Goodwill and Intangible Assets (Notes) |
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| Intangible Asset, Goodwill and Other [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and Intangible Assets | Goodwill and Intangible Assets As described in Note 1, Basis of Presentation, effective July 1, 2026, we combined our WEEM and AEM operating segments to form the Emerging Markets operating segment. Additionally, we moved the remaining European countries within the WEEM operating segment into the Europe and Pacific Developed Markets operating segment. Subsequently, we manage our operating results through three operating segments, all of which are reportable segments: North America, Europe and Pacific Developed Markets, and Emerging Markets. The reorganization resulted in a change to our operating and reportable segments and impacted how we define our existing reporting units, resulting in a goodwill triggering event as further discussed below. Goodwill: Changes in the carrying amount of goodwill, by segment, were (in millions):
2026 Year-to-Date Goodwill Impairment Testing Q3 2026 Goodwill Impairment Testing We performed our 2026 annual impairment test as of June 28, 2026, which was the first day of our third quarter of 2026. We performed a qualitative impairment test, given the proximity of our annual impairment test date to the interim impairment test performed as of the end of the second quarter of 2026. We did not identify any impairments to goodwill as a result of our annual impairment test. In addition, as of July 1, 2026, the organizational changes discussed above resulted in a change to certain reporting units. Our Western Europe (“WE”); Europe, Middle East, Africa (“EMEA East”); and Asia reporting units were reorganized into four reporting units: Europe; EurAsia; China; and Middle East and Africa (“MEA”). Our Australia, New Zealand, and Japan (“ANJ”); Latin America (“LATAM”); and all North America reporting units remained unchanged. As a result of this reorganization, we reassigned assets and liabilities to the Europe, EurAsia, China, and MEA reporting units and allocated goodwill using the relative fair value approach. We performed an interim impairment test on the affected reporting units on both a pre- and post-reorganization basis. We performed our pre-reorganization impairment test as of July 1, 2026, and did not identify any impairments. We performed our post-reorganization impairment test of the new China, EurAsia, and MEA reporting units within our Emerging Markets segment, and the new Europe reporting unit in our Europe and Pacific Developed Markets segment. We utilized the discounted cash flow method under the income approach to estimate the fair value of our reporting units. As a result of our post-reorganization impairment test, we recognized non-cash goodwill impairment losses of $69 million in SG&A in the third quarter of 2026, all of which related to our EurAsia reporting unit within our Emerging Markets segment. The goodwill impairment was primarily driven by the Indonesia business, which had a carrying amount exceeding its fair value and was transferred from the former Asia reporting unit to the new EurAsia reporting unit as part of the reorganization. As of their latest impairment test, the goodwill carrying amount was $10.1 billion in our Taste Elevation (“TE”) reporting unit, $7.3 billion in our Hydration, Desserts, & Meals (“HDM”) reporting unit, $1.2 billion in our Meat, Cheese, Coffee, & Snacks (“MCCS”) reporting unit, $650 million in our Europe reporting unit, $258 million in our China reporting unit, and $80 million in our Away From Home & Kraft Heinz Ingredients (“AFH”) reporting unit. There is no goodwill remaining in our ANJ, Canada, EurAsia, MEA, LATAM, and Other North America reporting units. As of September 26, 2026, we maintain 12 reporting units globally, six of which comprise our goodwill balance. These six reporting units had an aggregate goodwill carrying amount of $19.6 billion at September 26, 2026. Accumulated impairment losses to goodwill were $22.7 billion as of September 26, 2026, and $20.2 billion as of December 27, 2025. Q2 2026 Goodwill Impairment Testing In the second quarter of 2026, we concluded that the sustained decline in our share price and market capitalization, along with significant downside volatility during the second quarter, constituted a triggering event requiring an interim goodwill impairment assessment for all of our reporting units. We utilized the discounted cash flow method under the income approach to estimate the fair value of our reporting units. As a result of the interim impairment test, we recognized non-cash goodwill impairment losses of $1.7 billion in SG&A in the second quarter of 2026, of which $788 million related to our Western Europe (“WE”) reporting unit within our Europe and Pacific Developed Markets segment, as well as $656 million related to our HDM reporting unit, $217 million related to our Elevation reporting unit, and $55 million related to our Canada reporting unit within our North America segment. The goodwill impairments were driven by a combination of the market’s perceived risk of our ability to achieve future cash flow projections and the inclusion of updated cash flow expectations, which reflect the previously announced investments in marketing, sales, and R&D, as well as the allocation of those investments to reporting units and brands. These investments are expected to strengthen the competitive positioning of our brands; however, we believe the market remains uncertain as to the Company’s ability to achieve the plan. Additionally, as of the last day of the second quarter of 2026, we separated the Elevation reporting unit into two reporting units, TE and AFH, in an effort to drive focus and clarity in our organizational structure and reporting processes. As a result of this reorganization, we reassigned assets and liabilities and reallocated the existing goodwill, using the fair value approach, from the former Elevation reporting unit into the new reporting units, TE and AFH. We performed our pre- and post-reorganization impairment tests as of June 27, 2026, which was the last day of the second quarter of 2026. We utilized the discounted cash flow method under the income approach to estimate the fair value as of June 27, 2026. As a result of our post-reorganization impairment test, we recognized non-cash goodwill impairment losses of $725 million in SG&A related to the AFH reporting unit within our North America segment. The impairment charge was largely due to the AFH business having a higher asset base supporting a lower margin business compared to the Taste Elevation business. 2025 Year-to-Date Goodwill Impairment Testing Q3 2025 Goodwill Impairment Testing As of the first day of the third quarter of 2025, certain organizational changes occurred that resulted in a change to the reporting unit composition within our North America segment. Our six North America reporting units — Taste Elevation, Ready Meals and Snacking (“TMS”), Hydration & Desserts (“HD”), Meat & Cheese (“MC”), Away from Home & Kraft Heinz Ingredients (“AFH”), Canada and North America Coffee (“CNAC”), and Other North America — were reorganized into five reporting units: Elevation; Hydration, Desserts, & Meals (“HDM”); MCCS; Canada; and Other North America. As a result of this reorganization, we reassigned assets and liabilities to the applicable reporting units and allocated goodwill using the relative fair value approach. We performed an interim impairment test on the affected reporting units on both a pre- and post-reorganization basis. We performed our pre-reorganization impairment test as of June 29, 2025, which was our first day of the third quarter of 2025. There were five reporting units affected by the reassignment of assets and liabilities that maintained a goodwill balance as of our pre-reorganization impairment test date. These reporting units were TMS, HD, MC, AFH, and CNAC. Our Other North America reporting unit did not have a goodwill balance as of our pre-reorganization impairment test date. As part of our pre-reorganization impairment test, we utilized the discounted cash flow method under the income approach to estimate the fair values as of June 29, 2025 for the five reporting units noted above. As a result of our pre-reorganization impairment test, we concluded that the fair value of these reporting units exceeded their carrying amounts and no impairment was recorded. We performed our post-reorganization impairment test in conjunction with our 2025 annual impairment test and tested the new North America reporting units (Elevation, HDM, MCCS, Canada, and Other North America) along with the reporting units in our Europe and Pacific Developed Markets and Emerging Markets segments. We tested our reporting units for impairment as of the first day of our third quarter, which was June 29, 2025 for our 2025 annual impairment test. We utilized the discounted cash flow method under the income approach to estimate the fair value of our reporting units. As a result of our 2025 annual impairment test, we determined that the fair value of each of the reporting units tested was in excess of its carrying amount and no impairments were recorded. Q2 2025 Goodwill Impairment Testing During the second quarter of 2025, we concluded that the sustained decline in our share price and market capitalization was a triggering event requiring an interim goodwill impairment assessment for all reporting units. We performed an interim impairment test (“Q2 2025 Impairment Test”) as of the last day of our second quarter, June 28, 2025, and utilized the discounted cash flow method under the income approach to estimate the fair value of our reporting units. As a result, we recognized non-cash goodwill impairment losses of $6.7 billion in SG&A in the second quarter of 2025, of which $3.1 billion related to our Taste Elevation, Ready Meals and Snacking (“TMS”) reporting unit, $1.6 billion related to our Meat & Cheese (“MC”) reporting unit, $805 million related to our Canada and North America Coffee (“CNAC”) reporting unit, and $400 million related to our Away from Home & Kraft Heinz Ingredients reporting unit within our North America segment, as well as $819 million related to our WE reporting unit within our Europe and Pacific Developed Markets segment. The impairments of our TMS, AFH, WE, MC, and CNAC reporting units were primarily due to the market’s perceived risk of our ability to achieve our future cash flow projections, due, in part, to uncertainty in the macroeconomic environment in which we operate. The impairment of our MC reporting unit was also partially driven by a reduction of future long-term growth assumptions. Additional Goodwill Considerations As of their latest quantitative impairment test, our TE, HDM, Europe, and AFH reporting units had less than 5% fair value over carrying amount with an aggregate goodwill carrying amount of $18.2 billion. Our MCCS reporting unit had between 5% to 10% fair value over carrying amount and an aggregate carrying amount of $1.2 billion, and our China reporting unit had 20-50% fair value over carrying amount and an aggregate carrying amount of $258 million. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions, and to consider the market multiples of certain peer and guideline companies. These assumptions and estimates include estimated future annual cash flows (including net sales, cost of products sold, SG&A, depreciation and amortization, working capital, and capital expenditures), income tax rates, discount rates, long-term growth rates, royalty rates, and other market factors. As part of each reporting unit’s latest impairment test, we used discount rates ranging from 6.8% to 13.5% and long-term growth rates ranging from 0.0% to 4.0%. If current expectations of future growth rates and margins are not met, if market factors outside of our control change (such as discount rates, market capitalization, income tax rates, foreign currency exchange rates, or inflation), or if management’s expectations or plans otherwise change (including updates to our long-term operating plans), then one or more of our reporting units might become impaired in the future. Additionally, any decisions to divest certain non-strategic assets could lead to future goodwill impairments. Indefinite-lived intangible assets: Changes in the carrying amount of indefinite-lived intangible assets, which primarily consisted of trademarks, were (in millions):
Our indefinite-lived intangible asset balance primarily consists of a number of individual brands, which had an aggregate carrying amount of $29.2 billion at September 26, 2026. 2026 Year-to-Date Indefinite-Lived Intangible Asset Impairment Testing Q3 2026 Indefinite-Lived Intangible Asset Impairment Testing We performed our 2026 annual impairment test as of June 28, 2026, which was the first day of our third quarter of 2026. We performed a qualitative impairment test, given the proximity of our annual impairment test date to the interim impairment test performed as of the end of the second quarter of 2026. We did not identify any indefinite-lived intangible asset impairments as a result of our annual impairment test. Q2 2026 Indefinite-Lived Intangible Asset Impairment Testing In the second quarter of 2026, we concluded that the sustained decline in our share price and market capitalization, along with the significant downside volatility in our share price during the second quarter, constituted a triggering event requiring an interim indefinite-lived intangible asset impairment assessment of our brands. As part of the interim impairment test, we utilized the multi-period excess earnings and relief from royalty method under the income approach to estimate the fair value of our indefinite-lived intangible assets. As a result, we recognized non-cash intangible asset impairment losses of $4.9 billion in SG&A in the second quarter of 2026, of which $3.4 billion related to Kraft, $660 million related to Oscar Mayer, $445 million related to Lunchables, and $379 million related to five other brands in our North America segment. We recorded a $48 million impairment to one brand in our Emerging Markets segment and $10 million to one brand in our Europe and Pacific Developed Markets segment. The impairments of these brands were driven by a combination of the market’s perceived risk of our ability to achieve future revenue and margin growth projections and the inclusion of updated cash flow expectations, which reflect the previously announced investments in marketing, sales, and R&D, as well as the allocation of those investments to reporting units and brands. These investments are expected to strengthen the competitive positioning of our brands; however, we believe the market remains uncertain as to the Company’s ability to achieve the plan. After these impairments, the aggregate carrying amount of these brands was $9.3 billion. 2025 Year-to-Date Indefinite-Lived Intangible Asset Impairment Testing Q3 2025 Indefinite-Lived Intangible Asset Impairment Testing We performed our 2025 annual impairment test as of June 29, 2025, which was the first day of our third quarter of 2025. As part of the annual impairment test, we utilized the multi-period excess earnings and relief from royalty methods under the income approach to estimate the fair value of our indefinite-lived intangible assets. As a result of our 2025 annual impairment test, we concluded that the fair value of these brands exceeded their carrying amounts and no impairment was recorded. Q2 2025 Indefinite-Lived Intangible Asset Impairment Testing During the second quarter of 2025, we concluded that the sustained decline in our share price and market capitalization was a triggering event requiring an interim indefinite-lived intangible asset impairment assessment for our brands. As part of the Q2 2025 Impairment Test, we utilized the multi-period excess earnings and relief from royalty method under the income approach to estimate the fair value of our indefinite-lived intangible assets. As a result, we recognized non-cash intangible asset impairment losses of $2.6 billion in SG&A in the second quarter of 2025, of which $1.9 billion related to Kraft, $382 million related to Velveeta, $175 million related to Lunchables, $100 million related to Maxwell House, and $42 million related to two other brands in our North America segment, consistent with ownership of the trademarks. The impairments of these brands were primarily due to the market’s perceived risk of our ability to achieve our future year revenue growth and margin growth assumptions, due in part to uncertainty in the macroeconomic environment in which we operate. Additional Indefinite-Lived Intangible Asset Considerations As of their latest impairment test, brands with 20% or less fair value over carrying amount had an aggregate carrying amount after impairment of $12.8 billion, brands with 20% to 50% fair value over carrying amount had an aggregate carrying amount of $6.9 billion, and brands that had over 50% fair value over carrying amount had an aggregate carrying amount of $9.5 billion. Our brands that had 20% or less excess fair value over carrying amount as of the annual impairment test have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. Although our remaining brands had more than 20% excess fair value over carrying amount, these amounts are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual brands requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions, and to consider the market multiples of certain peer and guideline companies. These assumptions and estimates include estimated future annual cash flows, income tax considerations, discount rates, long-term growth rates, royalty rates, contributory asset charges, and other market factors. As part of each brand’s latest impairment test, we used discount rates ranging from 8.1% to 10.3%, long-term growth rates ranging from 0.0% to 4.0%, and royalty rates ranging from 3.0% to 20.0%. If current expectations of future growth rates, royalty rates, and margins are not met, if market factors outside of our control change (such as discount rates, market capitalization, income tax rates, foreign currency exchange rates, or inflation), or if management’s expectations or plans otherwise change (including updates to our long-term operating plans), then one or more of our brands might become impaired in the future. Additionally, any decisions to divest certain non-strategic assets could lead to future intangible asset impairments. Definite-lived intangible assets: Definite-lived intangible assets were (in millions):
(a) At December 27, 2025, definite-lived intangible assets excluded amounts classified as held for sale due to the Italy Infant Transaction. See Note 4, Acquisitions and Divestitures, for additional information on amounts held for sale. Amortization expense for definite-lived intangible assets was $62 million for the three months and $185 million for the nine months ended September 26, 2026, and $61 million for the three months and $184 million for the nine months ended September 27, 2025. Aside from amortization expense and the impacts of foreign currency, the change in definite-lived intangible assets from December 27, 2025 to September 26, 2026 is primarily related to non-cash intangible asset impairment losses of $25 million for six definite-lived intangible assets within our Europe and Pacific Developed Markets and North America segments. We estimate that amortization expense related to definite-lived intangible assets will be approximately $250 million in 2026, $240 million in 2027 and 2028, and $230 million in 2029, 2030, and 2031
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