of the PSP Award payable upon actual attainment of the Performance Goals in
satisfaction of the conditions set forth herein, subject to compliance with the payment and timing provisions set forth in Section 4
hereof, prorated by applying the Participants Participation Period Factor.
If the Company determines that there has been a legal judgment and/or legal development in the jurisdiction where
the Participant resides that results in the favorable treatment on Early or Normal Retirement described in this Section being deemed
unlawful and/or discriminatory, then the Company will not apply such favorable treatment, and the Participants right to the PSP
Award will be treated as it would under the first sentence of this Section 3(b).
(iii)
Anything to the contrary in this Section 3(b) notwithstanding, the Committee may, in its sole discretion,
provide for full or partial payment of the PSP Award upon termination of a Participants active employment for any reason prior to
the completion of a Performance Cycle to which a PSP Award relates; provided that the Committee shall not exercise such
discretion if doing so would cause other PSP Awards that are intended to qualify as Qualified Performance-Based Compensation
not to qualify.
4.
Payment .
(a)
Form and Time of Payment .
(i)
PSP Award Payment . Subject to the terms of the 2012 Plan and this Agreement, any PSP Award that
becomes payable in accordance with this Agreement shall be made in whole shares of Common Stock, which shall be issued in
book-entry form, registered in the Participants name. In the event the PSP Award Share Payout results in less than a whole
number of shares of Common Stock, the PSP Award Share Payout shall be rounded up to the next whole share of Common Stock
(no fractional shares of Common Stock shall be issued in payment of a PSP Award). Any shares of Common Stock issued in
respect of a PSP Award Share Payout shall be issued pursuant to the terms and conditions of the 2012 Plan and shall reduce the
number of shares available for issuance thereunder.
(ii)
Dividends . The PSP Award payment shall include the total amount of dividends paid on each share of
Common Stock having a record date during the period beginning on first day of the Performance Cycle and ending on the earlier of
the last day of the Performance Cycle or the date of payment of the Award, multiplied by the number of shares of Common Stock
issued in respect of the PSP Award. The amount in respect of such dividends shall be paid in shares of Common Stock, rounded
down to result in a whole number of shares.
(iii)
Payment Timing . Except as otherwise provided in Section 4(a)(iii)(A) or (B) or Section 21 hereof, the
PSP Award payment shall be made as soon as practicable following the date the PSP Award becomes payable in accordance with
Section 3 hereof, but in any event no later than March 15 of the taxable year following the end of the Performance Cycle.
(A)
Death; Disability Termination Payments . A PSP Award that becomes payable under Section 3
(b)(i) hereof in connection with a Participants death or termination resulting from Disability shall be paid within 75 days following the
Participants death or termination of employment, as applicable, but in any event no later than March 15 of the taxable year
following the year of death or termination from Disability.
(B)
Retirement . A PSP Award that becomes payable under Section 3(b)(ii) hereof in connection
with a Participants Early Retirement or Normal Retirement shall be paid, (1) in the event the PSP Award Share Payout is calculated
based on a specified Performance Goal Attainment Factor equal to 100% or another
specified percentage, within 75 days following the date of termination, but in any event no later than March 15 of the taxable year
following the year of retirement, and (2) in the event the PSP Award Share Payout is calculated based on actual attainment of the
Performance Goals, at same time that the PSP Award Share Payout is paid to all other Participants in accordance with the first
sentence of this Section 4(a)(iii).
(b)
Conditions to Payment of PSP Award . Notwithstanding any other provision of this Agreement:
(i)
The PSP Award shall not become payable to the Participant or his or her legal representative unless
and until the Participant or his or her legal representative shall have satisfied all applicable withholding obligations for Tax-Related
Items (as defined in Section 5 below), if any, in accordance with Section 5 hereof.
(ii)
The Company shall not be required to issue or deliver any shares of Common Stock in payment of the
PSP Award prior to the fulfillment of all of the following conditions: (A) the admission of the Common Stock to listing on all stock
exchanges on which the Common Stock is then listed, (B) the completion of any registration or other qualification of the Common
Stock under any state or federal law or under rulings or regulations of the Commission or other governmental regulatory body,
which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, or if the offering of the Common
Stock is not so registered, a determination by the Company that the issuance of the Common Stock would be exempt from any
such registration or qualification requirements, (C) the obtaining of any approval or other clearance from any state, federal or
foreign governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D)
the lapse of any such reasonable period of time following the date the PSP Award becomes payable as the Committee may from
time to time establish for reasons of administrative convenience, subject to compliance with Section 409A of the Code.
5.
Withholding Taxes . Regardless of any action the Company or the Participants employer (the Employer ) takes with
respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the
Participants participation in the 2012 Plan and legally applicable to the Participant ( Tax-Related Items ), the Participant
acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains his or her
responsibility and may exceed the amount actually withheld by the Company or the Employer. Furthermore, the Participant
acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the PSP Award, including, but not limited to, the grant, vesting, or payment of
this PSP Award or the subsequent sale of shares of Common Stock issued in payment of the PSP Award; and (b) do not commit to
and are under no obligation to structure the terms of the grant of the PSP Award or any aspect of the Participants participation in
the 2012 Plan to reduce or eliminate his or her liability for Tax-Related Items or achieve any particular tax result. If the Participant
becomes subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable
or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer,
as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction.
The Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, vesting, or
payment of the PSP Award or sale of shares of Common Stock issued pursuant to the PSP Award, as the case may be, by
deducting the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items
withholding due from a PSP Award Share Payout or otherwise becoming subject to current taxation. If the Company satisfies the
Tax-Related Items obligation by withholding a number of shares of Common Stock as described herein, for tax purposes, the
Participant will be deemed to have been issued the full number of shares of Common Stock due to the Participant at vesting,
notwithstanding that a number of shares of Common Stock is held back solely for the purpose of such Tax-Related Items
withholding.
The Company is also authorized to satisfy the actual Tax-Related Items withholding arising from the granting, vesting or
payment of this PSP Award, the sale of shares of Common Stock issued pursuant to the PSP Award or hypothetical withholding tax
amounts if the Participant is covered under a Company tax equalization policy, as the case may be, by the remittance of the
required amounts from any proceeds realized upon the open-market sale of the Common Stock received in payment of the vested
PSP Award by the Participant. Such open-market sale is on the Participants behalf and at the Participants direction pursuant to
this authorization.
Furthermore, the Company and/or the Employer are authorized to satisfy the Tax-Related Items withholding arising from
the granting, vesting, or payment of this PSP Award, or sale of shares issued pursuant to the PSP Award, as the case may be, by
withholding from the Participants wages, or other cash compensation paid to the Participant by the Company and/or the Employer.
If the Participant is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Participant may elect the
form of withholding in advance of any Tax-Related Items withholding event, and in the absence of the Participants election, the
Company will deduct the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items
withholding due from the PSP Award Share Payout, or the Committee may determine that a particular method be used to satisfy
any Tax Related Items withholding.
Shares of Common Stock deducted from the payment of this PSP Award in satisfaction of Tax-Related Items withholding
shall be valued at the Fair Market Value of the Common Stock received in payment of the vested PSP Award on the date as of
which the amount giving rise to the withholding requirement first became includible in the gross income of the Participant under
applicable tax laws. The Company may refuse to issue or deliver the Common Stock if the Participant fails to comply with his or her
Tax-Related Items obligations. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related
Items by considering applicable minimum statutory withholding amounts (in accordance with Section 13(d) of the 2012 Plan) or
other applicable withholding rates.
The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to withhold that cannot be satisfied by the means previously described. If the Participant is covered by a
Company tax equalization policy, the Participant also agrees to pay to the Company any additional hypothetical tax obligation
calculated and paid under the terms and conditions of such tax equalization policy.
6.
Nature of Grant . By participating in the 2012 Plan and in exchange for receiving the PSP Award, the Participant
acknowledges, understands and agrees that:
(a)
the 2012 Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified,
amended, suspended or terminated by the Company at any time, unless otherwise provided in the 2012 Plan;
(b)
the grant of the PSP Award is voluntary and occasional and does not create any contractual or other right to
receive future grants of PSP Awards, or benefits in lieu of PSP Awards, even if PSP Awards have been granted repeatedly in the
past;
(c)
all decisions with respect to future PSP Award grants, if any, will be at the sole discretion of the Board of
Directors of the Company or the Committee;
(d)
the Participant is voluntarily participating in the 2012 Plan;
(e)
the PSP Award and any shares of Common Stock subject to the PSP Award are not part of or included in any
calculation of severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards,
pension, retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in
any way to, past services for the Company, the Employer, or any Affiliate;
(f)
the PSP Award grant will not be interpreted to form an employment or service contract or relationship with the
Company or any Affiliate;
(g)
the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
(h)
the PSP Award and the benefits evidenced by this Agreement do not create any entitlement, not otherwise
specifically determined by the Company in its discretion, to have the PSP Award or any such benefits transferred to, or assumed
by, another company, or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the
Companys Common Stock; and
(i)
for Participants who reside outside the U.S., the following additional provisions shall apply:
(i)
the PSP Award and the shares of Common Stock subject to the PSP Award are not intended to replace
any pension rights or compensation;
(ii)
the PSP Award and the shares of Common Stock subject to the PSP Award are extraordinary items that
do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the
scope of the Participants employment or service contract, if any;
(iii)
the PSP Award and the shares of Common Stock subject to the PSP Award are not part of normal
compensation or salary from the Employer and in no event should be considered as compensation for, or relating in any way to,
past services for the Company, the Employer or any Affiliate of the Company;
(iv)
no claim or entitlement to compensation or damages shall arise from forfeiture of the PSP Award
resulting from failure to reach Performance Goals or termination of the Participants employment by the Company or the Employer
(for any reason whatsoever and whether or not in breach of any employment laws in the country where the Participant resides or
later found to be invalid), and in consideration of the grant of the PSP Award to which the Participant is otherwise not entitled,
the Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any,
to bring any such claim, and releases the Company and the Employer from any such claim; if, notwithstanding the foregoing, any
such claim is allowed by a court of competent jurisdiction, then, by participating in the 2012 Plan, the Participant shall be deemed
irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or
withdrawal of such claims; and
(v)
neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate
fluctuation between the Participants local currency and the United States Dollar that may affect the value of the PSP Award, any
shares of Common Stock paid to the Participant or any proceeds resulting from the Participants sale of such shares .
7.
Data Privacy . By participating in the 2012 Plan and in exchange for receiving the PSP Award, the Participant
hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the
Participants personal data as described in this Agreement and any other PSP Award grant materials by and among, as
applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and
managing the Participants receipt of the PSP Award.
The Participant understands that the Company and the Employer may hold certain personal information about the
Participant, including, but not limited to, the Participants name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in
the Company, details of all PSP Awards or any other entitlement to shares of stock awarded, canceled, exercised, vested,
unvested or outstanding in the Participants favor, for the exclusive purpose of implementing, administering and
managing the PSP Award (Data).
The Participant understands that Data will be transferred to UBS Financial Services (UBS), or such other stock
plan service provider as may be selected by the Company in the future, which is assisting the Company with the
implementation, administration and management of the PSP Award. The Participant understands that the recipients of the
Data may be located in the United States or elsewhere, and that the recipients country (e.g., the United States) may have
different data privacy laws and protections than the Participants country. If the Participant resides outside the United
States, the Participant understands that he or she may request a list with the names and addresses of any potential
recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the
Company, UBS and any other possible recipients which may assist the Company (presently or in the future) with
implementing, administering and managing the PSP Award to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the
PSP Award. The Participant understands that Data will be held only as long as is necessary to implement, administer and
manage the Participants receipt of the PSP Award. If the Participant resides outside the United States, the Participant
understands that he or she may, at any time, view Data, request additional information about the storage and processing
of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost,
by contacting in writing his or her local human resources representative. The Participant understands, however, that
refusing or withdrawing his or her consent may affect the Participants ability to receive the PSP Award. For more
information on the consequences of the Participants refusal to consent or withdrawal of consent, the Participant
understands that he or she may contact his or her local human resources representative.
8.
Nontransferability of PSP Award . The PSP Award or the interests or rights therein may not be transferred in any manner
other than by will or by the laws of descent and distribution, and may not be assigned, hypothecated or otherwise pledged and shall
not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any
such process, in violation of the provisions herein, the PSP Award shall immediately become null and void and any rights to receive
a payment under the PSP Award shall be forfeited.
9.
Rights as Shareholder . Neither the Participant nor any person claiming under or through the Participant shall have any
of the rights or privileges of a shareholder of the Company in respect of any shares of Common Stock issuable hereunder unless
and until certificates representing such Common Stock (which may be in uncertificated form) will have been issued and recorded on
the books and records of the Company or its transfer agents or registrars, and delivered to the Participant (including through
electronic delivery to a brokerage account). After such issuance, recordation and delivery, the Participant shall have all the rights of
a shareholder of the Company, including with respect to the right to vote the Common Stock and the right to receive any cash or
share dividends or other distributions paid to or made with respect to the Common Stock.
10.
Repayment/Forfeiture . Any payments or benefits the Participant may receive hereunder shall be subject to repayment
or forfeiture as may be required to comply with the requirements under the U.S. Securities Act of 1933, as amended (the
Securities Act ), the Exchange Act, rules promulgated by the Commission or any other applicable law, including the requirements
of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Common Stock is
listed or traded, as may be in effect from time to time as well as any policy relating to the repayment or forfeiture of compensation
that the Company may adopt from time-to-time.
11.
Restrictions on Resale . The Participant hereby agrees not to sell any shares of Common Stock issued in payment of
the PSP Award at a time when applicable laws or Company policies prohibit a sale. This restriction will apply as long as the
Participants employment continues and for such period of time after the termination of the Participants employment as the
Company may specify.
12.
Adjustments . Subject to Section 162(m) of the Code, the Performance Goals, as well as the manner in which the PSP
Award payment is calculated is subject to adjustment in the Committees sole discretion and the Performance Goal Adjustment
Section of the Notice. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Company
and the Participant.
13.
NO GUARANTEE OF CONTINUED EMPLOYMENT . THE PARTICIPANT HEREBY ACKNOWLEDGES AND
AGREES THAT THE VESTING OF THE PSP AWARD PURSUANT TO THE PROVISIONS OF THIS AGREEMENT IS EARNED
ONLY IF THE PERFORMANCE GOALS ARE ATTAINED AND THE OTHER TERMS AND CONDITIONS SET FORTH HEREIN
ARE SATISFIED AND BY THE PARTICIPANT CONTINUING TO BE EMPLOYED (SUBJECT TO THE PROVISIONS OF
SECTION 3(b) HEREOF) AT THE WILL OF THE COMPANY OR AN AFFILIATE (AND NOT THROUGH THE ACT OF BEING
EMPLOYED BY THE COMPANY OR AN AFFILIATE, BEING GRANTED A PSP AWARD, OR RECEIVING COMMON STOCK
HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE RIGHT TO EARN A PAYMENT UNDER THE PSP AWARD SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT DURING THE
PERFORMANCE CYCLE, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE PARTICIPANTS RIGHT
OR THE RIGHT OF THE COMPANY OR AN AFFILIATE TO TERMINATE THE PARTICIPANTS EMPLOYMENT AT ANY TIME,
WITH OR WITHOUT CAUSE, AND IN ACCORDANCE WITH APPLICABLE EMPLOYMENT LAWS OF THE COUNTRY WHERE
THE PARTICIPANT RESIDES.
14.
Entire Agreement: Governing Law . The Notice, the 2012 Plan, and this Agreement, including any appendices,
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, and may not be
modified adversely to the Participants interest except as provided in the Notice, the 2012 Plan or this Agreement or by means of a
writing signed by the Company and the Participant. Nothing in the Notice, the 2012 Plan and this Agreement (except as expressly
provided therein) is intended to confer any rights or remedies on any persons other than the parties. The Notice, the 2012 Plan and
this Agreement are to be construed in accordance with and governed by the substantive laws of the Commonwealth of Virginia,
U.S.A., without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the
substantive laws of the Commonwealth of Virginia to the rights and duties of the parties. Unless otherwise provided in the Notice,
the 2012 Plan or this Agreement, the Participant is deemed to submit to the exclusive jurisdiction of the Commonwealth of Virginia,
U.S.A., and agrees that such litigation shall be conducted in the courts of Henrico County, Virginia, or the federal courts for the
United States for the Eastern District of Virginia, where this grant is made and/or to be performed.
15.
Conformity to Securities Laws . The Participant acknowledges that the Notice, the 2012 Plan and this Agreement are
intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all
regulations and rules promulgated thereunder by the Commission, including, without limitation, Rule 16b-3 under the Exchange Act.
Notwithstanding anything herein to the contrary, the Notice, the 2012 Plan and this Agreement
shall be administered, and the PSP Award is granted, only in such a manner as to conform to such laws, rules and regulations. To
the extent permitted by applicable law, the Notice, the 2012 Plan and this Agreement shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.
16.
Administration and Interpretation . The PSP Award, the vesting of the PSP Award and any payment of the PSP Award
are subject to, and shall be administered in accordance with, the provisions of this Agreement, as the same may be amended from
time to time. Any question or dispute regarding the administration or interpretation of the Notice, the 2012 Plan and this Agreement
shall be submitted by the Participant or by the Company to the Committee. The resolution of such question or dispute by the
Committee shall be final and binding on all persons.
17.
Headings . The captions used in the Notice and this Agreement are inserted for convenience and shall not be deemed
a part of the PSP Award for construction or interpretation.
18.
Notices . Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given
upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in
the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the
other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time
to time to the other part.
19.
Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple
assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions
on transfer herein set forth, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators,
successors and assign.
20.
Severability . Whenever feasible, each provision of the Notice, this Agreement, and the 2012 Plan shall be interpreted
in such manner as to be effective and valid under applicable law, but if any provision in the Notice, 2012 Plan or this Agreement is
held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of the Notice, the 2012 Plan or this Agreement.
21.
Code Section 409A . This PSP Award is intended to be exempt from or to comply with Section 409A of the Code and
shall be interpreted, operated and administered in a manner consistent with such intent. To the extent this Agreement provides for
the PSP Award to become vested and be settled upon the Participants termination of employment, the applicable shares shall be
transferred to the Participant or his or her beneficiary upon the Participants separation from service, within the meaning of Section
409A of the Code; provided that if the Participant is a specified employee, within the meaning of Section 409A of the Code, then to
the extent the PSP Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, such
shares shall be transferred to the Participant or his or her beneficiary upon the earlier to occur of (i) the six-month anniversary of
such separation from service and (ii) the date of the Participants death.
This Agreement may be amended at any time, without the consent of any party, to avoid the application of Section 409A of
the Code in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A of the
Code, but the Company shall not be under any obligation to make any such amendment. Nothing in the Agreement shall provide a
basis for any person to take action against the Company or any Affiliate based on matters covered by Section 409A of the Code,
including the tax treatment of any amount paid under the PSP Award granted hereunder, and neither the Company nor any of its
Affiliates shall under any circumstances have any liability to the Participant or his estate or any other party for any taxes, penalties
or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section
409A of the Code.
22.
No Advice Regarding PSP Award . The Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding the Participants acquisition or sale of any shares of Common Stock issued in payment of
the PSP Award. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors before
taking any action related to the PSP Award.
23.
Language . If the Participant has received this Agreement or any other document related to the 2012 Plan translated
into a language other than English and if the meaning of the translated version is different than the English version, the English
version will control.
24.
Appendix B . Notwithstanding any provisions in this Agreement, the PSP Award grant shall be subject to any special
terms and conditions set forth in Appendix B to this Agreement for the Participants country. Moreover, if the Participant relocates to
one of the countries included in Appendix B, the special terms and conditions for such country will apply to the Participant, to the
extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with
laws in the country where the Participant resides regarding the issuance of shares of Common Stock, or to facilitate the
administration of the PSP Award. Appendix B constitutes part of this Agreement.
25.
Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related
to current or future PSP Awards by electronic means or to request the Participants consent to participate in the 2012 Plan by
electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in
the 2012 Plan through an on-line or electronic system established and maintained by the Company or a third party designated by
the Company.
26.
Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Participants
participation in the 2012 Plan or on the PSP Award and on any shares of Common Stock issued in payment of the PSP Award , to
the extent the Company determines it is necessary or advisable in order to comply with laws in the country where the Participant
resides regarding the issuance of shares of Common Stock, or to facilitate the administration of the PSP Award, and to require the
Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
IN WITNESS WHEREOF, this Agreement has been duly executed as of __________, _____.
APPENDIX A
I.
APPLICATION
This Appendix A includes additional terms and conditions that govern Participants who accept a PSP Award and are, as of
the date set forth in the PSP Award Notice, designated in Salary Band G or above. Therefore, by accepting a PSP Award under the
2012 Plan, a Salary Band G or above Participant will be agreeing to comply with the restrictive covenants and other provisions set
forth below.
II.
(a)
Acknowledgements. In exchange for receiving the PSP Award, Participant acknowledges and agrees that the
services to be rendered by Participant to the Company will be of a special character having a unique value to the Company, and
that, as a result of Participants role and position within the Company, Participant will be provided with specialized training and
disclosure and use of which would be harmful if used for the benefit of the Companys competitors. Participant recognizes that the
Companys relationships with the customers, suppliers, licensees, licensors, vendors, consultants, and independent contractors
(collectively, Partners) with which Participant serves or has contact, and with other employees, is special and unique, based upon
the development and maintenance of goodwill resulting from the Partners, and other employees contacts with the Company and
its employees, including Participant. Participant also recognizes that the Companys relationship with other employees, is special
and unique, based upon the development, maintenance, and provision of training, opportunities, and goodwill by the Company and
its employees, including Participant. Participant further acknowledges the Companys ongoing substantial investment of time,
money, and other resources to recruit, train, equip, and retain talented individuals, including Participant, promotes the business
goodwill of the Company by fostering productive, long-term relationships between the Company and its employees. As a result of
Participants position and Participants Partners, and employee contacts, Participant recognizes that Participant will gain valuable
information about (i) the Companys most sensitive and valuable confidential information, (ii) the Companys business habits,
needs, pricing policies, purchasing policies, profit structures, and margins, (iii) the Companys relationships with its customers, their
buying habits, special needs, and purchasing policies, (iv) the Companys relationships with its suppliers, their pricing habits, and
purchasing policies, (v) the Companys pricing policies, purchasing policies, profit structures, and margin needs, (vi) the skills,
capabilities and other employment-related information relating to the Company employees, and (vii) and other matters of which
Participant would not otherwise know and that is not otherwise readily available. Such knowledge is essential to the business of the
Company and Participant recognizes that it would be harmful if used for the benefit of the Companys competitors. Participant
acknowledges and agrees that any injury to the Companys Partner, or employee relationships, the loss of those relationships, or
the inevitable disclosure of Company confidential information to a competitor would cause irreparable harm to the Company.
Participant recognizes that during a period following termination of Participants employment, the Company is entitled to protection
from Participants use of Company confidential information and the Partner, and employee relationships with which Participant has
been entrusted by the Company during Participants employment. Participant acknowledges and agrees that due to the nature of
Participants role within the Company and the Company confidential information to which Participant will have access, Participants
employment with a competitor in the same or substantially the same capacity in which Participant was employed by the Company
will inevitably result in the disclosure of the Companys most sensitive confidential information. Participant also recognizes that if
Participants employment terminates, the Company will be required to rebuild the Partner, and employee relationships with which
Participant has been entrusted by the Company during Participants employment. Participant also recognizes that merely limiting
the Partners, and employees Participant can solicit after termination will not be sufficient to protect the Companys legitimate
business interests.
(b)
Non-Competition and Non-Solicitation Obligations . Therefore, in exchange for receiving the PSP Award, the
Participant hereby explicitly agrees that, during the Participants employment and for a period of 12 months following the
termination of the Participants employment with the Company for any reason, including termination by the Company with or without
cause, the Participant will not, either as an employee, employer, consultant, agent, principal, partner, stockholder, officer, director,
or in any other individual or representative capacity, directly or indirectly:
i.
Engage in any business activities within the same line or lines of business for which the Participant
performed services for the Company and in a capacity that is similar to the capacity in which the Participant w
as employed by the Company with any person or entity that competes with the Company in the consumer packaged food and
beverage industry anywhere within North America.
ii.
Solicit, assist in the solicitation of, or accept any business (other than on behalf of the Company) from
any customer who, during the two (2) years immediately preceding the Participant's termination, had been assigned to the
Participant by the Company, or any customer with which the Participant had contact on behalf of the Company while an employee
of the Company, or any customer about which the Participant had access to confidential information by virtue of the Participant's
employment with the Company; or disclose to any person, firm, association, corporation or business entity of any kind the names or
addresses of any such customer; or directly or indirectly in any way request, suggest or advise any such customer or any suppliers,
licensees, licensors, vendors, consultants, and independent contractors with which the Participant had contact on behalf of the
Company to withdraw or cancel any of their business or refuse to continue to do business with the Company. This paragraph shall
apply only where the customer is solicited to purchase a service or product that competes with the services or products offered by
the Company.
iii.
Cause, solicit, induce, or encourage any individual who was an employee of the Company at the time of,
or within 6 months prior to, the Participants termination, to terminate or reject their employment with the Company or to seek or
accept employment with any other entity, including but not limited to a competitor, supplier, customer or client of the Company, nor
shall the Participant cooperate with any others in doing or attempting to do so. As used herein, the term solicit, induce, or
encourage includes, but is not limited to, (i) initiating communications with a Company employee relating to possible employment,
(ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employment with the
Company and accept employment with any entity, (iii) recommending a Company employee to any entity, and (iv) aiding an entity in
recruitment of a Company employee.
(c)
Reasonableness of Restrictions . The Participant acknowledges and agrees that, given the Companys
operations, the geographic restrictions contained in the above restrictions are reasonable to protect the Companys interests. The
Participant acknowledges and agrees that the length of the time periods applicable to the restrictive covenants set forth in this
Section II are appropriate and reasonable, in view of the nature of the Companys business and Participants employment with the
Company and knowledge of its business. The Participant acknowledges and agrees that the Participant carefully considered the
terms of this Agreement, including the covenants set forth in this Section II, and acknowledges that if this Agreement is enforced
according to its terms, the Participant will be able to earn a reasonable living in commercial activities unrelated to the Company in
locations satisfactory to the Participant. The Participant also acknowledges that the restrictive covenants set forth in this Section II
are a vital part of and intrinsic to the ongoing operations of the Company, in light of the nature of the business and the Participants
unique position, skills, and knowledge with and of the Company. Notwithstanding the foregoing, if any provision or portion of this
Section II or its subparts is held to be unenforceable because of the scope, duration, territory, or terms thereof, the Participant
agrees that the court making such determination shall have the power to reduce the scope, duration, territory and/or terms of such
provision, and to delete specific words or phrases in such provision, so that the provision is enforceable by the court, and such
provision as amended shall be enforced by the court.
(d)
Direct or Indirect Violations . The Participant acknowledges and agrees that the Participant will be in violation of
Section II if the Participant engages in any or all of the activities set forth in this Section II directly as an individual, or indirectly for,
through, or with assistance from, any other person or entity, whether as partner, joint venturer, employee, agent, salesperson,
employee, officer, manager and/or director of any person or entity, or as an equity holder of any person or entity in which the
Participant or the Participants spouse, child, or parent owns, directly or indirectly, any of the outstanding equity interests.
(e)
Tolling of Covenants . The Participant acknowledges and agrees that that if it is judicially determined that the
Participant has violated any of the Participants obligations under Section II, then the period applicable to each obligation that the
Participant has been determined to have violated shall automatically toll from the date of the first breach, and all subsequent
(f)
Remedies. The Participant acknowledges and agrees that, in the event of a breach or threatened breach of the
Participants obligations under this Section II (including all subparts), irreparable injury would be caused to the Company, for which
the Company would have an inadequate remedy at law. The Participant therefore agrees that, in addition to and without limitation of
and permanent injunctive relief against the Participant in the event of such breach, or threatened breach, in addition to any other
Participant also agrees that the
Company is entitled to its reasonable attorneys fees and costs incurred in enforcing the restrictive covenants contained in this
Agreement or successfully prosecuting or defending any action under this Agreement. Furthermore, no bond need be posted in
conjunction with the application for, or issuance of, an injunction (which requirement the Participant hereby specifically and
expressly waives).
III.
If the Participant violates any agreement between the Participant and the Company or its Affiliates with respect to noncompetition, non-solicitation, confidentiality, or protection of trade secrets (or similar provision regarding intellectual property),
including Section II of this Appendix A: the Company shall have the right, at its discretion, (i) to recoup any PSP Award Share
Payout made in the 12 months preceding either (A) the date on which the Company first became aware of such violation or (B) the
date of the Participants termination of employment; and (ii) if the Participant has sold any portion of the PSP Award Share Payout
made in the 12 months preceding either (A) the date on which the Company first became aware of such violation or (B) the date of
the Participants termination of employment, to require the Participant to immediately remit a cash payment to the Company equal
to the gross proceeds of such sale. The remedy provided by this Section III shall be in addition to and not in lieu of any rights or
remedies which the Company may have against the Participant under any statute, regulation or Company policy, as in effect from
time to time, relating to the forfeiture or recoupment of compensation.
The Participant further agrees that by accepting the PSP Award, the Participant authorizes the Company and its affiliates to
deduct any amount or amounts owed by the Participant pursuant to this Section III from any amounts payable by or on behalf of the
Company or any Affiliate to the Participant, including, without limitation, any amount payable to the Participant as salary, wages,
vacation pay, bonus or the settlement of the PSP Award or any stock-based award. This right of setoff shall not be an exclusive
remedy and the Companys or an affiliates election not to exercise this right of setoff with respect to any amount payable to the
Participant shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Participant or any
other remedy.
APPENDIX B
PSP AWARD AGREEMENT
This Appendix B includes additional terms and conditions that govern the PSP Award granted to the Participant under the 2012
Plan if he or she resides in one of the countries listed below at the time of grant. Certain capitalized terms used but not defined in
this Appendix B have the meanings set forth in the 2012 Plan and/or the PSP Award Agreement (the Agreement ).
NOTIFICATIONS
This Appendix B also includes information regarding exchange controls and certain other issues of which the Participant should be
aware with respect to participation in the 2012 Plan. The information is based on the securities, exchange control, and other laws in
effect in the respective countries as of February 2015. Such laws are often complex and change frequently. As a result, the
Company strongly recommends that the Participant not rely on the information in this Appendix B as the only source of information
relating to the consequences of his or her participation in the 2012 Plan because the information may be out of date at the time the
Participant vests in the PSP Award or sells shares of Common Stock acquired under the Agreement.
In addition, the information contained herein is general in nature and may not apply to the Participants particular situation, and the
Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek
appropriate professional advice as to how the relevant laws in his or her country may apply to the Participants situation.
Finally, if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working,
transfers employment after the PSP Award is granted, or is considered a resident of another country for local law purposes, the
notifications contained herein may not be applicable to the Participant, and the Company shall, in its discretion, determine to what
extent the terms and conditions contained herein shall be applicable to the Participant.
CANADA
Time and Form of Payment. PSP Awards granted to employees resident in Canada shall be paid in shares of Common Stock
only.
Termination of Employment Before Vesting Date . This provision supplements Section 3 of the Agreement:
Unless otherwise determined by the Committee, the Participant shall not be considered actively employed during any notice period
or period of pay in lieu of such notice required under any applicable law, including Canadian provincial employment law (including
but not limited to statutory law, regulatory law and/or common law), or under any employment agreement. The Committee shall
have the exclusive discretion to determine when the Participant is no longer actively employed and the Termination Date for
purposes of this Agreement.
The following provisions apply for Employees employed in Quebec:
Data Privacy Notice and Consent . This provision supplements Section 7 of the Agreement:
The Participant hereby authorizes the Company and the Companys representatives, to discuss with and obtain all relevant
information from all personnel, professional or not, involved in the administration and operation of the 2012 Plan. The Participant
further authorizes the Company and any Affiliate and the administrator of the 2012 Plan to disclose and discuss the 2012 Plan with
their advisors. The Participant further authorizes the Company and any Affiliate to record such information and to keep such
information in his or her employee file.
Consentement relatif la langue utilise . Les parties reconnaissent avoir exig la rdaction en anglais de cette convention,
ainsi que de tous documents, avis et procdures judiciaires, excuts, donns ou intents en vertu de, ou lis directement ou
NOTIFICATIONS
Securities Law Information. Upon issuance of the shares of Common Stock subject to the Agreement, the Participant is permitted
to sell shares of Common Stock acquired under the Agreement through the designated broker appointed under the 2012 Plan, if
any, provided that the sale of shares takes place outside of Canada through the facilities of a stock exchange on which the shares
are listed ( i.e. , the NASDAQ Global Select Market).
EXHIBIT 10.21

GLOBAL RESTRICTED STOCK UNIT AGREEMENT
KRAFT FOODS GROUP, INC., a Virginia corporation (the Company ), hereby grants to the employee (the Employee
) named in the Award Statement attached hereto (the Award Statement ) as of the date set forth in the Award Statement (the
Award Date ) pursuant to the provisions of the Kraft Foods Group, Inc. 2012 Performance Incentive Plan (the Plan ) a
Restricted Stock Unit Award (the Award ) with respect to the number of shares (the Restricted Shares ) of the Common Stock
of the Company (the Common Stock ) set forth in the Award Statement, upon and subject to the restrictions, terms and
conditions set forth below (including, as applicable, the non-competition and non-solicitation covenants provided in the attached
Appendix A hereto and the country-specific terms set forth in the attached Appendix B hereto), in the Award Statement and in the
Plan. Capitalized terms not otherwise defined in this Global Restricted Stock Unit Agreement (the Agreement ) have the
meaning set forth in the Plan.
Restrictions . Subject to Section 2 below, the restrictions on the Restricted Shares shall lapse and the Restricted
1.
Shares shall vest on the Vesting Date shown in the Award Statement (the Vesting Date ), provided that the Employee remains an
active employee of the Kraft Foods Group (as defined below in Section 18) during the entire period commencing on the Award
Date and ending on the Vesting Date.
Termination of Employment Before Vesting Date . In the event of the termination of the Employees employment
2.
with the Kraft Foods Group prior to the Vesting Date due to death or Disability (as defined below in Section 18) or upon the
Employees Normal Retirement (as defined below in Section 18), the restrictions on the Restricted Shares shall lapse and the
Restricted Shares shall become fully vested on the date of termination due to death, Disability, or Normal Retirement.
If the Employees employment with the Kraft Foods Group is terminated for any reason other than death, Disability, or
Normal Retirement prior to the Vesting Date, including any termination of employment caused directly or indirectly by the
Company or a subsidiary or affiliate (even if such termination constitutes unfair dismissal under the employment laws of the
country where the Employee resides or if the Employees termination is later determined to be invalid and his or her employment is
reinstated), the Employee shall forfeit all rights to the Restricted Shares. Notwithstanding the foregoing, upon the termination of an
Employees employment with the Kraft Foods Group, the Committee may, in its sole discretion, waive the restrictions on, and the
vesting requirements for, the Restricted Shares.
For purposes of this Agreement, the Employees employment shall be deemed to be terminated (i) when he or she is no
longer actively employed by the Kraft Foods Group (regardless of the reason for such termination and whether or not later found to
be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employees
employment agreement, if any), and (ii) when he or she is no longer actively employed by a corporation, or a parent or subsidiary
thereof, substituting a new right for these Restricted Shares (or assuming these Restricted Shares) in connection with a merger,
consolidation, acquisition of property or stock, separation, split-up reorganization or liquidation (the Termination Date ). Unless
otherwise determined by the Committee, a leave of absence shall not constitute a termination of employment. The Committee shall
have the exclusive discretion to determine when the Employee is no longer actively employed and the Termination Date for
purposes of this Agreement, subject to compliance with Section 409A of the Code.
3.
Voting and Dividend Rights . The Employee does not have the right to vote the Restricted Shares or receive dividends
prior to the date, if any, such Restricted Shares are paid to the Employee in the form of Common Stock pursuant to the terms
hereof. However, the Employee shall receive cash payments (less applicable Tax-Related Items (as defined below) withholding) in
lieu of dividends otherwise payable with respect to shares of Common Stock equal in number to the Restricted Shares that have not
been forfeited. Such payments will be made (by regularly scheduled payroll or otherwise) as soon as practicable on or after the date
on which such dividends are paid (and in no event later than 30 days after the date on which such dividends are paid).
4.
Transfer Restrictions . This Award and the Restricted Shares are non-transferable and may not be assigned,
hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect
any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and the Restricted
Shares shall be forfeited. These restrictions shall not apply, however, to any payments received pursuant to Section 7 below.
Withholding Taxes . The Employee acknowledges that, regardless of any action taken by the Company or, if
5.
different, the Employees employer (the Employer ), the ultimate liability for all income tax, social insurance, payroll tax, fringe
benefits tax, payment on account or other taxrelated items related to the Employees participation in the Plan and legally
applicable to the Employee ( Tax-Related Items ), is and remains the Employees responsibility and may exceed the amount
actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer
(a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the
Award, including the grant, vesting or payment of the Award, the receipt of any dividends or cash payments in lieu of dividends, or
the subsequent sale of shares of Common Stock; and (b) do not commit to and are under no obligation to structure the terms of the
grant or any aspect of the Restricted Shares to reduce or eliminate the Employees liability for Tax-Related Items or achieve any
particular tax result. Further if the Employee becomes subject to any Tax-Related Items in more than one jurisdiction between the
date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer (or
former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one
jurisdiction.
The Company may refuse to issue or deliver shares of Common Stock upon vesting of the Restricted Shares if Employee
fails to comply with his or her Tax-Related Items obligations or the Company has not received payment in a form acceptable to the
Company for all applicable Tax-Related Items, as well as amounts due to the Company as theoretical taxes , if applicable,
pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the
Kraft Foods Group, or arrangements satisfactory to the Company for the payment thereof have been made.
In this regard, the Employee authorizes the Company and/or the Employer, in their sole discretion and without any notice
or further authorization by the Employee, to withhold all applicable Tax-Related Items legally due by the Employee and any
theoretical taxes from the Employees wages or other cash compensation paid by the Company and/or the Employer or from
proceeds of the sale of the shares of Common Stock issued upon vesting of the Restricted Shares. Alternatively, or in addition, the
Company may (i) deduct the number of Restricted Shares having an aggregate value equal to the amount of Tax-Related Items and
any theoretical taxes due from the total number of Restricted Shares awarded, vested, paid or otherwise becoming subject to current
taxation; (ii) instruct the broker whom it has selected for this purpose (on the Employees behalf and at the Employees direction
pursuant to this authorization) to sell any shares of Common Stock that the Employee acquires upon vesting of the Restricted
Shares to meet the Tax-Related Items withholding obligation and any theoretical taxes, except to the extent that such a sale would
violate any U.S. Federal Securities law or other applicable law; and/or (iii) satisfy the Tax-Related Items and any theoretical taxes
arising from the granting or vesting of this Award, as the case may be, through any other method established by the Company.
Notwithstanding the foregoing, if the Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the
Employee may elect the form of withholding in advance of any Tax-Related Items or any theoretical taxes withholding event and in
the absence of the Employees election, the Company will withhold in Restricted Shares upon the relevant withholding event or the
Committee may determine that a particular method be used to satisfy any required withholding. If the obligation for Tax-Related
Items and/or any theoretical taxes is satisfied by withholding in Restricted Shares, for tax purposes, the Employee is deemed to
have been issued the full number of shares underlying the Award, notwithstanding that a number of Restricted Shares are held back
solely for the purpose of paying the Tax-Related Items and/or any theoretical taxes due as a result of any aspect of the Employees
participation in the Plan.
To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items or theoretical
taxes by considering applicable minimum statutory withholding amounts (in accordance with Section 13(d) of the Plan) or other
applicable withholding rates.
Finally, the Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items and any theoretical
taxes that the Company or the Employer may be required to withhold or account for as a result of the Employees participation in
the Plan that cannot be satisfied by the means previously described.
6.
Death of Employee . If any of the Restricted Shares shall vest upon the death of the Employee, any Common Stock
received in payment of the vested Restricted Shares shall be registered in the name of and delivered to the estate of the Employee.
7.
Payment of Restricted Shares . Each Restricted Share granted pursuant to this Award represents an unfunded and
unsecured promise of the Company to issue to the Employee, on or as soon as practicable, but not later than 30 days, after the date
the Restricted Share becomes fully vested pursuant to Section 1 or 2 and otherwise subject to the terms of this Agreement
(including, as applicable, the non-competition and non-solicitation covenants provided in the attached Appendix A hereto and the
country-specific terms set forth in the attached Appendix B hereto), the value of one share of the Common Stock. Except as
otherwise expressly provided and subject to the terms of this Agreement (including, as applicable, the non-competition and nonsolicitation covenants provided in the attached Appendix A hereto and the country-specific terms set forth in the attached Appendix
B hereto), such issuance shall be made to the Employee (or, in the event of his or her death to the Employees estate or beneficiary
as provided above) only in the form of shares of Common Stock as soon as practicable following the full vesting of the Restricted
Share pursuant to Section 1 or 2.
Special Payment Provisions . Notwithstanding anything in this Agreement to the contrary, if the Employee (i) is
8.
subject to U.S. Federal income tax on any part of the payment of the Restricted Shares, (ii) is a specified employee within the
meaning of Section 409A(a)(2)(B) of the Internal Revenue Code (the Code), and (iii) will become eligible for Normal Retirement
(A) for Restricted Shares with a Vesting Date between January 1 and March 15, before the calendar year preceding the Vesting
Date and (B) for Restricted Shares with a Vesting Date after March 15, before the calendar year in which such Vesting Date occurs,
then any payment of Restricted Shares under Section 7 that is on account of his separation from service within the meaning of
Section 409A(a)(2)(A)(i) of the Code shall be delayed until six months following such separation from service. In addition, if such
an Employee is not vested in his Restricted Shares, and the Employee (i) becomes eligible for Normal Retirement while employed
by a subsidiary or affiliate of the Company that would not be a service recipient with respect to the Award within the meaning of
the regulations under Section 409A of the Code or (ii) becomes eligible for Normal Retirement and subsequently transfers to a
subsidiary or affiliate of the Company that would not be a service recipient with respect to the Award within the meaning of the
regulations under Section 409A of the Code, then the Employees Restricted Shares shall be paid to the Employee at such time in
accordance with Section 7 (based on the value of shares of Common Stock at the time of payment), subject to a six-month delay
from the date treated as a separation from service within the meaning of Section 409A(a)(2)(A)(i) of the Code.
9.
Original Issue or Transfer Taxes . The Company shall pay all original issue or transfer taxes and all fees and expenses
incident to such delivery, except as otherwise provided in Section 5.
Agreement Subject to the Plan . This Agreement is subject to the provisions of the Plan and shall be interpreted in
10.
accordance therewith. To the extent any provision of this Agreement is inconsistent or in conflict with any term or provision of the
Plan, the Plan shall govern. The Employee hereby acknowledges receipt of a copy of the Plan.
Award Confers No Rights to Continued Employment . Nothing contained in the Plan shall give any employee the
11.
right to be retained in the employment of the Kraft Foods Group or affect the right of any such employer to terminate any
employee.
12.
Nature of Grant . In accepting the Restricted Shares, the Employee acknowledges, understands, and agrees that:
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified,
(a)
amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
the award of Restricted Shares is voluntary and occasional and does not create any contractual or other right
(b)
to receive future Awards of, or benefits in lieu of Restricted Shares, even if Restricted Shares have been awarded in the past;
(c)
all decisions with respect to future awards, if any, will be at the sole discretion of the Committee;
(d)
the Employees participation in the Plan is voluntary;
the Restricted Shares and the shares of Common Stock subject to the Restricted Shares are not intended to
(e)
replace any pension rights or compensation;
the Award of Restricted Shares and the shares of Common Stock subject to the Restricted Shares and the
(f)
income and the value of the same are not part of normal or expected compensation for purposes of calculating any severance,
resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension, retirement or
welfare benefits;
the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be
(g)
predicted with certainty;
(h)
no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Shares
resulting from the termination of the Employees employment by the Company or the Employer (for any reason whatsoever,
whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or the
terms of his or her employment agreement, if any), and in consideration of the Award to which the Employee is otherwise not
entitled, the Employee irrevocably agrees never to institute any claim against the Company, any of its subsidiaries or affiliates, or
the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its subsidiaries and affiliates,
and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent
jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim
and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(i)
the Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding the Employees participation in the Plan or Employees acquisition or sale of the underlying shares of
Common Stock;
(j)
the Employee is hereby advised to consult with the Employees own personal tax, legal and financial
advisors regarding the Employees participation in the Plan before taking any action related to the Plan;
the award of Restricted Shares and the benefits evidenced by this Agreement do not create any entitlement, not
(k)
otherwise specifically provided for in the Plan or determined by the Company in its discretion, to have the Restricted Shares or any
such benefits transferred to, or assumed by, another company, or to be exchanged, cashed out or substituted for, in connection with
any corporate transaction affecting the Companys Common Stock;
if the Employee is, as of the Award Date, designated in Salary Band G or above, the Restricted Shares shall
(l)
be subject to the non-competition and non-solicitation covenants set forth in the Appendix A to this Agreement; and
(m)
the following provisions apply only if the Employee is providing services outside the United States:
the Restricted Shares and the shares of Common Stock subject to the Restricted Shares are not part
(A)
of normal or expected compensation or salary for any purpose; and
(B)
neither the Company, the Employer nor any member of the Kraft Foods Group shall be liable for
any foreign exchange rate fluctuation between the Employees local currency and the United States Dollar that may affect the value
of the Restricted Shares or any shares of Common Stock delivered to the Employee upon vesting of the Restricted Shares or of any
proceeds resulting from the Employees sale of such shares.
Data Privacy . The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in
13.
electronic or other form, of his or her personal data as described in this Agreement ( Data ) by and among, as necessary and
applicable, the Employer, the Company and its subsidiaries or affiliates for the exclusive purpose of implementing,
administering and managing Employees participation in the Plan.
The Employee understands that the Company and the Employer may hold certain personal information about him or
her, including, but not limited to, the Employees name, home address and telephone number, date of birth, social security or
insurance number or other identification number, salary, nationality, and job title, any shares of stock or directorships held in
the Company, and details of the Restricted Shares or any other entitlement to shares of Common Stock, canceled, vested,
unvested or outstanding in the Employees favor, for the purpose of implementing, administering and managing the Plan.
Employees residing outside the U.S. should understand the following: Data will be transferred to UBS Financial
Services ( UBS ), or such other stock plan service provider as may be selected by the Company in the future, which is assisting
the Company with the implementation, administration and management of the Plan. The Employee understands that Data may
also be transferred to the Companys independent registered public accounting firm, PricewaterhouseCoopers LLP, or such
other public accounting firm that may be engaged by the Company in the future. The Employee understands that the recipients
of the Data may be located in the United States or elsewhere, and that the recipients country (e.g., the United States) may have
different data privacy laws and protections than Employees country. The Employee understands that if he or she resides outside
the United States, the Employee may request a list with the names and addresses of any potential recipients of the Data by
contacting the Employees local human resources representative. The Employee authorizes the Company, UBS and any other
possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing
the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing,
administering and managing the Employees participation in the Plan. The Employee understands that Data will be held only as
long as is necessary to implement, administer and manage the Employees participation in the Plan. The Employee understands
that if he or she resides outside the United States, the Employee may, at any time, view Data, request additional information
about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein,
in any case without cost, by contacting in writing the Employees local human resources representative. Further, the Employee
understands that the Employee is providing the consents herein on a purely voluntary basis. If the Employee does not consent,
or if the Employee later seeks to revoke his or her consent, the Employees employment status or service and career with the
Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Employees consent is
that the Company would not be able to grant the Employee Restricted Shares or other equity awards or administer or maintain
such awards. Therefore, the Employee understands that refusing or withdrawing his or her consent may affect the Employees
ability to participate in the Plan. For more information on the consequences of the Employees refusal to consent or withdrawal
of consent, the Employee understands that he or she may contact the Employees local human resources representative .
Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents
14.
related to current or future participation in the Plan by electronic means or request the Employees consent to participate in the Plan
by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in
the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the
Company.
15.
Language . If the Employee has received this Agreement or any other document related to the Plan translated into a
language other than English and if the meaning of the translated version is different from the English version, the English version
will control.
16.
Interpretation . The Committee shall have the right to resolve all questions which may arise in connection with the
Award, including whether the Employee is no longer actively employed. Any interpretation, determination or other action made or
taken by the Committee regarding the Plan or this Agreement shall be final, binding and conclusive. This Agreement shall be
binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall acquire
any rights hereunder in accordance with this Agreement, the Award Statement or the Plan.
17.
Governing Law . This Agreement shall be governed by the laws of the Commonwealth of Virginia, U.S.A., without
regard to choice of laws principles thereof. This Agreement shall be interpreted and construed in a manner that avoids the
imposition of taxes and other penalties under Section 409A of the Code, if applicable. Notwithstanding the foregoing, under no
circumstances shall any member of the Kraft Foods Group be responsible for any taxes, penalties, interest or other losses or
expenses incurred by the Employee due to any failure to comply with Section 409A of the Code.
Miscellaneous . In the event of any merger, share exchange, reorganization, consolidation, recapitalization,
18.
reclassification, distribution, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other
similar transaction or event affecting the Common Stock after the date of this Award, the Committee shall make adjustments to the
number and kind of shares of Common Stock subject to this Award, including, but not limited to, the substitution of equity interests
in other entities involved in such transactions, to provide for cash payments in lieu of Restricted Shares, and to determine whether
continued employment with any entity resulting from such a transaction will or will not be treated as continued employment with
any member of the Kraft Foods Group, in each case subject to any Committee action specifically addressing any such adjustments,
cash payments, or continued employment treatment.
For purposes of this Agreement, (a) the term Disability means permanent and total disability as determined under
procedures established by the Company for purposes of the Plan, and (b) the term Normal Retirement means retirement from
active employment, in circumstances that constitute a separation from service for purposes of Section 409A of the Code, under a
pension plan of the Kraft Foods Group or under an employment contract with any member of the Kraft Foods Group, on or after the
date specified as the normal retirement age in the pension plan or employment contract, if any, under which the Employee is at that
time accruing pension benefits for his or her current service (or, in the absence of a specified normal retirement age, the age at
which pension benefits under such plan or contract become payable without reduction for early commencement and without any
requirement of a particular period of prior service). In any case in which (i) the meaning of Normal Retirement is uncertain under
the definition contained in the prior sentence, an Employees termination shall be treated as Normal Retirement as the Committee,
in its sole discretion, deems equivalent to retirement. As used herein, Kraft Foods Group means Kraft Foods Group, Inc. and
each of its subsidiaries and affiliates. For purposes of this Agreement, (x) a subsidiary includes only any company in which the
applicable entity, directly or indirectly, has a beneficial ownership interest of greater than 50 percent and (y) an affiliate includes
only any company that (A) has a beneficial ownership interest, directly or indirectly, in the applicable entity of greater than 50
percent or (B) is under common control with the applicable entity through a parent company that, directly or indirectly, has a
beneficial ownership interest of greater than 50 percent in both the applicable entity and the affiliate.
19.
Compliance with Law . Notwithstanding any other provision of the Plan or this Agreement, unless there is an
available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the
Company shall not be required to deliver any shares issuable upon settlement of the Restricted Shares prior to the completion of
any registration or qualification of the shares of Common Stock under any local, state, federal or foreign securities or exchange
control law or under rulings or regulations of the Commission or of any other governmental regulatory body, or prior to obtaining
any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or
approval the Company shall, in its absolute discretion, deem necessary or advisable. The Employee understands that the Company
is under no obligation to register
or qualify the shares of Common Stock with the Commission or any state, provincial or foreign securities commission or to seek
approval or clearance from any governmental authority for the issuance or sale of the shares. Further, the Employee agrees that the
Company shall have unilateral authority to amend the Plan and the Agreement without the Employees consent to the extent
necessary to comply with securities or other laws applicable to issuance of shares of Common Stock.
Agreement Severable . In the event that any provision in this Agreement will be held invalid or unenforceable, such
20.
provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining
provisions of this Agreement.
Headings . Headings of paragraphs and sections used in this Agreement are for convenience only and are not part of
21.
this Agreement, and must not be used in construing it.
Imposition of Other Requirements . The Company reserves the right to impose other requirements on the
22.
Employees participation in the Plan, on the Restricted Shares and on any shares of Common Stock acquired under the Plan, to the
extent the Company determines it is necessary or advisable in order to comply with laws in the country where the Employee resides
regarding the issuance of shares of Common Stock, or to facilitate the administration of the Plan, and to require the Employee to
sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
23.
Appendix B . Notwithstanding any provisions in this Agreement, the Restricted Shares shall be subject to any
special terms set forth in Appendix B to this Agreement for Employees country. Moreover, if Employee relocates to one of the
countries included in Appendix B, the special terms for such country will apply to Employee, to the extent the Company determines
that the application of such terms is necessary or advisable for legal or administrative reasons.
24.
Waiver . The Employee acknowledges that a waiver by the Company of breach of any provision of this Agreement
shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the
Employee or any other participant of the Plan.
IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been granted as of _____________, ____________.
APPENDIX A
I.
APPLICATION
This Appendix A includes additional terms and conditions that govern the Restricted Shares granted to the Employee under
the Plan if the Employee is, as of the Award Date, designated in Salary Band G or above. Therefore, by accepting the Restricted
Shares, a Salary Band G or above Employee will be agreeing to comply with the restrictive covenants and other provisions set forth
below.
II.
(a) Acknowledgements . In exchange for receiving the Restricted Shares, the Employee acknowledges and agrees that the
services to be rendered by the Employee to the Company will be of a special character having a unique value to the Company, and
that, as a result of Employees role and position within the Company, the Employee will be provided with specialized training and
disclosure and use of which would be harmful if used for the benefit of the Companys competitors. The Employee recognizes that
the Companys relationships with the customers, suppliers, licensees, licensors, vendors, consultants, and independent contractors
(collectively, Partners) with which the Employee serves or has contact, and with other employees, is special and unique, based
upon the development and maintenance of goodwill resulting from the Partners, and other employees contacts with the Company
and its employees, including the Employee. The Employee also recognizes that the Companys relationship with other employees,
is special and unique, based upon the development, maintenance, and provision of training, opportunities, and goodwill by the
Company and its employees, including the Employee. The Employee further acknowledges the Companys ongoing substantial
investment of time, money, and other resources to recruit, train, equip, and retain talented individuals, including the Employee,
promotes the business goodwill of the Company by fostering productive, long-term relationships between the Company and its
employees. As a result of the Employees position and Employees Partners, and employee contacts, the Employee recognizes that
the Employee will gain valuable information about (i) the Companys most sensitive and valuable confidential information, (ii) the
Companys business habits, needs, pricing policies, purchasing policies, profit structures, and margins, (iii) the Companys
relationships with its customers, their buying habits, special needs, and purchasing policies, (iv) the Companys relationships with
its suppliers, their pricing habits, and purchasing policies, (v) the Companys pricing policies, purchasing policies, profit structures,
and margin needs, (vi) the skills, capabilities and other employment-related information relating to the Company employees, and
(vii) and other matters of which the Employee would not otherwise know and that is not otherwise readily available. Such
knowledge is essential to the business of the Company and the Employee recognizes that it would be harmful if used for the benefit
of the Companys competitors. The Employee acknowledges and agrees that any injury to the Companys Partner, or employee
relationships, the loss of those relationships, or the inevitable disclosure of Company confidential information to a competitor
would cause irreparable harm to the Company. The Employee recognizes that during a period following termination of the
Employees employment, the Company is entitled to protection from the Employees use of Company confidential information and
the Partner, and employee relationships with which the Employee has been entrusted by the Company during the Employees
employment. The Employee acknowledges and agrees that due to the nature of the Employees role within the Company and the
Company confidential information to which the Employee will have access, the Employees employment with a competitor in the
same or substantially the same capacity in which the Employee was employed by the Company will inevitably result in the
disclosure of the Companys most sensitive confidential information. The Employee also recognizes that if the Employees
employment terminates, the Company will be required to rebuild the Partner, and employee relationships with which the Employee
has been entrusted by the Company during the Employees employment. The Employee also recognizes that merely limiting the
Partners, and employees the Employee can solicit after termination will not be sufficient to protect the Companys legitimate
business interests.
(b)
Non-Competition and Non-Solicitation Obligations . Therefore, in exchange for receiving the Restricted Shares, the
Employee hereby explicitly agrees that, during the Employees employment and for a period of 12 months following the
termination of the Employees employment with the Company for any reason, including termination by the Company with or
without cause, the Employee will not, either as an employee, employer, consultant, agent, principal, partner, stockholder, officer,
director, or in any other individual or representative capacity, directly or indirectly:
(i)
Engage in any business activities within the same line or lines of business for which the Employee performed
services for the Company and in a capacity that is similar to the capacity in which the Employee was employed by the
Company with any person or entity that competes with the Company in the consumer packaged food and beverage industry
anywhere within North America.
Solicit, assist in the solicitation of, or accept any business (other than on behalf of the Company) from any
(ii)
customer who, during the two (2) years immediately preceding the Employees termination, had been assigned to the
Employee by the Company, or any customer with which the Employee had contact on behalf of the Company while an
employee of the Company, or any customer about which the Employee had access to confidential information by virtue of
the Employees employment with the Company; or disclose to any person, firm, association, corporation or business entity
of any kind the names or addresses of any such customer; or directly or indirectly in any way request, suggest or advise any
such customer or any suppliers, licensees, licensors, vendors, consultants, and independent contractors with which the
Employee had contact on behalf of the Company to withdraw or cancel any of their business or refuse to continue to do
business with the Company. This paragraph shall apply only where the customer is solicited to purchase a service or
product that competes with the services or products offered by the Company.
Cause, solicit, induce, or encourage any individual who was an employee of the Company at the time of, or
(iii)
within 6 months prior to, the Employees termination, to terminate or reject their employment with the Company or to seek
or accept employment with any other entity, including but not limited to a competitor, supplier, customer or client of the
Company, nor shall the Employee cooperate with any others in doing or attempting to do so. As used herein, the term
solicit, induce, or encourage includes, but is not limited to, (i) initiating communications with a Company employee
relating to possible employment, (ii) offering bonuses or other compensation to encourage a Company employee to
terminate his or her employment with the Company and accept employment with any entity, (iii) recommending a
Company employee to any entity, and (iv) aiding an entity in recruitment of a Company employee.
(c)
Reasonableness of Restrictions . The Employee acknowledges and agrees that, given the Companys operations, the
geographic restrictions to the above restrictions are reasonable to protect the Companys interests. The Employee acknowledges
and agrees that the length of the time periods applicable to the restrictive covenants set forth in this Section are appropriate and
reasonable, in view of the nature of the Companys business and Employees employment with the Company and knowledge of its
business. The Employee acknowledges and agrees that the Employee carefully considered the terms of this Agreement, including
the covenants set forth in this Section II, and acknowledges that if this Agreement is enforced according to its terms, the Employee
will be able to earn a reasonable living in commercial activities unrelated to the Company in locations satisfactory to the Employee.
The Employee also acknowledges that the restrictive covenants set forth in this Section II are a vital part of and intrinsic to the
ongoing operations of the Company, in light of the nature of the business and the Employees unique position, skills, and
knowledge with and of the Company. Notwithstanding the foregoing, if any provision or portion of this Section II or its subparts is
held to be unenforceable because of the scope, duration, territory, or terms thereof, the Employee agrees that the court making such
determination shall have the power to reduce the scope, duration, territory and/or terms of such provision, and to delete specific
words or phrases in such provision, so that the provision is enforceable by the court, and such provision as amended shall be
enforced by the court.
Direct or Indirect Violations . The Employee acknowledges and agrees that the Employee will be in violation of this
(d)
Section II if the Employee engages in any or all of the activities set forth in this Section II directly as an individual, or indirectly
for, through, or with assistance from, any other person or entity, whether as partner, joint venturer, employee, agent, salesperson,
employee, officer, manager and/or director of any person or entity, or as an
equity holder of any person or entity in which the Employee or the Employees spouse, child, or parent owns, directly or indirectly,
any of the outstanding equity interests.
(e)
Tolling of Covenants . The Employee acknowledges and agrees that that if it is judicially determined that the
Employee has violated any of the Employees obligations under Section II, then the period applicable to each obligation that the
Employee has been determined to have violated shall automatically toll from the date of the first breach, and all subsequent
Remedies . The Employee acknowledges and agrees that, in the event of a breach or threatened breach of the
(f)
Employees obligations under this Section II (including all subparts), irreparable injury would be caused to the Company, for which
the Company would have an inadequate remedy at law. The Employee therefore agrees that, in addition to and without limitation of
and permanent injunctive relief against the Employee in the event of such breach, or threatened breach, in addition to any other
Employee also agrees that the Company is entitled to its reasonable attorneys fees and costs incurred in enforcing the restrictive
covenants contained in this Agreement or successfully prosecuting or defending any action under this Agreement. Furthermore, no
bond need be posted in conjunction with the application for, or issuance of, an injunction (which requirement the Employee hereby
specifically and expressly waives).
III.
If the Employee violates any agreement between the Employee and the Company or its Affiliates with respect to noncompetition, non-solicitation, confidentiality, or protection of trade secrets (or similar provision regarding intellectual property),
including Section II of this Appendix A: the Company shall have the right, at its discretion, (i) to recoup any Common Stock issued
upon the vesting of the Restricted Shares in the 12 months preceding either (A) the date on which the Company first became aware
of such violation or (B) the date of the Employees termination of employment; and (ii) if the Employee has sold any portion of the
Common Stock issued upon the vesting of the Restricted Shares in the 12 months preceding either (A) the date on which the
Company first became aware of such violation or (B) the date of the Employee termination of employment, to require the
Employee to immediately remit a cash payment to the Company equal to the gross proceeds of such sale. The remedy provided by
this Section III shall be in addition to and not in lieu of any rights or remedies which the Company may have against the Employee
under any statute, regulation or Company policy, as in effect from time to time, relating to the forfeiture or recoupment of
compensation.
The Employee further agrees that by accepting the Award, the Employee authorizes the Company and its affiliates to
deduct any amount or amounts owed by the Employee pursuant to this Section III from any amounts payable by or on behalf of the
Company or any Affiliate to the Employee, including, without limitation, any amount payable to the Employee as salary, wages,
vacation pay, bonus or the settlement of the Restricted Shares or any stock-based award. This right of setoff shall not be an
exclusive remedy and the Companys or an affiliates election not to exercise this right of setoff with respect to any amount payable
to the Employee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Employee or any
other remedy.
APPENDIX B
GLOBAL RESTRICTED STOCK UNIT AGREEMENT
This Appendix B includes additional terms and conditions that govern the Restricted Shares granted to the Employee under the Plan
if he or she resides in one of the countries listed below at the time of grant. Certain capitalized terms used but not defined in this
Appendix B have the meanings set forth in the Plan and/or the Agreement.
NOTIFICATIONS
This Appendix B also includes information regarding exchange controls and certain other issues of which the Employee should be
aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect
in the respective countries as of February 2015. Such laws are often complex and change frequently. As a result, the Company
strongly recommends that the Employee not rely on the information in this Appendix B as the only source of information relating to
the consequences of his or her participation in the Plan because the information may be out of date at the time the Restricted Shares
vest or the Employee sells shares of Common Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Employees particular situation, and the
Company is not in a position to assure the Employee of a particular result. Accordingly, the Employee is advised to seek
appropriate professional advice as to how the relevant laws in his or her country may apply to the Employees situation.
***
Finally, if the Employee is a citizen or resident of a country other than the one in which he or she is currently working, transfers
employment after the Restricted Shares are granted or is considered a resident of another country for local law purposes, the
notifications contained herein may not be applicable to the Employee, and the Company shall, in its discretion, determine to what
extent the terms and conditions contained herein shall apply to the Employee.
CANADA
Form of Settlement . Restricted Shares granted to employees resident in Canada shall be paid in shares of Common Stock only.
Termination of Employment Before Vesting Date . This provision supplements Section 2 of the Agreement:
Unless otherwise determined by the Committee, the Employee shall not be considered actively employed during any notice period
or period of pay in lieu of such notice required under any applicable law, including Canadian provincial employment law (including
but not limited to statutory law, regulatory law and/or common law), or under any employment agreement. The Committee shall
have the exclusive discretion to determine when the Employee is no longer actively employed and the Termination Date for
purposes of this Agreement.
The following provisions apply for Employees employed in Quebec:
Data Privacy Notice and Consent . This provision supplements Section 13 of the Agreement:
The Employee hereby authorizes the Company and the Companys representatives to discuss with and obtain all relevant
information from all personnel, professional or not, involved in the administration and operation of the Plan. The Employee further
authorizes the Company and any subsidiary or affiliate and the administrator of the Plan to disclose and discuss the Plan with their
advisors. The Employee further authorizes the Company and any subsidiary or affiliate to record such information and to keep such
information in his or her employee file.
Consentement relatif la langue utilise . Les parties reconnaissent avoir exig la rdaction en anglais de cette convention, ainsi
que de tous documents, avis et procdures judiciaires, excuts, donns ou intents en vertu de, ou lis directement ou
NOTIFICATIONS
Securities Law Information. Upon issuance of the shares of Common Stock subject to the vested Restricted Shares, the Employee
is permitted to sell shares of Common Stock acquired under the Plan through the designated broker appointed under the Plan, if
any, provided that the sale of shares of Common Stock takes place outside of Canada through the facilities of a stock exchange on
which the shares are listed ( i.e. , the NASDAQ Global Select Market).
EXHIBIT 10.22
RETIREMENT AGREEMENT AND GENERAL RELEASE

William A. Vernon (Executive) has served as Director and Chief Executive Officer of Kraft Foods Group, Inc.
(Kraft) in Northfield, Illinois. Reference hereby is made to that certain letter, dated December 3, 2011 (the Letter
Agreement), clarifying the separation benefits to be received by Executive in the event of a termination of Executives
employment. Since the Executive is retiring by mutual agreement with Kraft, Kraft and Executive desire to enter into
this Retirement Agreement and General Release (the Agreement) to set forth the terms of Executives retirement,
separation benefits, and other matters related thereto. Therefore, the Executive and Kraft both agree and promise as
follows:
1.
Effective December 27, 2014 , Executive shall cease to serve as Chief Executive Officer and
shall continue to serve as an employee of Kraft with the title of Senior Advisor at his current base salary until
March 31, 2015 (Retirement Date), with such duties and responsibilities as mutually agreed between Executive
by the Chairman of Krafts Board of Directors. In addition, Executive agrees to serve as a director of Kraft until
Krafts 2015 Annual Meeting of Shareholders and that his service as a director shall terminate on the date of such
Annual Meeting. Executive and Kraft agree that the anticipated level of services that Executive will perform
prior to the Retirement Date shall be in excess of 20% of the average level of services that Executive performed
for Kraft during the three-year period prior to the Retirement Date.
2.
The Executive will receive no additional compensation for his service as a director in the period
between the date of this Agreement and the Retirement Date. The sole compensation that the Executive will
receive for his service as a director in the period between the Retirement Date and the date of Krafts 2015
Annual Meeting of Shareholders will be a pro-rated portion of the annual cash compensation provided to Krafts
non-employee directors.
3.
In accordance with the Letter Agreement and subject to (i) Paragraph 10 hereof, (ii) Executives
execution and non-revocation of this Agreement, (iii) Executives execution and non-revocation of a
commercially reasonable supplemental release agreement to be entered into within 30 days following the
Retirement Date, such supplemental release to be substantively consistent with Paragraph 11 hereto, and (iv)
Executives continued compliance with this Agreement, Executive shall receive the following Separation
Benefits:
a.
Twenty-four (24) months of base salary, paid in substantially equal installments in accordance
with the Companys normal payroll practices and schedule over the twenty-four (24) month
period following the Retirement Date (the Separation Benefits Period). Pursuant to Internal
Revenue Code (the Code) Section 409A, Executive will be a Key Employee; accordingly, the
first installment is required to be delayed six (6) months following the Retirement Date.
Therefore, Executives first installment (which shall include base salary for the period from April
1, 2015 through September 30, 2015) shall be paid on the first regularly scheduled payroll date
following September 30, 2015.
b.
During the Separation Benefits Period, Executive will be eligible to receive medical, dental, and
life insurance coverage pursuant to the terms of Krafts benefit plans. Executive will not be
eligible to make contributions to or receive contributions under the Kraft Thrift 401(k) Plan or to
receive Kraft short-term disability insurance coverage or business travel accident coverage after
the Retirement Date.
c.
The period during which Executive is being provided with health insurance under this Agreement
shall be credited against Executives period of continued coverage under the Companys group
medical and dental plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of
1986, as amended, if any. If the Executive is entitled to any benefit under the current terms and
conditions of any employee benefit plan or arrangement of the Company that is accrued and
vested on the Retirement Date and that is not expressly referred to in this Agreement, such benefit
shall be provided to the Executive in accordance with the terms and conditions of such employee
benefit plan or arrangement. As a Key Employee for purposes of Code Section 409A, the nongrandfathered portion of Executives Supplemental Thrift Plan benefits are required to be delayed
six months following the Retirement Date. Therefore, Executives Supplemental Thrift Plan
benefits shall be paid no earlier than September 30, 2015, with the specific date determined in
accordance with the terms of the Supplemental Thrift Plan.
d.
Executive shall receive a 2014 Management Incentive Plan (MIP) payment, payable based on
Executives individual 2014 target percentage and actual business results for the 2014
performance year. The MIP payment, less any required deductions, shall be paid in accordance
with Executives previously elected deferrals under the MIP and the cash portion of the MIP shall
be paid at the same time MIP payments are paid to other MIP participants, but in any event no
later than March 15, 2015.
e.
f.
The Executives restricted stock and restricted stock units in Kraft (

RSUs), including RSUs received as matching RSUs under the Management Stock Purchase
Plan, that remain unvested as of the Retirement Date shall vest on a prorated basis, based on the
number of full years of service completed (i.e., grants made over 2 years but less than 3 years
prior to the Retirement Date will vest two-thirds, grants made over 1 year but less than 2 years
prior to the Retirement Date will vest one-third) during the applicable restriction period and shall
be settled in accordance with the original vesting dates set forth in the underlying award
agreements. Any RSUs that do not vest in accordance with this Paragraph 3(e) shall be
immediately forfeited by Executive and cancelled by the Company as of the Retirement Date.
g.
The Executives stock options in Kraft (the Stock Options) that remain unvested as of the
Retirement Date shall continue to vest in accordance with the previously scheduled vesting dates
set forth in the underlying award agreements. Following the Retirement Date, the Executive may
exercise such Stock Options and outstanding stock options in Mondelz International, Inc. (the
Mondelez Options) until the original expiration dates of such stock options, as set forth in the
underlying award agreements and in accordance with the Employee Matters Agreement between
Mondelz International, Inc. and Kraft Foods Group, Inc., dated as of September 27, 2012. Stock
Options and Mondelez Options that are vested as of the Retirement Date may be exercised
following the Retirement Date until the original expiration dates of such Stock Options and
Mondelez Options, as set forth in the underlying award agreements.
h.
The Executives performance shares in Kraft (the Performance Shares) that remain unvested as
of the Retirement Date shall vest on a prorated basis, based on actual
performance through the end of the applicable performance cycle and the number of full years of
service completed during the applicable performance cycle (i.e., grants made over 2 years but less
than 3 years prior to the Retirement Date will vest two-thirds, grants made over 1 year but less
than 2 years prior to the Retirement Date will vest one-third). Any Performance Shares that vest in
accordance with this Paragraph 3(g) based on actual performance shall be settled in accordance
with the original award agreements (but in any event no later than the March 15 th immediately
following the end of the performance cycle). Any Performance Shares that do not vest in
accordance with this Paragraph 3(g) shall be immediately forfeited by Executive and cancelled by
the Company.
i.
Executive shall not be entitled to a MIP payment or any equity awards with respect to the 2015
performance year.
j.
Kraft will provide reasonable executive outplacement services to the Executive by a firm selected
by Executive and paid for by Kraft.
k.
Kraft will continue for two years to provide the Executive with a financial counseling allowance
consistent with the allowance that has been provided to the Executive in the period immediately
prior to the date of this Agreement.
l.
No later than March 15, 2015, the Company shall reimburse the Executive for his reasonable legal
costs incurred in connection with reviewing this Agreement up to a maximum of $20,000,
provided that such fees are properly documented and such documentation is submitted to
Kraft.
m.
n.
o.
Kraft acknowledges that neither the death nor disability of the Executive after the date hereof will
reduce or eliminate its obligations to Executive hereunder.
The Executive agrees that the Company may deduct all required tax withholdings in accordance
with the Companys administrative procedures as in effect from time to time.
4.
The Executive agrees to return all company property in his possession, including documents,
manuals, handbooks, notes, keys and any other articles he has used in the course of his employment, no later than
Retirement Date; provided, however, that Executive may retain only such company property relating to his
service as a director through the date of Krafts 2015 Annual Meeting of Shareholders.
5.
As consideration for Krafts payment to the Executive of the Separation Benefits set forth in
Paragraph 3, the Executive agrees that he will not engage in Prohibited Conduct from the date of this Agreement
through March 31, 2017 (the Restriction Termination Date). Prohibited Conduct will be: (1) working for or
providing services to, directly or indirectly (whether as an employee, consultant, officer, director, partner, joint
venturer, manager, member, principal, agent, or independent contractor, individually, in concert with others, or in
any other manner), any person or entity that competes with Kraft in the consumer packaged food and beverage
industry (or of an entity that has a controlling equity interest or management control of any such company)
(Competitive Business) anywhere within North America, without the written consent of the Chairman of the
Board of Directors of Kraft, such consent to be provided by Kraft in its sole and absolute discretion except that
such consent shall not unreasonably be withheld; or (2) soliciting, directly or indirectly, any
employee of Kraft to leave Kraft and to work for any other entity, whether as an employee, independent
contractor or in any other capacity.
Nothing contained in this Paragraph 5 shall preclude the Executive from accepting employment with a company
that provides consulting services whose existing clients include a Competitive Business prior to the Restriction
Termination Date, so long as, in addition to honoring all other obligations under this Agreement, the Executive does not
provide specific advice or services directly to a Competitive Business. It will not be a violation of this Agreement for the
Executive to have people reporting to him who have responsibility for a Competitive Business so long as the Executive
does not provide advice to said companies directly or in any way assist his direct reports, or anyone else, in performing
services for a Competitive Business prior to the Restriction Termination Date.
Should the Executive engage in Prohibited Conduct at any time through the Restriction Termination Date, he will
be obligated to pay back to Kraft all payments received pursuant to this Agreement, and Kraft will have no obligation to
pay the Executive any payments that may be remaining due under this Agreement. This will be in addition to any other
remedy that Kraft may have in respect of such Prohibited Conduct. Kraft and the Executive acknowledge and agree that
Kraft will or would suffer irreparable injury in the event of a breach or violation or threatened breach or violation of the
provisions set forth in Paragraphs 5, 6 and 7 and agree that in the event such provisions are violated or breached, Kraft
will be entitled to injunctive relief prohibiting any such violation or breach, and that such right to injunctive relief will be
in addition to any other remedy to which Kraft may be entitled.
6.
The Executive acknowledges that during the course of his employment with Kraft, he received
Confidential Information, with Confidential Information meaning information that was: (i) disclosed to or
known by the Executive as a consequence of or through his employment with Kraft; (ii) not publicly available
and/or not generally known outside of Kraft; and (iii) that relates to the business and development of Kraft.
Without in any way limiting the foregoing and by way of example, Confidential Information includes: all nonpublic information or trade secrets of Kraft or its affiliates that gives Kraft or its affiliates a competitive business
advantage, the opportunity of obtaining such advantage or disclosure of which might be detrimental to the
interests of Kraft or its affiliates; information regarding Krafts or its affiliates business operations, such as
financial and sales data (including budgets, forecasts and historical financial data), operational information, plans
and strategies; business and marketing strategies and plans for various products and services; information
regarding suppliers, consultants, employees, and contractors; technical information concerning products,
equipment, services, and processes; procurement procedures; pricing and pricing techniques; information
concerning past, current and prospective customers, investors and business affiliates; plans or strategies for
expansion or acquisitions; budgets; research; trading methodologies and terms; communications information;
evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques;
electronic databases; models; specifications; computer programs; contracts; bids or proposals; technologies and
methods; training methods and processes; organizational structure; personnel information; payments or rates paid
to consultants or other service providers; and Kraft files, physical or electronic documents, equipment, and
proprietary data or material in whatever form including all copies of all such materials. Confidential Information
does not include any of the Executives expertise, experience, and knowledge gained throughout his career that
falls outside of the three-pronged definition in the first sentence above. The Executive agrees that he will not
communicate or disclose any Confidential Information to any third party, or use it for his own account, without
the written consent of Kraft.
7.
Executive agrees not to knowingly make any public statement that would disparage Kraft and its
affiliates or persons who are officers and directors of Kraft and its affiliates as of the
date of this Agreement. Kraft agrees that neither Kraft nor any of the individuals who are members of the Kraft
Leadership Team or members of the Kraft Board of Directors as of the date hereof (the Kraft Covered Persons)
will knowingly make any public statement that would disparage Executive; provided however that statements by
Kraft and the Kraft Covered Persons that are made in the ordinary course of communications for a public
company, including but not limited to statements made to the SEC, investors and potential investors, bankers,
financial analysts and the press shall not be deemed to violate this covenant. Notwithstanding the foregoing,
nothing in this Paragraph 7 will prevent any person from (a) responding publicly to incorrect, disparaging or
derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (b)
making any truthful statement to the extent (i) necessary with respect to any litigation, arbitration or mediation
involving this Agreement, including, but not limited to, the enforcement of this Agreement or (ii) required by law
or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with
apparent jurisdiction to order such person to disclose or make accessible such information. Each of the parties
agrees to notify the other of any statement that is required to be made as provided in clause (b)(ii) of the
preceding sentence. Such notice will be given as much in advance of the making of such statement as is
reasonably possible.
8.
The Executive agrees to fully cooperate with Kraft and its affiliated and parent companies in
litigation or potential litigation arising out of any matter in which he was involved during his employment and to
make himself reasonably available as required by Kraft or its affiliated and parent companies or their counsel,
subject to the Executives other commitments. Kraft will reimburse the Executive for reasonable and appropriate
business expenses incurred by the Executive in connection with such cooperation, including a reasonable hourly
rate for his services.
9.
In the event either the Executive or Kraft contests the interpretation or application of any of the
terms of this Agreement or any asserted breach of this Agreement, the complaining party shall notify the other in
writing of the provision that is being contested. If the parties cannot satisfactorily resolve the dispute within thirty
(30) days, the matter will be submitted to arbitration. An arbitrator will be chosen pursuant to the American
Arbitration Associations (AAA) Employment Arbitration Rules and Mediation Procedures from a panel
submitted by the AAA and the hearing shall be held in Chicago, Illinois. The arbitrators fees, expenses, and
filing fees shall be borne equally by the Executive and Kraft. The arbitrator shall issue a written award which
shall be final and binding upon the parties.
10.
It is the intention of the Executive and Kraft that this Agreement and the benefits paid pursuant
to its terms be compliant with the provisions of Code Section 409A to the extent that the payments and benefits
due under this Agreement are subject to Code Section 409A, and the terms of this Agreement shall be interpreted
to comply with Code Section 409A. In the event that any compensation or benefits provided for by this
Agreement or any related plans may result in penalties or accelerated recognition of taxable income under Code
Section 409A, Kraft will, in agreement with the Executive, modify the Agreement or such plans in the least
restrictive manner necessary in order, where applicable, (i) to exclude such compensation from the definition of
deferred compensation within the meaning of Code Section 409A, or (ii) to comply with the provisions of
Code Section 409A, other applicable provision(s) of the Code, and/or any rules, regulations or other regulatory
guidance issued under such statutory provisions and to make such modifications, in each case, without any
diminution in the value of the payments to be paid or benefits to be provided to the Executive pursuant to
Paragraph 3 of this Agreement or plans to which this Agreement refers. Notwithstanding any other provision in
this Agreement, to the extent any payments hereunder constitute nonqualified deferred compensation, within the
meaning of Section 409A, then (A) each such payment which is
conditioned upon Executives execution of this Agreement and which is to be paid or provided during a
designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in
the later of the two taxable years and (B) each such payment that is payable upon the Executives separation from
service and would have been paid prior to the six-month anniversary of Executives separation from service,
shall be delayed until the earlier to occur of (i) the six-month anniversary of the Executives separation from
service or (ii) the date of Executives death.
11.
The Executive is aware of his legal rights concerning his employment with and retirement from
Kraft. The Executive represents that he has not filed any complaints of any kind whatsoever with any local, state,
federal, or governmental agency or court against Kraft based upon, or in any way related to, his employment with
or retirement from Kraft. The Executive further represents that he understands that the amounts paid under this
Agreement constitute a full and complete satisfaction of any claims, asserted or unasserted, known or unknown,
that he has or may have against Kraft or an affiliate. Accordingly, in exchange for the amounts paid under this
Agreement, the Executive individually and on behalf of his spouse, heirs, successors, legal representatives and
assigns hereby agrees not to sue or instigate any grievance, charge, action, or suit at law or in equity and
unconditionally releases, dismisses, and forever discharges Kraft, including its predecessors, successors, parents,
subsidiaries, affiliated corporations, limited liability companies and partnerships, and all of their employee
benefit plans, officers, directors, fiduciaries, employees, assigns, representatives, agents, and counsel
(collectively the Released Parties) from any and all claims, demands, liabilities, obligations, agreements,
damages, debts, and causes of action arising out of, or in any way connected with, the Executives employment
with or retirement from Kraft or any of the Released Parties. This waiver and release includes, but is not limited
to, all claims and causes of action arising under or related to Title VII of the Civil Rights Act of 1964, as
amended; the Civil Rights Act of 1991; the Civil Rights Act of 1866; the Age Discrimination in Employment Act
of 1967, as amended; the Americans with Disabilities Act; the Employee Retirement Income Security Act of
1974, as amended; the Sarbanes-Oxley Act of 2002; the Older Workers Benefit Protection Act of 1990; the
Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; all state and federal
statutes and regulations; any other federal, state or local law; the Letter Agreement, all oral or written contract
rights, including any rights under any Kraft incentive plan, program, or labor agreement; and all claims arising
under common law including breach of contract, tort, or for personal injury of any sort, or any other legal theory,
whether legal or equitable; provided, however, nothing herein will release Kraft from any claims or damages
based on (i) any right Executive may have to enforce this Agreement, (ii) any right or claim that arises after the
date of this Agreement, (iii) Executives eligibility for indemnification in accordance with applicable laws or the
certificate of incorporation and by-laws of Kraft or its affiliates, or any applicable insurance policy, with respect
to any liability Executive incurs or incurred as an employee or officer of Kraft or its affiliates or (iv) any right
Executive may have to obtain contribution as permitted by law in the event of entry of judgment against
Executive as a result of any act or failure to act for which Executive and Kraft are jointly liable. In consideration
for the above release, Kraft, on behalf of itself and its affiliated companies, and their officers, directors, agents
and employees, hereby waives, and generally releases Executive and his heirs and representatives from, and
agrees not to sue him, for any claims or causes of action existing on the date of this Agreement based on facts
known as of the date of this Agreement to any executive officer of Kraft arising out of his employment
relationship with Kraft or his retirement from Kraft.
12.
By signing below, the Executive acknowledges that he has thoroughly read this Agreement and
that he has full understanding and knowledge of its terms and conditions. He also acknowledges that he has been
advised to consult an attorney prior to executing this Agreement and
that he has up to 21 days to review this Agreement before signing it. The Executive understands that he may
revoke this Agreement within 7 days after he signs it, in which case this Agreement will not go into effect and
the Executive will not receive the payments or benefits that are being provided by this Agreement. The Executive
also understands that if he does not revoke this Agreement within 7 days after he signs it, this Agreement shall
become effective as of such date and will be complete, final and binding on the Executive and Kraft.
13.
If any part of this Agreement is held to be invalid or unenforceable, the remaining parts will
remain fully enforceable. This Agreement will be governed by the laws of Illinois.
/s/ William A. Vernon

William A. Vernon
ACCEPTED FOR KRAFT FOODS GROUP, INC.

By: /s/ Diane Johnson May
Diane Johnson May
Title: Executive Vice President, Human Resources

Date:
12/17/2014
Date:
12/18/2014
EXHIBIT 21.1
List of Subsidiaries as of February 19, 2015
Company Name
Battery Properties, Inc.
Boca Foods Company
Capri Sun, Inc.
Churny Company, Inc.
Claussen Pickle Co.
Garland BBQ Company
KFG Management Services LLC
KFG Netherlands Holdings C.V.
Kraft Canada Inc.
Kraft Food Ingredients Corp.
Kraft Foods Group Brands LLC
Kraft Foods Group Exports LLC
Kraft Foods Group Foundation
Kraft Foods Group Holdings LLC
Kraft Foods Group International Holdings LLC
Kraft Foods Group Netherlands Holdings B.V.
Kraft Foods Group Puerto Rico LLC
Kraft New Services, Inc.
Natures Delicious Foods Group LLC
Perdue Trademark Subsidiary, Inc.
Phenix Management Corporation
Pollio Italian Cheese Company
Seven Seas Foods, Inc.
The Heritage Cemetery Association
The Yuban Coffee Company
Vict. Th. Engwall LLC
Jurisdiction of Incorporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Netherlands
Canada
Delaware
Delaware
Delaware
Illinois
Delaware
Delaware
Netherlands
Puerto Rico
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Illinois
Delaware
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. 333-191647) and S-8 (Nos.
333-184873, 333-184872, 333-184180, 333-183868, 333-183867, and 333-183866) of Kraft Foods Group, Inc. of our report dated
February 19, 2015 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 10K.
/s/ P RICEWATERHOUSE C OOPERS LLP

Chicago, Illinois
February 19, 2015
EXHIBIT 31.1
Certifications
I, John T. Cahill, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Kraft Foods Group, Inc.;
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 periods 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 registrants other certifying officer(s) 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 control over financial reporting, or caused such internal control 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 registrants 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 registrants internal control over financial reporting that occurred during
the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial
reporting; and
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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
registrants internal control over financial reporting.

/s/ John T. Cahill
John T. Cahill
EXHIBIT 31.2
Certifications
I, Teri List-Stoll, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Kraft Foods Group, Inc.;
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 periods 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 registrants other certifying officer(s) 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 control over financial reporting, or caused such internal control 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 registrants 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 registrants internal control over financial reporting that occurred during
the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial
reporting; and
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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
registrants internal control over financial reporting.

/s/ Teri List-Stoll
Teri List-Stoll
EXHIBIT 32.1
CERTIFICATIONS OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, John T. Cahill, Chairman and Chief Executive Officer of Kraft Foods Group, Inc. (Kraft), certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that Krafts Annual Report on Form 10-K for
the period ended December 27, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 and that the information contained in Krafts Annual Report on Form 10-K fairly presents, in all material respects, Krafts
financial condition and results of operations.
/s/ John T. Cahill
John T. Cahill
February 19, 2015
I, Teri List-Stoll, Executive Vice President and Chief Financial Officer of Kraft Foods Group, Inc. (Kraft), certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that Krafts Annual Report on Form
10-K for the period ended December 27, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in Krafts Annual Report on Form 10-K fairly presents, in all material
respects, Krafts financial condition and results of operations.
/s/ Teri List-Stoll
Teri List-Stoll
February 19, 2015
A signed original of these written statements 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 Kraft Foods Group, Inc. and will be retained by Kraft Foods Group, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Kraft Foods Group, Inc.

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

Three Lakes Drive, Northfield, Illinois

(Address of principal executive offices)

Registrants telephone number, including area code: (847) 646-2000

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

Smaller reporting company

(Do not check if smaller reporting company)

Kraft Foods Group, Inc

Consolidated Results of Operations

Results of Operations by Reportable Segment

Critical Accounting Policies

New Accounting Pronouncements

Liquidity and Capital Resources

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Equity and Dividends

Non-GAAP Financial Measures

Quantitative and Qualitative Disclosures about Market Risk

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Part III Item 10.

Directors, Executive Officers and Corporate Governance

Exhibits and Financial Statement Schedules

Part IV Item 15.

Valuation and Qualifying Accounts

Meals & Desserts

Enhancers & Snack Nuts

Net Revenues by Product Category

Cheese and dairy

December 28, 2013

December 29, 2012

Chairman and Chief Executive Officer

products and brands.

September 17, 2012

Total Number of Shares

Dollar Value of Shares

Item 6. Selected Financial Data.

(in millions of dollars, except per share data)

Excludes current portion of long-term debt.

Consolidated Results of Operations

(in millions, except per share data)

For the Years Ended

Organic Net Revenues

Operating Income for the Years Ended

Higher / (lower) net pricing

(Higher) / lower product costs

Change in unrealized gains / losses on hedging activities

Net Earnings and Diluted Earnings per Share

For the Years Ended

For the Years Ended

For the Years Ended

For the Years Ended

For the Years Ended

Enhancers & Snack Nuts

For the Years Ended

For the Years Ended

For the Years Ended

Effect on annual service and interest cost

Effect of change in discount rate on pension costs