UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 98398 / September 14, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-20523

In the Matter of

The Kraft Heinz Co. and Eduardo 

Pelleissone,

Respondents.

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ORDER APPROVING 

APPLICATION OF FUND 

ADMINISTRATOR FOR PAYMENT 

OF FEES AND EXPENSES AND 

APPROVAL OF FUTURE 

PAYMENT OF FEES AND 

EXPENSES

On September 3, 2021, the Commission issued a Corrected Order Instituting Cease-andDesist Proceedings, Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the 

Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (the 

“Order”)1against The Kraft Heinz Co. (“KHC”) and Eduardo Pelleissone (collectively, the 

“Respondents”). In the Order, the Commission found that from the last quarter of 2015 to the 

end of 2018, KHC engaged in various types of accounting misconduct, including recognizing 

unearned discounts from suppliers and maintaining false and misleading supplier contracts, 

which improperly reduced the company's cost of goods sold and allegedly achieved “cost 

savings.” KHC, in turn, touted these purported savings to the market, which were widely 

covered by financial analysts. The accounting improprieties resulted in KHC reporting inflated 

adjusted “EBITDA,” a key earnings performance metric for investors. KHC failed to design and 

maintain effective internal accounting controls for its procurement division. As a result, finance 

and gatekeeping personnel repeatedly overlooked indications that expenses were being 

improperly accounted for. The Commission ordered the Respondents to pay $12,500.00 in 

disgorgement, $1,711.31 in prejudgment interest, and $62,300,000.00 in civil money penalties, 

for a collective total of $62,314,211.31, to the Commission. The Commission also created a Fair 

Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalties paid, along

with the disgorgement and interest paid, can be distributed to harmed investors (the “Fair Fund”). 

The Fair Fund consists of the $62,314,211.31 paid by the Respondents. The Fair Fund 

has been deposited in a Commission-designated account at the U.S. Department of the Treasury, 

and any accrued interest will be added to the Fair Fund.

1

 Securities Act Rel. No. 10977 (Sept. 3, 2021).
2

On March 8, 2022, the Division of Enforcement, pursuant to delegated authority, issued 

an order appointing RCB Fund Services LLC as the fund administrator (the “Fund 

Administrator”) of the Fair Fund and set the administrator’s bond amount.2

In accordance with Rule 1105(d) of the Commission’s Rules,3the Fund Administrator 

has submitted to the Commission staff one invoice for services rendered from April 2022 

through December 2022, totaling $10,488.75. The Commission staff has reviewed the Fund 

Administrator’s invoices, confirmed that the services have been provided, and finds the fees and 

expenses of $10,488.75 to be reasonable. The Commission staff has requested that the 

Commission authorize the Office of Financial Management (“OFM”) to pay the Fund 

Administrator’s fees and expenses of $10,488.75 from the Fair Fund in accordance with Rule 

1105(e) of the Commission’s Rules.4 

Additionally, to expedite and streamline the process for future payments, the Commission 

staff has requested that the Commission authorize OFM, at the direction of an Assistant Director 

of the Office of Distributions, to pay the Fund Administrator’s fees and expenses from the Fair 

Fund so long as the total amount paid to the Fund Administrator, including the invoice to be 

paid, does not exceed the total amount of the approved cost proposal submitted by the Fund 

Administrator.

Accordingly, it is hereby ORDERED, pursuant to Rule 1105(d) of the Commission’s 

Rules,5that OFM pay the Fund Administrator’s fees and expenses of $10,488.75 from the Fair 

Fund in accordance with Rule 1105(e) of the Commission’s Rules.6 Further, OFM is authorized 

to pay, at the direction of an Assistant Director of the Office of Distributions, the fees and 

expenses of the Fund Administrator from the Fair Fund in accordance with Rule 1105(e) of the 

Commission’s Rules,7so long as the total amount paid to the Fund Administrator, including the 

invoice to be paid, does not exceed the total amount of the approved cost proposal submitted by 

the Fund Administrator.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.8

Vanessa A. Countryman

Secretary 

2

 Order Appointing Fund Administrator and Setting Bond Amount, Exchange Act Rel. No. 94380 (Mar. 8, 2022).

3

 17 C.F.R. § 201.1105(d).

4

 17 C.F.R. § 201.1105(e).

5

 17 C.F.R. § 201.1105(d).

6

 17 C.F.R. § 201.1105(e).

7

 17 C.F.R. § 201.1105(e).

8

 17 C.F.R. § 200.30-4(a)(21)(vi).