Obligation Mondelez Global 6.75% ( US50075NAX21 ) en USD

Mondelez Global

100 % ⇌

Etas-Unis

US50075NAX21 ( en USD )

6.75% par an ( paiement semestriel )

19/02/2014 - Obligation échue

Prospectus brochure de l'obligation Mondelez International US50075NAX21 en USD 6.75%, échue

2 000 USD

500 000 000 USD

50075NAX2

NR

NR

Mondelez International est une société multinationale américaine de produits alimentaires spécialisée dans les biscuits, le chocolat, les bonbons, le chewing-gum et les boissons.

L'Obligation émise par Mondelez Global ( Etas-Unis ) , en USD, avec le code ISIN US50075NAX21, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/02/2014

L'Obligation émise par Mondelez Global ( Etas-Unis ) , en USD, avec le code ISIN US50075NAX21, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Mondelez Global ( Etas-Unis ) , en USD, avec le code ISIN US50075NAX21, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
Page 1 of 54
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each Class of
Amount of

Securities to be Registered Proposed Maximum Aggregate Offering Price Registration Fee
Debt Securities
6.75% Notes due 2014
$500,000,000

$19,650
http://www.sec.gov/Archives/edgar/data/1103982/000119312508254944/d424b2.htm
1/6/2009

Final Prospectus Supplement
Page 2 of 54
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-147829

Prospectus Supplement to Prospectus dated December 4, 2007

Kraft Foods Inc.
$500,000,000 6.75% Notes due 2014
This is an offering of $500,000,000 of 6.75% Notes due 2014 to be issued by Kraft Foods Inc., a Virginia
corporation. We will pay interest on the notes on February 19 and August 19 of each year beginning on February
19, 2009. The notes will be issued in registered form and only in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. The notes will mature on February 19, 2014.
If we experience a change of control triggering event, we may be required to offer to purchase the notes
from holders. See "Description of Notes--Change of Control" in this prospectus supplement. 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.
Please read the information provided under the caption "Description of Notes" in this prospectus supplement
and "Description of Debt Securities" in the accompanying prospectus for a more detailed description of the notes.
See "Risk Factors" beginning on page S-9 of this prospectus supplement to read about important factors
you should consider before buying the notes.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement
or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Note
Total
Initial public offering price

99.896%
$499,480,000
Underwriting discount

0.350%
$
1,750,000
Proceeds, before expenses, to Kraft

99.546%
$497,730,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes
will accrue from December 19, 2008 and must be paid by the purchasers if the notes are delivered after
December 19, 2008.
The underwriters expect to deliver the notes to purchasers in registered book-entry form through the
facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking,
société anonyme, Luxembourg and Euroclear Bank S.A./N.V., as operator of the EuroclearSystem, and its
indirect participants, against payment in New York, New York on or about December 19, 2008.
Joint Book-Running Managers
BNP PARIBAS Citi Deutsche Bank Securities RBS Greenwich Capital
Senior Co-Managers
Mizuho Securities USA Inc. Banca IMI BBVA Securities
Co-Manager
Loop Capital Markets, LLC
http://www.sec.gov/Archives/edgar/data/1103982/000119312508254944/d424b2.htm
1/6/2009

Final Prospectus Supplement
Page 3 of 54

Prospectus Supplement dated December 16, 2008.
http://www.sec.gov/Archives/edgar/data/1103982/000119312508254944/d424b2.htm
1/6/2009

Final Prospectus Supplement
Page 4 of 54
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

About this Prospectus Supplement

S-1
Cautionary Statement Regarding Forward-Looking Statements

S-1
Summary of the Offering

S-2
About the Company

S-4
Recent Developments

S-4
Risk Factors

S-9
Ratio of Earnings to Fixed Charges

S-9
Use of Proceeds

S-9
Capitalization
S-10
Summary Historical Financial Data
S-11
Description of Notes
S-12
Certain U.S. Federal Income Tax Considerations
S-23
Underwriting
S-27
Experts
S-30
Legal Opinions
S-30
Prospectus

About this Prospectus

1
About the Company

1
Risk Factors

2
Where You Can Find More Information

2
Incorporation by Reference

2
Cautionary Statement Regarding Forward-Looking Statements

3
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

4
Description of Debt Securities

4
Plan of Distribution

15
Experts

16
Legal Matters

16
You should rely only on the information contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus and any permitted free writing prospectus we have authorized
for use with respect to this offering. No one has been authorized to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely on it. You should
not assume that the information contained in this prospectus supplement or the accompanying
prospectus or any document incorporated by reference is accurate as of any date other than the date on
the front cover of those documents. Our business, financial condition, results of operations and
prospects may have changed since those dates.
In connection with this offering, BNP Paribas Securities Corp., Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc. and Greenwich Capital Markets, 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, Deutsche Bank
Securities 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 accompanying prospectus and the offering
or sale of the notes in some jurisdictions may be restricted by law. Persons into whose
http://www.sec.gov/Archives/edgar/data/1103982/000119312508254944/d424b2.htm
1/6/2009

Final Prospectus Supplement
Page 5 of 54
Table of Contents
possession this prospectus supplement and the accompanying prospectus come are required by us and
the underwriters to inform themselves about and to observe any applicable restrictions.
This prospectus supplement and the accompanying 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.
This prospectus supplement has been prepared on the basis that any offer of notes in any Member
State of the European Economic Area (consisting of the European Union plus Iceland, Norway and
Liechtenstein) which has implemented the Prospectus Directive (2003/71/EC), each, a Relevant Member
State, will be made pursuant to an exemption under the Prospectus Directive, as implemented in that
Relevant Member State, from the requirement to publish a prospectus for any offer of such notes.
Accordingly, any person making or intending to make an offer in that Relevant Member State of notes
which are the subject of the offering contemplated in this prospectus supplement may only do so in
circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive
in that Relevant Member State in relation to such offer. Further, neither we nor the underwriters have
authorized, nor do they authorize, the making of any offer of notes in circumstances in which an
obligation arises for us or the underwriters to publish a prospectus for such offer pursuant to Article 3 of
the Prospectus Directive in relation to such offer.
http://www.sec.gov/Archives/edgar/data/1103982/000119312508254944/d424b2.htm
1/6/2009

Final Prospectus Supplement
Page 6 of 54
Table of Contents
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 accompanying prospectus. If information contained in this prospectus supplement, or the
information incorporated by reference in this prospectus supplement, is inconsistent with the accompanying
prospectus, this prospectus supplement, or the information incorporated by reference in this prospectus
supplement, will apply and will supersede that information in the accompanying prospectus.
It is important for you to read and consider all information contained in this prospectus supplement and
the accompanying prospectus in making your investment decision. You should also read and consider the
information in the documents we have referred you to under the caption "Where You Can Find More
Information" and "Incorporation by Reference" in the accompanying prospectus, including our annual report
on Form 10-K/A for the year ended December 31, 2007 and our quarterly reports on Form 10-Q for the
quarterly periods ended March 31, 2008, June 30, 2008 and September 30, 2008, all of which have been filed
with the Securities and Exchange Commission, or SEC.
References in this prospectus to "Kraft," the "Company," "we," "us" and "our" refer to Kraft Foods Inc.
and its subsidiaries. Trademarks and servicemarks in this prospectus supplement and the accompanying
prospectus appear in italic type and are the property of or licensed by us. References herein to "$" and
"dollars" are to U.S. dollars, and financial data included or incorporated by reference herein have been
presented in accordance with accounting principles generally accepted in the United States of America.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the information included in this prospectus supplement, the accompanying prospectus and the
documents we have incorporated by reference herein or therein contain forward-looking statements. You can
identify these forward-looking statements by use of words such as "strategy," "expects," "plans," "anticipates,"
"believes," "will," "continues," "estimates," "intends," "projects," "goals," "targets" and other words of similar
meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. We
cannot guarantee that any forward-looking statement will be realized, although we believe that we have been
prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties, and the
possibility of inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should
underlying assumptions prove inaccurate, actual results could vary materially from those anticipated,
estimated, or projected. Investors should bear this in mind as they consider forward-looking statements and
whether to invest in or remain invested in our securities. In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we identify from time to time important factors that could
cause actual results and outcomes to differ materially from those contained in any forward-looking statement
made by us or on our behalf. These factors include the ones discussed under "Risk Factors" in our SEC
filings incorporated by reference. It is not possible to predict or identify all risk factors. Any forward-looking
statements are made as of the date of the document in which they appear. We do not undertake to update
any forward-looking statement that we may make from time to time.

S-1
http://www.sec.gov/Archives/edgar/data/1103982/000119312508254944/d424b2.htm
1/6/2009

Final Prospectus Supplement
Page 7 of 54
Table of Contents
SUMMARY OF THE OFFERING
The following summary contains basic information about this offering. It does not contain all the
information that is important to you. For a more complete understanding of this offering, we encourage you to
read this entire prospectus supplement, including the information under the caption "Description of Notes,"
and the accompanying prospectus, including the information under the caption "Description of Debt
Securities," and the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus.

Issuer
Kraft Foods Inc.

Securities Offered
$500,000,000 aggregate principal amount of 6.75% Notes due
2014.

Maturity Date
February 19, 2014.

Interest Rate
The notes will bear interest from December 19, 2008 at the rate of
6.75% per annum.

Interest Payment Date
Interest on the notes is payable semiannually on February 19 and
August 19 of each year, beginning on February 19, 2009.

Long-Term Senior Unsecured Debt
Moody's Investors Service, Inc.: Baa2 (stable outlook)
Ratings*
Standard & Poor's Rating Services: BBB+ (stable outlook)
Fitch, Inc.: BBB (stable outlook)

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.

Covenants
We will issue the notes under an indenture containing covenants
that restrict our ability, above a certain threshold and with significant
exceptions, to:

incur debt secured by liens; and

engage in certain sale and leaseback transactions.
For more information on these covenants, please see the
information under the caption "Description of Debt Securities--
Restrictive Covenants" in the accompanying prospectus.
* Ratings are not recommendations 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 by the applicable rating agency 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
http://www.sec.gov/Archives/edgar/data/1103982/000119312508254944/d424b2.htm
1/6/2009

Final Prospectus Supplement
Page 8 of 54
Table of Contents
Change of Control
Upon the occurrence of both (i) a change of control of Kraft and
(ii) a downgrade of the notes below an investment grade rating by
each of Moody's Investors Service, Inc., Standard & Poor's Ratings
Services and Fitch, Inc. within a specified period, Kraft will be
required to make an offer to purchase the notes at a price equal to
101% of the aggregate principal amount of such notes, plus
accrued and unpaid interest to the date of repurchase. See
"Description of Notes--Change of Control."

Optional Redemption of Notes for Tax We may redeem all, but not part, of the notes upon the occurrence
Reasons
of specified tax events described under "Description of Notes--
Redemption for Tax Reasons."

Use of Proceeds
We intend to use the net proceeds from the sale of the offered
notes (estimated at $497,730,000 before expenses but after
deducting the underwriting discount) for general corporate
purposes, including the repayment of outstanding commercial paper
borrowings. See "Use of Proceeds."

Clearance and Settlement
The notes will be cleared through The Depository Trust Company,
including its participants Clearstream Banking, société anonyme,
Luxembourg and Euroclear Bank S.A./N.V.

Trustee
Deutsche Bank Trust Company Americas

Governing Law
The indenture governing the notes is, and the notes will be,
governed by, and construed in accordance with, the laws of the
State of New York.

S-3
http://www.sec.gov/Archives/edgar/data/1103982/000119312508254944/d424b2.htm
1/6/2009

Final Prospectus Supplement
Page 9 of 54
Table of Contents
ABOUT THE COMPANY
Kraft Foods Inc. is one of the world's largest food companies with revenues of approximately $36 billion
in 2007. We have nine brands with revenues exceeding $1 billion: Kraft cheeses, dinners and dressings;
Oscar Mayer meats; Philadelphia cream cheese; Maxwell House coffee; Nabisco cookies and crackers and
its Oreo brand; Jacobs coffees; Milka chocolates and LU biscuits. We have more than 50 brands with
revenues of at least $100 million. We manage and report operating results through two commercial units,
Kraft North America and Kraft International. Kraft North America operates in the U.S. and Canada, and we
manage its operations by product category, while we manage Kraft International's operations by geographic
region. We have operations in more than 70 countries and market our products in more than 150 countries.
Kraft's brands span five consumer sectors, as follows:

Snacks--primarily cookies, crackers, salted snacks and chocolate confectionery;

Beverages--primarily coffee, aseptic juice drinks and powdered beverages;

Cheese--primarily natural, process and cream cheeses;

Grocery--primarily enhancers, desserts and packaged dinners; and

Convenient Meals--primarily frozen pizza, lunch combinations and processed meats.
Our corporate headquarters are located at Three Lakes Drive, Northfield, Illinois 60093 and our
telephone number is (847) 646-2000. We maintain an Internet website at www.kraft.com. Except for the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus as
described under the heading "Incorporation by Reference" in the accompanying prospectus, the information
and other content contained on our website are not incorporated by reference in this prospectus supplement
or the accompanying prospectus, and you should not consider them to be a part of this prospectus
supplement or the accompanying prospectus.
RECENT DEVELOPMENTS
Discontinued Operations
On August 4, 2008, we completed the split-off of the Post cereals business, which was in connection
with our November 15, 2007 agreement to distribute and merge the Post cereals business into Ralcorp
Holdings, Inc., or Ralcorp, after an exchange to our shareholders. The exchange is expected to be tax-free to
participating shareholders for U.S. federal income tax purposes.
In this split-off transaction, approximately 46.1 million shares of Kraft's Class A common stock, or
Common Stock, were tendered for $1,644 million. Our shareholders had the option to exchange some or all of
their shares of our Common Stock and receive shares of common stock of Cable Holdco, Inc., or Cable
Holdco. Cable Holdco was our wholly owned subsidiary that owned certain assets and liabilities of the Post
cereals business. In exchange for the contribution of the Post cereals business, Cable Holdco issued
approximately $665 million in debt securities, issued shares of its common stock and assumed a $300 million
credit facility. Upon closing, we used the cash equivalent net proceeds, approximately $960 million, to repay
debt.
On June 25, 2008, Cable Holdco filed a registration statement on Form S-1/S-4/A with the SEC that
announced the start of the exchange offer. Approximately 30.5 million shares of Cable Holdco were offered in
exchange for our Common Stock at an exchange ratio of 0.6606. The exchange ratio

S-4
http://www.sec.gov/Archives/edgar/data/1103982/000119312508254944/d424b2.htm
1/6/2009

Final Prospectus Supplement
Page 10 of 54
Table of Contents
was calculated using the daily volume-weighted average prices of our Common Stock and Ralcorp common
stock on the New York Stock Exchange on the last three trading days of the offer, which expired on August 4,
2008. The exchange offer was over-subscribed and as a result, the number of shares of our Common Stock
accepted for exchange in the offer was prorated. Following the merger of Cable Holdco and a Ralcorp
subsidiary, the Cable Holdco common stock was exchanged for shares of Ralcorp common stock on a one-
for-one basis.
The Post cereals business includes such cereals as Honey Bunches of Oats, Pebbles, Shredded
Wheat, Selects, Grape-Nuts and Honeycomb. The brands in this transaction are distributed primarily in North
America. In addition to the Post brands, the transaction included four manufacturing facilities, certain
manufacturing equipment and approximately 1,230 employees who joined Ralcorp as part of the transaction.
Beginning in the third quarter of 2008, the results of the Post cereals business were reflected as
discontinued operations on the condensed consolidated statement of earnings and prior period results were
restated in a consistent manner. Pursuant to the Post cereals business transition services agreement, we
agreed to provide sales, co-manufacturing, distribution, information technology, and accounting and finance
services to Ralcorp for up to 12 months, with Ralcorp's option to extend it for an additional six months.
Summary results of operations for the Post cereals business through August 4, 2008, were as follows:

For the Three Months Ended
For the Nine Months Ended

September 30,
September 30,

2008
2007
2008
2007

(unaudited)

(in millions)

Net revenues

$
90
$
294
$
666
$
854

(Loss) / earnings before income
taxes

(12)
96
184

285
Benefit / (provision) for income
taxes

4
(35)
(69)
(105)
Gain on discontinued operations,
net of income taxes

860
--
860

--

Earnings and gain from
discontinued operations, net of
income taxes

$
852
$
61
$
975
$
180

The following assets of the Post cereals business were included in the Post distribution effective
August 4, 2008 (in millions):

Inventories

$
83
Plant, property and equipment, net

425
Goodwill

1,234
Other assets

11
Other liabilities

(3)

Distributed assets of the Post cereals business

$1,750

S-5
http://www.sec.gov/Archives/edgar/data/1103982/000119312508254944/d424b2.htm
1/6/2009