ACCT 212 INDIVIDUAL PROJECT

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KRAFT FOODS GROUP, INC.

FORM 10-K (Annual Report)

Filed 02/19/15 for the Period Ending 12/27/14

Address THREE LAKES DRIVE

NORTHFIELD, IL 60093 Telephone 8476462000

CIK 0001545158 Symbol KRFT

SIC Code 2000 - Food and kindred products Industry Food Processing

Sector Consumer/Non-Cyclical Fiscal Year 12/28

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http://www.edgar-online.com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 FORM 10-K

(Mark One)

For the fiscal year ended December 27, 2014 OR

For the transition period from to Commission file number 1-35491

Kraft Foods Group, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (847) 646-2000 Securities registered pursuant to Section 12(b) of the Act:

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)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 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 registrant’s common stock outstanding.

Documents Incorporated by Reference Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its

annual meeting of shareholders expected to be held on May 5, 2015 are incorporated by reference into Part III hereof.

� ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF TH E SECURITIES EXCHANGE ACT OF 1934

�

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O F THE SECURITIES EXCHANGE ACT OF 1934

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)

Title of each class Name of each exchange on which registered

Common Stock, no par value The NASDAQ Stock Market LLC

Kraft Foods Group, Inc

In this report, “Kraft Foods Group,” “we,” “us,” and “our” refers to Kraft Foods Group, Inc.

Page No.

Part I - Item 1. Business 1

Item 1A. Risk Factors 7

Item 1B. Unresolved Staff Comments 13

Item 2. Properties 13

Item 3. Legal Proceedings 13

Item 4. Mine Safety Disclosures 14

Part II - Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 14

Item 6. Selected Financial Data 16

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 16

Description of the Company 16 Consolidated Results of Operations 17 Results of Operations by Reportable Segment 19 Critical Accounting Policies 24 New Accounting Pronouncements 27 Contingencies 27 Commodity Trends 27 Liquidity and Capital Resources 27 Off-Balance Sheet Arrangements and Aggregate Contractual Obligations 28 Equity and Dividends 29 Non-GAAP Financial Measures 30 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 31

Item 8. Financial Statements and Supplementary Data 33

Report of Independent Registered Public Accounting Firm 33

Consolidated Statements of Earnings for the Years Ended December 27, 2014,

December 28, 2013, and December 29, 2012 34

Consolidated Statements of Comprehensive Earnings for the Years Ended

December 27, 2014, December 28, 2013, and December 29, 2012 35

Consolidated Balance Sheets as December 27, 2014 and December 28, 2013 36

Consolidated Statements of Equity for the Years Ended December 27, 2014,

December 28, 2013, and December 29, 2012 37

Consolidated Statements of Cash Flows for the Years Ended December 27, 2014, December 28, 2013, and December 29, 2012 38

Notes to Consolidated Financial Statements 39 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 70

Item 9A. Controls and Procedures 70

Item 9B. Other Information 71

Part III - Item 10. Directors, Executive Officers and Corporate Governance 71

Item 11. Executive Compensation 71

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 72

Item 13. Certain Relationships and Related Transactions, and Director Independence 72

Item 14. Principal Accountant Fees and Services 72

Part IV - Item 15. Exhibits and Financial Statement Schedules 73

Signatures 76 Valuation and Qualifying Accounts S-1

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, off- balance 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 forward- looking 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 & Poor’s 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 cheese—plus 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, Mondelēz International, Inc. ("Mondelēz International," formerly known as Kraft Foods Inc.) spun-off Kraft Foods Group to Mondelēz International’s shareholders (the “Spin- Off”). We were a wholly-owned subsidiary of Mondelēz

International prior to the Spin-Off. To effect the Spin-Off, Mondelēz International distributed all of the shares of Kraft Foods Group common stock owned by Mondelēz 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:

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:

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 Breakstone’s 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 , Kool- Aid , 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 Baker’s 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 Bull’s-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.

For the Years Ended

December 27, 2014 December 28, 2013 December 29, 2012

Cheese and dairy 33 % 32 % 31 % Meat and meat alternatives 15 % 15 % 15 % Meals 11 % 11 % 11 % Refreshment beverages 10 % 10 % 10 % Enhancers 9 % 9 % 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 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.

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. , Baker’s, 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:

In connection with the Spin-Off, we granted Mondelēz 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 Mondelēz 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

• Capri Sun packaged drink pouches for sale in the United States; • McCafé 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.

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 Mondelēz International licenses to use some of our patents, and we also license certain patents from Mondelēz International.

Research and Development

Our research and development focuses on achieving the following four objectives:

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

• growth through product improvements and renovations, new products, and line extensions, • uncompromising product safety and quality, • superior customer satisfaction, and • cost reduction.

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:

(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 Mondelēz 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

Name Age Title

John T. Cahill 57 Chairman and Chief Executive Officer Georges El-Zoghbi 48 Chief Operating Officer Diane Johnson May 56 Executive Vice President, Human Resources Christopher J. Kempczinski 46 Executive Vice President, Growth Initiatives and President of International Teri L. List-Stoll 52 Executive Vice President and Chief Financial Officer

(1)

Kim K. W. Rucker

Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary

2013. Prior to that, he served as Mondelēz International’s President, Cheese and Dairy since October 2009. He also served as Mondelēz 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 Mondelēz International’s Senior Vice President, Human Resources, Kraft Foods North America since September 2010. She joined Mondelēz International in 1980 and has served in various roles, including Vice President, Human Resources at various Mondelēz 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 Group’s President, Canada from July 2012 until January 2014. From December 2008 until July 2012, he served as Mondelēz International’s Senior Vice President, Meals & Enhancers. Prior to joining Mondelēz 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 Mondelēz 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 SEC’s 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

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 succ ess.

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 adverse ly 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.

Changes in our relationships with significant custo mers 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 cor rectly predict, identify, and interpret changes in consumer preferences and demand, to offer new products to meet those cha nges, 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 categorie s.

The food and beverage industry’s 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 nega tively 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

triggering event occurs. The first step of our goodwill impairment test compares the reporting unit’s estimated fair value with its carrying value. We estimate a reporting unit’s 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 unit’s 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 indefinite- lived 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 volat ile and may rise significantly.

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. 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 person nel.

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 vulnerab le 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.

Legal claims or other regulatory enforcement action s 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 c ould 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 c ustomers.

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 strate gic 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 management’s 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

adversely affect our product sales, financial condition, and operating results.

Volatility of capital markets or macro-economic fac tors 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 assumpti ons from actual experience, and legislative or other regulatory act ions could substantially increase our postemploymen t obligations and materially and adversely affect our profitability a nd 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 fl uctuations in commodity prices may cause volatility in our operat ing 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 techn ology.

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 valu e of our

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, third- party 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.

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 Mondelēz 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 Mondelēz International continue to seek resolution of this matter. Our Separation and Distribution Agreement with Mondelēz International dated as of September 27, 2012, governs the allocation between Mondelēz International and us and, accordingly, Mondelēz 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 Registrant’s Common Equity, Rel ated Stockholder Matters and Issuer Purchases of Eq uity 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 & Poor’s 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.

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., Kimberly- Clark Corporation, McDonald’s Corporation, Mondelēz 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, Mondelēz 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 Qu arter ended December 27, 2014

Our share repurchase activity for the three months ended December 27, 2014 was:

(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.

Date Kraft Foods

Group S&P 500 Performance Peer Group

Former Performance Peer Group

September 17, 2012 $ 100.00 $ 100.00 $ 100.00 $ 100.00 December 28, 2012 99.59 96.64 98.42 102.40 December 27, 2013 125.20 129.60 124.25 136.73 December 26, 2014 154.53 150.02 143.14 159.03

Total Number of Shares (1)

Average Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced

Program (2)

Dollar Value of Shares that May Yet be

Purchased Under the Program (2)

9/28/2014 - 10/25/2014 1,812,616 $ 55.94 1,697,190 10/26/2014 - 11/22/2014 1,219,402 57.63 1,207,147 11/23/2014 - 12/27/2014 966,953 60.23 954,280 $ 2,254,120,747 For the Quarter Ended December 27, 2014 3,998,971 57.49 3,858,617

Item 6. Selected Financial Data.

Kraft Foods Group, Inc.

Selected Financial Data – Five Year Review

Item 7. Management’s Discussion and Analysis of Fi nancial 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

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 $ 18,205 $ 18,218 $ 18,271 $ 18,576 $ 17,739 Earnings from continuing operations 1,043 2,715 1,642 1,775 1,890 Earnings and gain from discontinued operations, net of income taxes — — — — 1,644 Net earnings $ 1,043 $ 2,715 $ 1,642 $ 1,775 $ 3,534 Earnings from continuing operations per share (2) :

Basic $ 1.75 $ 4.55 $ 2.77 $ 3.00 $ 3.20 Diluted $ 1.74 $ 4.51 $ 2.75 $ 3.00 $ 3.20

Net cash provided by operating activities $ 2,020 $ 2,043 $ 3,035 $ 2,664 $ 828 Capital expenditures 535 557 440 401 448 Depreciation and amortization 385 393 428 364 354 As of: Total assets 22,947 23,148 23,179 21,389 21,448 Long-term debt (3) 8,627 9,976 9,966 27 31 Total equity 4,365 5,187 3,572 16,588 17,037 Dividends declared per share $ 2.15 $ 2.05 $ 0.50 $ — $ —

(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 Mondelēz International. Our financial statements for the years ended December 29, 2012, December 31, 2011 and December 31, 2010 included certain expenses of Mondelēz 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, Mondelēz International distributed 592 million shares of Kraft Foods Group common stock to Mondelēz International’s 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.

Consolidated Results of Operations

Summary of Results

Net Revenues

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.

Year Ended December 28, 2013 compared to Year Ended December 29, 2012

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.

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 $ 18,205 $ 18,218 $ 18,271 (0.1 )% (0.3 )% Operating income $ 1,890 $ 4,591 $ 2,670 (58.8 )% 71.9 % Net earnings $ 1,043 $ 2,715 $ 1,642 (61.6 )% 65.3 % Diluted earnings per share $ 1.74 $ 4.51 $ 2.75 (61.4 )% 64.0 %

For the Years Ended For the Years Ended

December 27,

2014 December 28,

2013 % Change December 28,

2013 December 29,

2012 % Change

(in millions) (in millions) Net revenues $ 18,205 $ 18,218 (0.1 )% $ 18,218 $ 18,271 (0.3 )%

Impact of foreign currency 156 — 0.9 pp 73 — 0.4 pp Sales to Mondelēz International

(134 ) (147 ) 0.1 pp (147 ) (114 ) (0.2 ) pp

Organic Net Revenues (1) $ 18,227 $ 18,071 0.9 % $ 18,144 $ 18,157 (0.1 )%

Net pricing 1.2 pp (0.6 ) pp

Volume/mix (0.3 ) pp 0.5 pp

(1) Organic Net Revenues is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.

Operating Income

Year Ended December 27, 2014 compared to Year Ended December 28, 2013

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 lower- than-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 multi- year 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.

Year Ended December 28, 2013 compared to Year Ended December 29, 2012

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.

Operating

Income Operating

Income 2014 v. 2013 2013 v. 2012

(in millions) (percentage point) Operating Income for the Years Ended December 28, 2013 and December 29, 2012 $ 4,591 $ 2,670

Change in volume/mix (97 ) 40 (2.9 ) pp 1.2 pp

Higher / (lower) net pricing 219 (109 ) 6.6 pp (3.4 ) pp

(Higher) / lower product costs (173 ) 72 (5.2 ) pp 2.3 pp

Lower selling, general and administrative expenses 200 131 6.1 pp 4.1 pp Lower expenses for cost savings initiatives 183 13 6.1 pp 0.8 pp

Change in unrealized gains / losses on hedging activities (100 ) 8 (3.1 ) pp 0.2 pp

Change in market-based impacts to postemployment benefit plans (2,902 ) 1,784 (65.4

) pp 67.2 pp

Change in other (31 ) (18 ) (1.0 ) pp (0.5

) pp

Operating Income for the Years Ended December 27, 2014 and December 28, 2013 $ 1,890 $ 4,591 (58.8 )% 71.9 %

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.

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 Mondelēz 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 & Desserts, Enhancers & Snack Nuts, and Canada. Our remaining businesses, including our Foodservice and Exports businesses, are aggregated and disclosed as “Other Businesses”.

Diluted EPS Diluted EPS

Diluted EPS for the Years Ended December 28, 2013 a nd December 29, 2012 $ 4.51 $ 2.75 Change in results from operations 0.16 0.14 Lower expenses for cost savings initiatives, net of taxes 0.18 0.02 Change in unrealized gains / losses on hedging activities (0.11 ) 0.01 Change in market-based impacts to postemployment benefit plans, net taxes (3.08 ) 1.90 Change in interest and other expense, net 0.02 (0.27 ) Change in royalty income from Mondelēz International — (0.04 ) Change in taxes 0.08 0.03 Change in other (0.02 ) (0.03 )

Diluted EPS for the Years Ended December 27, 2014 a nd December 28, 2013 $ 1.74 $ 4.51

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

(in millions)

Net revenues: Cheese $ 4,066 $ 3,925 $ 3,829 Refrigerated Meals 3,433 3,334 3,280 Beverages 2,627 2,681 2,718 Meals & Desserts 2,155 2,305 2,311 Enhancers & Snack Nuts 2,062 2,101 2,220 Canada 1,937 2,037 2,010 Other Businesses 1,925 1,835 1,903

Net revenues $ 18,205 $ 18,218 $ 18,271

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:

Cheese

Year Ended December 27, 2014 compared to Year Ended December 28, 2013

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.

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

(in millions)

Operating income: Cheese $ 656 $ 634 $ 618 Refrigerated Meals 378 329 379 Beverages 384 349 260 Meals & Desserts 611 665 712 Enhancers & Snack Nuts 577 529 592 Canada 370 373 301 Other Businesses 263 227 180

Market-based impacts to postemployment benefit plans (1,341 ) 1,561 (223 ) Certain other postemployment benefit plan income / (expense) 164 61 (82 ) Unrealized (losses) / gains on hedging activities (79 ) 21 13 General corporate expenses (93 ) (158 ) (80 )

Operating income $ 1,890 $ 4,591 $ 2,670

• 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).

For the Years Ended For the Years Ended

December 27,

2014 December 28,

2013 % Change December 28,

2013 December 29,

2012 % Change

(in millions) (in millions) Net revenues $ 4,066 $ 3,925 3.6 % $ 3,925 $ 3,829 2.5 % Organic Net Revenues (1) 4,021 3,874 3.8 % 3,874 3,817 1.5 % Segment operating income 656 634 3.5 % 634 618 2.6 %

(1) See the Non-GAAP Financial Measures section at the end of this item.

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.

Year Ended December 28, 2013 compared to Year Ended December 29, 2012

Net revenues increased 2.5%, which included the impact of higher sales to Mondelēz 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

Year Ended December 27, 2014 compared to Year Ended December 28, 2013

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.

Year Ended December 28, 2013 compared to Year Ended December 29, 2012

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 For the Years Ended

December 27,

2014 December 28,

2013 % Change December 28,

2013 December 29,

2012 % Change

(in millions) (in millions) Net revenues $ 3,433 $ 3,334 3.0 % $ 3,334 $ 3,280 1.6 % Organic Net Revenues (1) 3,433 3,334 3.0 % 3,334 3,280 1.6 % Segment operating income 378 329 14.9 % 329 379 (13.2 )%

(1) See the Non-GAAP Financial Measures section at the end of this item.

For the Years Ended For the Years Ended

December 27,

2014 December 28,

2013 % Change December 28,

2013 December 29,

2012 % Change

(in millions) (in millions) Net revenues $ 2,627 $ 2,681 (2.0 )% $ 2,681 $ 2,718 (1.4 )% Organic Net Revenues (1) 2,627 2,681 (2.0 )% 2,681 2,718 (1.4 )% Segment operating income 384 349 10.0 % 349 260 34.2 %

(1) 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 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.

Year Ended December 28, 2013 compared to Year Ended December 29, 2012

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

Year Ended December 27, 2014 compared to Year Ended December 28, 2013

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.

Year Ended December 28, 2013 compared to Year Ended December 29, 2012

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.

For the Years Ended For the Years Ended

December 27,

2014 December 28,

2013 % Change December 28,

2013 December 29,

2012 % Change

(in millions) (in millions) Net revenues $ 2,155 $ 2,305 (6.5 )% $ 2,305 $ 2,311 (0.3 )% Organic Net Revenues (1) 2,155 2,305 (6.5 )% 2,305 2,311 (0.3 )% Segment operating income 611 665 (8.1 )% 665 712 (6.6 )%

(1) See the Non-GAAP Financial Measures section at the end of this item.

Enhancers & Snack Nuts

Year Ended December 27, 2014 compared to Year Ended December 28, 2013

Net revenues decreased 1.9%, including the impact of lower sales to Mondelēz 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.

Year Ended December 28, 2013 compared to Year Ended December 29, 2012

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

Year Ended December 27, 2014 compared to Year Ended December 28, 2013

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 McCafé 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.

For the Years Ended For the Years Ended

December 27,

2014 December 28,

2013 % Change December 28,

2013 December 29,

2012 % Change

(in millions) (in millions) Net revenues $ 2,062 $ 2,101 (1.9 )% $ 2,101 $ 2,220 (5.4 )% Organic Net Revenues (1) 2,062 2,093 (1.5 )% 2,093 2,217 (5.6 )% Segment operating income 577 529 9.1 % 529 592 (10.6 )%

(1) See the Non-GAAP Financial Measures section at the end of this item.

For the Years Ended For the Years Ended

December 27,

2014 December 28,

2013 % Change December 28,

2013 December 29,

2012 % Change

(in millions) (in millions) Net revenues $ 1,937 $ 2,037 (4.9 )% $ 2,037 $ 2,010 1.3 % Organic Net Revenues (1) 2,060 2,021 1.9 % 2,086 2,006 4.0 % Segment operating income 370 373 (0.8 )% 373 301 23.9 %

(1) See the Non-GAAP Financial Measures section at the end of this item.

Year Ended December 28, 2013 compared to Year Ended December 29, 2012

Net revenues increased 1.3%, which included the unfavorable impacts of foreign currency (3.3 pp) and higher sales to Mondelēz 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

Year Ended December 27, 2014 compared to Year Ended December 28, 2013

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.

Year Ended December 28, 2013 compared to Year Ended December 29, 2012

Net revenues decreased 3.6%, which included the impacts of lower sales to Mondelēz 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.

For the Years Ended For the Years Ended

December 27,

2014 December 28,

2013 % Change December 28,

2013 December 29,

2012 % Change

(in millions) (in millions) Net revenues $ 1,925 $ 1,835 4.9 % $ 1,835 $ 1,903 (3.6 )% Organic Net Revenues (1) 1,869 1,763 6.0 % 1,771 1,808 (2.0 )% Segment operating income 263 227 15.9 % 227 180 26.1 %

(1) See the Non-GAAP Financial Measures section at the end of this item.

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.

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 unit’s estimated fair value with its carrying value. We estimate a reporting unit’s 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 unit’s 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.

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:

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, fixed- income 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.

One-Percentage-Point

Increase Decrease

(in millions) Effect on annual service and interest cost $ 25 $ (20 ) Effect on postretirement benefit obligation 433 (355 )

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:

Prior to the Spin-Off, Mondelēz 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 Mondelēz 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

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.

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 $ (499 ) $ 562 $ (99 ) $ 111 Effect of change in actual rate of return on plan assets on pension costs (29 ) 29 (7 ) 7 Effect of change in discount rate on postretirement health care costs (205 ) 229 (13 ) 15

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 Mondelēz 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 Contra ctual 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.

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.

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.

Payments Due

Total 2015 2016-17 2018-19 2020 and

Thereafter

(in millions) Long-term debt (1) $ 10,046 $ 1,401 $ 1,002 $ 1,037 $ 6,606 Interest expense (2) 6,683 441 824 727 4,691 Capital leases (3) 38 7 12 7 12 Operating leases (4) 427 106 147 90 84 Purchase obligations: (5)

Inventory and production costs 2,242 1,578 664 — — Other 735 313 287 98 37

2,977 1,891 951 98 37 Pension contributions (6) 995 195 400 400 — Other long-term liabilities (7) 2,045 198 425 401 1,021 Total $ 23,211 $ 4,239 $ 3,761 $ 2,760 $ 12,451

(1) Amounts represent the expected cash payments of our long-term debt and do not include unamortized bond premiums or discounts. (2) Amounts represent the expected cash payments of our interest expense on our long-term debt. (3) 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. (4) Operating leases represent the minimum rental commitments under non-cancelable operating leases. (5) 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.

(6) 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.

(7) 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.

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 Mondelēz 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 Impact of Currency

Sales to Mondel ēz

International Organic

Net Revenues

(in millions)

Year Ended December 27, 2014 Cheese $ 4,066 $ — $ (45 ) $ 4,021 Refrigerated Meals 3,433 — — 3,433 Beverages 2,627 — — 2,627 Meals & Desserts 2,155 — — 2,155 Enhancers & Snack Nuts 2,062 — — 2,062 Canada 1,937 139 (16 ) 2,060 Other Businesses 1,925 17 (73 ) 1,869

Total $ 18,205 $ 156 $ (134 ) $ 18,227

Year Ended December 28, 2013 Cheese $ 3,925 $ — $ (51 ) $ 3,874 Refrigerated Meals 3,334 — — 3,334 Beverages 2,681 — — 2,681 Meals & Desserts 2,305 — — 2,305 Enhancers & Snack Nuts 2,101 — (8 ) 2,093 Canada 2,037 — (16 ) 2,021 Other Businesses 1,835 — (72 ) 1,763

Total $ 18,218 $ — $ (147 ) $ 18,071

Item 7A. Quantitative and Qualitative Disclosures a bout 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 cross- hedge 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 / co- variance” 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

2013 Compared to 2012

Net

Revenues Impact of Currency

Sales to Mondel ēz

International Organic

Net Revenues

(in millions)

Year Ended December 28, 2013 Cheese $ 3,925 $ — $ (51 ) $ 3,874 Refrigerated Meals 3,334 — — 3,334 Beverages 2,681 — — 2,681 Meals & Desserts 2,305 — — 2,305 Enhancers & Snack Nuts 2,101 — (8 ) 2,093 Canada 2,037 65 (16 ) 2,086 Other Businesses 1,835 8 (72 ) 1,771

Total $ 18,218 $ 73 $ (147 ) $ 18,144

Year Ended December 29, 2012 Cheese $ 3,829 $ — $ (12 ) $ 3,817 Refrigerated Meals 3,280 — — 3,280 Beverages 2,718 — — 2,718 Meals & Desserts 2,311 — — 2,311 Enhancers & Snack Nuts 2,220 — (3 ) 2,217 Canada 2,010 — (4 ) 2,006 Other Businesses 1,903 — (95 ) 1,808

Total $ 18,271 $ — $ (114 ) $ 18,157

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):

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.

Pre-Tax Earnings Impact Fair Value Impact

At 12/27/14 Average High Low At 12/27/14 Average High Low

Instruments sensitive to: Foreign currency rates $ 1 $ 2 $ 2 $ 1 Commodity prices 9 13 18 9 Interest rates $ 49 $ 35 $ 49 $ 27

Pre-Tax Earnings Impact Fair Value Impact

At 12/28/13 Average High Low At 12/28/13 Average High Low

Instruments sensitive to: Foreign currency rates $ 2 $ 2 $ 2 $ 2 Commodity prices 7 7 8 7 Interest rates $ 32 $ 46 $ 71 $ 32

Item 8. Financial Statements and Supplementary Data .

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Kraft Foods Group, Inc.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a) present fairly, in all material respects, the financial position 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 company’s 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 company’s 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 company’s 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

Kraft Foods Group, Inc. Consolidated Statements of Earnings

(in millions of U.S. dollars, except per share data)

See accompanying notes to the consolidated financial statements.

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

Net revenues $ 18,205 $ 18,218 $ 18,271 Cost of sales 13,360 11,395 12,499

Gross profit 4,845 6,823 5,772 Selling, general and administrative expenses 2,956 2,124 2,961 Asset impairment and exit costs (1 ) 108 141

Operating income 1,890 4,591 2,670 Interest and other expense, net (484 ) (501 ) (258 )

Royalty income from Mondelēz International — — 41 Earnings before income taxes 1,406 4,090 2,453

Provision for income taxes 363 1,375 811

Net earnings $ 1,043 $ 2,715 $ 1,642

Per share data: Basic earnings per share $ 1.75 $ 4.55 $ 2.77 Diluted earnings per share $ 1.74 $ 4.51 $ 2.75 Dividends declared $ 2.15 $ 2.05 $ 0.50

Kraft Foods Group, Inc.

Consolidated Statements of Comprehensive Earnings (in millions of U.S. dollars)

See accompanying notes to the consolidated financial statements.

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

Net earnings $ 1,043 $ 2,715 $ 1,642 Other comprehensive (losses) / earnings:

Currency translation adjustment (91 ) (68 ) 36 Postemployment benefits:

Prior service credits arising during the period 58 31 — Amortization of prior service credits and other amounts reclassified from

accumulated other comprehensive losses (20 ) (22 ) (6 ) Tax (expense) / benefit (14 ) (3 ) 2

Derivatives accounted for as hedges: Net derivative gains / (losses) 90 33 (322 ) Amounts reclassified from accumulated other comprehensive losses (84 ) 4 112 Tax (expense) / benefit (2 ) (14 ) 80

Total other comprehensive losses (63 ) (39 ) (98 )

Comprehensive earnings $ 980 $ 2,676 $ 1,544

Kraft Foods Group, Inc.

Consolidated Balance Sheets (in millions of U.S. dollars)

See accompanying notes to the consolidated financial statements.

December 27,

2014 December 28,

2013

ASSETS Cash and cash equivalents $ 1,293 $ 1,686 Receivables (net of allowances of $21 in 2014 and $26 in 2013) 1,080 1,048 Inventories 1,775 1,616 Deferred income taxes 384 360 Other current assets 259 198

Total current assets 4,791 4,908 Property, plant and equipment, net 4,192 4,115 Goodwill 11,404 11,505 Intangible assets, net 2,234 2,229 Other assets 326 391

TOTAL ASSETS $ 22,947 $ 23,148 LIABILITIES

Current portion of long-term debt $ 1,405 $ 4 Accounts payable 1,537 1,548 Accrued marketing 511 685 Accrued employment costs 163 184 Dividends payable 324 313 Accrued postretirement health care costs 192 197 Other current liabilities 641 479

Total current liabilities 4,773 3,410 Long-term debt 8,627 9,976 Deferred income taxes 340 662 Accrued pension costs 1,105 405 Accrued postretirement health care costs 3,399 3,080 Other liabilities 338 428

TOTAL LIABILITIES 18,582 17,961 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 4,678 4,434 Retained earnings 1,045 1,281 Accumulated other comprehensive losses (562 ) (499 ) Treasury stock, at cost (796 ) (29 )

TOTAL EQUITY 4,365 5,187 TOTAL LIABILITIES AND EQUITY $ 22,947 $ 23,148

Kraft Foods Group, Inc.

Consolidated Statements of Equity (in millions of U.S. dollars, except per share data)

See accompanying notes to the consolidated financial statements.

Common

Stock

Additional Paid-in Capital

Parent Company

Investment

Retained Earnings / (Deficit)

Accumulated Other

Comprehensive Losses

Treasury Stock

Total Equity

Balance at December 31, 2011 $ — $ — $ 16,713 $ — $ (125 ) $ — $ 16,588 Comprehensive earnings / (losses):

Net earnings — — 1,552 90 — — 1,642 Other comprehensive losses, net of

income taxes — — — — (98 ) — (98 ) Consummation of spin-off transaction

on October 1, 2012 — 4,208 (7,670 ) — (233 ) — (3,695 ) Net transfers to / from Mondelēz

International — — (10,595 ) — (4 ) — (10,599 ) Exercise of stock options, issuance of

other stock awards, and other — 32 — — — (2 ) 30 Dividends declared ($0.50 per share) — — — (296 ) — — (296 )

Balance at December 29, 2012 $ — $ 4,240 $ — $ (206 ) $ (460 ) $ (2 ) $ 3,572 Comprehensive earnings / (losses):

Net earnings — — — 2,715 — — 2,715 Other comprehensive losses, net of

income taxes — — — — (39 ) — (39 ) Exercise of stock options, issuance of

other stock awards, and other — 194 — — — (27 ) 167 Dividends declared ($2.05 per share) — — — (1,228 ) — — (1,228 )

Balance at December 28, 2013 $ — $ 4,434 $ — $ 1,281 $ (499 ) $ (29 ) $ 5,187 Comprehensive earnings / (losses):

Net earnings — — — 1,043 — — 1,043 Other comprehensive losses, net of

income taxes — — — — (63 ) — (63 ) Exercise of stock options, issuance of

other stock awards, and other — 244 — — — (21 ) 223 Repurchase of common stock under

share repurchase program — — — — — (746 ) (746 ) Dividends declared ($2.15 per share) — — — (1,279 ) — — (1,279 )

Balance at December 27, 2014 $ — $ 4,678 $ — $ 1,045 $ (562 ) $ (796 ) $ 4,365

Kraft Foods Group, Inc.

Consolidated Statements of Cash Flows (in millions of U.S. dollars)

See accompanying notes to the consolidated financial statements.

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES Net earnings $ 1,043 $ 2,715 $ 1,642 Adjustments to reconcile net earnings to operating cash flows:

Depreciation and amortization 385 393 428 Stock-based compensation expense 95 65 54 Deferred income tax provision (361 ) 708 470 Asset impairments — 28 28 Market-based impacts to postemployment benefit plans 1,341 (1,561 ) 223 Other non-cash expense, net 67 138 159 Change in assets and liabilities:

Receivables, net (22 ) 35 220 Inventories (53 ) 235 21 Accounts payable 45 45 (241 ) Other current assets (41 ) (9 ) (61 ) Other current liabilities (164 ) (217 ) 205

Change in pension and postretirement assets and liabilities, net (315 ) (532 ) (113 )

Net cash provided by operating activities 2,020 2,043 3,035 CASH (USED IN) / PROVIDED BY INVESTING ACTIVITIES

Capital expenditures (535 ) (557 ) (440 ) Proceeds from sale of property, plant and equipment 2 131 18 Other investing activities (2 ) — —

Net cash used in investing activities (535 ) (426 ) (422 )

CASH (USED IN) / PROVIDED BY FINANCING ACTIVITIES Dividends paid (1,266 ) (1,207 ) — Repurchase of common stock under share repurchase program (740 ) — — Proceeds from stock option exercises 115 96 14 Long-term debt proceeds — — 5,963 Net transfers to Mondelēz International — — (7,210 ) Other financing activities 25 (60 ) (125 )

Net cash used in financing activities (1,866 ) (1,171 ) (1,358 )

Effect of exchange rate changes on cash and cash equivalents (12 ) (15 ) — Cash and cash equivalents:

(Decrease) / increase (393 ) 431 1,255 Balance at beginning of period 1,686 1,255 — Balance at end of period $ 1,293 $ 1,686 $ 1,255

Cash paid: Interest $ 487 $ 481 $ 152 Income taxes $ 745 $ 799 $ 236

Kraft Foods Group, Inc.

Notes to Consolidated Financial Statements

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, Mondelēz International, Inc. (“Mondelēz 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 Mondelēz International’s shareholders (the “Spin-Off”). Mondelēz International distributed 592 million shares of Kraft Foods Group common stock to Mondelēz International’s shareholders. Holders of Mondelēz International common stock received one share of Kraft Foods Group common stock for every three shares of Mondelēz 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 Mondelēz International. Our financial statements included certain expenses of Mondelēz 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

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 : 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 unit’s estimated fair value with its carrying value. We estimate a reporting unit’s 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 unit’s 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.

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.

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

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.

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

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:

Note 3. Property, Plant and Equipment

Property, plant and equipment at December 27, 2014 and December 28, 2013 were:

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:

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.

We test goodwill and indefinite-lived intangible assets for impairment at least annually in the fourth quarter or when a triggering event occurs. 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

December 27,

2014 December 28,

2013

(in millions)

Raw materials $ 481 $ 453 Work in process 296 294 Finished product 998 869 Inventories $ 1,775 $ 1,616

December 27,

2014 December 28,

2013

(in millions)

Land $ 79 $ 72 Buildings and improvements 1,881 1,806 Machinery and equipment 5,619 5,584 Construction in progress 464 360

8,043 7,822 Accumulated depreciation (3,851 ) (3,707 )

Property, plant and equipment, net $ 4,192 $ 4,115

December 27,

2014 December 28,

2013

(in millions)

Cheese $ 3,000 $ 3,000 Refrigerated Meals 985 985 Beverages 1,290 1,290 Meals & Desserts 1,572 1,572 Enhancers & Snack Nuts 2,644 2,644 Canada 1,051 1,141 Other Businesses 862 873 Goodwill $ 11,404 $ 11,505

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:

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 Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

(in millions)

Restructuring costs - Asset impairment and exit costs $ (1 ) $ 108 $ 141 Implementation costs - Cost of sales 12 77 97 Implementation costs - Selling, general and administrative expenses — 65 34 Spin-Off transition costs - Selling, general and administrative expenses 4 32 31 Other cost savings initiatives expenses - Cost of sales 49 — — Other cost savings initiatives expenses - Selling, general and administrative

expenses 43 8 —

$ 107 $ 290 $ 303

For the Year Ended December 27, 2014

Restructuring Program

Restructuring Costs

Implementation Costs

Spin-Off Transition

Costs

Other Cost Savings

Initiatives Expenses Total

(in millions)

Cheese $ 1 $ 6 $ — $ 12 $ 19 Refrigerated Meals — 2 — 29 31 Beverages (2 ) 1 — 9 8 Meals & Desserts — 2 — 28 30 Enhancers & Snack Nuts — — — 8 8 Canada — 1 — 2 3 Other Businesses — — — 3 3 Corporate expenses — — 4 1 5 Total $ (1 ) $ 12 $ 4 $ 92 $ 107

Restructuring Program: Our Restructuring Program included the following:

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.

For the Year Ended December 28, 2013

Restructuring Program

Restructuring

Costs Implementation

Costs

Spin-Off Transition

Costs

Other Cost Savings

Initiatives Expenses Total

(in millions) Cheese $ 26 $ 62 $ — $ — $ 88 Refrigerated Meals 18 17 — — 35 Beverages 19 22 — — 41 Meals & Desserts 14 12 — — 26 Enhancers & Snack Nuts 12 12 — — 24 Canada 10 7 — — 17 Other Businesses 9 10 — — 19 Corporate expenses — — 32 8 40 Total $ 108 $ 142 $ 32 $ 8 $ 290

For the Year Ended December 29, 2012

Restructuring Program

Restructuring

Costs Implementation

Costs

Spin-Off Transition

Costs

Other Cost Savings

Initiatives Expenses Total

(in millions)

Cheese $ 26 $ 72 $ — $ — $ 98 Refrigerated Meals 19 11 — — 30 Beverages 44 19 — — 63 Meals & Desserts 15 9 — — 24 Enhancers & Snack Nuts 17 8 — — 25 Canada 9 5 — — 14 Other Businesses 11 7 — — 18 Corporate expenses — — 31 — 31 Total $ 141 $ 131 $ 31 $ — $ 303

• 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.

Restructuring Costs Liability: At December 27, 2014, the restructuring costs liability balance within other current liabilities was as follows:

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:

Severance and Related

Costs

(in millions)

Liability balance, December 28, 2013 $ 19 Restructuring costs (1 ) Cash spent on restructuring costs (12 ) Foreign exchange (1 )

Liability balance, December 27, 2014 $ 5

December 27,

2014 December 28,

2013 Maturity Date Fixed Interest

Rate Payment Period

(in millions)

Senior unsecured notes $ 1,000 $ 1,000 June 4, 2015 1.625 % Semiannually Senior unsecured notes 400 400 June 15, 2015 7.550 % Semiannually Senior unsecured notes 1,000 1,000 June 5, 2017 2.250 % Semiannually Senior unsecured notes 1,035 1,035 August 23, 2018 6.125 % Semiannually Senior unsecured notes 900 900 February 10, 2020 5.375 % Semiannually Senior unsecured notes 2,000 2,000 June 6, 2022 3.500 % Semiannually Senior unsecured notes 878 878 January 26, 2039 6.875 % Semiannually Senior unsecured notes 787 787 February 9, 2040 6.500 % Semiannually Senior unsecured notes 2,000 2,000 June 4, 2042 5.000 % Semiannually Capital lease obligations 30 31

Other 2 (51 )

Total debt 10,032 9,980

Current portion of long-term debt (1,405 ) (4 )

Total long-term debt $ 8,627 $ 9,976

At December 27, 2014, aggregate maturities of our long-term debt were (in millions):

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:

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.

2015 $ 1,406 2016 6 2017 1,006 2018 1,039 2019 3 Thereafter 6,616

Shares Issued

Treasury Shares

Shares Outstanding

Consummation of Spin-Off on October 1, 2012 592,257,298 — 592,257,298 Exercise of stock options, issuance of other stock awards and other 526,398 (19,988 ) 506,410

Balance at December 29, 2012 592,783,696 (19,988 ) 592,763,708 Exercise of stock options, issuance of other stock awards and other 4,059,753 (589,011 ) 3,470,742

Balance at December 28, 2013 596,843,449 (608,999 ) 596,234,450 Shares of common stock repurchased — (13,073,863 ) (13,073,863 ) Exercise of stock options, issuance of other stock awards and other 4,559,367 (388,010 ) 4,171,357

Balance at December 27, 2014 601,402,816 (14,070,872 ) 587,331,944

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 long- term 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:

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 Mondelēz International’s share price and assumptions.

A summary of stock option activity related to our shares for both our and Mondelēz International employees for the year ended December 27, 2014 is presented below. Stock option activity for the year ended December 27, 2014 was:

Risk-Free

Interest Rate Expected Life Expected Volatility

Expected Dividend Yield

Grant Date Fair Value

Kraft Foods Group grants 2014 1.84 % 6 years 19.33 % 3.57 % $ 6.16 2013 1.04 % 6 years 19.40 % 4.26 % $ 4.41

Mondelēz International grants 2012 1.16 % 6 years 20.13 % 3.08 % $ 4.78

Options

Outstanding

Weighted Average

Exercise Price

Average Remaining Contractual

Term

Aggregate Intrinsic

Value

Balance at December 28, 2013 16,320,655 $ 35.26 Options granted 2,601,423 55.26 Options exercised (3,610,773 ) 32.08 Options canceled (441,139 ) 44.39 Balance at December 27, 2014 14,870,166 39.26 7 years $ 367 million Exercisable at December 27, 2014 9,666,165 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 Mondelēz 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 Mondelēz International’s 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:

In February 2014, as part of our equity compensation program:

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 Mondelēz International stock-based compensation plans. As such, we were allocated stock-based compensation expense of $39 million in 2012 associated with these

Number

of Shares

Weighted Average Grant Date Fair Value Per Share

Balance at December 28, 2013 4,149,797 $ 44.99 Granted 1,697,965 57.49 Vested (1,424,627 ) 36.49 Forfeited (365,483 ) 51.52

Balance at December 27, 2014 4,057,652 52.62

• 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.

plans. In connection with the Spin-Off, we were required to reimburse Mondelēz International for their stock awards that were granted to our employees, and Mondelēz 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.

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:

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:

U.S. Plans Non-U.S. Plans

December 27,

2014 December 28,

2013 December 27,

2014 December 28,

2013

(in millions)

Benefit obligation at beginning of year $ 5,978 $ 7,130 $ 1,267 $ 1,418 Service cost 84 100 14 21 Interest cost 287 287 55 55 Benefits paid (518 ) (316 ) (80 ) (79 ) Actuarial losses / (gains) 1,160 (778 ) 153 (47 ) Plan amendments 16 9 — — Currency — — (101 ) (98 ) Settlements (13 ) (512 ) — — Curtailments — (3 ) — (9 ) Special termination benefits — 61 — 1 Other — — 4 5

Benefit obligation at end of year 6,994 5,978 1,312 1,267 Fair value of plan assets at beginning of year 5,721 5,460 1,253 1,089

Actual return on plan assets 629 654 194 144 Contributions 145 435 16 181 Benefits paid (518 ) (316 ) (80 ) (79 ) Currency — — (101 ) (82 ) Settlements (13 ) (512 ) — —

Fair value of plan assets at end of year 5,964 5,721 1,282 1,253 Net pension liability recognized at end of year $ (1,030 ) $ (257 ) $ (30 ) $ (14 )

December 27,

2014 December 28,

2013

(in millions)

Other assets $ 64 $ 162 Other current liabilities (19 ) (28 ) Accrued pension costs (1,105 ) (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:

We used the following weighted average assumptions to determine our benefit obligations under the pension plans at December 27, 2014 and December 28, 2013:

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:

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

U.S. Plans Non-U.S. Plans

December 27, 2014 December 28, 2013 December 27, 2014 December 28, 2013 (in millions)

Projected benefit obligation $ 6,994 $ 203 $ 55 $ 52 Accumulated benefit obligation 6,777 186 50 44 Fair value of plan assets 5,964 17 — —

U.S. Plans Non-U.S. Plans

December 27, 2014 December 28, 2013 December 27, 2014 December 28, 2013

Discount rate 4.17 % 4.94 % 3.87 % 4.56 % Rate of compensation increase 4.00 % 4.00 % 3.00 % 3.00 %

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 $ 84 $ 100 $ 32 $ 14 $ 21 $ 12 Interest cost 287 287 70 55 55 32 Expected return on plan

assets (325 ) (315 ) (105 ) (60 ) (57 ) (43 ) Actuarial losses / (gains) 783 (1,154 ) (41 ) 12 (128 ) 28 Amortization of prior service

costs 5 4 1 — — — Settlements 2 69 — — — — Curtailments 3 (3 ) — — (9 ) — Special termination benefits — 61 — — 1 —

Net pension cost / (benefit) $ 839 $ (951 ) $ (43 ) $ 21 $ (117 ) $ 29

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 market- based 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:

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:

U.S. Plans Non-U.S. Plans

December 27,

2014 December 28,

2013 December 29,

2012 December 27,

2014 December 28,

2013 December 29,

2012

Discount rate 4.86 % 4.34 % 3.85 % 4.56 % 4.00 % 4.03 % Expected rate of return on

plan assets 5.75 % 5.75 % 8.00 % 5.00 % 5.00 % 7.04 % Rate of compensation

increase 4.00 % 4.00 % 4.00 % 3.00 % 3.00 % 3.00 %

Asset Category Total Fair Value

Quoted Prices in Active Markets

for Identical Assets

(Level 1)

Significant Other

Observable Inputs

(Level 2)

Significant Unobservable

Inputs (Level 3)

(in millions)

Non-U.S. equity securities $ 544 $ 526 $ 18 $ — Pooled funds equity securities 2,694 6 2,688 —

Total equity securities 3,238 532 2,706 — Government bonds 776 625 151 — Pooled funds fixed-income securities 876 — 876 — Corporate bonds and other fixed-income securities 2,061 — 2,061 —

Total fixed-income securities 3,713 625 3,088 — Real estate 235 — — 235 Certain insurance contracts 53 — — 53 Other 7 7 — — Total $ 7,246 $ 1,164 $ 5,794 $ 288

The fair value of pension plan assets at December 28, 2013 was determined using the following fair value measurements:

Fair value measurements:

Changes in our Level 3 plan assets, which are recorded in operations, for the year ended December 27, 2014 included:

Asset Category Total Fair Value

Quoted Prices in Active Markets

for Identical Assets

(Level 1)

Significant Other

Observable Inputs

(Level 2)

Significant Unobservable

Inputs (Level 3)

(in millions)

Non-U.S. equity securities $ 645 $ 645 $ — $ — Pooled funds equity securities 3,123 6 3,117 —

Total equity securities 3,768 651 3,117 — Government bonds 719 621 98 — Pooled funds fixed-income securities 642 — 642 — Corporate bonds and other fixed-income securities 1,566 1 1,565 —

Total fixed-income securities 2,927 622 2,305 — Real estate 214 — — 214 Certain insurance contracts 57 — — 57 Other 8 8 — — Total $ 6,974 $ 1,281 $ 5,422 $ 271

• 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.

Asset Category

December 28, 2013

Balance

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 $ 214 $ 22 $ (1 ) $ — $ 235 Certain insurance contracts 57 1 (5 ) — 53 Total Level 3 investments $ 271 $ 23 $ (6 ) $ — $ 288

Changes in our Level 3 plan assets, which are recorded in operations, for the year ended December 28, 2013 included:

The percentage of fair value of pension plan assets at December 27, 2014 and December 28, 2013 was:

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:

Asset Category

December 29, 2012

Balance

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 $ 7 $ — $ (2 ) $ (5 ) $ —

Real estate 186 27 1 — 214 Certain insurance contracts 66 4 (13 ) — 57 Total Level 3 investments $ 259 $ 31 $ (14 ) $ (5 ) $ 271

U.S. Plans Non-U.S. Plans

Asset Category December 27,

2014 December 28,

2013 December 27,

2014 December 28,

2013

Equity securities 44 % 52 % 48 % 61 % Fixed-income securities 51 % 43 % 51 % 38 % Real estate 4 % 4 % —% —% Certain insurance contracts and other 1 % 1 % 1 % 1 %

Total 100 % 100 % 100 % 100 %

U.S. Plans Non-U.S. Plans (in millions)

2015 $ 401 $ 66 2016 407 66 2017 418 66 2018 426 66 2019 434 67 2020-2024 2,268 355

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:

We used the following weighted average assumptions to determine our postretirement benefit obligations at December 27, 2014 and December 28, 2013:

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 one- percentage-point change in assumed health care cost trend rates would have the following effects as of December 27, 2014:

December 27,

2014 December 28,

2013

(in millions)

Accrued benefit obligations at beginning of year $ 3,277 $ 3,738 Service cost 26 35 Interest cost 148 143 Benefits paid (190 ) (188 ) Actuarial losses / (gains) 418 (403 ) Plan amendments (75 ) (40 ) Currency (14 ) (14 ) Special termination benefits — 6 Other 1 —

Accrued benefit obligations at end of year $ 3,591 $ 3,277

December 27,

2014 December 28,

2013

Discount rate 4.08 % 4.69 % Health care cost trend rate assumed for next year 6.91 % 7.28 % Ultimate trend rate 5.00 % 5.03 % Year that the rate reaches the ultimate trend rate 2023 2023

One-Percentage-Point

Increase Decrease (in millions)

Effect on annual service and interest cost $ 25 $ (20 ) Effect on postretirement benefit obligation 433 (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:

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:

Future Benefit Payments: Our estimated future benefit payments for our postretirement health care plans at December 27, 2014 were:

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

(in millions)

Service cost $ 26 $ 35 $ 8 Interest cost 148 143 32 Actuarial losses / (gains) 370 (376 ) 188 Amortization of prior service credits (28 ) (26 ) (7 ) Special termination benefits — 5 — Net postretirement health care cost / (benefit) $ 516 $ (219 ) $ 221

December 27,

2014 December 28,

2013 December 29,

2012

Discount rate 4.69 % 3.89 % 3.61 % Health care cost trend rate 7.28 % 7.53 % 7.06 %

(in millions)

2015 $ 196 2016 196 2017 198 2018 199 2019 201

2020-2024 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:

We used the following weighted average assumptions to determine our other postemployment benefit obligations at December 27, 2014 and December 28, 2013:

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:

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 Mondel ēz International’s Pension and Other Postemployment Benefit Plans and the Spin-Off Impact

Prior to the Spin-off, Mondelēz 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 Mondelēz International. Accordingly, Mondelēz International transferred to us the plan assets and liabilities associated with our active, retired, and other former employees, including liabilities for

December 27,

2014 December 28,

2013

(in millions)

Accrued benefit obligation at beginning of year $ 55 $ 63 Service cost 2 2 Interest cost 2 2 Benefits paid (10 ) (6 ) Actuarial losses / (gains) 19 (2 ) Other (4 ) (4 )

Accrued benefit obligation at end of year $ 64 $ 55

December 27,

2014 December 28,

2013

Discount rate 2.86 % 3.10 % Assumed ultimate annual turnover rate 0.50 % 0.50 % Rate of compensation increase 4.00 % 4.00 %

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

Service cost $ 2 $ 2 $ 4 Interest cost 2 2 2 Actuarial losses / (gains) 14 (2 ) 1 Other 5 (1 ) — Net other postemployment cost $ 23 $ 1 $ 7

most of the retired North American Mondelēz International employees. We assumed net benefit plan liabilities of $5.5 billion from Mondelēz 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 Mondelēz International benefit plan costs allocated to us were $491 million in the first nine months of 2012 prior to the Spin- Off. 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 Mondelēz 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:

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.

December 27, 2014

Quoted Prices in Active Markets

for Identical Assets

(Level 1)

Significant Other Observable

Inputs (Level 2)

Significant Unobservable

Inputs (Level 3) Total Fair Value

Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities

Derivatives designated as hedging instruments:

Commodity contracts $ 2 $ 5 $ — $ — $ — $ — $ 2 $ 5 Foreign exchange contracts — — 80 — — — 80 — Derivatives not designated

as hedging instruments: Commodity contracts 46 99 — 4 — — 46 103 Total fair value $ 48 $ 104 $ 80 $ 4 $ — $ — $ 128 $ 108

December 28, 2013

Quoted Prices in Active Markets

for Identical Assets

(Level 1)

Significant Other Observable

Inputs (Level 2)

Significant Unobservable

Inputs (Level 3) Total Fair Value

Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities

Derivatives designated as hedging instruments:

Commodity contracts $ 5 $ 4 $ — $ — $ — $ — $ 5 $ 4 Foreign exchange contracts — — 48 — — — 48 — Derivatives not designated

as hedging instruments: Commodity contracts 39 20 1 1 — — 40 21 Total fair value $ 44 $ 24 $ 49 $ 1 $ — $ — $ 93 $ 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:

Cash Flow Hedges: Cash flow hedge activity, net of income taxes, within accumulated other comprehensive losses included:

The gains / (losses) on ineffectiveness recognized in pre-tax earnings were:

We record the pre-tax gain or loss reclassified from accumulated other comprehensive losses and the gain or loss on ineffectiveness in:

Notional Amount

December 27,

2014 December 28,

2013

(in millions)

Commodity contracts $ 1,543 $ 1,349 Foreign exchange contracts 1,074 901

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

(in millions)

Accumulated other comprehensive losses at beginning of period $ (129 ) $ (152 ) $ (18 ) Unrealized gains / (losses):

Commodity contracts 18 (16 ) (57 ) Foreign exchange contracts 38 36 (5 )

Interest rate contracts — — (137 )

56 20 (199 ) Transfer of realized (gains) / losses to earnings:

Commodity contracts (18 ) 26 49 Foreign exchange contracts (41 ) (31 ) 1 Interest rate contracts 7 8 19

(52 ) 3 69 Transfer of realized losses from Mondelēz International — — (4 )

Accumulated other comprehensive losses at end of period $ (125 ) $ (129 ) $ (152 )

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

(in millions)

Commodity contracts $ 1 $ — $ (4 ) Interest rate contracts — — (23 )

Total $ 1 $ — $ (27 )

• 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.

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:

Economic Hedges: Gains recorded in pre-tax earnings for economic hedges that are not designated as hedging instruments included:

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.

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 .

• 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 .

For the Years Ended Location of (Losses) / Gains

Recognized Earnings

December 27, 2014

December 28, 2013

December 29, 2012

(in millions) Commodity contracts $ 26 $ 14 $ 36 Cost of sales

Foreign exchange contracts 2 — —

Selling, general and administrative

expenses

$ 28 $ 14 $ 36

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):

Note 12. Income Taxes

Earnings before income taxes and the provision for income taxes consisted of the following:

2015 $ 106 2016 85 2017 62 2018 49 2019 41 Thereafter 84 Total $ 427

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

(in millions) Earnings before income taxes:

United States $ 1,117 $ 3,596 $ 2,156 Outside United States 289 494 297

Total $ 1,406 $ 4,090 $ 2,453

Provision for income taxes: United States federal:

Current $ 678 $ 591 $ 209 Deferred (336 ) 566 424

342 1,157 633 State and local:

Current (34 ) 34 54 Deferred (26 ) 61 43

(60 ) 95 97 Total United States 282 1,252 730 Outside United States:

Current 80 42 78 Deferred 1 81 3

Total outside United States 81 123 81 Total provision for income taxes $ 363 $ 1,375 $ 811

The effective income tax rate on pre-tax earnings differed from the U.S. federal statutory rate for the following reasons :

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.

Our 2013 effective tax rate was favorably impacted by $49 million of domestic manufacturing deductions, favorable tax rates in 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.

Our 2012 effective tax rate was favorably impacted by $66 million of domestic manufacturing deductions, favorable tax rates in 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:

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.

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

U.S. federal statutory rate 35.0 % 35.0 % 35.0 % Increase / (decrease) resulting from:

U.S. state and local income taxes, net of federal tax benefit 0.2 % 1.7 % 2.3 % Domestic manufacturing deduction (4.6 )% (1.2 )% (2.7 )% Foreign rate differences (2.2 )% (1.1 )% (1.1 )% Changes in uncertain tax positions (0.9 )% 0.2 % (0.8 )% Other (1.7 )% (1.0 )% 0.4 %

Effective tax rate 25.8 % 33.6 % 33.1 %

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

(in millions) Beginning of year $ 259 $ 258 $ 371

Increases from prior period tax positions 26 2 11 Decreases from prior period tax positions (74 ) (5 ) (90 ) Decreases from statute of limitations expirations (14 ) (28 ) — Increases from current period tax positions 67 39 16 Net transfers to Mondelēz International — — (9 ) Decreases relating to settlements with taxing authorities (3 ) (3 ) (33 ) Currency and other (5 ) (4 ) (8 )

End of year $ 256 $ 259 $ 258

We have entered into a tax sharing agreement with Mondelēz International, which provides that for periods prior to October 1, 2012, Mondelēz 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 Mondelēz International against U.S. state income taxes and Canadian federal and provincial income taxes.

Our U.S. operations were included in Mondelēz International’s U.S. federal consolidated income tax returns for tax periods through October 1, 2012. In August 2014, Mondelēz International reached a final resolution on a U.S. federal income tax audit of the 2007- 2009 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:

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.

December 27,

2014 December 28,

2013

(in millions) Deferred income tax assets:

Pension benefits $ 407 $ 104 Postretirement benefits 1,355 1,238 Other employee benefits 113 122 Other 471 497

Total deferred income tax assets 2,346 1,961 Valuation allowance (20 ) (3 )

Net deferred income tax assets $ 2,326 $ 1,958 Deferred income tax liabilities:

Trade names $ (828 ) $ (828 ) Property, plant and equipment (979 ) (949 ) Debt exchange (350 ) (384 ) Other (66 ) (65 )

Total deferred income tax liabilities (2,223 ) (2,226 )

Net deferred income tax assets / (liabilities) $ 103 $ (268 )

The components of, and changes in, accumulated other comprehensive losses were as follows (net of tax):

Amounts reclassified from accumulated other comprehensive losses in the years ended December 27, 2014 and December 28, 2013 were as follows:

Foreign Currency

Adjustments

Postemployment Benefit Plan Adjustments

Derivative Hedging

Adjustments

Total Accumulated Other

Comprehensive Losses

(in millions)

Balance at December 29, 2012 $ (359 ) $ 51 $ (152 ) $ (460 ) Other comprehensive (losses) / gains

before reclassifications (68 ) 19 20 (29 ) Amounts reclassified from

accumulated other comprehensive losses — (13 ) 3 (10 )

Net current-period other comprehensive (losses) / earnings (68 ) 6 23 (39 )

Balance at December 28, 2013 $ (427 ) $ 57 $ (129 ) $ (499 ) Other comprehensive (losses) / gains

before reclassifications (91 ) 36 56 1 Amounts reclassified from

accumulated other comprehensive losses — (12 ) (52 ) (64 )

Net current-period other comprehensive (losses) / earnings (91 ) 24 4 (63 )

Balance at December 27, 2014 $ (518 ) $ 81 $ (125 ) $ (562 )

Amount Reclassified from Accumulated Other Comprehensive

Losses

For the Years Ended

Details about Accumulated Other Comprehensive Losse s Components

December 27, 2014

December 28, 2013

Affected Line Item in the Statement Where

Net Income is Presented

(in millions) Derivative hedging (gains) / losses

Commodity contracts $ (30 ) $ 42 Cost of sales Foreign exchange contracts (17 ) (11 ) Cost of sales Foreign exchange contracts (50 ) (39 ) Interest and other expense, net

Interest rate contracts 13 12 Interest and other expense, net

Total before tax (84 ) 4 Earnings before income taxes

Tax benefit / (expense) 32 (1 ) Provision for income taxes

Net of tax $ (52 ) $ 3 Net earnings

Postemployment benefit plan adjustments Amortization of prior service credits $ (23 ) $ (22 ) (1)

Curtailments 3 — (1)

Total before tax (20 ) (22 ) Earnings before income taxes

Tax benefit 8 9 Provision for income taxes

Net of tax $ (12 ) $ (13 ) 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.

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.

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 & Desserts, Enhancers & Snack Nuts, and Canada. Our remaining businesses, including our Foodservice and Exports businesses, are aggregated and disclosed as “Other Businesses”.

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

(in millions, except per share data)

Basic EPS: Net earnings $ 1,043 $ 2,715 $ 1,642 Earnings allocated to participating securities 5 12 5

Earnings available to common shareholders - basic $ 1,038 $ 2,703 $ 1,637

Weighted average shares of common stock outstanding 593 594 591 Net earnings per share $ 1.75 $ 4.55 $ 2.77

Diluted EPS: Net earnings $ 1,043 $ 2,715 $ 1,642 Earnings allocated to participating securities 5 12 5

Earnings available to common shareholders - diluted $ 1,038 $ 2,703 $ 1,637

Weighted average shares of common stock outstanding 593 594 591 Effect of dilutive securities 5 5 5 Weighted average shares of common stock, including dilutive effect 598 599 596

Net earnings per share $ 1.74 $ 4.51 $ 2.75

• 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.

• Certain general corporate expenses (which are a component of selling, general and administrative expenses).

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 $ 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 $ 656 $ 634 $ 618 Refrigerated Meals 378 329 379 Beverages 384 349 260 Meals & Desserts 611 665 712 Enhancers & Snack Nuts 577 529 592 Canada 370 373 301 Other Businesses 263 227 180

Operating income 1,890 4,591 2,670 Interest and other expense, net (484 ) (501 ) (258 ) Royalty income from Mondelēz International — — 41

Earnings before income taxes $ 1,406 $ 4,090 $ 2,453

Total assets, depreciation expense, and capital expenditures by segment were:

(1) Unallocated assets consist primarily of cash and cash equivalents, deferred income taxes, prepaid pension assets, and derivative financial instrument balances.

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.

December 27,

2014 December 28,

2013

(in millions) Total Assets:

Cheese $ 4,528 $ 4,400 Refrigerated Meals 2,328 2,294 Beverages 2,632 2,593 Meals & Desserts 2,398 2,389 Enhancers & Snack Nuts 5,487 5,458 Canada 1,979 2,016 Other Businesses 1,626 1,597 Unallocated assets (1) 1,969 2,401

Total assets $ 22,947 $ 23,148

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

(in millions) Depreciation Expense:

Cheese $ 57 $ 92 $ 119 Refrigerated Meals 87 84 76 Beverages 72 69 72 Meals & Desserts 69 49 70 Enhancers & Snack Nuts 29 28 24 Canada 36 38 31 Other Businesses 34 33 36

Total depreciation expense $ 384 $ 393 $ 428

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

(in millions) Capital expenditures:

Cheese $ 152 $ 150 $ 84 Refrigerated Meals 110 80 83 Beverages 115 146 129 Meals & Desserts 50 68 63 Enhancers & Snack Nuts 37 33 37 Canada 53 60 33 Other Businesses 18 20 11

Total capital expenditures $ 535 $ 557 $ 440

Geographic data for net revenues and long-lived assets were:

Net revenues by product categories were:

Note 16. Quarterly Financial Data (Unaudited)

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

(in millions) Net revenues:

United States $ 15,753 $ 15,676 $ 15,752 Canada 2,177 2,302 2,306 Exports 275 240 213

Total net revenues $ 18,205 $ 18,218 $ 18,271

December 27,

2014 December 28,

2013

(in millions) Long-lived assets:

United States $ 16,536 $ 16,516 Canada 1,620 1,724

Total long-lived assets $ 18,156 $ 18,240

For the Years Ended

December 27,

2014 December 28,

2013 December 29,

2012

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

2014 Quarters

First Second Third Fourth

(in millions, except per share data) Net revenues $ 4,362 $ 4,747 $ 4,400 $ 4,696 Gross profit $ 1,560 $ 1,521 $ 1,292 $ 472 Net earnings / (loss) $ 513 $ 482 $ 446 $ (398 ) Per share data:

Basic earnings / (loss) per share $ 0.86 $ 0.81 $ 0.75 $ (0.68 ) Diluted earnings / (loss) per share $ 0.85 $ 0.80 $ 0.74 $ (0.68 ) Dividends declared $ 0.525 $ 0.525 $ — $ 1.10 Market price – high $ 56.56 $ 60.60 $ 61.10 $ 64.47

– low $ 50.54 $ 55.47 $ 53.33 $ 53.63

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 Accounta nts 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 Chang es in Internal Control Over Financial Reporting

Management’s annual report on internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) of the Exchange Act) is set forth below. The related report of our 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 Finan cial 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:

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

2013 Quarters

First Second Third Fourth

(in millions, except per share data) Net revenues $ 4,513 $ 4,716 $ 4,394 $ 4,595 Gross profit $ 1,470 $ 1,936 $ 1,486 $ 1,932 Net earnings $ 456 $ 829 $ 500 $ 931 Per share data:

Basic earnings per share $ 0.77 $ 1.39 $ 0.84 $ 1.56 Diluted earnings per share $ 0.76 $ 1.38 $ 0.83 $ 1.54 Dividends declared $ 0.50 $ 0.50 $ — $ 1.05 Market price – high $ 52.29 $ 57.84 $ 58.76 $ 55.93

– low $ 44.16 $ 49.79 $ 51.20 $ 51.72

• 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.

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 Corpora te 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.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matte rs.

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

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 Transac tions, 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.

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))

Plan Category (a) (b) (c)

Equity compensation plans approved by security holders 18,583,720 $ 39.26 43,343,318 (3)

Equity compensation plans not approved by security holders (1) 97,438 — 4,893,543

Total 18,681,158 $ 39.26 48,236,861

(1) 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.

(2) Includes vesting of RSUs and Performance Shares. (3) 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.

PART IV

Item 15. Exhibits and Financial Statement Schedule s.

Schedules other than those listed above have been omitted either because such schedules are not required or are not applicable.

(a) Index to Consolidated Financial Statements and Schedules

Page

Report of Independent Registered Public Accounting Firm 33 Consolidated Statements of Earnings for the Years Ended December 27, 2014, December 28, 2013, and December 29, 2012 34 Consolidated Statements of Comprehensive Earnings for the Years Ended December 27, 2014, December 28, 2013, and December 29, 2012 35 Consolidated Balance Sheets at December 27, 2014 and December 28, 2013 36 Consolidated Statements of Equity for the Years Ended December 27, 2014, December 28, 2013, and December 29, 2012 37 Consolidated Statements of Cash Flows for the Years Ended December 27, 2014, December 28, 2013, and December 29, 2012 38 Notes to Consolidated Financial Statements 39 Financial Statement Schedule-Valuation and Qualifying Accounts S-1

(b) The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:

2.1

Separation and Distribution Agreement between Mondelēz 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 Mondelēz 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)).

4.2

Supplemental Indenture No. 1 by and between Kraft Foods Group, Inc., Mondelēz 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., Mondelēz 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 Mondelēz International, Inc in 2000) and Citibank, N.A., as trustee, dated as of June 5, 1995 (incorporated by reference to Exhibit 4.1 to Mondelēz 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 Mondelēz 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 Mondelēz 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. 333- 183868)).+

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 Mondelēz 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)).+

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. 333- 35491)).+

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 Group’s 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.

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

/S/ JOHN T. CAHILL John T. Cahill

Director, Chairman and Chief Executive Officer

February 19, 2015

/S/ TERI LIST-STOLL Teri List-Stoll

Executive Vice President and Chief Financial Officer

February 19, 2015

/S/ MELINDA D. WHITTINGTON Melinda D. Whittington

Senior Vice President, Corporate Controller (Principal Accounting Officer)

February 19, 2015

/S/ ABELARDO E. BRU Abelardo E. Bru

Director

February 19, 2015

/S/ L. KEVIN COX L. Kevin Cox

Director

February 19, 2015

/S/ MYRA M. HART Myra M. Hart

Director

February 19, 2015

/S/ 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

/S/ MACKEY J. MCDONALD Mackey J. McDonald

Director

February 19, 2015

/S/ JOHN C. POPE John C. Pope

Director

February 19, 2015

/S/ E. FOLLIN SMITH

Director February 19, 2015

E. Follin Smith

/S/ W. ANTHONY VERNON W. Anthony Vernon

Director

February 19, 2015

Kraft Foods Group, Inc.

Valuation and Qualifying Accounts For the Years Ended December 27, 2014, December 28, 2013, and December 29, 2012

(in millions)

Notes:

S-1

Col. A Col. B Col. C Col. D Col. E

Additions

Description

Balance at Beginning of Period

Charged to Costs and Expenses

Charged to Other

Accounts Deductions

Balance at End of Period

(a) (b) 2014:

Allowances related to accounts receivable $ 26 $ (2 ) $ — $ 3 $ 21

Allowance for deferred taxes 3 20 — 3 20

$ 29 $ 18 $ — $ 6 $ 41 2013:

Allowances related to accounts receivable $ 28 $ 1 $ — $ 3 $ 26

Allowance for deferred taxes 26 — — 23 3

$ 54 $ 1 $ — $ 26 $ 29 2012:

Allowances related to accounts receivable $ 23 $ 9 $ — $ 4 $ 28

Allowance for deferred taxes 34 (4 ) — 4 26

$ 57 $ 5 $ — $ 8 $ 54

(a) Primarily related to divestitures and currency translation. (b) Represents charges for which allowances were created.

EXHIBIT 10.4

Kraft Foods Group, Inc.

Change in Control Plan for Key Executives

Adopted: October 2, 2012

As Amended Effective June 23, 2014

Kraft Foods Group, Inc.

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.

Annual Incentive Award Target

The annual incentive award that the Participant would receive in a fiscal year under the Management Incentive Plan or any comparable annual incentive plan if the target goals are achieved.

Cause As defined in Section 3.2(b)(i) of this Plan.

Change in Control

“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.

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 Board’s 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.

Date of Termination

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.

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 Company’s Chief Executive Officer, (ii) is serving in an executive position that reports directly to the Company’s 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 Participant’s 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.

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

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.

Separation Pay Multiple

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). 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.

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 .

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.

(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) 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; (ii) 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; (iii) 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;

(iv) the Employer requiring the Participant to travel on business to a substantially greater extent than required immediately prior to the Change in Control; or

(v) 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.

(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.

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 Non- Solicitation 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”):

(i) A termination for “Cause” shall have occurred where a Participant is terminated because of: a. 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.

(ii) 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.

(c) 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.

(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.

3.4. Certain Additional Payments by the Employer.

(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.

(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

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.

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 Participant’s adhering to the Non-Competition Agreement and the Non-Solicitation Agreement. Should the Participant violate the Non-Competition Agreement or Non- Solicitation 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 3.2(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 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

(ii) An amount (the “Reduced Amount”) that is one dollar less than the smallest amount that would give rise to any Excise Tax.

(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.

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 3.2(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 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 Participant’s 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.

KRAFT FOODS GROUP, INC.

By: /s/ Diane Johnson May

Diane Johnson May

Executive Vice President, Human Resources

EXHIBIT 10.7

Kraft Foods Group, Inc

Management Stock Purchase Plan

- PLAN DOCUMENT -

KRAFT FOODS GROUP, INC.

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 Company’s 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 Participant’s normal retirement, as defined in the Company’s U.S. tax qualified defined benefit pension plan or the affiliate’s 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 Participant’s retirement, provided that such Participant’s 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 Participant’s death, (iv) the effective date of the Participant’s disability (as defined under the terms of the Company’s or affiliate’s 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 Committee’s 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 Participant’s 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 Participant’s 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

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 Company’s of affiliate’s 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 Participant’s 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 Participant’s 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

(c) Other similar extraordinary and unforeseeable circumstances involving an uninsured loss arising from an event beyond the control of the Participant.

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 sub- plans 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 présentes déclarent avoir souhaité que la présente MSPP et tout document et avis s’y rattachant soient rédigés 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 claimant’s 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 Committee’s 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)

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 Company’s 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.

Target

Annual Base Salary $ 1,100,000

Annual Incentive Target Opportunity (Target equals 160% of base salary) $ 1,760,000

Long-Term Incentive Target Opportunity $ 6,640,000

Total Annual Compensation $ 9,500,000

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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:

Reason CEO Position No Longer Held

Unvested Awards

Vested Restricted Stock Units

Vested Stock Options

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 non- employee director)

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 exercise options for the full original term

Termination for cause Forfeited

Depending on reason for termination, Company may claw back shares

Options will be canceled immediately upon such termination

Death/Long-Term Disability Awards vest immediately

Shares owned by participant or designated beneficiary

Participant or designated beneficiary may exercise options for the full original term

Involuntary termination without cause

Pro rata vesting, with performance level of performance shares determined based on actual performance through the end of the performance cycle

Shares owned by participant or designated beneficiary

Participant may exercise options for the full original term

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1) continued failure to substantially perform the job’s 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:

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 Company’s 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 Company’s 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 then- current base salary for a period of 24 months following your termination date and payable in accordance with the Company’s normal payroll schedule. In the event your employment is terminated under circumstances that entitle you to severance benefits under the Company’s Change in

• For purposes of the stock awards, “cause” means:

• use of Company-provided aircraft for commuting between personal residence and the Company’s 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.

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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 Company’s 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 Kraft’s 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 six- month 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

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If you have any questions, you can reach me at (847) 646-2000.

Sincerely,

__/s/ Diane Johnson May___________________ Diane Johnson May Executive Vice President, Human Resources

I accept the offer as expressed above.

__/s/ John T. Cahill __________________ _ 12/17/2014 Signature Date John T. Cahill

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 Company’s most sensitive and valuable Company Confidential Information, (ii) the Company’s business habits, needs, pricing policies, purchasing policies, profit structures, and margins, (iii) the Company’s relationship with its customers, their buying habits, special needs, and purchasing policies, (iv) the Company’s 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

KRAFT FOODS GROUP, INC. 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 Company’s 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):

1. Vesting . Prior to the satisfaction of the Vesting Requirements set forth in the Schedule in the Award Statement (the “ 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 Optionee’s 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 Optionee’s 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 Optionee’s 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:

(a) In the event that the Optionee’s employment is terminated by reason of Early Retirement occurring after December 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;

(b) If employment is terminated by the Optionee (other than by Early Retirement occurring after December 31 of the

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;

year as the date of grant of the Option, the Optionee’s 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 Optionee’s 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 Optionee’s 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 Optionee’s 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 Optionee’s 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 Company’s 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 Optionee’s employer (the “ Employer ”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“ Tax- Related Items ”), is and remains the Optionee’s 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 Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further if the Optionee 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 (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 Optionee’s 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 Optionee’s behalf and at the Optionee’s 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 Company’s 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 Optionee’s 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 Optionee’s 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;

(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future 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;

(f) the Option and the Option Shares subject to the Option and the income and the value of 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;

(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;

(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the Optionee’s 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 Optionee’s 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;

(l) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Optionee’s participation in the Plan, or the Optionee’s acquisition or sale of the underlying shares of Common Stock;

(m) the Optionee is hereby advised to consult with the Optionee’s own personal tax, legal and financial advisors

regarding the Optionee’s 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

(ii) The Optionee acknowledges and agrees that neither the Company, the Employer nor any member of the Kraft Foods

Group shall be liable for any foreign exchange rate fluctuation between the Optionee’s 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 Optionee’s 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 Optionee’s 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 Optionee’s 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 Optionee’s 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 Optionee’s 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 Company’s 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 Optionee’s 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 Optionee’s 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 Optionee’s participation in the Plan. The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage the Optionee’s 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 Optionee’s 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 Optionee’s 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 Optionee’s ability to participate in the Plan. For more

information on the consequences of the Optionee’s 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 Optionee’s 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 Optionee’s 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 Optionee’s 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 Optionee’s 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 _______________,

______.

KRAFT FOODS GROUP, INC.

APPENDIX A

NON-COMPETITION AND NON-SOLICITATION COVENANTS

APPLICABLE TO CERTAIN EMPLOYEES

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.

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 Optionee’s 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 Company’s most sensitive confidential information, the disclosure and use of which would be harmful if used for the benefit of the Company’s competitors. Optionee recognizes that the Company’s 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 Company’s 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 Company’s 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 Optionee’s position and the Optionee’s Partners, and employee contacts, the Optionee recognizes that the Optionee will gain valuable information about (i) the Company’s most sensitive and valuable confidential information, (ii) the Company’s business habits, needs, pricing policies, purchasing policies, profit structures, and margins, (iii) the Company’s relationships with its customers, their buying habits, special needs, and purchasing policies, (iv) the Company’s relationships with its suppliers, their pricing habits, and purchasing policies, (v) the Company’s 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 Company’s competitors. Optionee acknowledges and agrees that any injury to the Company’s 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 Optionee’s employment, the Company is entitled to protection from the Optionee’s use of Company confidential information and the Partner, and employee relationships with which the Optionee has been entrusted by the Company during the Optionee’s employment. Optionee acknowledges and agrees that due to the nature of the Optionee’s role within the Company and the Company confidential information to which the Optionee will have access, the Optionee’s 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 Company’s most sensitive confidential information. Optionee also recognizes that if the Optionee’s 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 Optionee’s employment. Optionee also recognizes that merely limiting the Partners, and employees the Optionee can solicit after termination will not be sufficient to protect the Company’s legitimate business interests.

I. APPLICATION

II. RESTRICTIVE COVENANTS

b. Non-Competition and Non-Solicitation Obligations . Therefore, in exchange for receiving the Option, the

Optionee hereby explicitly agrees that, during the Optionee’s employment and for a period of 12 months following the termination of the Optionee’s 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 Optionee’s 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 Company’s operations, the geographic restrictions contained in the above restrictions are reasonable to protect the Company’s 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 Company’s business and Optionee’s 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 Optionee’s 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 Optionee’s 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 Optionee’s 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 Optionee’s 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).

If the Optionee violates any agreement between the Optionee and the Company or its Affiliates with respect to non- competition, 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 Optionee’s 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 Optionee’s 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 Company’s or an affiliate’s 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.

III. RECOUPMENT OF PROCEEDS

APPENDIX B

ADDITIONAL TERMS AND CONDITIONS OF THE

KRAFT FOODS GROUP, INC. 2012 PERFORMANCE INCENTIVE PLAN

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 Optionee’s 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 Optionee’s 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 TERMS AND CONDITIONS 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 Company’s 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 à la langue utilisée . Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente 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 KRAFT FOODS GROUP, INC.

PERFORMANCE SHARE PLAN (PSP)

([____] - [_____] Performance Cycle)

AWARD AGREEMENT

1. Grant of PSP Award .

(a) PSP Award . In consideration of the Participant’s 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 Participant’s 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 Company’s 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.

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-by- country 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 Participant’s death or termination of the Participant’s active employment with the Company (or an Affiliate) as a result of the Participant’s 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 Participant’s death or termination of the Participant’s active employment with the Company (or an Affiliate) as a result of the Participant’s 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 Participant’s Participation Period Factor.

(f) “PSP Award Target” means an amount equal to (i) a percentage of the Participant’s 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) “Participant’s 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.

(ii) Retirement . In the event a Participant’s active employment with the Company (or an Affiliate) terminates prior to the last date of the applicable Performance Cycle as a result of the Participant’s 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 Participant’s 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 Participant’s 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 Participant’s 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 Participant’s 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 Participant’s 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 Participant’s death or termination resulting from Disability shall be paid within 75 days following the Participant’s 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 Participant’s 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 Participant’s 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 Participant’s 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 Participant’s 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 Participant’s behalf and at the Participant’s 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 Participant’s 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 Participant’s 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 Company’s 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 Participant’s 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 Participant’s 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 Participant’s 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 Participant’s 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 oth er form, of the Participant’ s personal data as described in this Agreement and any other PSP Award grant materials by and among, a s applicable, the Employer, the Company and its Affil iates for the exclusive purpose of implementing, ad ministering and managing the Participant’s receipt of the PSP Award .

The Participant understands that the Company and th e Employer may hold certain personal information ab out the Participant, including, but not limited to, the Par ticipant’ s name, home address and telephone number, date of birth, social insurance number or other identification number, sa lary, nationality, job title, any shares of stock o r 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 Participant’ s favor, for the exclusive purpose of implementing, administering and managing the PSP Award (“Data”).

The Participant understands that Data will be trans ferred to UBS Financial Services (“UBS”), or such other stock plan service provider as may be selected by the Com pany in the future, which is assisting the Company with the implementation, administration and management of th e PSP Award. The Participant understands that the r ecipients of the Data may be located in the United States or elsewhe re, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than th e Participant’ s country. If the Participant resides outside the U nited 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 loc al human resources representative. The Participant authorizes the Company, UBS and any other possible recipients whic h may assist the Company (presently or in the futur e) with implementing, administering and managing the PSP Aw ard to receive, possess, use, retain and transfer t he Data, in electronic or other form, for the sole purpose of i mplementing, administering and managing his or her participation in the PSP Award. The Participant understands that Data wi ll be held only as long as is necessary to implemen t, administer and manage the Participant’ s receipt of the PSP Award. If the Participant resi des outside the United States, the Participant understands that he or she may, at any time, view D ata, request additional information about the stora ge and processing of Data, require any necessary amendments to Data o r refuse or withdraw the consents herein, in any ca se without cost, by contacting in writing his or her local human res ources representative. The Participant understands, however, that refusing or withdrawing his or her consent may affe ct the Participant’ s ability to receive the PSP Award. For more information on the consequences of the Participant’ s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her l ocal 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 Participant’s employment continues and for such period of time after the termination of the Participant’s 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 Committee’s 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 PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY OR AN AFFILIATE TO TERMINATE THE PARTICIPANT’S 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 Participant’s 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 Participant’s termination of employment, the applicable shares shall be transferred to the Participant or his or her beneficiary upon the Participant’s “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 Participant’s 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 Participant’s 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 Participant’s 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 Participant’s 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 Participant’s 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 __________, _____.

KRAFT FOODS GROUP, INC.

APPENDIX A

NON-COMPETITION AND NON-SOLICITATION COVENANTS APPLICABLE TO CERTAIN EMPLOYEES

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.

(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 Participant’s role and position within the Company, Participant will be provided with specialized training and given access to, or be responsible for the development of, some of the Company’s most sensitive confidential information, the disclosure and use of which would be harmful if used for the benefit of the Company’s competitors. Participant recognizes that the Company’s 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 Company’s 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 Company’s 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 Participant’s position and Participant’s Partners, and employee contacts, Participant recognizes that Participant will gain valuable information about (i) the Company’s most sensitive and valuable confidential information, (ii) the Company’s business habits, needs, pricing policies, purchasing policies, profit structures, and margins, (iii) the Company’s relationships with its customers, their buying habits, special needs, and purchasing policies, (iv) the Company’s relationships with its suppliers, their pricing habits, and purchasing policies, (v) the Company’s 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 Company’s competitors. Participant acknowledges and agrees that any injury to the Company’s 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 Participant’s employment, the Company is entitled to protection from Participant’s use of Company confidential information and the Partner, and employee relationships with which Participant has been entrusted by the Company during Participant’s employment. Participant acknowledges and agrees that due to the nature of Participant’s role within the Company and the Company confidential information to which Participant will have access, Participant’s 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 Company’s most sensitive confidential information. Participant also recognizes that if Participant’s employment terminates, the Company will be required to rebuild the Partner, and employee relationships with which Participant has been entrusted by the Company during Participant’s employment. Participant also recognizes that merely limiting the Partners, and employees Participant can solicit after termination will not be sufficient to protect the Company’s 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 Participant’s employment and for a period of 12 months following the termination of the Participant’s 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

I. APPLICATION

II. RESTRICTIVE COVENANTS

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 Participant’s 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 Company’s operations, the geographic restrictions contained in the above restrictions are reasonable to protect the Company’s 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 Company’s business and Participant’s 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 Participant’s 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 Participant’s 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 Participant’s 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 breaches, until the resolution of the breach through private settlement, judicial or other action, including all appeals.

(f) Remedies. The Participant acknowledges and agrees that, in the event of a breach or threatened breach of the Participant’s 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 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 Participant 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 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).

If the Participant violates any agreement between the Participant and the Company or its Affiliates with respect to non- competition, 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 Participant’s 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 Participant’s 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 Company’s or an affiliate’s 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.

III. RECOUPMENT OF PROCEEDS

APPENDIX B

ADDITIONAL TERMS AND CONDITIONS OF THE

PSP AWARD AGREEMENT

TERMS AND CONDITIONS

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 Participant’s 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 Participant’s 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

TERMS AND CONDITIONS

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 Company’s 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.

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 à la langue utilisée . Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

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

KRAFT FOODS GROUP, INC. 2012 PERFORMANCE INCENTIVE PLAN

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.

1. Restrictions . Subject to Section 2 below, the restrictions on the Restricted Shares shall lapse and the Restricted 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.

2. Termination of Employment Before Vesting Date . In the event of the termination of the Employee’s employment with the Kraft Foods Group prior to the Vesting Date due to death or Disability (as defined below in Section 18) or upon the Employee’s 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 Employee’s 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 Employee’s 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 Employee’s 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 Employee’s 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 Employee’s 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.

5. Withholding Taxes . The Employee acknowledges that, regardless of any action taken by the Company or, if different, the Employee’s employer (the “ Employer ”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee (“ Tax-Related Items ”), is and remains the Employee’s 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 Employee’s 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 Employee’s 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 Employee’s behalf and at the Employee’s 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 Employee’s 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 Employee’s participation in the Plan.

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 Employee’s 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 non- solicitation 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 Employee’s 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.

8. Special Payment Provisions . Notwithstanding anything in this Agreement to the contrary, if the Employee (i) is 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 Employee’s 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.

10. Agreement Subject to the Plan . This Agreement is subject to the provisions of the Plan and shall be interpreted in 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.

11. Award Confers No Rights to Continued Employment . Nothing contained in the Plan shall give any employee the 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:

(b) the award of Restricted Shares is voluntary and occasional and does not create any contractual or other right to receive future Awards of, or benefits in lieu of Restricted Shares, even if Restricted Shares have been awarded in the past;

(d) the Employee’s participation in the Plan is voluntary;

(e) the Restricted Shares and the shares of Common Stock subject to the Restricted Shares are not intended to replace any pension rights or compensation;

(f) the Award of Restricted Shares and the shares of Common Stock subject to the Restricted Shares and the 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;

(g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be 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 Employee’s 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 Employee’s participation in the Plan or Employee’s acquisition or sale of the underlying shares of Common Stock;

(j) the Employee is hereby advised to consult with the Employee’s own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan;

(k) the award of Restricted Shares and the benefits evidenced by this Agreement do not create any entitlement, not 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 Company’s Common Stock;

(l) if the Employee is, as of the Award Date, designated in Salary Band G or above, the Restricted Shares shall 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:

(A) the Restricted Shares and the shares of Common Stock subject to the Restricted Shares are not part

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 Employee’s 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 Employee’s sale of such shares.

13. Data Privacy . The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in 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 Employee’s 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 Employee’s 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 Employee’s 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 Company’s 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 Employee’s 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 Employee’s 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 Employee’s participation in the Plan. The Employee understands that Data will be held only as long as is necessary to implement, administer and manage the Employee’s 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 Employee’s 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 Employee’s employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Employee’s 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 Employee’s ability to participate in the Plan. For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that he or she may contact the Employee’s local human resources representative .

14. 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 request the Employee’s 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.

18. Miscellaneous . 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 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 Employee’s 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 Employee’s consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Common Stock.

20. Agreement Severable . In the event that any provision in this Agreement will be held invalid or unenforceable, such 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.

21. 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.

22. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Employee’s 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 Employee’s 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 _____________, ____________.

KRAFT FOODS GROUP, INC.

APPENDIX A

NON-COMPETITION AND NON-SOLICITATION COVENANTS

APPLICABLE TO CERTAIN EMPLOYEES

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.

(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 Employee’s role and position within the Company, the Employee will be provided with specialized training and given access to, or be responsible for the development of, some of the Company’s most sensitive confidential information, the disclosure and use of which would be harmful if used for the benefit of the Company’s competitors. The Employee recognizes that the Company’s 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 Company’s 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 Company’s 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 Employee’s position and Employee’s Partners, and employee contacts, the Employee recognizes that the Employee will gain valuable information about (i) the Company’s most sensitive and valuable confidential information, (ii) the Company’s business habits, needs, pricing policies, purchasing policies, profit structures, and margins, (iii) the Company’s relationships with its customers, their buying habits, special needs, and purchasing policies, (iv) the Company’s relationships with its suppliers, their pricing habits, and purchasing policies, (v) the Company’s 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 Company’s competitors. The Employee acknowledges and agrees that any injury to the Company’s 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 Employee’s employment, the Company is entitled to protection from the Employee’s use of Company confidential information and the Partner, and employee relationships with which the Employee has been entrusted by the Company during the Employee’s employment. The Employee acknowledges and agrees that due to the nature of the Employee’s role within the Company and the Company confidential information to which the Employee will have access, the Employee’s 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 Company’s most sensitive confidential information. The Employee also recognizes that if the Employee’s 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 Employee’s 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 Company’s legitimate business interests.

I. APPLICATION

II. RESTRICTIVE COVENANTS

(b) Non-Competition and Non-Solicitation Obligations . Therefore, in exchange for receiving the Restricted Shares, the

Employee hereby explicitly agrees that, during the Employee’s employment and for a period of 12 months following the termination of the Employee’s 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.

(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 Employee’s 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 Employee’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 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.

(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 Employee’s 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.

geographic restrictions to the above restrictions are reasonable to protect the Company’s 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 Company’s business and Employee’s 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 Employee’s 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.

(d) Direct or Indirect Violations . The Employee acknowledges and agrees that the Employee will be in violation of this 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 Employee’s 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 Employee’s 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 breaches, until the resolution of the breach through private settlement, judicial or other action, including all appeals.

(f) Remedies . The Employee acknowledges and agrees that, in the event of a breach or threatened breach of the Employee’s 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 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 Employee 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 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).

If the Employee violates any agreement between the Employee and the Company or its Affiliates with respect to non- competition, 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 Employee’s 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 Company’s or an affiliate’s 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.

III. RECOUPMENT OF PROCEEDS

APPENDIX B

ADDITIONAL TERMS AND CONDITIONS OF THE

KRAFT FOODS GROUP, INC.

2012 PERFORMANCE INCENTIVE PLAN

GLOBAL RESTRICTED STOCK UNIT AGREEMENT

TERMS AND CONDITIONS

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 Employee’s 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 Employee’s 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 TERMS AND CONDITIONS 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 Company’s 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. 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 à la langue utilisée . Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention. 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 Executive’s 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 Executive’s 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 Kraft’s Board of Directors. In addition, Executive agrees to serve as a director of Kraft until Kraft’s 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 Kraft’s 2015 Annual Meeting of Shareholders will be a pro-rated portion of the annual cash compensation provided to Kraft’s non-employee directors.

3. In accordance with the Letter Agreement and subject to (i) Paragraph 10 hereof, (ii) Executive’s execution and non-revocation of this Agreement, (iii) Executive’s 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) Executive’s 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 Company’s 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, Executive’s 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 Kraft’s 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 Executive’s period of continued coverage under the Company’s 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 non- grandfathered portion of Executive’s Supplemental Thrift Plan benefits are required to be delayed six months following the Retirement Date. Therefore, Executive’s 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 Executive’s 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 Executive’s 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. The Executive’s restricted stock and restricted stock units in Kraft ( f. “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 Executive’s 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 Mondelçz 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 Mondelçz 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 Executive’s 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.

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 Kraft’s 2015 Annual Meeting of Shareholders.

5. As consideration for Kraft’s 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

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.

n. Kraft acknowledges that neither the death nor disability of the Executive after the date hereof will reduce or eliminate its obligations to Executive hereunder.

o. The Executive agrees that the Company may deduct all required tax withholdings in accordance with the Company’s administrative procedures as in effect from time to time.

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 non- public 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 Kraft’s 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 Executive’s 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 Executive’s 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 Association’s (“AAA”) Employment Arbitration Rules and Mediation Procedures from a panel submitted by the AAA and the hearing shall be held in Chicago, Illinois. The arbitrator’s 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 Executive’s 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 Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the six-month anniversary of the Executive’s separation from service or (ii) the date of Executive’s 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 Executive’s 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) Executive’s 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

Date: 12/18/2014

ACCEPTED FOR KRAFT FOODS GROUP, INC.

By: /s/ Diane Johnson May Diane Johnson May

Title: Executive Vice President, Human Resources

Date: 12/17/2014

EXHIBIT 21.1

Kraft Foods Group, Inc. List of Subsidiaries as of February 19, 2015

Company Name Jurisdiction of Incorporation

Battery Properties, Inc. Delaware Boca Foods Company Delaware Capri Sun, Inc. Delaware Churny Company, Inc. Delaware Claussen Pickle Co. Delaware Garland BBQ Company Delaware KFG Management Services LLC Delaware KFG Netherlands Holdings C.V. Netherlands Kraft Canada Inc. Canada Kraft Food Ingredients Corp. Delaware Kraft Foods Group Brands LLC Delaware Kraft Foods Group Exports LLC Delaware Kraft Foods Group Foundation Illinois Kraft Foods Group Holdings LLC Delaware Kraft Foods Group International Holdings LLC Delaware Kraft Foods Group Netherlands Holdings B.V. Netherlands Kraft Foods Group Puerto Rico LLC Puerto Rico Kraft New Services, Inc. Delaware Nature’s Delicious Foods Group LLC Delaware Perdue Trademark Subsidiary, Inc. Delaware Phenix Management Corporation Delaware Pollio Italian Cheese Company Delaware Seven Seas Foods, Inc. Delaware The Heritage Cemetery Association Delaware The Yuban Coffee Company Illinois Vict. Th. Engwall LLC 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 10-K.

/s/ P RICEWATERHOUSE C OOPERS LLP Chicago, Illinois February 19, 2015

EXHIBIT 31.1

Certifications

I, John T. Cahill, certify that:

Date: February 19, 2015 /s/ John T. Cahill John T. Cahill Chairman and Chief Executive Officer

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

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

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

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

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

EXHIBIT 31.2

Certifications

I, Teri List-Stoll, certify that:

Date: February 19, 2015

/s/ Teri List-Stoll Teri List-Stoll Executive Vice President and Chief Financial Officer

1. I have reviewed this Annual Report on Form 10-K of Kraft Foods Group, Inc.;

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

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 Kraft’s 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 Kraft’s Annual Report on Form 10-K fairly presents, in all material respects, Kraft’s financial condition and results of operations. /s/ John T. Cahill John T. Cahill Chairman and Chief Executive Officer 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 Kraft’s 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 Kraft’s Annual Report on Form 10-K fairly presents, in all material respects, Kraft’s financial condition and results of operations. /s/ Teri List-Stoll Teri List-Stoll Executive Vice President and Chief Financial Officer 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.