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* Professor, Finance and Economics, Columbia Business School Copyright information © 2008–2012 by The Trustees of Columbia University in the City of New York. This case includes minor editorial changes made to the version originally published on June 30, 2008. This case cannot be used or reproduced without explicit permission from Columbia CaseWorks. To obtain permission, please visit www.gsb.columbia.edu/caseworks, or e-mail [email protected]. ID#080310 PUBLISHED ON JUNE 1, 2012 Restructuring Kraft BY ENRIQUE R. ARZAC * ABSTRACT On June 21, 2007, The Wall Street Journal reported that activist Nelson Peltz had acquired a 3% Kraft stake and wanted the company to divest Post Cereal and Maxwell House. Kraft’s depressed margins, large- scale, potential divestitures value, and underleveraged balance sheet made it ripe for restructuring. CONTENTS Introduction .........................................1 Kraft Foods ..........................................1 Kraft Foods Segment Analysis ..........2 The Food Industry ...............................3 A Possible Restructuring Proposal...3 Acquisition of Groupe Danone’s Biscuit Business .................................6 What’s Next?........................................8 Cadbury Schweppes ...........................8 H. J. Heinz Company...........................9 Exhibits...............................................10 Do Not Copy

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* Professor, Finance and Economics,

Columbia Business School

Copyright information

© 2008–2012 by The Trustees of Columbia University in the City of New York. This case

includes minor editorial changes made to the

version originally published on June 30, 2008.

This case cannot be used or reproduced without

explicit permission from Columbia CaseWorks. To

obtain permission, please visit www.gsb.columbia.edu/caseworks, or e-mail

[email protected].

ID#080310

PUBLISHED ON

JUNE 1, 2012

Restructuring Kraft

BY ENRIQUE R. ARZAC *

ABSTRACT

On June 21, 2007, The Wall Street Journal reported

that activist Nelson Peltz had acquired a 3% Kraft

stake and wanted the company to divest Post Cereal

and Maxwell House. Kraft’s depressed margins, large-

scale, potential divestitures value, and underleveraged

balance sheet made it ripe for restructuring.

CONTENTS Introduction ......................................... 1 Kraft Foods .......................................... 1 Kraft Foods Segment Analysis .......... 2 The Food Industry ............................... 3 A Possible Restructuring Proposal... 3 Acquisition of Groupe Danone’s

Biscuit Business ................................. 6 What’s Next? ........................................ 8 Cadbury Schweppes ........................... 8 H. J. Heinz Company ........................... 9 Exhibits...............................................10 Do N

ot Cop

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Introduction

On Thursday, June 21, 2007, Kraft’s CEO Irene Rosenfeld learned that Nelson Peltz’s Trian Fund

Management had bought 3% of Kraft’s stock. Kraft’s shares surged 6.6% that same day, putting

almost $3.5 billion in investors’ pockets. That would have been good news to Kraft’s management,

except that Peltz was an active investor known for throwing his weight around.

In fact, calling Peltz an active investor was an understatement. In mid-March 2007, with only a 3%

equity stake in Cadbury Schweppes, he had gone to London and successfully convinced the

company’s CEO, Todd Stitzer, to split Cadbury’s drinks and candy businesses. Stitzer had reportedly

asked Peltz to lay low until the CEO could discuss the plan with his board, saying, “no white paper,

please,”1 in reference to the critiques of Heinz and Wendy’s that Peltz had filed with the Securities

and Exchange Commission. Peltz also owned stock in Heinz; its CEO, William Johnson, said, “There

are weeks I speak to [Peltz] two or three times . . . including on weekends and late at night.”2

Rosenfeld was having a busy year as the new CEO of Kraft Foods. She was no stranger to the

challenges and possibilities of the second-largest food company in the world, having spent 22 years

at the company before heading PepsiCo’s Frito-Lay unit. Rosenfeld knew that pressure was mounting

for Kraft to improve its sluggish sales and decreasing margins. Having split from parent company

Altria in March 2007, Kraft had finally acquired the freedom to manage its own destiny, but it had to

do so under the scrutiny of Peltz and other impatient investors. As Rosenfeld waited for Peltz’s call,

she contemplated the best way to deal with him and his ideas. As a Morningstar analyst said, “The

last thing she wants is somebody rankling up the masses, in this case, the money managers and

institutions who own the stock.”3

Part of Rosenfeld’s plan was to increase Kraft’s presence in high-growth emerging markets with

high-margin product categories. To that end, she had just concluded the acquisition of Danone’s

biscuit business. However, the real problem was what to do with Kraft’s existing brands. Peltz was

sure to have some ideas about that.

Kraft Foods

Kraft Foods was one of the largest food and beverage companies in the world. In 2007 Kraft’s

revenues exceeded $35 billion; its $1 billion brands included Kraft, Nabisco, Philadelphia, Oscar

Mayer, Maxwell House, Post, and Jacobs. The company led in numerous product areas, including

cheese, coffee, biscuits, meat, beverages, confection, and frozen pizza. These products were sold in

155 countries to supermarket chains, club stores, convenience stores, and other retail outlets. Well-

1 Julie Jargon, “A Bite at a Time, Peltz Reshapes Food Industry,” The Wall Street Journal, November 7, 2007.

2 Jargon, “A Bite at a Time.”

3 Brad Dorfman, “Kraft in Deal with Peltz’s Trian,” Reuters, November 7, 2007.

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known Kraft products included Carte Noire, Grand’Mère, and Jacobs coffees; Côte d’Or, Milka, and

Toblerone chocolates; Philadelphia cream cheese; and Oreo cookies.

Based in Northfield, Illinois, Kraft managed its business through two units: Kraft Foods North

America (KFNA), which held 65% of sales and 80% of profits; and Kraft Foods Intl. (KFI), which

held 35% of sales and 20% of profits. As one of the top producers of consumer nondurables in the

world, Kraft was in the same class as Unilever, Nestlé, Danone, PepsiCo, and Coca-Cola. Kraft went

public in 2001 and became a fully independent company on March 30, 2007, when Altria spun off its

89% stake to its shareholders.

Kraft Foods Segment Analysis

KFNA, which operated in Canada, Mexico, and the United States, had four subsegments: cheese and

food services, convenient meals, grocery, and snacks and cereals. KFI’s two subsegments were the

European Union and developing markets: Oceania and North Asia. Kraft’s revenues and operating

income by segment are shown in Exhibit 1 and Figures 1 and 2.

FIGURE 1

KRAFT FOODS SEGMENT BREAKDOWN

2006 revenue in $ billions

Beverages, $3.09

9%

Cheese & Food

Service, $6.08

18%

Convenient

Meals, $4.86

14%

Grocery, $2.73

8%

Snacks &

Cereals, $6.36

19%

European Union,

$6.67

19%

Developing

markets, Oceania

& North Asia,

$4.57

13%

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FIGURE 2

KRAFT FOODS SEGMENT BREAKDOWN

2006 operating income and gross margins in $ billions

The Food Industry

After the wave of consolidation that rippled through the packaged foods industry in the early 2000s,

restructuring and cost-cutting activities had become that sector’s main focus. Food companies,

including Kraft, Heinz, Cadbury, ConAgra, Sara Lee, and Unilever, were restructuring their programs

both to improve the efficiency of supply chains and centralized procurement and to reduce overhead.

They were also disposing of noncore businesses via sales or spin-offs. In particular, Kraft shed its

sugar confectionary business in 2005 and its rice and pet-snack brands in 2006. Heinz shed

peripheral units and focused on four core businesses: ketchup, condiments and sauces, meals and

snacks, and infant nutrition.

The packaged-foods industry’s challenges in 2007 resulted from (1) a shift in pricing power to

retailers due to the consolidation of those businesses, (2) the growth of private labels, which had

brought considerable price pressure on established brands, (3) low-volume growth in home markets

because of decreased population growth in developed countries, (4) consumers shifting away from

home-prepared meals to outside-prepared meals, and (5) the increase in input costs.

A Possible Restructuring Proposal

At 4 p.m. on June 21, 2007, in New York Stock Exchange composite trading, shares of Kraft climbed

$2.26, or 6.6% (vs. +0.6% for S&P 500), to $36.48. They had already increased 2.9% since January

Beverages,

$0.025

4%

Cheese & Food

Service, $0.886

19%

Convenient

Meals, $0.914

19%

Grocery, $0.919

20%

Snacks &

Cereals, $0.829

18%

European Union,

$0.548

12%

Developing

markets, Oceania

& North Asia,

$0.416

9%

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1, 2007. The reason for the most recent climb, as noted above, was investors’ reaction to the news

that Trian Fund Management, the investment vehicle of billionaire investor Nelson Peltz, had

accumulated a 3% stake in Kraft Foods, making Trian its largest investor.

Peltz, who in the recent past had successfully prevailed upon the managements of Cadbury

Schweppes, Tiffany, Heinz, and Wendy’s to undertake restructuring actions involving the disposition

of assets and share repurchases, was expected to press for similar changes at Kraft. Though Peltz

hadn’t presented a plan for Kraft, an analysis of his approach to the restructuring of other consumer-

goods companies (and of Heinz in particular) provided an indication of what he would propose. Like

Heinz, Kraft had a collection of prestigious but weary brands that were discounted at supermarkets to

keep products moving and were in need of refreshment or disposition.

FIGURE 3

KRAFT FOODS EBIT MARGIN AND REVENUE HISTORY

Source: Company reports

Kraft’s subpar performance (see Figures 3 and 4) had been attributed to a number of issues,4

including poor category exposure, system-wide complexity, mistargeted innovation, failure to seize

scale advantages, underinvestment in core brands, and the lack of a coherent international strategy. A

restructuring plan needed to be directed at exploiting Kraft’s competitive advantages: scale, a

superior retail presence, and a first-class sales force.

4 Equity Research: Kraft Foods Inc. (Charlotte, NC: Wachovia Capital Markets, LLC, June 22, 2007).

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FIGURE 4

KRAFTS VERSUS P&G AND S&P 500

As part of the restructuring plan, Trian was likely to propose

carrying out a large share buyback financed by borrowing and asset disposition.

Note that with the acquisition of Danone’s biscuit business, to be financed by borrowing $7.2

billion, Kraft’s pro forma debt-to-EBITDA ratio would increase from about 1.7 to about

2.5. However, there would still be room for increasing the use of debt to about 6, based on

Kraft’s reliable cash flows. That increase would permit a material addition to the company’s

announced $5 billion share buyback. Although the tax-free nature of Altria’s recent spin-off

of Kraft shares allowed Kraft to repurchase only about $10 billion of stock, or 20% of its

market capitalization, a special dividend would be possible. Asset proceeds combined with

additional debt could add some $20 billion ($7.2 billion of which would be used to pay for

the purchase of Danone’s biscuit business), thus leaving about $8 per share for distribution.

The EBITDA/interest-expense-coverage ratio would fall to about 3 (equal to Dean Foods’)

from about 11. The Total Debt/EBITDA ratio would jump to about 5-6, below 7 for

Dean.

selling aging, second-tier brands when there is no hope of them becoming market

leaders.

Since Kraft had more brands than both Nestlé and Procter & Gamble, there was plenty of

room for pruning tired brands and concentrating on high-margin winning ones. Disposing of

the Post cereal business—a distant No. 3 to Kellogg and General Mills—seemed an obvious

choice. Post’s 2008 EBITDA was estimated at $249 million. It is also rumored that Peltz

would push for the sale of Maxwell House, which had slipped to the number two position

behind Procter & Gamble’s Folgers, although reinvigorating Maxwell House rather than

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selling it was an option. The combined 2008 EBITDA of Maxwell Hose and Jacobs was

estimated at $1.8 billion. Based on previous divestitures and the pricing of food companies,

Wall Street analysts estimated that Kraft’s Post cereal, Maxwell House, and Jacobs assets

could be sold for 10 to 11 combined EBITDA, which—given their low tax basis—would

yield after-tax net proceeds of about 80% of sale proceeds.5

increasing spending on high-margin product lines like frozen foods to reach consumers

directly, making Kraft’s brands must-buy items, and diminishing discounts and

promotional payments to supermarkets.

(According to data from TNS Media Intelligence, Kraft slashed its ad spending on Maxwell

House nearly in half between 2004 and 2006.)

improving Kraft’s flagship cheese business, which accounted for roughly a quarter of

the company’s overall earnings.

Kraft’s $4 billion cheese business was overly dependent on processed low-margin slices that

were vulnerable to high commodity prices and private-label competition.

executing a three-way merger between Kraft, Heinz, and Cadbury Schweppes plc.

This was an intriguing possibility. Trian owned about a 3% stake in each of these companies.

Given the experience of previous large mergers in the food industry, the merger could

generate cost synergies of approximately 6% of the sales of each target within three years.

Acquisition of Groupe Danone’s Biscuit Business

On July 2, 2007, Kraft Foods acquired the global biscuit business of Groupe Danone for €5.3 billion

($7.2 billion) in cash, which represented 2.6 2007E net revenue of $2.8 billion and 13.3 2007E

EBITDA of $540 million. These multiples compared favorably with the average acquisition multiples

in other large food transactions (Gerber, Adams, Ralston Purina, Quaker Oats, Keebler, Pillsbury, and

Best Foods), which were 2.7 revenue and 14 EBITDA.

Kraft management noted that Danone’s biscuit business had a 16% EBIT margin and would generate

annual pretax synergies (cost reduction and margin improvements) equivalent to about 7% of

Danone’s 2007E net revenue in years to come. It would also increase Kraft’s worldwide snack sales

from $10 billion to $13 billion and its total sales from $35.6 billion to $38.4 billion. Danone’s biscuit

business had a run rate of organic growth between 4% and 5%, which was consistent with the growth

5 Spinning off US businesses to shareholders can result in tax-free treatment to the corporation and its shareholders.

Subject to a number of limitations, a disposal can be made via a Morris-Trust structure that consists of spinning the

subsidiary off and subsequently merging it with an acquirer via a stock exchange. See E. R. Arzac, Valuation of

Mergers, Buyouts and Restructuring, 2nd ed. (New York: John Wiley & Sons, 2008), 323.

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of Kraft’s own snack business and above Kraft’s overall target growth of 3% to 4%. Synergies were

expected once the full integration of the Kraft and Danone businesses took place, and would be

realized gradually over a period of three years. However, the synergies were not predicated to come

from manufacturing because Kraft did not have biscuit manufacturing facilities in France. Rather, the

acquisition provided the opportunity to capitalize on the scale of the joint operation, which would

reduce selling and administrative expenses.

The acquisition was also expected to enhance margins in Kraft’s EU division, and it provided

infrastructure to extend Nabisco brands like Oreo, Chips Ahoy!, and Ritz beyond Iberia. In addition,

Kraft would gain broader operating scale and additional reach across the globe. This included critical

emerging markets, such as China, Russia, Poland, Indonesia, and Malaysia, which accounted for over

25% of the business. For example, Kraft would become the market leader in Russia, gain entry into

the biscuit category in the rest of Eastern Europe, double the size of its business in China, and

establish footholds in Malaysia and Indonesia.

As required by French law, Danone had to consult with its works council prior to entering into a

definitive agreement. Both companies anticipated that the transaction would close by the end of

2007. “This proposed acquisition makes great sense for Kraft,” said Rosenfeld, Kraft chairman and

CEO. “It will increase our presence in snacks—our fastest growing global segment—and transform

our international business. This growing, high-margin business will give Kraft another core growth

category in Europe, a cornerstone for faster growth in emerging markets, and the best portfolio of

iconic biscuit brands in the world.”6

The acquisition encompassed Danone’s market-leading biscuit brands—among them LU, Tuc, and

Prince—as well as operations and assets in 20 countries, including 36 manufacturing facilities, which

employed approximately 15,000 around the world. The transaction did not include Danone’s joint

ventures in Latin America and India. The European headquarters of the biscuit business would

remain in the greater Paris metropolitan area for the foreseeable future. Kraft did not intend to close

any of the Danone biscuit manufacturing facilities in France for at least three years after the

agreement was signed.

“This transaction will create long-term value for our shareholders, and we expect it to be accretive to

earnings per share in the first year,” said Rosenfeld. “Our strong balance sheet enables us to finance

this acquisition with debt, while preserving our ability to execute our long-term growth plan,

including our previously announced [$5 billion] share repurchase program.”7

The transaction would be financed entirely with debt, by borrowing in euros against the cash flows

generated in Europe to maintain a natural currency hedge. Kraft estimated the cost of financing at

6 “Kraft Foods Announces Plans to Acquire Groupe Danone’s Global Biscuit Business,” Kraft Foods Nordic, July 3,

2007, http://www.kraftfoodsnordic.com/kraft/page?siteid=kraft-prd&locale=fifi1&PagecRef=2537&Mid=1. 7 “Kraft Foods Announces Plans to Acquire Groupe Danone’s Global Biscuit Business.”

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about 5.5%. With the addition of $7.2 billion of debt, together with the EBITDA from these

businesses, Kraft’s pro forma debt-to-EBITDA ratio based on the debt outstanding at the end of the

first quarter would increase from 1.7 to 2.7, still a very manageable level. Kraft expected to

maintain its investment-grade rating after the acquisition.

What’s Next?

Some Wall Street analysts wondered how Peltz’s presumed plan would produce the strong

shareholder returns typical of his fund. Others thought that there would be a limited upside to a

restructuring plan because of the material increase in input costs (dairy, grains, and oils) and the tax

code limitations on share repurchases following the tax-free spin-off of Kraft from Altria. And still

others welcomed Peltz’s participation and hoped it would prompt Kraft to deal with its problems and

capitalize on its strengths. Exhibit 2 presents income statement projections for Kraft, assuming no

restructure. The projections do not incorporate the effect of the announced $5 billion share

repurchase, or the acquisition and financing of Danone’s biscuit business. Exhibits 3, 4, 5, and 6

contain additional data on Kraft, Heinz, Cadbury Schweppes, and other comparable companies.

Cadbury Schweppes

In 2007 Cadbury Schweppes was the world’s largest confectionery company, with regional beverages

businesses in North America and Australia. Its brands included Cadbury, Schweppes, Halls, Trident,

Dr Pepper, Snapple, Trebor, Dentyne, Bubblicious, and Bassett. Its products were sold in almost

every country around the world, and the group employed over 70,000 people. On March 15, 2007,

the company announced that it intended to separate its confectionery and Cadbury Schweppes

Americas Beverages businesses, after which Cadbury plc would retain Cadbury’s position as the

world’s largest confectionery business, with number one or number two positions in 20 of the world’s

50 largest confectionery markets. It also had the largest emerging-markets business of any

confectionery company. Cadbury’s many global, regional, and local brands included Cadbury, Creme

Egg, and Green & Black’s in chocolate; Trident, Dentyne, Hollywood, and Bubbaloo in gum; and

Halls, Cadbury Eclairs, Maynards, and the Natural Confectionery Company in candy.

After spinning off its Americas Beverages division, the new Cadbury plc would generate about £5

billion in sales and close to £540 million in operating profit. Some 92% of its sales would be in

confectionery. The group opted to hold on to its Australian beverages division (which generated 8%

of sales), which was perfectly integrated into the local confectionery network. Management’s strategy

for the new Cadbury plc included a restructuring program for 2008–2011 whereby 15% of the

group’s sites would be shut down and its headcount reduced by 15%. The program would result in

£650 million in cost savings, including an additional £200 million in capex. The group had confirmed

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that it would be outsourcing an additional 15% of its liquid chocolate production to Barry Callebaut.

Finally, management had set itself a new set of targets: organic sales growth of between 4% and 6%

and an operating margin in the midteens by 2011, versus 10.1% currently.

Cadbury plc posted organic growth rates of more than 6% in 2004 and 2005. Despite a particularly

poor year in 2006 in the United Kingdom and tough conditions in Nigeria, China, and Russia, the

group’s confectionery activities delivered 4.2% organic growth.

Exhibit 3 shows the 2008 pro forma financial data for Cadbury Schweppes after the expected spin-off

of its Americas Beverages division. This takes into account an estimate of the remaining net debt of

the confectionery business after the expected allocation of debt to American Beverages. Exhibit 4

shows that merging Kraft and Cadbury would result in a company with almost twice the market share

of each of its two following competitors, establishing the combination as number one or number two

in each of the confectionery market segments.

H. J. Heinz Company

Headquartered in Pittsburgh, Pennsylvania, H. J. Heinz was one of the world’s leading marketers of

branded foods in ketchup, condiments, sauces, meals, soups, seafood, snacks, and infant foods. Its 50

companies operated in 200 countries. The company’s brands included Heinz, Ore-Ida, Smart Ones,

Boston Market, and Plasmon.

Heinz was expected to have 6% organic growth in 2008 as result of both its turnaround plan, which

reinvigorated existing brands, and the introduction of new products. Heinz generated about 55% of

its sales and profits from international markets, including Russia, India, China, Indonesia, and

Poland, where the company generated about 13% of its sales. Its sales growth in those markets had

been around 20% and accounted for 20%+ of its overall sales growth.

Heinz had attained significant cost savings, prompted in part by active investors (Peltz was on its

board). In addition to SG&A reductions, the company had attained saving and productivity

improvements in its cost of goods sold. Heinz had attained a SG&A level below its peers, and its

gross margin was close to the average of the food group. The company was expected to have about

$10 billion in sales in 2008 with an operating profit of about $1.6. Exhibit 4 shows the 2008 pro

forma financial data for Heinz.

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Exhibits

Exhibit 1

Kraft Foods Segment Breakdown, 2006 ($ in billions)

Source: 2006 company 10-K.

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Exhibit 2: Kraft Pro Forma Financials

For years ended December 31 (dollars in millions, except per-share data) FY06 FY07E FY08E FY09E FY10E FY11E FY12E Net Sales $34,356.0 $35,558.5 $36,625.2 $37,724.0 $38,855.7 $40,021.4 $41,222.0 Costs of Goods Sold 21,915.0

22,757.4 23,440.1

24,143.3 24,867.6

25,613.7 26,382.1

Gross Profit 12,441.0

12,801.0 13,185.1

13,580.6 13,988.0

14,407.7 14,839.9

Marketing, Admin., and Research 6,995.0

7,500.0 7,500.0

7,725.0 7,956.8

8,195.5 8,441.3

Operating Companies Income 5,446.0

5,301.0 5,685.1

5,855.6 6,031.3

6,212.2 6,398.6

Amortization of Intangibles (7.0)

(7.0) (7.0)

(7.0) (7.0)

(7.0) (7.0)

General Corporate Expenses (184.0)

(200.0) (220.0)

(226.6) (233.4)

(240.4) (247.6)

EBIT 5,255.0

5,094.0 5,458.1

5,622.0 5,790.9

5,964.8 6,144.0

Depreciation and Amortization 891.0

900.0 905.0

932.2 960.1

988.9 1,018.6

EBITDA 6,146.0

5,994.0 6,363.1

6,554.2 6,751.0

6,953.8 7,162.6

Net Interest (556.0)

(550.0) (550.0)

(550.0) (550.0)

(550.0) (550.0)

EBT 4,699.0

4,544.0 4,908.1

5,072.0 5,240.9

5,414.8 5,594.0

Income Tax (1,491.0)

(1,590.4) (1,717.8)

(1,775.2) (1,834.3)

(1,895.2) (1,957.9)

Minority Interest (5.0)

(5.0) (5.0)

(5.0) (5.0)

(5.0) (5.0)

Net Earnings before Unusual Items 3,203.0

2,948.6 3,185.3

3,291.8 3,401.6

3,514.6 3,631.1

Unusual Items, Net of Tax (143.0)

(150.0)

Net Income after Unusual Items 3,060.0 2,798.6

3,185.3 3,291.8

3,401.6 3,514.6

3,631.1

Diluted Shares Outstanding 1,655.0 1,670.0

1,700.0 1,700.0

1,700.0 1,700.0

1,700.0

Diluted Continuing Operating EPS $1.94 $1.77 $1.87 $1.94 $2.00 $2.07 $2.14 Diluted Reported EPS $1.85 $1.68 $1.87 $1.94 $2.00 $2.07 $2.14

Key Growth and Margin Analysis FY06 FY07E FY08E FY09E FY10E FY11E FY12E Sales Growth 0.7% 3.5% 3.0% 3.0% 3.0% 3.0% 3.0% Gross Profit Margin 36.2% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% SG&A/Sales 20.9% 21.7% 21.1% 21.1% 21.1% 21.1% 21.1% EBIT Margin 15.3% 14.3% 14.9% 14.9% 14.9% 14.9% 14.9% EBITDA Margin 17.9% 16.9% 17.4% 17.4% 17.4% 17.4% 17.4% Tax Rate 31.7% 35.0% 35.0% 35.0% 35.0% 35.0% 35.0% Net Margin 9.3% 8.3% 8.7% 8.7% 8.8% 8.8% 8.8% EBITDA/Net Interest Expense 11.1

10.9 11.6

11.9 12.3

12.6 13.0

Debt/EBITDA 1.7

1.7 1.6

1.6 1.5

1.5 1.4

Note: FY06 operating income differs from the total reported in Exhibit 1 because it excludes pretax unusual times. Sources: Company reports and Wall Street and casewriter estimates.

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Exhibit 3

Revenue, Enterprise, and Equity Values of Kraft, Heinz, and Cadbury Schweppes

(as of June 20, 2007, in millions of dollars, except per-share data)

Sources: Company reports and Wall Street estimates.

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Exhibit 4

Global Confectionery Market Shares, 2006

% value share Chocolate Gum Candy Total

Cadbury Schweppes 7.3 27.0 7.4 10.2

Mars 14.7 0.0 2.8 8.9

Nestle 12.5 0.1 2.9 7.7

Wrigley 0.0 34.59 2.2 5.5

Hershey 8.3 1.3 2.7 5.5

Kraft 7.8 0.1 0.3 4.3

Ferrero 6.8 0.0 1.5 4.2

Kraft + Cadbury Schweppes 14.1 27.0 8.9 14.2

Compound growth rates (%):

Developed market 2001-2006 3 6 1 3

Emerging market 2001-2006 12 12 8 10

Sources: Cadbury Schweppes and Euromonitor (2006 data) .

Exhibit 5

Pricing Data for Kraft and Comparable Companies

Sources: Company reports and price data.

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Page 15: Kraft_080310_06-01-12_sample

Restructuring Kraft | Page 14

BY ENRIQUE R. ARZAC*

Exhibit 6

Kraft Foods Inc. Capital Market Data

(as of June 2009)

Sources: Company reports

and Wall Street estimates.

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