(2) | Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include $24,000,000,000 of unsold securities (the “Unsold Securities”) previously registered pursuant to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-250081), which was filed on February 16, 2022, as amended (the “Prior Registration Statement”). The Kraft Heinz Foods Company sold €600,000,000 ($661,140,000, calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, based on a €/$ exchange rate of €1.00/$1.1019 as of May 5, 2023) of such securities under the Prior Registration Statement, leaving the balance of $24,338,860,000 of Unsold Securities, in respect of which the registrants paid a filing fee of $2,256,212.32 (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement) in connection with the filing of the Prior Registration Statement. Pursuant to Rule 415(a)(6), $2,224,800 of the filing fee of $2,256,212.32 associated with the offering of the Unsold Securities is hereby carried forward to be applied to $24,000,000,000 of Unsold Securities registered hereunder, and as a result, no additional filing fee is due with respect to the Unsold Securities included in this Registration Statement. Pursuant to Rule 415(a)(6), the offering of securities under the Prior Registration Statement will be deemed terminated as of the time of filing of this Registration Statement. |