NORTHFIELD, Ill., April 28, 2015 /PRNewswire/ -- Kraft Foods Group, Inc. (NASDAQ: KRFT) today announced financial results that reflected the impact of significant pricing actions taken over the past year as well as a favorable shift in Easter-related shipments versus the prior year.

"Our first quarter results reflected a solid start to 2015," said Kraft Chairman and CEO John T. Cahill. "We've stepped up our focus on execution, our pricing actions over the past year are coming through, and we're benefiting from a disciplined approach to marketing. There is clearly more work ahead of us, but we will continue to build on this momentum to delight our consumers and customers, and prepare us for the next chapter ahead."

FIRST QUARTER FINANCIAL SUMMARY


    --  Net revenues were down 0.2 percent including a negative impact from
        currency.  Organic Net Revenues were up 1.1 percent driven by a 1.2
        percentage point increase from the carryover impact of price increases
        in previous quarters. Volume/mix was essentially flat and included an
        approximate 1.0 percentage point benefit from Easter-related shipment
        timing compared to the prior year.  Excluding the Easter-related
        benefit, gains from the successful launch of McCafé coffee and growth
        in Exports were more than offset by price-elasticity impacts in the
        Canada, Cheese and Refrigerated Meals segments, as well as category
        declines in the Meals & Desserts segment.

    --  Operating income of $740 million and diluted EPS of $0.72 included a
        non-cash loss of $77 million ($0.08 per diluted share) from market-based
        impacts to post-employment benefit plans.  Results also included $38
        million ($0.04 per diluted share) in spending on cost savings
        initiatives, $17 million ($0.02 per diluted share) in costs related to
        the proposed merger with H.J. Heinz Holding Corporation and $2 million
        in unrealized gains from hedging activities.Excluding the impact of
        these factors in both years, operating income grew at a mid-single-digit
        rate and EPS grew at a high single-digit rate. This was primarily driven
        by a planned reduction in advertising and consumer spending as well as
        lower overhead costs.  EPS growth was further enhanced by lower net
        interest expense and average shares outstanding versus the prior year
        quarter.
    --  Free Cash Flow(1) was $195 million, up 11.4 percent versus the prior
        year primarily reflecting working capital improvements.

FIRST QUARTER BUSINESS SEGMENT HIGHLIGHTS

Cheese:


    --  Net revenues of $1,020 million increased 1.3 percent driven by the
        carryover impact of price increases in previous quarters as well as the
        timing of Easter-related shipments and the ongoing success of last
        year's Philadelphia soft cream cheese reinvention.  These gains were
        partially offset by the negative impact to volumes from price increases,
        particularly in natural cheese and sandwich cheese.
    --  Operating income increased 19.8 percent primarily reflecting better
        alignment of prices and input costs versus the year-ago quarter.

Refrigerated Meals:


    --  Net revenues of $833 million increased 2.1 percent from the carryover
        impact of price increases taken in previous quarters in cold cuts and
        hot dogs, partially offset by unfavorable volume/mix.  The volume loss
        associated with price increases more than offset the timing benefits of
        Easter-related shipments, particularly in bacon.
    --  Operating income growth of 1.0 percent was tempered by higher spending
        on cost savings initiatives.  Excluding this impact, operating income
        was up high-single digits as the benefits of higher net pricing were
        partially offset by unfavorable volume/mix.

Beverages:


    --  Net revenues of $702 million grew 4.2 percent from a combination of
        favorable volume/mix and higher net pricing.  Favorable volume/mix was
        driven by the recent launch of McCafé coffee and increased shipments of
        Capri Sun ready-to-drink beverages ahead of a planned price increase,
        partially offset by lower shipments of powdered beverages due to
        category declines. Higher net pricing reflected the carryover impact of
        price increases taken in previous quarters in roast and ground coffee.
    --  Operating income declined 6.1 percent as higher coffee commodity costs
        were partially offset by reductions in marketing spending and higher net
        pricing.

Meals & Desserts:


    --  Net revenues of $488 million declined 2.0 percent as the benefit from
        timing of Easter-related shipments of frozen dessert toppings and dry
        packaged desserts was more than offset by a combination of category
        declines in both the meals and desserts categories, market share losses
        in desserts, and increased promotional activity versus the prior year.
    --  Operating income decreased 7.0 percent including higher spending on cost
        savings initiatives. Excluding this impact, operating income was up
        high-single digits reflecting the timing of marketing spending versus
        the prior year and lower manufacturing costs driven by net productivity,
        that were partially offset by unfavorable volume/mix.

Enhancers & Snack Nuts:


    --  Net revenues of $493 million declined 2.0 percent as lower net pricing
        from the timing of promotional activity versus the prior year more than
        offset volume/mix gains in Planters snack nuts.
    --  Operating income decreased 4.1 percent reflecting lower net pricing and
        higher nut commodity costs that were partially offset by reductions in
        marketing spending.

Canada:


    --  Net revenues of $382 million declined 10.5 percent due to an unfavorable
        currency impact.  Organic Net Revenue growth of 0.2 percent reflected
        significant price increases taken in February. These gains were
        partially offset by volume losses associated with those price increases,
        particularly in peanut butter and roast and ground coffee.
    --  Operating income decreased 6.1 percent including an unfavorable currency
        impact of 13.6 percentage points.  Excluding the currency impact, the
        increase in operating income reflected higher net pricing and lower
        marketing spending that were partially offset by higher input costs and
        unfavorable volume/mix.

Other Businesses:


    --  Net revenues of $434 million decreased 0.7 percent.  Organic Net Revenue
        growth was 2.6 percent reflecting strong volume/mix growth from the
        geographic expansion of the Exports business that was partially offset
        by lower net pricing from contractually-driven pricing in the
        Foodservice business, primarily in dairy products.
    --  Operating income decreased 18.6 percent as favorable volume/mix was more
        than offset by lower net pricing as well as investments to grow the
        Exports business.

ABOUT KRAFT FOODS GROUP

Kraft Foods Group, Inc. (NASDAQ: KRFT) is one of North America's largest consumer packaged food and beverage companies, with annual revenues of more than $18 billion. The company's iconic brands include Kraft, Capri Sun, JELL-O, Kool-Aid, Lunchables, Maxwell House, Oscar Mayer, Philadelphia, Planters and Velveeta. Kraft's 22,000 employees in the U.S. and Canada have a passion for making the foods and beverages people love. Kraft is a member of the Standard & Poor's 500 and the NASDAQ-100 indices. For more information, visit www.kraftfoodsgroup.com and www.facebook.com/kraft.

FORWARD-LOOKING STATEMENTS

This press release contains a number of forward-looking statements. Words such as "reflect," "come," "continue," "build," "execute," "expect," "will," and variations of such words and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding Kraft's plans, execution and growth. 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 Kraft's control. Important factors that affect Kraft's business and operations and that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, increased competition; Kraft's ability to maintain, extend and expand its reputation and brand image; Kraft's ability to differentiate its products from other brands; increasing consolidation of retail customers; changes in relationships with significant customers and suppliers; Kraft's ability to predict, identify and interpret changes in consumer preferences and demand; Kraft's ability to drive revenue growth in its key product categories, increase its market share, or add products; volatility in commodity, energy and other input costs; changes in Kraft's management team or other key personnel; Kraft's geographic focus in North America; changes in regulations; legal claims or other regulatory enforcement actions; product recalls or product liability claims; unanticipated business disruptions; Kraft's ability to complete or realize the benefits from potential acquisitions, alliances, divestitures or joint ventures including the proposed merger; Kraft's indebtedness and ability to pay such indebtedness; disruptions in information technology networks and systems; Kraft's inability to protect intellectual property rights; weak economic conditions; tax law changes; volatility of market-based impacts to post-employment benefit plans; pricing actions; and other factors. For additional information on these and other factors that could affect Kraft's forward-looking statements, see Kraft's risk factors, as they may be amended from time to time, set forth in its filings with the Securities and Exchange Commission, including its most recently filed Annual Report on Form 10-K and subsequent reports on Form 10-Q and Form 8-K. Kraft disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.

NON-GAAP AND OTHER FINANCIAL MEASURES

To supplement Kraft's financial statements presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"), Kraft presents Organic Net Revenues and Free Cash Flow, both of which are considered non-GAAP financial measures. The presentations of Organic Net Revenues and Free Cash Flow are intended to supplement investors' understanding of Kraft's operating results and liquidity. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, Kraft's results prepared in accordance with GAAP. In addition, the non-GAAP measures Kraft uses may differ from non-GAAP measures used by other companies, and other companies may not define the non-GAAP measures Kraft uses in the same way.

Kraft currently defines Organic Net Revenues as net revenues excluding the impact of transactions with Mondel?z 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 53rd week of shipments when it occurs. Management calculates the impact of currency on net revenues by holding exchange rates constant at the previous year's exchange rate. Management believes that presenting Organic Net Revenues is useful to investors because it (i) provides investors meaningful supplemental information regarding financial performance by excluding certain items, (ii) permits investors to view Kraft's performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate Kraft's historical performance, and (iii) otherwise provides supplemental information that may be useful to investors in evaluating Kraft.

Kraft defines Free Cash Flow as cash flow from operations less capital expenditures. Management believes that Free Cash Flow is useful to investors because it reflects Kraft's cash available for uses including investments in growth and product development and Kraft's ability to generate cash while maintaining its fixed assets.

See the attached schedules for supplemental financial data and corresponding reconciliations of Organic Net Revenues to net revenues for the three months ended March 28, 2015 and March 29, 2014 and Free Cash Flow to operating cash flow for the three months ended March 28, 2015 and March 29, 2014.

As previously announced, beginning in 2013, Kraft adopted a mark-to-market accounting policy for Kraft's post-employment benefit obligations. Kraft discloses market-based impacts in order to provide better transparency to investors in evaluating Kraft. Management currently defines market-based impacts to post-employment benefit plans as the costs or benefits resulting from the change in discount rates, the difference between Kraft's estimated and actual return on plan assets, and other assumption changes driven by changes in the law or other external factors.

Additional Information Regarding the Proposed Merger and Where to Find It

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed transaction between Kraft and The H.J. Heinz Holding Corporation ("Heinz"). In connection with the proposed transaction, Heinz has filed a registration statement on Form S-4, containing a proxy statement/prospectus (the "S-4") with the Securities and Exchange Commission ("SEC"). This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other documents that Heinz or Kraft may file with the SEC or send to shareholders in connection with the proposed transaction. SHAREHOLDERS OF KRAFT ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain copies of the S-4, including the proxy statement/prospectus, and other documents filed with the SEC (when available) free of charge at the SEC's website, http://www.sec.gov. Copies of documents filed with the SEC by Kraft are available free of charge on Kraft's website at http://www.kraftfoodsgroup.com/. Copies of documents filed with the SEC by Heinz are available free of charge on Heinz's website at http://www.heinz.com/.

Participants in the Solicitation

Kraft and its directors and executive officers, and Heinz and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Kraft common stock in respect of the proposed transaction. Information about the directors and executive officers of Kraft is set forth in the proxy statement for Kraft's 2015 Annual Meeting of Shareholders, which was filed with the SEC on March 18, 2015. Information about the directors and executive officers of Heinz is set forth in the S-4. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.



    _________________________

           1     Please see the discussion of non-GAAP and other financial
                 measures above and the reconciliation to GAAP at the end of
                 this press release.

         (2)    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.


                                                                                                                      Schedule 1
                                                                                                                      ----------

                                                   Kraft Foods Group, Inc.

                                        Condensed Consolidated Statements of Earnings

                                                 For the Three Months Ended

                                (in millions of dollars, except per share data)  (Unaudited)


                                   March 28,                March 29,                   % Change
                                         2015                      2014                Fav / (Unfav)
                                         ----                      ----                -------------


    Net revenues                                 $4,352                                              $4,362                       (0.2)%

    Cost of sales1,2                    3,019                                 2,802                             (7.7)%
                                        -----                                 -----

    Gross profit                        1,333                                 1,560                            (14.6)%

    Selling, general and
     administrative expenses(1)           593                                   658                               9.9%

    Asset impairment and exit
     costs(1)                               -                                  (2)                          (100.0)%
                                          ---                                  ---

    Operating income                      740                                   904                            (18.1)%

    Interest and other expense,
     net                                  107                                   116                               7.8%
                                          ---                                   ---

    Earnings before income
     taxes                                633                                   788                            (19.7)%

    Provision for income taxes            204                                   275                              25.8%

    Effective tax rate                  32.2%                                34.9%
                                         ----                                  ----

    Net earnings                                   $429                                                $513                      (16.4)%
                                                   ====                                                ====

    Per share data:

    Basic earnings per share                      $0.73                                               $0.86                      (15.1)%
                                                  =====                                               =====

    Diluted earnings per share                    $0.72                                               $0.85                      (15.3)%
                                                  =====                                               =====

    Weighted average shares of
     common stock outstanding:

    Basic                                 588                                   596                               1.3%

    Diluted                               593                                   601                               1.3%



    1             In the first quarter of 2015, Kraft
                  recorded expenses of $38 million in
                  cost savings initiatives. This was
                  comprised of $36 million of expense
                  within cost of sales and $2 million of
                  expense within selling, general and
                  administrative expenses. In the first
                  quarter of 2015, Kraft also recorded
                  $17 million of proposed merger
                  transaction costs within selling,
                  general and administrative expenses. In
                  the first quarter of 2014, Kraft
                  recorded net expenses of $14 million in
                  cost savings initiatives. This was
                  comprised of $7 million of expense
                  within cost of sales; $9 million of
                  expense within selling, general and
                  administrative expenses; and $2 million
                  of income within asset impairment and
                  exit costs.


    2             In the first quarter of 2015, Kraft
                  recorded $77 million of pre-tax
                  expense within cost of sales related to
                  market-based impacts to certain post-
                  employment benefit plans as the company
                  recognized remeasurement expenses
                  previously capitalized into inventory
                  at year-end. This expense amounted to
                  $48 million after-tax, and had a $0.08
                  unfavorable impact on EPS. In the first
                  quarter of 2014, Kraft recorded $49
                  million of pre-tax income within cost
                  of sales related to market-based
                  impacts to certain post-employment
                  benefit plans as the company recognized
                  a remeasurement benefit previously
                  capitalized into inventory at year-
                  end. This benefit amounted to $10
                  million after-tax, and had a $0.02
                  favorable impact on first quarter 2014
                  EPS. There were no post-employment
                  benefit plan remeasurements in the
                  first quarter of 2015 or 2014.


                                                                                                                                                                                                                Schedule 2
                                                                                                                                                                                                                ----------

                                                                                                      Kraft Foods Group, Inc.

                                                                                          Reconciliation of GAAP to Non-GAAP Information

                                                                                                           Net Revenues

                                                                                                    For the Three Months Ended

                                                                                    (in millions of dollars)  (Unaudited)


                                                                                                                 % Change                          Organic Growth
                                                                                                                                                             Drivers
                                                                                                                      --------                    ---------------

                       Reported         Impact of        Sales to          Organic                             Reported                Organic
                                        Currency                                                                                          (Non-
                                                                                                                                          GAAP)                      Vol / Mix                 Price
                        (GAAP)                           Mondel?z        (Non-GAAP)                              (GAAP)
                                                    International
                                                                                                                                                                                         ---

    March 28, 2015
    --------------


    Cheese                       $1,020                            $   -                                  $(13)                                 $1,007                                  1.3%           1.1%                (1.6)pp     2.7 pp

    Refrigerated Meals       833                   -                          -                             833                                    2.1%                          2.1%                (1.1)pp   3.2 pp

    Beverages                702                   -                          -                             702                                    4.2%                          4.2%                2.7 pp    1.5 pp

    Meals & Desserts         488                   -                          -                             488                                  (2.0)%                        (2.0)%                (1.6)pp   (0.4)pp

    Enhancers & Snack
     Nuts                    493                   -                          -                             493                                  (2.0)%                        (2.0)%                1.0 pp    (3.0)pp

    Canada                   382                  47                         (5)                             424                                 (10.5)%                          0.2%                (3.8)pp   4.0 pp

    Other Businesses         434                   6                        (10)                             430                                  (0.7)%                          2.6%                5.3 pp    (2.7)pp

    Kraft Foods Group,
     Inc.                        $4,352                              $53                                   $(28)                                 $4,377                                (0.2)%           1.1%                (0.1)pp     1.2 pp
                                 ======                              ===                                    ====                                  ======                                 =====             ===                 =======     ======



    March 29, 2014
    --------------


    Cheese                       $1,007                            $   -                                  $(11)                                   $996

    Refrigerated Meals       816                   -                          -                             816

    Beverages                674                   -                          -                             674

    Meals & Desserts         498                   -                          -                             498

    Enhancers & Snack
     Nuts                    503                   -                          -                             503

    Canada                   427                   -                        (4)                             423

    Other Businesses         437                   -                       (18)                             419

    Kraft Foods Group,
     Inc.                        $4,362                            $   -                                  $(33)                                 $4,329
                                 ======                          === ===                                   ====                                  ======


                                                                                                            Schedule 3
                                                                                                            ----------

                                             Kraft Foods Group, Inc.

                                                Operating Income

                                           For the Three Months Ended

                                      (in millions of dollars)  (Unaudited)


                                            Reported (GAAP)
                                             --------------

                                      March 28,             March 29,              % Change
                                            2015                  2014            Fav / (Unfav)
                                            ----                  ----            -------------

    Operating Income:
    -----------------

    Cheese                                           $224                                       $187                     19.8%

    Refrigerated Meals                        97                               96                       1.0%

    Beverages                                123                              131                     (6.1)%

    Meals & Desserts                         132                              142                     (7.0)%

    Enhancers & Snack Nuts                   142                              148                     (4.1)%

    Canada                                    62                               66                     (6.1)%

    Other Businesses                          48                               59                    (18.6)%

    Market-based impacts to post-
     employment benefit plans               (77)                              49

    Certain other post-employment
     benefit plan income                      16                               11

    Unrealized gains on hedging
     activities                                2                               42

    Proposed merger transaction costs       (17)                               -

    General corporate expenses              (12)                            (27)
                                             ---                              ---

    Kraft Foods Group, Inc.                          $740                                       $904                   (18.1)%
                                                     ====                                       ====



    Note: In the first quarter of
     2015, Kraft recorded expenses
     of $38 million related to cost
     savings initiatives within
     segment operating income as
     follows: Cheese ($1 million);
     Refrigerated Meals ($10
     million); Beverages ($1
     million); Meals & Desserts
     ($22 million); Canada ($3
     million); and Other Businesses
     ($1 million). In the first
     quarter of 2014, Kraft
     recorded net expenses of $14
     million related to cost
     savings initiatives within
     segment operating income and
     general corporate expenses as
     follows: expenses in Cheese
     ($4 million); expenses in
     Refrigerated Meals ($2
     million); income in Beverages
     ($1 million); expenses in
     Enhancers & Snack Nuts ($4
     million); and expenses in
     General corporate expenses ($5
     million).


                                                                                     Schedule 4
                                                                                     ----------

                                       Kraft Foods Group, Inc.

                                Condensed Consolidated Balance Sheets

                                (in millions of dollars)  (Unaudited)


                                       March 28,                December 27,
                                             2015                        2014
                                             ----                        ----

    ASSETS

    Cash and cash equivalents                          $1,178                                    $1,293

    Receivables (net of
     allowances of $21 in
     2015 and 2014)                         1,219                              1,080

    Inventories                             1,886                              1,775

    Deferred income taxes                     382                                384

    Other current assets                      339                                259
                                              ---                                ---

      Total current assets                  5,004                              4,791

    Property, plant and
     equipment, net                         4,194                              4,192

    Goodwill                               11,313                             11,404

    Intangible assets, net                  2,238                              2,234

    Other assets                              385                                326

      TOTAL ASSETS                                    $23,134                                   $22,947
                                                      =======                                   =======


    LIABILITIES

    Current portion of long-
     term debt                                         $1,406                                    $1,405

    Accounts payable                        1,629                              1,537

    Accrued marketing                         500                                511

    Accrued employment costs                   84                                163

    Dividends payable                         326                                324

    Accrued post-retirement
     health care costs                        191                                192

    Other current liabilities                 748                                641
                                              ---                                ---

      Total current liabilities             4,884                              4,773

    Long-term debt                          8,626                              8,627

    Deferred income taxes                     292                                340

    Accrued pension costs                   1,100                              1,105

    Accrued post-retirement
     health care costs                      3,380                              3,399

    Other liabilities                         335                                338
                                              ---                                ---

      TOTAL LIABILITIES                    18,617                             18,582

    EQUITY

    Common stock, no par
     value (5,000,000,000
     shares authorized;
     604,583,114 shares
     issued at March 28, 2015
     and 601,402,816 at
     December 27, 2014)                         -                                 -

    Additional paid-in
     capital                                4,820                              4,678

    Retained earnings                       1,148                              1,045

    Accumulated other
     comprehensive losses                   (634)                             (562)

    Treasury stock, at cost                 (817)                             (796)
                                             ----                               ----

      TOTAL EQUITY                          4,517                              4,365

    TOTAL LIABILITIES AND
     EQUITY                                           $23,134                                   $22,947
                                                      =======                                   =======


                                                                          Schedule  5
                                                                          -----------

                              Kraft Foods Group, Inc.

                  Reconciliation of GAAP to Non-GAAP Information

                                  Free Cash Flows

                            For the Three Months Ended

                   (in millions of dollars)  (Unaudited)


                                  March 28,             March 29,
                                        2015                  2014
                                        ----                  ----

    Net
     earnings                                    $429                                 $513

     Depreciation
     and
     amortization                        102                           96

     Receivables,
     net                               (129)                       (149)

    Inventories                        (198)                       (243)

    Accounts
     payable                              89                           37

    Other                                 41                          (3)
                                         ---                          ---

    Operating
     cash flow                           334                          251

    Capital
     expenditures                      (139)                        (76)

    Free cash
     flow                                        $195                                 $175
                                                 ====                                 ====

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