2 Forward-looking statements This slide presentation contains forward-looking statements about our proposed combination with Cadbury, including but not limited to statements regarding our beliefs that: the terms of our possible offer will deliver compelling value to Cadbury shareholders, represent an attractive premium and provide Cadbury shareholders with both value certainty and the opportunity to participate in future upside of combined company; the combination will drive significant benefits for our shareholders; the transaction will be accretive to cash EPS in the second year; the combined company will maintain an investment grade credit rating; the portfolio of the combined company will enhance our long-term growth rate and drive substantial shareholder value; we have significant global scale and a strong portfolio of iconic brands in five consumer sectors; we have executed our turnaround despite a difficult environment, including by strengthening our senior leadership team, creating accountable business units by decentralizing, revising incentive systems, enhancing the relevance of our core brands, strengthening our category mix, focusing investments on priority categories, core brands and key markets, leveraging our scale in the marketplace, expanding our reach in growing trade channels, improving coverage in traditional trade, improving our product quality from parity to vastly preferred and moving to a model of continuous improvement; our targets of restoring profit margins to industry benchmarks, achieving high end of 7%-9% EPS growth and growing cash flow in excess of EPS growth; the time is right to further our transformation by pursuing growth from a position of strength, preparing our organization to execute with excellence and leveraging strong financial momentum; our priorities of focusing on growth categories, expanding our footprint in developing markets, our presence in growing trade channels and our margins have shaped our long term strategy; Cadbury is a perfect strategic fit with a strong portfolio with leading market positions in the fast-growing confectionary category; confectionery is an attractive category; the combined company would be the global leader in confectionery with a diversified portfolio of leading confectionery brands; Cadbury’s footprint is highly complementary to Kraft Foods’, increasing scale in developing markets for both companies; Cadbury has strong infrastructure in instant consumption channels; both companies would benefit from complementary strengths in sales and distribution; we have unique capabilities to drive performance in traditional channels; the combined companies would have the opportunity to leverage expertise as large format retail grows globally; the combined companies would provide significantly expanded reach in instant consumption channels versus traditional channels; instant consumption channels present the opportunity for higher growth and margins; a combination with Cadbury promises meaningful revenue and cost synergies and a significant opportunity to realize cost savings; we have proven our ability to successfully integrate acquisitions; the strategic rationale for the combination is compelling; the combination would allow us to drive growth while retaining a diversified portfolio, create a leading platform in confectionery, give us an expanded global reach focused on high growth geographies, create exceptional go-to-market capabilities and provide the opportunity to realize meaningful synergies; our long-term organic revenue growth and EPS growth would improve following the proposed combination; we have strong standalone operating and financial momentum; Kraft Foods + Cadbury is a compelling strategic opportunity; Cadbury has few catalysts for sustained future value creation as a standalone entity; and we have a proposal that we believe delivers an attractive premium to Cadbury shareholders and substantial value to both Cadbury and Kraft Foods shareholders. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statements. Such factors, include, but are not limited to, continued volatility of input costs, pricing actions, increased competition, our ability to differentiate our products from private label products, unanticipated expenses such as litigation or legal settlement expenses, our indebtedness and ability to pay our indebtedness, the shift in our product mix to lower margin offerings, risks from operating internationally, tax law changes, the possibility that the proposed combination will not be pursued, failure to obtain necessary regulatory approvals or required financing or to satisfy any of the other conditions to the combination, adverse effects on the market price of our common stock and on our operating results because of a failure to complete the combination, failure to realize the expected benefits of the combination, negative effects of announcement or consummation of the combination on the market price of our common stock, significant transaction costs and/or unknown liabilities and general economic and business conditions that affect the combined companies following the combination. For additional information on these and other factors that could affect our forward-looking statements, see our filings with the U.S. Securities and Exchange Commission (the "SEC"), including our most recently filed Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this slide presentation, except as required by applicable law or regulation. |