Bond Kraft Heinz 2.8% ( US50077LAH96 ) in USD

Kraft Heinz

100 % ▲

United States

US50077LAH96 ( in USD )

2.8% per year ( payment 2 times a year)

02/07/2020 - Bond has expired

Prospectus brochure of the bond Kraft Heinz Foods US50077LAH96 in USD 2.8%, expired

2 000 USD

1 497 354 000 USD

50077LAH9

N/A

Kraft Heinz Company is a multinational food and beverage conglomerate producing a wide range of processed food products under various well-known brands including Kraft, Heinz, Oscar Mayer, Philadelphia, and Planters.

The Bond issued by Kraft Heinz ( United States ) , in USD, with the ISIN code US50077LAH96, pays a coupon of 2.8% per year.
The coupons are paid 2 times per year and the Bond maturity is 02/07/2020

424B3
424B3 1 d218766d424b3.htm 424B3
Table of Contents

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-212423
PROSPECTUS
$15,000,000,000

Kraft Heinz Foods Company
Exchange Offer:
New 1.60% Senior Notes due 2017 for 1.60% Senior Notes due 2017
New 2.00% Senior Notes due 2018 for 2.00% Senior Notes due 2018
New 2.80% Senior Notes due 2020 for 2.80% Senior Notes due 2020
New 3.50% Senior Notes due 2022 for 3.50% Senior Notes due 2022
New 3.95% Senior Notes due 2025 for 3.95% Senior Notes due 2025
New 5.00% Senior Notes due 2035 for 5.00% Senior Notes due 2035
New 5.20% Senior Notes due 2045 for 5.20% Senior Notes due 2045
New 3.000% Senior Notes due 2026 for 3.000% Senior Notes due 2026
New 4.375% Senior Notes due 2046 for 4.375% Senior Notes due 2046
The exchange offer will expire at 5:00 P.M., New York City time,
on August 16, 2016, unless extended.

The Exchange Notes
We are offering to exchange:

·

New $1,000,000,000 aggregate principal amount of 1.60% senior notes due 2017 (the "New 2017 Notes") that have been registered under the Securities Act

of 1933 (the "Securities Act") for outstanding unregistered $1,000,000,000 aggregate principal amount of 1.60% senior notes due 2017 (the "Outstanding
2017 Notes").

·

New $1,500,000,000 aggregate principal amount of 2.00% senior notes due 2018 (the "New 2018 Notes") that have been registered under the Securities Act

for outstanding unregistered $1,500,000,000 aggregate principal amount of 2.00% senior notes due 2018 (the "Outstanding 2018 Notes").

·

New $1,500,000,000 aggregate principal amount of 2.80% senior notes due 2020 (the "New 2020 Notes") that have been registered under the Securities Act

for outstanding unregistered $1,500,000,000 aggregate principal amount of 2.80% senior notes due 2020 (the "Outstanding 2020 Notes").

·

New $1,000,000,000 aggregate principal amount of 3.50% senior notes due 2022 (the "New 2022 Notes") that have been registered under the Securities Act

for outstanding unregistered $1,000,000,000 aggregate principal amount of 3.50% senior notes due 2022 (the "Outstanding 2022 Notes")

·

New $2,000,000,000 aggregate principal amount of 3.95% senior notes due 2025 (the "New 2025 Notes") that have been registered under the Securities Act

for outstanding unregistered $2,000,000,000 aggregate principal amount of 3.95% senior notes due 2025 (the "Outstanding 2025 Notes").

·

New $1,000,000,000 aggregate principal amount of 5.00% senior notes due 2035 (the "New 2035 Notes") that have been registered under the Securities Act

for outstanding unregistered $1,000,000,000 aggregate principal amount of 5.00% senior notes due 2035 (the "Outstanding 2035 Notes").

·

New $2,000,000,000 aggregate principal amount of 5.20% senior notes due 2045 (the "New 2045 Notes" and, together with the New 2017 Notes, the New
2018 Notes, the New 2020 Notes, the New 2022 Notes, the New 2025 Notes and the New 2035 Notes, the "New July 2015 Notes") that have been registered

under the Securities Act for outstanding unregistered $2,000,000,000 aggregate principal amount of 5.20% senior notes due 2045 (the "Outstanding 2045
Notes" and, together with the Outstanding 2017 Notes, the Outstanding 2018 Notes, the Outstanding 2020 Notes, the Outstanding 2022 Notes, the
Outstanding 2025 Notes and the Outstanding 2035 Notes, the "Outstanding July 2015 Notes").

·

New $2,000,000,000 aggregate principal amount of 3.000% senior notes due 2026 (the "New 2026 Notes") that have been registered under the Securities Act

for outstanding unregistered $2,000,000,000 aggregate principal amount of 3.000% senior notes due 2026 (the "Outstanding 2026 Notes").

·

New $3,000,000,000 aggregate principal amount of 4.375% senior notes due 2046 (the "New 2046 Notes" and, together with the New 2026 Notes, the "New
May 2016 Notes" and, together with the New July 2015 Notes and the New 2026 Notes, the "Exchange Notes") that have been registered under the

Securities Act for outstanding unregistered $3,000,000,000 aggregate principal amount of 4.375% senior notes due 2046 (the "Outstanding 2046 Notes" and,
together with the Outstanding 2026 Notes, the "Outstanding May 2016 Notes" and, together with the Outstanding July 2015 Notes and the Outstanding 2026
Notes, the "Outstanding Notes").

·

The terms of the Exchange Notes offered in the exchange offer are substantially identical to the terms of the Outstanding Notes, except that the Exchange

Notes will be registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the
Outstanding Notes do not apply to the Exchange Notes.
Material Terms of the Exchange Offer

·

The exchange offer expires at 5:00 p.m., New York City time, on August 16, 2016, unless extended.

·

Upon expiration of the exchange offer, all Outstanding Notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of

Exchange Notes.

·

You may withdraw tendered Outstanding Notes at any time prior to the expiration or termination of the exchange offer.

·

The exchange offer is not subject to any minimum tender condition, but is subject to customary conditions.

·

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it
https://www.sec.gov/Archives/edgar/data/46640/000119312516651207/d218766d424b3.htm[7/20/2016 12:47:20 PM]

424B3
is an "underwriter" within the meaning of the Securities Act. A broker dealer who acquired Outstanding Notes as a result of market making or other trading

activities may use this prospectus, as supplemented or amended from time to time, in connection with any resales of the Exchange Notes. We have agreed
that, for a period of up to 180 days after the closing of the exchange offer, we will make this prospectus available for use in connection with any such resale.
See "Plan of Distribution."

·

There is no existing public market for the Outstanding Notes or the Exchange Notes. We do not to list the Exchange Notes on any securities exchange or

quotation system.

Investing in the Exchange Notes involves risks. See "Risk Factors" beginning on page 10.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated July 19, 2016.
Table of Contents
TABLE OF CONTENTS

Prospectus Summary
1
Ratios of Earnings to Fixed Charges
9
Risk Factors
10
Use of Proceeds
15
Exchange Offer
16
Description of The Exchange Notes
26
Certain United States Federal Income Tax Considerations
43
Plan of Distribution
44
Legal Matters
45
Experts
46
We have not authorized anyone to provide you with any additional information or any information that is different from that
contained in this prospectus or incorporated by reference, any accompanying prospectus supplement or any free writing prospectus
provided in connection with an offering. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities
other than those specifically offered hereby or an offer to sell any securities offered hereby in any jurisdiction where, or to any person
whom, it is unlawful to make such offer or solicitation. We take no responsibility for, and can provide no assurance as to the reliability of,
any other information that others may give you. You should not assume that the information contained in this prospectus is accurate as of
any date other than the date hereof, unless we otherwise note in this prospectus or any accompanying prospectus supplement.
The exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of Outstanding Notes in any jurisdiction
in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
We have filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form S-4 with respect to the
Exchange Notes. This prospectus, which forms part of the registration statement, does not contain all the information included in the registration
statement, including its exhibits and schedules. For further information about us and the notes described in this prospectus, you should refer to the
registration statement and its exhibits and schedules. Statements we make in this prospectus about certain contracts or other documents are not
necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the
registration statement, because those statements are qualified in all respects by reference to those exhibits. The registration statement, including the
exhibits and schedules, is available at the SEC's website at www.sec.gov.
You may also obtain this information without charge by writing or telephoning us at the following address and telephone number:
The Kraft Heinz Company
One PPG Place
Pittsburgh, Pennsylvania 15222
Attention: Office of the Corporate Secretary
(412) 456-5700
In order to ensure timely delivery, you must request the information no later than five business days before the expiration of the
relevant exchange offer.

i
https://www.sec.gov/Archives/edgar/data/46640/000119312516651207/d218766d424b3.htm[7/20/2016 12:47:20 PM]

424B3
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
The Kraft Heinz Foods Company is not currently subject to the periodic reporting and other informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"). The Kraft Heinz Company, the indirect parent company of the Kraft Heinz Foods Company and a
guarantor of the Exchange Notes and the Outstanding Notes, is currently subject to the periodic and current reporting and other informational
requirements of the Exchange Act, and The Kraft Heinz Company files annual reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K and other information with the SEC. Following the exchange offer, Kraft Heinz will continue to file periodic reports and
other information with the SEC. The registration statement of which this prospectus forms a part, such reports and other information can be
inspected and copied at the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of such
materials, including copies of all or any portion of the registration statement of which this prospectus forms a part, can be obtained from the Public
Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public
Reference Room. Such materials may also be accessed electronically by means of the SEC's home page on the Internet (http://www.sec.gov). The
SEC filings of The Kraft Heinz Company are also available free of charge at its Internet website (http://www.kraftheinzcompany.com). The
foregoing Internet website is an inactive textual reference only, meaning that the information contained on the website is not a part of this
prospectus and is not incorporated in this prospectus by reference.
INCORPORATION OF CERTAIN DOCUMENTS
The SEC allows us to "incorporate by reference" certain information that The Kraft Heinz Company files with the SEC into this prospectus,
which means that we can disclose important information to you by referring to those documents. Information that we file later with the SEC will
automatically update and in some cases supersede this information. Specifically, we incorporate by reference the following documents or
information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance
with SEC rules, including documents that are either (1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K
promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein that
such items are intended to be "filed" under the Exchange Act):

· The Kraft Heinz Company's Annual Report on Form 10-K for the fiscal year ended January 3, 2016 filed with the SEC on March 3,

2016 (including the portions of our Definitive Proxy Statement on Schedule 14A incorporated by reference therein);

· The Kraft Heinz Company's Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2016 filed with the SEC on May 5,

2016;

· The Kraft Heinz Company's Current Reports on Form 8-K filed with the SEC on August 10, 2015 relating to the update of certain
financial information included in the Annual Report on Form 10-K for the year ended December 27, 2014 (only Exhibit 99.1) of Kraft

Foods Group, Inc. ("Kraft"), August 10, 2015 relating to the interim unaudited condensed consolidated financial information for the
three and six months ended June 27, 2015 for Kraft (only Exhibit 99.1), February 12, 2016, April 26, 2016, May 6, 2016, May 25,
2016, June 7, 2016 and July 7, 2016; and

· Future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and
prior to the date of the termination of the offering of securities made under this prospectus; provided, however, that we are not
incorporated by reference any documents or information, including parts of documents that we file with the SEC, that are deemed to be

furnished and not filed with the SEC. Unless specifically stated to the contrary, none of the information we disclose under Items 2.02 or
7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by reference into, or
otherwise included in, this prospectus.

ii
Table of Contents
We will provide, without charge, to each person to whom a copy of this prospectus has been delivered, including any beneficial owner, a
copy of any and all of the documents referred to herein that are summarized and incorporated by reference in this prospectus, if such person makes
a written or oral request directed to:
The Kraft Heinz Company
One PPG Place
Pittsburgh, Pennsylvania 15222
https://www.sec.gov/Archives/edgar/data/46640/000119312516651207/d218766d424b3.htm[7/20/2016 12:47:20 PM]

424B3
Attention: Office of the Corporate Secretary
(412) 456-5700
In order to ensure timely delivery, you must request the information no later than five business days prior to the expiration of the
relevant exchange offer.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including documents incorporated herein by reference, contains a number of "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act concerning taxes, integration, dividends and plans. Words such
as "expect," "improve," "reassess," "remain," "will," and variations of such words and similar expressions are intended to identify forward-looking
statements. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-
looking statements are based on management's current plan and involve inherent risks, uncertainties and assumptions that could cause actual
outcomes to differ materially from current goals, plans and projections. We have included important factors in the cautionary statements included
in our Annual Report on Form 10-K for the fiscal year ended January 3, 2016 under "Item 1A. Risk Factors" that we believe could cause actual
results to differ materially from any forward-looking statement. Important factors that affect our business and operations and that may cause actual
results to differ materially from those in the forward-looking statements 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; the consolidation of retail
customers; 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 the carrying value 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 inability to
realize the anticipated benefits from our cost savings initiatives; changes in relationships with significant customers and suppliers; execution of our
international expansion strategy; changes in laws and regulations; legal claims or other regulatory enforcement actions; product recalls or product
liability claims; unanticipated business disruptions; failure to successfully integrate The Kraft Heinz Company; our ability to complete or realize
the benefits from potential and completed acquisitions, alliances, divestitures or joint ventures; economic and political conditions in the nations in
which we operate; the volatility of capital markets; increased pension, labor and people-related expenses; volatility in the market value of all or a
portion of the derivatives we use; exchange rate fluctuations; disruptions in information technology networks and systems; our inability to protect
intellectual property rights; impacts of natural events in the locations in which we or our customers, suppliers or regulators operate; our
indebtedness and ability to pay such indebtedness; tax law changes or interpretations; and other factors. All forward-looking statements are further
qualified by and should be read in conjunction with the risks and uncertainties described or referred to under the heading "Risk Factors" of this
prospectus.
Although we believe that we have been prudent in our plans and the underlying assumptions, no assurance can be given that any goal or plan
set forth in forward-looking statements can or will be achieved, and readers are cautioned not to place undue reliance on such statements which
speak only as of the date they were made. Except to the extent of our obligations under the federal securities laws, we undertake no obligation to
update any of the forward-looking information included in this prospectus or any document we incorporate by reference in this prospectus, whether
as a result of new information, future events, changes in expectations or otherwise.

iii
Table of Contents
PROSPECTUS SUMMARY
This summary highlights selected information from this prospectus or incorporated by reference and is therefore qualified in its entirety
by the more detailed information appearing elsewhere, or incorporated by reference, in this prospectus. It may not contain all the information
that is important to you. We urge you to read carefully this entire prospectus and the other documents to which it refers to understand fully
the terms of the Exchange Notes.
In this prospectus, except as otherwise indicated or unless the context otherwise requires, (i) the "Issuer" refers to Kraft Heinz Foods
Company and not to any of its subsidiaries, (ii) the "Guarantor" refers to The Kraft Heinz Company and not to any of its subsidiaries and
(iii) "we," "us," "our," "Kraft Heinz" and the "Company" each refer to The Kraft Heinz Company and its subsidiaries. Kraft Heinz Foods
Company is a Pennsylvania corporation and the issuer of the securities offered hereby.
Company Overview
Kraft Heinz is one of the largest food and beverage companies in the world, with sales in more than 190 countries and territories. We
https://www.sec.gov/Archives/edgar/data/46640/000119312516651207/d218766d424b3.htm[7/20/2016 12:47:20 PM]

424B3
manufacture and market food and beverage products, including condiments and sauces, cheese and dairy, meals, meats, refreshment beverages,
coffee, and other grocery products, throughout the world, under a host of iconic brands including Heinz, Kraft, Oscar Mayer, Planters,
Philadelphia, Velveeta, Lunchables, Maxwell House, Capri Sun, and Ore-Ida. A globally recognized producer of delicious foods, we provide
products for all occasions whether at home, in restaurants or on the go. As of April 3, 2016, we had assets of $123.3 billion and for the three
months ended April 3, 2016, we generated $6.6 billion in consolidated net sales. Our common stock is listed on The NASDAQ Global Select
Market ("NASDAQ") under the ticker symbol "KHC."
Our principal executive offices are located at One PPG Place, Pittsburgh, Pennsylvania 15222 and our main telephone number at that
address is (412) 456-5700.
Risk Factors
You should consider carefully all of the information set forth or incorporated by reference in this prospectus. These factors are set forth
in detail under the heading "Risk Factors" in this prospectus and under the caption "Risk Factors" in our Annual Report on Form 10-K for the
fiscal year ended January 3, 2016. We encourage you to review these risk factors carefully. Furthermore, this prospectus contains forward-
looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these
forward-looking statements as a result of many factors, including but not limited to those under the headings "Risk Factors" and "Special Note
Regarding Forward-Looking Statements."

1
Table of Contents
Exchange Offer
A brief description of the material terms of the exchange offer follows. We are offering to exchange the Exchange Notes for the
Outstanding Notes. The terms of the Exchange Notes offered in the exchange offer are substantially identical to the terms of the Outstanding
Notes, except that the Exchange Notes will be registered under the Securities Act and certain transfer restrictions, registration rights and
additional interest provisions relating to the Outstanding Notes do not apply to the Exchange Notes. For a more complete description, see
"Exchange Offer."

Background
On July 2, 2015, we completed a private placement of $10,000,000,000 aggregate
principal amount of the Outstanding July 2015 Notes. In connection with this private
placement, the Issuer and Kraft Heinz entered into a registration rights agreement (the
"2015 Registration Rights Agreement") with the initial purchasers of the Outstanding
July 2015 Notes in which we agreed, among other things, to complete an exchange offer
with respect to the Outstanding July 2015 Notes.

On May 24, 2016, we completed a private placement of $5,000,000,000 aggregate
principal amount of the Outstanding May 2016 Notes. In connection with this private
placement, the Issuer and Kraft Heinz entered into a registration rights agreement (the

"2016 Registration Rights Agreement" and, together with the 2015 Registration Rights
Agreement, the "Registration Rights Agreements") with the initial purchasers of the
Outstanding May 2016 Notes in which we agreed, among other things, to complete the
exchange offer with respect to the Outstanding May 2016 Notes.

Exchange Notes offered
$1,000,000,000 aggregate principal amount of 1.60% senior notes due 2017;

$1,500,000,000 aggregate principal amount of 2.00% senior notes due 2018;

$1,500,000,000 aggregate principal amount of 2.80% senior notes due 2020;

$1,000,000,000 aggregate principal amount of 3.50% senior notes due 2022;

https://www.sec.gov/Archives/edgar/data/46640/000119312516651207/d218766d424b3.htm[7/20/2016 12:47:20 PM]

424B3

$2,000,000,000 aggregate principal amount of 3.95% senior notes due 2025;

$1,000,000,000 aggregate principal amount of 5.00% senior notes due 2035;

$2,000,000,000 aggregate principal amount of 5.20% senior notes due 2045;

$2,000,000,000 aggregate principal amount of 3.000% senior notes due 2026; and

2
Table of Contents

$3,000,000,000 aggregate principal amount of 4.375% senior notes due 2046.

Exchange offer
We are offering to exchange the Outstanding Notes for a like principal amount of the
Exchange Notes. Outstanding Notes may be exchanged only in minimum
denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The
exchange offer is being made pursuant to the Registration Rights Agreements which
grant the initial purchasers and any subsequent holders of the Outstanding Notes certain
exchange and registration rights. This exchange offer is intended to satisfy those
exchange and registration rights with respect to the Outstanding Notes. After the
exchange offer is complete, you will no longer be entitled to any exchange or
registration rights with respect to your Outstanding Notes.

Expiration date; withdrawal of tender
The exchange offer will expire 5:00 p.m., New York City time, on August 16, 2016, or
a later time if we choose to extend this exchange offer in our sole and absolute
discretion. You may withdraw your tender of Outstanding Notes at any time prior to the
expiration date. All Outstanding Notes that are validly tendered and not validly
withdrawn will be exchanged. Any Outstanding Notes not accepted by us for exchange
for any reason will be returned to you at our expense as promptly as possible after the
expiration or termination of the exchange offer.

Resales
We believe that you can offer for resale, resell and otherwise transfer the Exchange
Notes without complying with the registration and prospectus delivery requirements of
the Securities Act so long as:

· you acquire the Exchange Notes in the ordinary course of business;

· you are not participating, do not intend to participate, and have no arrangement or

understanding with any person to participate, in the distribution of the Exchange
Notes;

· you are not an affiliate of ours; and

· you are not a broker-dealer.

Conditions to the exchange offer
Our obligation to accept for exchange, or to issue the Exchange Notes in exchange for,
any Outstanding Notes is subject to certain customary conditions, including our
determination that the exchange offer does not violate any law, statute, rule, regulation
or interpretation by the Staff of the SEC or any regulatory authority or other foreign,
federal, state or local government agency or court of competent jurisdiction, some of
which may be waived by us. We currently expect that each of the conditions will be
satisfied and that no waivers will be necessary. See "Exchange Offer--Conditions to the
exchange offer."

https://www.sec.gov/Archives/edgar/data/46640/000119312516651207/d218766d424b3.htm[7/20/2016 12:47:20 PM]

424B3

3
Table of Contents
Procedures for tendering Outstanding Notes held in
The Outstanding Notes were issued as global securities and were deposited upon
the form of book-entry interests
issuance with Deutsche Bank Trust Company Americas (as successor to Wells Fargo
Bank, National Association), which issued uncertificated depositary interests in those
Outstanding Notes, which represent a 100% interest in those Outstanding Notes, to The
Depository Trust Company ("DTC").

Beneficial interests in the Outstanding Notes, which are held by direct or indirect

participants in DTC, are shown on, and transfers of the Outstanding Notes can only be
made through, records maintained in book-entry form by DTC.

You may tender your Outstanding Notes by instructing your broker or bank where you
keep the Outstanding Notes to tender them for you. In some cases, you may be asked to
submit the letter of transmittal that may accompany this prospectus. By tendering your

Outstanding Notes you will be deemed to have acknowledged and agreed to be bound
by the terms set forth under "Exchange Offer." Your Outstanding Notes must be
tendered in minimum denominations of $2,000 and in multiples of $1,000 in excess
thereof.

In order for your tender to be considered valid, the exchange agent must receive a
confirmation of book-entry transfer of your Outstanding Notes into the exchange agent's

account at DTC, under the procedure described in this prospectus under the heading
"Exchange Offer," on or before 5:00 p.m., New York City time, on the expiration date
of the exchange offer.

United States federal income tax considerations
The exchange offer will not result in any income, gain or loss to the holders of
Outstanding Notes or to us for United States federal income tax purposes. See "Certain
United States Federal Income Tax Considerations."

Use of proceeds
We will not receive any proceeds from the issuance of the Exchange Notes in the
exchange offer.

Exchange agent
Deutsche Bank Trust Company Americas is serving as the exchange agent for the
exchange offer.

Consequences of not exchanging Outstanding Notes Outstanding Notes that are not tendered or that are tendered but not accepted will
continue to be subject to the restrictions on transfer that are described in the legend on
the Outstanding Notes. In general, you may offer or sell your Outstanding Notes only if
they are registered under, or offered or sold under an exemption from, or are not subject
to, the Securities Act and applicable state securities laws. If you do not participate in the
exchange offer, the liquidity of your Outstanding Notes could be adversely affected. See
"The Exchange Offer--Consequences of failure to exchange."

4
Table of Contents
https://www.sec.gov/Archives/edgar/data/46640/000119312516651207/d218766d424b3.htm[7/20/2016 12:47:20 PM]

424B3
Summary Terms of the Exchange Notes
A brief description of the material terms of the Exchange Notes is set forth below. For a more complete description, see "Description of
the Exchange Notes."

Issuer
Kraft Heinz Foods Company, a Pennsylvania corporation.

Securities
$1,000,000,000 aggregate principal amount of 1.60% senior notes due 2017;

$1,500,000,000 aggregate principal amount of 2.00% senior notes due 2018;

$1,500,000,000 aggregate principal amount of 2.80% senior notes due 2020;

$1,000,000,000 aggregate principal amount of 3.50% senior notes due 2022;

$2,000,000,000 aggregate principal amount of 3.95% senior notes due 2025;

$1,000,000,000 aggregate principal amount of 5.00% senior notes due 2035;

$2,000,000,000 aggregate principal amount of 5.20% senior notes due 2045;

$2,000,000,000 aggregate principal amount of 3.000% senior notes due 2026; and

$3,000,000,000 aggregate principal amount of 4.375% senior notes due 2046.

Maturity
The New 2017 Notes will mature on June 30, 2017;

The New 2018 Notes will mature on July 2, 2018;

The New 2020 Notes will mature on July 2, 2020;

The New 2022 Notes will mature on July 15, 2022;

The New 2025 Notes will mature on July 15, 2025;

The New 2035 Notes will mature on July 15, 2035;

The New 2045 Notes will mature on July 15, 2045;

The New 2026 Notes will mature on June 1, 2026; and

The New 2046 Notes will mature on June 1, 2046.

5
Table of Contents
Interest
Interest on the New 2017 Notes will be payable in cash and will accrue at a rate of
1.60% per annum;

https://www.sec.gov/Archives/edgar/data/46640/000119312516651207/d218766d424b3.htm[7/20/2016 12:47:20 PM]

424B3
Interest on the New 2018 Notes will be payable in cash and will accrue at a rate of

2.00% per annum;

Interest on the New 2020 Notes will be payable in cash and will accrue at a rate of

2.80% per annum;

Interest on the New 2022 Notes will be payable in cash and will accrue at a rate of

3.50% per annum;

Interest on the New 2025 Notes will be payable in cash and will accrue at a rate of

3.95% per annum;

Interest on the New 2035 Notes will be payable in cash and will accrue at a rate of

5.00% per annum;

Interest on the New 2045 Notes will be payable in cash and will accrue at a rate of

5.20% per annum;

Interest on the New 2026 Notes will be payable in cash and will accrue at a rate of

3.000% per annum; and

Interest on the New 2046 Notes will be payable in cash and will accrue at a rate of

4.375% per annum.

Interest payment dates
Interest on the New 2017 Notes will be payable semi-annually on June 30 and
December 30 of each year.

Interest on the New 2018 Notes and the New 2020 Notes will be payable semi-annually

on January 2 and July 2 of each year.

Interest on the New 2022 Notes, the New 2025 Notes, the New 2035 Notes and the New

2045 Notes will be payable semi-annually January 15 and July 15 of each year.

Interest on the New 2026 Notes and the New 2046 Notes will be payable semi-annually

on June 1 and December 1 of each year.

Ranking
The Exchange Notes and the related guarantees will be the Issuer's and the Guarantor's
senior unsecured obligations and will rank:

· pari passu in right of payment with all of our existing and future senior

indebtedness;

· senior in right of payment to all of our future subordinated indebtedness;

· effectively subordinated to all of our existing and future secured indebtedness to

the extent of the value of the assets secured by the indebtedness; and

6
Table of Contents
· effectively subordinated to all existing and future indebtedness and other liabilities

of the Issuer's subsidiaries.

https://www.sec.gov/Archives/edgar/data/46640/000119312516651207/d218766d424b3.htm[7/20/2016 12:47:20 PM]

424B3
Guarantor
The payment of the principal, premium and interest on the Exchange Notes will be fully
and unconditionally guaranteed on a senior unsecured basis by the Guarantor. None of
Kraft Heinz's subsidiaries will guarantee the Exchange Notes.

Ranking of the Guarantee
The Guarantee will be the Guarantor's senior unsecured obligation and will be:

· pari passu in right of payment with all of the Guarantor's existing and future

senior indebtedness;

· senior in right of payment to all of the Guarantor's future subordinated

indebtedness;

· effectively subordinated to all of the Guarantor's existing and future secured

indebtedness to the extent of the value of the assets secured by that indebtedness;
and

· effectively subordinated to all existing and future indebtedness and other liabilities

of the Guarantor's subsidiaries.

Optional redemption
We may redeem the Exchange Notes at any time and from time to time, in whole or in
part, at our election at the applicable redemption prices.

On or after the applicable Par Call Date (as defined herein), if any, we may redeem the
Exchange Notes of a series, in whole or in part, at our option, at a redemption price
equal to 100% of the principal amount of the Exchange Notes of such series to be

redeemed plus accrued but unpaid interest on the principal amount being redeemed to,
but not including, the redemption date. See "Description of the Exchange Notes--
Optional Redemption."

Change of control
If the Issuer experiences a change of control and a ratings event, the holders of the
Exchange Notes will have the right to require the Issuer to offer to repurchase the
Exchange Notes at a purchase price equal to 101% of their aggregate principal amount
plus accrued and unpaid interest, if any, and Additional Amounts (as defined herein), if
any, to the date of such repurchase. See "Description of the Exchange Notes--Change
of Control Triggering Event."

Certain covenants
The Indenture contains covenants that restrict our ability, with significant exceptions, to:

· incur debt secured by liens above a certain threshold;

· engage in certain sale and leaseback transactions above a certain threshold; and

7
Table of Contents
· consolidate, merge, convey or transfer all or substantially all of the Issuer's or the

Guarantor's assets.

No prior market
The Exchange Notes will be new securities for which there is currently no market. We
cannot assure you that a liquid market for the Exchange Notes will develop or be
maintained.

Indenture
The Exchange Notes will be issued under an indenture, dated July 1, 2015 (as
supplemented, the "Indenture"), among the Issuer, Guarantor and Deutsche Bank Trust
Company Americas (as successor to Wells Fargo Bank, National Association), as trustee
https://www.sec.gov/Archives/edgar/data/46640/000119312516651207/d218766d424b3.htm[7/20/2016 12:47:20 PM]

Document Outline

#1">
- #1">