Bond Mondelez Global 6.5% ( US50075NAC83 ) in USD

Mondelez Global

100 % ▼

United States

US50075NAC83 ( in USD )

6.5% per year ( payment 2 times a year)

31/10/2031

Prospectus brochure of the bond Mondelez International US50075NAC83 en USD 6.5%, maturity 31/10/2031

1 000 USD

274 571 000 USD

50075NAC8

BBB ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

01/05/2025 ( Today )

Mondelez International is a multinational confectionery, food, and beverage conglomerate that produces and markets a wide range of snacks and drinks globally, including brands such as Oreo, Cadbury, and Ritz.

The Bond issued by Mondelez Global ( United States ) , in USD, with the ISIN code US50075NAC83, pays a coupon of 6.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/10/2031

The Bond issued by Mondelez Global ( United States ) , in USD, with the ISIN code US50075NAC83, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Mondelez Global ( United States ) , in USD, with the ISIN code US50075NAC83, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: [email protected]
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
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vySZksAw+xiOPe0nIAoPCQ==
<SEC-DOCUMENT>0000950123-01-507729.txt : 20011102
<SEC-HEADER>0000950123-01-507729.hdr.sgml : 20011102
ACCESSION NUMBER:
0000950123-01-507729
CONFORMED SUBMISSION TYPE:
424B2
PUBLIC DOCUMENT COUNT:
1
FILED AS OF DATE:
20011101
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME:
KRAFT FOODS INC
CENTRAL INDEX KEY:
0001103982
STANDARD INDUSTRIAL CLASSIFICATION:
FOOD & KINDRED PRODUCTS [2000]
IRS NUMBER:
522284372
STATE OF INCORPORATION:
VA
FISCAL YEAR END:
1231
FILING VALUES:
FORM TYPE:
424B2
SEC ACT:
1933 Act
SEC FILE NUMBER:
333-67770
FILM NUMBER:
1772419
BUSINESS ADDRESS:
STREET 1:
THREE LAKES DRIVE
CITY:
NORTHFIELD
STATE:
IL
ZIP:
60093
BUSINESS PHONE:
8476462000
MAIL ADDRESS:
STREET 1:
KRAFT FOODS INC
STREET 2:
THREE LAKES DRIVE
CITY:
NORTHFIELD
STATE:
IL
ZIP:
60093
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>z52383e424b2.txt
<DESCRIPTION>KRAFT FOODS INC.
<TEXT>
<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-67770
PROSPECTUS SUPPLEMENT DATED OCTOBER 30, 2001
(TO PROSPECTUS DATED AUGUST 30, 2001)
[KRAFT LOGO]
KRAFT FOODS INC.
$1,250,000,000 4 5/8% NOTES DUE 2006
$2,000,000,000 5 5/8% NOTES DUE 2011
$ 750,000,000 6 1/2% NOTES DUE 2031
------------------------
Interest on the notes is payable semiannually on May 1 and November 1 of
each year, beginning May 1, 2002. We may not redeem the notes prior to maturity
unless specified events occur involving United States taxation. The notes will
be issued only in denominations of $1,000 and integral multiples of $1,000.
The notes are offered globally for sale in those jurisdictions in the
United States, Canada, Europe, Asia and elsewhere where it is lawful to make
such offers. See "Offering Restrictions."
We have applied to have the notes listed on the Luxembourg Stock Exchange.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT OR THE ATTACHED PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<Table>
<Caption>

PUBLIC UNDERWRITING PROCEEDS TO KRAFT
OFFERING PRICE DISCOUNT (BEFORE EXPENSES)
-------------------------- ----------------------- --------------------------
PER NOTE TOTAL PER NOTE TOTAL PER NOTE TOTAL
-------- -------------- -------- ----------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
4 5/8% Notes due 2006 99.850% $1,248,125,000 0.350% $ 4,375,000 99.500% $1,243,750,000
5 5/8% Notes due 2011 99.947% $1,998,940,000 0.450% $ 9,000,000 99.497% $1,989,940,000
6 1/2% Notes due 2031 99.425% $ 745,687,500 0.875% $ 6,562,500 98.550% $ 739,125,000
-------------- ----------- --------------
Combined Total $3,992,752,500 $19,937,500 $3,972,815,000
-------------- ----------- --------------
</Table>
The public offering prices set forth above do not include accrued interest.
Interest will accrue from November 2, 2001.
------------------------
The underwriters expect to deliver the notes to purchasers in book-entry
form only through The Depository Trust Company, Clearstream or Euroclear, on or
about November 2, 2001.
------------------------
Joint Book-Runners
JPMORGAN LEHMAN BROTHERS
------------------------
Senior Co-Managers
ABN AMRO INCORPORATED BNP PARIBAS DEUTSCHE BANC ALEX. BROWN
HSBC SALOMON SMITH BARNEY SG INVESTMENT BANKING
------------------------
Co-Managers
<Table>
<S> <C> <C> <C>
BANC ONE CAPITAL ORMES CAPITAL MURIEL SIEBERT THE WILLIAMS CAPITAL
MARKETS, INC. MARKETS, INC. & CO., INC. GROUP, L.P.
</Table>
<PAGE>
TABLE OF CONTENTS
<Table>
<S> <C>
PROSPECTUS SUPPLEMENT
ABOUT THIS PROSPECTUS SUPPLEMENT...... S-1
SUMMARY OF THE OFFERING............... S-2
THE COMPANY........................... S-3
RECENT DEVELOPMENTS................... S-8
USE OF PROCEEDS....................... S-9
RATIO OF EARNINGS TO FIXED CHARGES.... S-9
CAPITALIZATION........................ S-10
SUMMARY HISTORICAL AND PRO FORMA
FINANCIAL AND OTHER DATA............ S-11
MANAGEMENT............................ S-13
DESCRIPTION OF NOTES.................. S-14
UNDERWRITING.......................... S-21
OFFERING RESTRICTIONS................. S-22
EXPERTS............................... S-25
LEGAL OPINIONS........................ S-26
LISTING AND GENERAL INFORMATION....... S-26
</Table>
<Table>
<S> <C>
PROSPECTUS
ABOUT THIS PROSPECTUS................... 1
RISK FACTORS............................ 1
WHERE YOU CAN FIND MORE INFORMATION..... 1
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS............ 2
THE COMPANY............................. 3
RATIO OF EARNINGS TO FIXED CHARGES...... 3
USE OF PROCEEDS......................... 4
DESCRIPTION OF DEBT
SECURITIES............................ 4
DESCRIPTION OF DEBT
WARRANTS.............................. 16
CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS........................ 18
PLAN OF DISTRIBUTION.................... 26
EXPERTS................................. 28

LEGAL OPINIONS.......................... 28
</Table>
------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS. NO ONE HAS
BEEN AUTHORIZED TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF THIS PROSPECTUS
SUPPLEMENT IS INCONSISTENT WITH THE ATTACHED PROSPECTUS, YOU SHOULD RELY ON THIS
PROSPECTUS SUPPLEMENT. IF ANYONE PROVIDES YOU WITH DIFFERENT OR INCONSISTENT
INFORMATION YOU SHOULD NOT RELY ON IT. WE ARE NOT MAKING AN OFFER OF THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE ATTACHED PROSPECTUS, NOR ANY SALE
MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF KRAFT FOODS INC.
SINCE THE DATE OF THIS PROSPECTUS SUPPLEMENT OR THE ATTACHED PROSPECTUS, OR THAT
THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
------------------------
IN CONNECTION WITH THIS OFFERING, J.P. MORGAN SECURITIES INC. AND LEHMAN
BROTHERS INC. OR THEIR RESPECTIVE AFFILIATES MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT LEVELS
WHICH MIGHT NOT OTHERWISE PREVAIL. IN ANY JURISDICTION WHERE THERE CAN ONLY BE
ONE STABILIZING AGENT, LEHMAN BROTHERS INC. OR ITS AFFILIATES SHALL EFFECT SUCH
TRANSACTIONS. THIS STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME
AND WILL BE CARRIED OUT IN COMPLIANCE WITH THE APPLICABLE LAWS, REGULATIONS AND
RULES.
------------------------
The distribution of this prospectus supplement and the attached prospectus
and the offering or sale of the notes in some jurisdictions may be restricted by
law. Persons into whose possession this prospectus supplement and the attached
prospectus come are required by us and the underwriters to inform themselves
about and to observe any applicable restrictions. This prospectus supplement and
the attached prospectus may not be used for or in connection with an offer or
solicitation by any person in any jurisdiction in which that offer or
solicitation is not authorized or to any person to whom it is unlawful to make
that offer or solicitation. See "Offering Restrictions" in this prospectus
supplement.
i
<PAGE>
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering of notes.
This prospectus supplement, or the information incorporated by reference in this
prospectus supplement, may add, update or change information in the attached
prospectus. If information in this prospectus supplement is inconsistent with
the attached prospectus, this prospectus supplement, or the information
incorporated by reference in this prospectus supplement, will apply and will
supersede that information in the attached prospectus.
It is important for you to read and consider all information contained in
this prospectus supplement and the attached prospectus in making your investment
decision. You should also read and consider the information in the documents we
have referred you to in "Where You Can Find More Information" in the attached
prospectus.
This prospectus supplement and the attached prospectus include particulars
given in compliance with the rules governing the listing of securities on the
Luxembourg Stock Exchange. We accept responsibility for the information
contained in this prospectus supplement and the attached prospectus. The
Luxembourg Stock Exchange takes no responsibility for the contents of this
document, makes no representations as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this prospectus
supplement and the attached prospectus.
We cannot guarantee that listing will be obtained on the Luxembourg Stock
Exchange. Inquiries regarding our listing status on the Luxembourg Stock
Exchange should be directed to our Luxembourg listing agent, Banque Generale du
Luxembourg.
Copies of this prospectus supplement, the attached prospectus, the
indenture, the underwriting agreement, our Current Report on Form 8-K filed with
the SEC on August 10, 2001 where you can find our audited combined financial
statements for the years ended December 31, 1999 and 2000, our quarterly report
on Form 10-Q for the quarter ended June 30, 2001 filed with the SEC, and our
Current Report on Form 8-K filed with the SEC on October 18, 2001, and all
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, will be available free of charge at
the office of our Luxembourg paying agent so long as any of the notes are
outstanding and listed on the Luxembourg Stock Exchange. These documents include
audited combined financial statements and unaudited combined and consolidated
quarterly financial statements. Future financial statements will also be
available free of charge from the paying agent in Luxembourg when they are

prepared. We do not prepare unconsolidated financial statements.
Trademarks and servicemarks in this prospectus supplement and the attached
prospectus appear in bold italic type and are the property of or licensed by our
subsidiaries.
Kraft Foods Inc. is a holding company incorporated in Virginia on December
7, 2000. Its two principal subsidiaries are Kraft Foods North America, Inc. and
Kraft Foods International, Inc. In this prospectus supplement, we use the terms
"Kraft," "we," "our" and "us" when we do not need to distinguish among these
entities or when any distinction is clear from the context. Otherwise, we use
the terms "Kraft Foods Inc.," "Kraft Foods North America" and "Kraft Foods
International." The term "Philip Morris" refers to our parent, Philip Morris
Companies Inc. The term "Nabisco" refers to Nabisco Holdings Corp. and its
subsidiaries. On July 29, 2001, Nabisco and its wholly-owned subsidiary,
Nabisco, Inc., were merged with and into Kraft Foods North America.
References herein to "$" and "dollars" are to United States dollars, and
all financial data included herein or incorporated by reference, other than
EBITDA, underlying operating companies income and underlying operating companies
income margin, have been presented in accordance with accounting principles
generally accepted in the United States of America.
S-1
<PAGE>
SUMMARY OF THE OFFERING
Issuer..................... Kraft Foods Inc.
Securities Offered......... $1,250,000,000 total principal amount of 4 5/8%
notes due 2006, maturing November 1, 2006.
$2,000,000,000 total principal amount of 5 5/8%
notes due 2011, maturing November 1, 2011.
$750,000,000 total principal amount of 6 1/2% notes
due 2031, maturing November 1, 2031.
Interest Rates............. The notes due 2006 will bear interest from November
2, 2001 at the rate of 4 5/8% per annum.
The notes due 2011 will bear interest from November
2, 2001 at the rate of 5 5/8% per annum.
The notes due 2031 will bear interest from November
2, 2001 at the rate of 6 1/2% per annum.
Interest Payment Dates..... May 1 and November 1 of each year, beginning on May
1, 2002.
Long-Term Senior Unsecured
Debt Ratings*.............. Standard & Poor's: A-
Moody's: A2
Fitch: A
Ranking.................... The notes will be our senior unsecured obligations
and will rank equally in right of payment with all
of our existing and future senior unsecured
indebtedness.
Redemption of Notes for
Tax Reasons................ We may redeem all, but not part, of the notes of
each series upon the occurrence of specified tax
events described under the heading "Description of
Notes -- Redemption for Tax Reasons" in this
prospectus supplement.
Covenants.................. We will issue the notes under an indenture
containing covenants that restrict our ability,
with significant exceptions, to:
-- incur debt secured by liens; and
-- engage in sale/leaseback transactions.
Use of Proceeds............ We intend to use the net proceeds of approximately
$3,972,815,000 to repay a portion of our existing
indebtedness to Philip Morris.
Listing.................... Application has been made to list the notes on the
Luxembourg Stock Exchange.
Clearance and Settlement... The notes will be cleared through The Depository
Trust Company, Clearstream and Euroclear.
Luxembourg Paying and
Transfer Agent............. Chase Manhattan Bank Luxembourg S.A.
Governing Law.............. State of New York.

* Ratings are not a recommendation to purchase, hold or sell the notes, inasmuch
as the ratings do not comment as to market price or suitability for a
particular investor. The ratings are based on current information furnished to
the rating agencies by us and information obtained by the rating agencies from
other sources. The ratings are only accurate as of the date hereof and may be
changed, superseded or withdrawn as a result of changes in, or unavailability
of, such information, and, therefore, a prospective purchaser should check the
current ratings before purchasing the notes.
S-2
<PAGE>
THE COMPANY
We are the largest branded food and beverage company headquartered in the
United States and the second largest in the world based on 2000 revenue on a pro
forma basis for our acquisition of Nabisco. We have a superior brand portfolio
created and supported through dynamic product innovation, worldclass marketing,
experienced management, global scale and strategic acquisitions. Our brands are
sold in more than 140 countries and, according to A.C. Nielsen, are enjoyed in
over 99% of the households in the United States. Consumers of all ages around
the world enjoy our brands, whether at home or away from home, across the entire
spectrum of food and beverage occasions: breakfast, lunch, dinner and snacks.
In December 2000, to expand our global presence and to strengthen our
position in the fast growing snacks consumer sector, we acquired Nabisco, the
largest manufacturer and marketer of cookies and crackers in the world based on
retail sales. Together with Nabisco, we would have reported 2000 pro forma
revenue of $34.7 billion and 2000 pro forma earnings before interest, income
taxes, depreciation and amortization of $6.3 billion, had the acquisition been
completed on January 1, 2000.
Our portfolio includes 61 brands with 2000 revenue over $100 million,
accounting for 75% of our 2000 pro forma revenue. Seven of our brands, listed
below, had 2000 revenue over $1 billion, accounting for 40% of our 2000 pro
forma revenue:
- KRAFT -- the #1 cheese brand in the world, as well as our best known
brand for salad and spoonable dressings, packaged dinners, barbecue
sauce and other products;
- NABISCO -- the umbrella brand for the #1 cookie and cracker business
in the world, including nine of our $100 million brands;
- OSCAR MAYER -- the #1 processed meats brand in the United States;
- POST -- the #3 brand of ready-to-eat cereals in the United States;
- MAXWELL HOUSE -- one of the leading coffee brands in the world;
- PHILADELPHIA -- the #1 cream cheese brand in the world; and
- JACOBS -- the #1 roast and ground coffee brand in Western Europe.
We conduct our global food business through two units. Kraft Foods North
America operates in the United States, Canada and Mexico and accounted for $25.3
billion, or 73%, of our 2000 pro forma revenue. Kraft Foods International, which
operates in 63 countries and sells its products in more than 140 countries,
accounted for $9.4 billion, or 27%, of our 2000 pro forma revenue.
In the United States, for the twelve months ended June 30, 2001, based on
dollar shares, we held the #1 share position in 22 of our 25 core categories or,
based on volume or equivalent unit shares, in 21 of these 25 categories. In
addition, based on volume or equivalent unit shares, we held the #1 share
position in 21 of our 25 core international country categories. We strive to be
the category leader in all of our principal markets. Category leaders often
achieve higher margins than other category participants, due to the benefits of
scale, consumer loyalty and retail customer emphasis that are frequently
associated with category leadership.
------------------------
Our principal executive offices are located at Three Lakes Drive,
Northfield, Illinois 60093 and our telephone number is (847) 646-2000.
------------------------
S-3
<PAGE>
OUR GOALS, STRENGTHS AND STRATEGIES
Our Goals
Our long-term mission is to be recognized as the undisputed leader of the
global food and beverage industry. To that end, we strive to be:
- the first choice of our consumers;

- an indispensable partner to our retailers and other customers;
- the most desired partner for strategic alliances;
- the employer of choice in our industry;
- a responsible citizen in our communities; and
- a consistent producer of industry-leading financial performance and
returns for our investors.
Our Strengths
Our strengths are:
- OUR SUPERIOR BRAND PORTFOLIO -- our brands enjoy consumer loyalty,
trust and satisfaction, and offer our retail customers a strong
combination of growth and profitability;
- OUR INNOVATIVE PRODUCTS SUPPORTED BY WORLDCLASS MARKETING -- we
nurture the growth of our brands by developing new and innovative
products and line and geographic extensions and supporting them with
effective advertising and promotions;
- OUR SUCCESSFUL PORTFOLIO MANAGEMENT -- a key contributor to our
growth and financial returns has been our proven ability to
strengthen our portfolio through acquisitions and divestitures;
- OUR GLOBAL SCALE -- our size and scope enable us to be more efficient
and effective in serving our customers worldwide and to expand our
brands geographically while reducing costs and improving productivity
and margins; and
- OUR MANAGEMENT'S PROVEN ABILITY TO EXECUTE -- we have an experienced
management team committed to achieving superior performance.
Our Strategies
We intend to create superior value for our investors by continuing to
execute our proven growth and operating strategies. We achieve significant
benefits from our scale by applying the following strategies across our entire
global organization:
- ACCELERATE GROWTH OF CORE BRANDS -- grow our brands by:
-- focusing on consumer sectors with attractive growth
characteristics;
-- addressing consumer needs, including convenience and health and
wellness;
-- expanding our presence in faster growing distribution channels;
and
-- targeting attractive demographic and economic segments in each
market;
S-4
<PAGE>
- DRIVE GLOBAL CATEGORY LEADERSHIP -- attain and expand the leading
position in our categories across our key markets in order to capture
a higher share of each category's growth and profit;
- OPTIMIZE OUR PORTFOLIO -- actively manage our business and brand
portfolio through acquisitions, divestitures and licensing
arrangements to improve the growth profile and profitability of our
business;
- MAXIMIZE OPERATING EFFICIENCY -- drive excess costs and unproductive
assets out of our system and realize synergies from our acquisition
of Nabisco, while emphasizing product quality and customer service;
and
- BUILD EMPLOYEE AND ORGANIZATIONAL EXCELLENCE -- invest significant
resources in training, development and career management and utilize
employee measurement and compensation systems, all designed to
achieve our success in the marketplace.
------------------------
S-5
<PAGE>
In the United States, based on dollar shares, we hold the #1 share position
in 22 of our 25 core categories or, based on volume or equivalent unit shares,
in 21 of these 25 categories. Our 25 core United States categories are those for
which we regularly report our performance to senior management and to our board
of directors.

KRAFT FOODS NORTH AMERICA
25 U.S. CORE CATEGORIES FOR THE TWELVE MONTHS ENDED JUNE 30, 2001
<Table>
<Caption>
OUR U.S. OUR U.S.
DOLLAR/VOLUME CATEGORY CATEGORY
CONSUMER SECTOR/CATEGORY SHARE RANK MAJOR BRANDS DOLLAR SHARE (%) VOLUME SHARE (%)
- ------------------------ ------------- ------------ ---------------- ----------------
<S> <C> <C> <C> <C>
SNACKS
Cookies #1 OREO, CHIPS AHOY! 40.5% 35.5%
Crackers #1 RITZ, PREMIUM 50.5 45.2
Ready-to-Eat
Refrigerated Desserts #1 JELL-O 56.6 54.5
Snack Nuts #1 PLANTERS 46.4 44.6
Sugar Confectionery #1/#2 LIFE SAVERS, ALTOIDS, FARLEYS 19.4 16.6
BEVERAGES
Aseptic Juice Drinks #1 CAPRI SUN, TANG 43.1 48.3
Coffee #2 MAXWELL HOUSE 33.5 31.1
Powdered Soft Drinks #1 KOOL-AID, CRYSTAL LIGHT 84.1 80.8
CHEESE
Cream Cheese #1 PHILADELPHIA 67.0 61.3
Grated Cheese #1 KRAFT 54.7 49.5
Natural Cheese #1 KRAFT 27.7 24.2
Process Cheese Loaves #1 VELVEETA 87.1 83.8
Process Cheese Slices #1 KRAFT 55.1 47.0
GROCERY
Dry Packaged Desserts #1 JELL-O 82.0 78.6
Frozen Whipped Toppings #1 COOL WHIP 72.2 67.1
Ready-to-Eat Cereals #3 POST 16.0 16.1
Salad Dressings #1 KRAFT 31.6 32.8
Spoonable Dressings #1 KRAFT, MIRACLE WHIP 46.1 44.7
Steak Sauces #1 A.1 59.9 48.8
CONVENIENT MEALS
Bacon #1 OSCAR MAYER, LOUIS RICH 19.2 13.8
Cold Cuts #1 OSCAR MAYER, LOUIS RICH 31.5 30.9
Frozen Pizza #1 DIGIORNO, TOMBSTONE 38.3 38.3
Hot Dogs #2 OSCAR MAYER, LOUIS RICH 21.4 17.3
Lunch Combinations #1 LUNCHABLES 75.9 80.2
Macaroni & Cheese Dinners #1 KRAFT 82.4 71.5
</Table>
- ---------------
Note: U.S. share data are supplied by A.C. Nielsen or Information Resources
Inc. and reflect grocery stores, supercenters and mass merchandisers;
share data do not include all retail outlets. All share data are for
the twelve-month period ended June 30, 2001 or, where not available as
of such date, for the date, in the month of June, closest to June 30,
2001 for which such data are available.
S-6
<PAGE>
We hold the #1 share position, based on volume or equivalent unit shares,
in 21 of our 25 core international country categories. Our 25 core international
country categories are those for which we regularly report our performance to
senior management and to our board of directors.
KRAFT FOODS INTERNATIONAL
25 CORE COUNTRY CATEGORIES FOR THE TWELVE MONTHS ENDED JUNE 30, 2001
<Table>
<Caption>
SHARE OUR CATEGORY
CONSUMER SECTOR/CATEGORY COUNTRY RANK MAJOR BRANDS VOLUME SHARE (%)
- ------------------------ ------- ----- ------------ ----------------
<S> <C> <C> <C> <C>
SNACKS
Biscuits Argentina #1 TERRABUSI 28.2%
Biscuits Venezuela #1 CLUB SOCIAL 44.5
Chocolate Austria #1 MILKA 48.0
Chocolate Belgium #1 COTE D'OR 31.2
Chocolate France #2 MILKA, COTE D'OR 14.6
Chocolate Germany #3 MILKA 11.1
Chocolate Norway #1 FREIA 52.9
Chocolate Sweden #1 MARABOU 50.0
Salty Snacks Scandinavia/Finland #1 ESTRELLA 35.7
BEVERAGES
Coffee France #1 CARTE NOIRE 40.9
Coffee Germany #1 JACOBS 25.3
Coffee Poland #1 JACOBS 18.6
Coffee Sweden #1 GEVALIA 43.6
Coffee United Kingdom #2 KENCO, MAXWELL HOUSE 21.5
Powdered Soft Drinks Argentina #1 TANG, CLIGHT 70.5

Powdered Soft Drinks Brazil #1 TANG, CLIGHT 51.7
CHEESE
Cream Cheese Germany #2 PHILADELPHIA 21.1
Cream Cheese Italy #1 PHILADELPHIA 63.4
Cream Cheese United Kingdom #1 PHILADELPHIA 60.6
Process Cheese Australia #1 KRAFT Singles 48.9
Process Cheese Slices Italy #1 KRAFT SOTTILETTE 56.4
Process Cheese United Kingdom #1 KRAFT DAIRYLEA 45.6
GROCERY
Spoonable Dressings Germany #1 MIRACEL WHIP 33.3
Yeast Spreads Australia #1 VEGEMITE 88.3
CONVENIENT MEALS
Canned Beef Italy #1 SIMMENTHAL 61.8
</Table>
- ---------------
Note: International share data are supplied by A.C. Nielsen, except for
Venezuelan biscuits and Italian canned beef share data, which are
supplied by Information Resources Inc.; share data do not include all
retail outlets. All share data are for the twelve-month period ended
June 30, 2001 or, where not available as of such date, for the date,
in the month of June, closest to June 30, 2001 for which such data are
available.
S-7
<PAGE>
RELATIONSHIP WITH PHILIP MORRIS
Philip Morris owns 49.5% of our outstanding Class A common stock and 100%
of our outstanding Class B common stock. Our Class A common stock has one vote
per share while our Class B common stock has ten votes per share. As a result,
Philip Morris controls 97.7% of the combined voting power of all of our
outstanding common stock. For as long as Philip Morris continues to own shares
of common stock representing more than 50% of the combined voting power of our
common stock, it will be able to direct the election of all of the members of
our board of directors and determine the outcome of all matters submitted to a
vote of our shareholders, including matters involving mergers or other business
combinations, the acquisition or disposition of assets, the incurrence of
indebtedness, the issuance of any additional shares of common stock or other
equity securities and the payment of dividends on common stock.
We have agreed with Philip Morris that so long as it holds more than 50% of
our outstanding common stock, our board of directors will have three members
designated by Philip Morris and four members who are not otherwise affiliated
with us or with Philip Morris. Two other members of our nine-person board of
directors are executive officers of Kraft.
Various legal actions, proceedings and claims relating to tobacco products
are pending or may be instituted against operating subsidiaries of Philip Morris
that are engaged in the manufacture and sale of cigarettes and also against
Philip Morris. If plaintiffs were successful in holding Philip Morris
responsible, shares of our Class A or Class B common stock that are owned by
Philip Morris would be among the assets of Philip Morris available to satisfy
these liabilities. Because Kraft Foods Inc. and its subsidiaries are separate
corporations that have not engaged in the business of manufacturing and selling
cigarettes, we believe that the risk that our assets could be attached to
satisfy these liabilities is remote.
RECENT DEVELOPMENTS
THIRD QUARTER FINANCIAL RESULTS
On October 16, 2001, we announced our financial results for the three
months ended September 30, 2001. On a reported basis, compared with our results
for the third quarter of 2000, worldwide volume increased 34.6%; operating
revenues increased 29.6% to $8.1 billion; and operating companies income
increased 17.5% to $1.5 billion, reflecting the acquisition of Nabisco. Net
earnings decreased 8.2% to $503 million and diluted earnings per share decreased
23.7% to $0.29 as a result of higher interest expense and goodwill amortization
from the Nabisco acquisition. Included in reported results for the third quarter
of 2001 are $37 million of costs to consolidate production lines in the United
States. These costs are part of the previously disclosed $200 million to $300
million in estimated charges for Kraft site closures, reconfigurations and other
consolidation programs associated with integrating Kraft and Nabisco.
VOLUNTARY RETIREMENT PROGRAM
On October 26, 2001, we announced a voluntary retirement program for
certain salaried employees in the United States as part of our integration with
Nabisco. We estimate that our workforce will be reduced by approximately 1,000
employees as a result of this program. We estimate that the program will result
in a total pre-tax charge of approximately $160 million in the first quarter of
2002. Of this amount, we estimate that the program will result in a $20 million
to $25 million reduction in operating cash flow in the first quarter of 2002.
The estimated $160 million pre-tax charge is part of the previously disclosed
$200 million to $300 million in estimated charges for Kraft site closures,

reconfigurations and other consolidation programs associated with integrating
Kraft and Nabisco.
NATIONAL CHEESE EXCHANGE LITIGATION
Our subsidiaries are parties to a variety of legal proceedings arising out
of the normal course of business, including the matters discussed under the
caption "Legal Proceedings" in our quarterly report on
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Form 10-Q for the quarter ended June 30, 2001, which is incorporated herein by
reference. While the results of litigation cannot be predicted with certainty,
management believes that the final outcome of these proceedings will not have a
material adverse effect on our results of operations or financial position. The
following updates disclosure included in our quarterly report on Form 10-Q for
the quarter ended June 30, 2001 with respect to certain pending litigation.
Since 1996, seven putative class actions have been filed by various dairy
farmers alleging that we and others engaged in a conspiracy to fix and depress
the prices of bulk cheese and milk through their trading activity on the
National Cheese Exchange. Plaintiffs seek injunctive and equitable relief and
unspecified treble damages. Two of the actions were voluntarily dismissed by
plaintiffs after class certification was denied. Three cases were consolidated
in state court in Wisconsin, and in November 1999, the court granted our motion
for summary judgment. In June 2001, the Wisconsin Court of Appeals affirmed the
trial court's ruling, but, on October 23, 2001, the Wisconsin Supreme Court
granted the plaintiffs' petition for further review. Our motions to dismiss were
granted in the cases pending in Illinois state court and in the United States
District Court of the Central District of California. Appellate courts have
reversed and remanded both cases for further proceedings. No classes have been
certified in any of the cases.
USE OF PROCEEDS
In anticipation of this offering, our $4.0 billion 7.40% note payable to
Philip Morris, originally maturing in December 2002, was converted into a
3.56125% note maturing on November 20, 2001. We issued the 7.40% note in
connection with our acquisition of Nabisco. We plan to use the net proceeds of
the offering (before expenses), estimated to be approximately $3,972,815,000, to
repay a portion of the 3.56125% note.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratios of earnings to fixed
charges for the periods indicated:
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
NINE MONTHS ENDED ------------------------------------
SEPTEMBER 30, 2001 2000 1999 1998 1997 1996
------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratios of earnings to fixed charges... 2.9 5.8 5.6 5.7 6.2 5.3
</Table>
Earnings available for fixed charges represent earnings before income taxes
and cumulative effect of accounting change(s) and fixed charges excluding
capitalized interest, net of amortization, reduced by undistributed earnings of
our less than 50% owned affiliates. Fixed charges represent interest expense,
amortization of debt discount and expenses, capitalized interest, plus that
portion of rental expense deemed to be the equivalent of interest.
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CAPITALIZATION
The following table sets forth our capitalization on a consolidated basis
as of September 30, 2001. We have presented our capitalization:
- on an actual basis; and
- on an as adjusted basis to reflect the issuance of notes offered
hereby and the use of the net proceeds therefrom (before expenses) to
repay a portion of our existing indebtedness to Philip Morris. See
"Use of Proceeds."
You should read the following table along with our financial statements and
the accompanying notes to those statements and our pro forma condensed combined
financial information and accompanying introductions and notes, together with
management's discussion and analysis of financial condition and results of
operations, that we have incorporated by reference in this prospectus
supplement, and our summary historical and pro forma financial and other data
included in this prospectus supplement. Since September 30, 2001 to the date of
this prospectus supplement, there has not been any material change in the
information set forth below.

<Table>
<Caption>
AS OF SEPTEMBER 30,
2001
-------------------
AS
ACTUAL ADJUSTED
------- --------
(IN MILLIONS)
<S> <C> <C>
Short-term borrowings, including current maturities(1)...... $ 716 $ 716
Short-term obligations payable to Philip Morris(1).......... 2,361 2,361
Long-term obligations payable to Philip Morris(1)........... 9,000 5,027
4 5/8% Notes due 2006....................................... -- 1,250
5 5/8% Notes due 2011....................................... -- 2,000
6 1/2% Notes due 2031....................................... -- 750
Other long-term debt(1)..................................... 4,654 4,654
------- -------
Total debt............................................. 16,731 16,758
------- -------
Shareholders' equity:
Preferred stock, no par value, 500,000,000 shares
authorized; none issued and outstanding...............
Class A common stock, no par value, 3,000,000,000
shares authorized; 555,000,000 shares issued and
outstanding...........................................
Class B common stock, no par value, 2,000,000,000
shares authorized; 1,180,000,000 shares issued and
outstanding...........................................
Additional paid-in capital............................. 23,655 23,655
Earnings reinvested in the business.................... 2,069 2,069
Accumulated other comprehensive losses (primarily
currency translation adjustments)..................... (2,417) (2,417)
------- -------
Total shareholders' equity............................. 23,307 23,307
------- -------
Total capitalization........................................ $40,038 $40,065
======= =======
</Table>
- ---------------
(1) Certain short-term borrowings and short-term obligations, including our
$4.0 billion 3.56125% note maturing on November 20, 2001 payable to Philip
Morris, have been reclassified as long-term in reliance on our revolving
credit facility which expires in 2006 and our current intention to
refinance certain of these borrowings and obligations on a long-term basis.
Long-term rates and maturities for such refinancings will vary depending on
market conditions at the time of issuance.
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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OTHER DATA
The following table presents our summary historical and pro forma financial
and other data and should be read along with our financial statements and the
accompanying notes to those statements and our pro forma condensed combined
financial information and accompanying introductions and notes, together with
management's discussion and analysis of financial condition and results of
operations, that we have incorporated by reference in this prospectus
supplement. The unaudited financial information includes all adjustments,
consisting of normal recurring accruals, which we consider necessary for a fair
presentation of our results of operations for these periods.
On December 11, 2000, we acquired Nabisco. We have accounted for the
acquisition as a purchase. Nabisco's balance sheet has been consolidated with
our balance sheet as of December 31, 2000; however, Nabisco's earnings from
December 11, 2000 through December 31, 2000, have not been included in our
combined operating results because the amounts were insignificant. Our interest
cost of $65 million in 2000 associated with acquiring Nabisco has been included
in interest and other debt expense, net, in our combined statement of earnings
for the year ended December 31, 2000. Nabisco earnings have been included in our
consolidated operating results for the nine months ended September 30, 2001.
Prior to June 13, 2001, we were a wholly-owned subsidiary of Philip Morris.
On June 13, 2001, we completed an initial public offering (the "IPO") of
280,000,000 shares of our Class A common stock at a price of $31.00 per share.
The IPO proceeds, net of the underwriting discount and expenses, of $8.4 billion
were used to retire a portion of an $11.0 billion long-term note payable to
Philip Morris incurred in connection with the acquisition of Nabisco.
Subsequently, we repaid the balance of this note with proceeds of commercial
paper borrowings.
Our pro forma as adjusted statement of earnings, cash flow and other data
present our pro forma as adjusted results of operations for the year ended
December 31, 2000, as if the acquisition of Nabisco had occurred on January 1,
2000 and as if the IPO had been completed on January 1, 2000, with the net
proceeds being used to retire a portion of the $11.0 billion long-term note
payable to Philip Morris mentioned above.