0001637459Kraft Heinz Co333-284906424B2EX-FILING FEES0Kraft Heinz CoKraft Heinz CoUnallocated (Universal) Shelf 0001637459 2025-02-21 2025-02-21 0001637459 1 2025-02-21 2025-02-21 0001637459 2 2025-02-21 2025-02-21 0001637459 1 2025-02-21 2025-02-21 0001637459 2 2025-02-21 2025-02-21 iso4217:USD xbrli:pure xbrli:shares
Calculation of Filing Fee Tables
(Form Type)
KRAFT HEINZ FOODS COMPANY (Issuer)
THE KRAFT HEINZ COMPANY
(Guarantor)
(collectively, the “Registrants”)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Security Type | | Security Class Title | | Fee Calculation or Carry Forward Rule | | Amount Registered | | Proposed Maximum Offering Price Per Unit | | Maximum Aggregate Offering Price | | Fee Rate | | Amount of Registration Fee | | Carry Forward Form Type | | Carry Forward File Number | | Carry Forward Initial effective date | | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
Newly Registered Securities |
Fees to Be Paid | | Debt | | 5.200% Senior Notes due 2032 | | Rule 457(o) and Rule 457(p) | | $500,000,000 | | 99.798% | | $498,990,000 | | 0.00015310 | | $76,395.370 | | N/A | | N/A | | N/A | | N/A |
| | | | | | | | | | | | |
| | Debt | | 5.400% Senior Notes due 2035 | | Rule 457(o) and Rule 457(p) | | $500,000,000 | | 99.927% | | | | 0.00015310 | | $76,494.120 | | N/A | | N/A | | N/A | | N/A |
| | | | | | | | | | | | |
Fees Previously Paid | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A |
Carry Forward Securities |
Carry Forward Securities | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A |
| | Total Offering Amounts | | | | $998,625,000 | | | | $152,889.490 | | | | | | | | |
| | Total Fees Previously Paid | | | | | | | | N/A | | | | | | | | |
| | Total Fee Offsets | | | | | | | | $152,889.490 | | | | | | | | |
| | Net Fee Due | | | | | | | | $0 | | | | | | | | |
Table 2: Fee Offset Claims and Sources
| | | | | | | | | | | | | | | | | | | | | | |
| | Registrant or Filer Name | | Form or Filing Type | | File Number | | Initial Filing Date | | Filing Date | | Fee Offset Claimed | | Security Type Associated with Fee Offset Claimed | | Security Title Associated with Fee Offset Claimed | | Unsold Securities Associated with Fee Offset Claimed | | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | | Fee Paid with Fee Offset Source |
Rule 457(p) |
Fee Offset Claims | | The Kraft Heinz Foods Company | | S-3 | | 333-275255 | | 02/16/2022 11/01/2023 | | N/A | | $152,889.490 | | Unallocated | | (1) | | $23,406,000,000 | | $23,406,000,000 | | N/A |
Fee Offset Sources | | The Kraft Heinz Foods Company | | S-3 | | | | N/A | | 02/16/2022 11/01/2023 | | N/A | | N/A | | N/A | | N/A | | N/A | | $152,889.490 |
1. | Pursuant to Rule 415(a)(6) under the Securities Act, the Registrants filed the Registration Statement on Form S-3ASR (File No. 333-284906) (the “Current Registration Statement”), and became automatically effective on February 13, 2025. |
In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrants deferred payment of the entire registration fee associated with the Current Registration Statemen
t
, except for $2,137,382.49 of unused filing fees (the “Unused Filing Fees”) previously paid with respect to unsold securities having an aggregate initial offering price of $23,406,000,000 in connection with the filing of Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-250081) (the “2022 Registration Statement”), which was filed on February 16, 2022 and registration statement on Form S-3 filed on November 1, 2023 and declared effective on November 15, 2023 (File No. 333-275255) (the “2023 Registration Statement,” and together with the 2022 Registration Statement, the “Prior Registration Statements”).
In accordance with Rule 415(a)(6) under the Securities Act, offerings under the Prior Registration Statements were terminated upon filing of subsequent registration statements and, pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees will be applied to the fees payable pursuant to the Current Registration Statement and its related prospectus supplements on a pay-as-you-go basis. Prior to the offering to which the prospectus supplement relates, no securities have been issued under the Current Registration Statement.
The Registrants are offsetting the filing fee due under this prospectus supplement by $152,889.490, with $1,984,493.00 remaining to be applied to future filings from this fee offset source.
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