Attached files

file filename
8-K - FORM 8-K - Mondelez International, Inc.d8k.htm
EX-99.1 - KRAFT FOODS INC. PRESS RELEASE, DATED NOVEMBER 3, 2009. - Mondelez International, Inc.dex991.htm
EX-99.7 - REPORT ON PROFIT FORECASTS BY KRAFT FOODS INC. OF THE FINANCIAL ADVISORS - Mondelez International, Inc.dex997.htm
EX-99.3 - INDEPENDENT REVIEW REPORT TO KRAFT FOODS INC. OF PRICEWATERHOUSECOOPERS LLP - Mondelez International, Inc.dex993.htm
EX-99.5 - PROFIT FORECAST INCLUDING BASES AND ASSUMPTIONS - Mondelez International, Inc.dex995.htm
EX-99.4 - REPORT BY THE FINANCIAL ADVISERS TO KRAFT FOODS INC. - Mondelez International, Inc.dex994.htm
EX-99.2 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Mondelez International, Inc.dex992.htm

Exhibit 99.6

Report of Reporting Accountant

The accounting policies and calculations underlying the Profit Forecast included in Exhibit 99.5 have been reported upon by the U.S. firm of PricewaterhouseCoopers LLP, our independent registered public accounting firm. PricewaterhouseCoopers LLP’s report (the “PwC Report”) is set forth below.

PricewaterhouseCoopers LLP has prepared the PwC Report at our request solely to enable us to meet certain of our obligations pursuant to Rule 28.3(b) of The City Code on Takeovers and Mergers (the “Takeover Code”) in the United Kingdom. The Takeover Code applies to the possible combination with Cadbury plc (the “Possible Offer”) because Cadbury plc has its registered office in the United Kingdom and its securities are admitted to trading on the London Stock Exchange. Rule 28.4 of the Takeover Code requires that documents published in connection with the Possible Offer (including this Form 8-K) include an accountants’ report on the Profit Forecast because we published the Profit Forecast during the offer period (as defined in the Takeover Code).

We are not required to provide the PwC Report by the U.S. securities laws, the rules of the SEC, or any other applicable U.S. law. Accordingly, the PwC Report is intended to be relied upon only by those persons to whom it is expressly addressed and the Cadbury plc shareholders to which the Possible Offer is made and should not be relied upon by any other person.

The PwC Report was prepared in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. It was not prepared in accordance with auditing or other standards and practices generally accepted in the United States of America, or other jurisdictions, nor the auditing standards and practices of the Public Company Accounting Oversight Board (United States), nor does it constitute an examination, compilation or review under those standards and practices. Accordingly, it should not be relied upon as if it had been carried out in accordance with those U.S. standards and practices or any standards other than the U.K. standards mentioned above. Additionally, to the extent permitted by law and as set forth in the PwC Report, PricewaterhouseCoopers LLP’s liability for the PwC Report, which is addressed to our Board of Directors and our financial advisers, is limited to any responsibility PricewaterhouseCoopers LLP may have to the addressees of the Report and Cadbury plc’s shareholders as a result of inclusion of this report in this Form 8-K.

Cadbury plc shareholders should review the PwC Report in its entirety, and the foregoing statements are qualified by reference to the full PwC Report.

 

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The Directors

Kraft Foods Inc.

Three Lakes Drive

Northfield, Illinois 60093

United States of America

Lazard & Co., Limited

50 Stratton Street

London W1J 8LL

United Kingdom

Centerview Partners UK LLP

Ryder Court

14 Ryder Street

London SW1 6QB

United Kingdom

Citigroup Global Markets Limited

Citigroup Centre

London E14 5LB

United Kingdom

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

3 November 2009

Dear Sirs

Kraft Foods Inc.

We report on the profit forecasts comprising the statements by Kraft Foods Inc. (“Kraft Foods”) in respect of diluted earnings per share and discretionary cash flow of Kraft Foods and its consolidated subsidiaries (together the “Kraft Foods Group”) for the year ending 31 December 2009 (together, the “Profit Forecast”). The Profit Forecast and the material assumptions upon which it is based, are set out in Exhibit 99.5 of this Form 8-K furnished by Kraft Foods dated 3 November 2009 (the “Form 8-K”).

This report is required by Rule 28.3(b) of the City Code on Takeovers and Mergers issued by the Panel on Takeovers and Mergers (the “Takeover Code”) and is given for the purpose of complying with that rule and for no other purpose.

Responsibilities

It is the responsibility of the directors of Kraft Foods (the “Kraft Foods Directors”) to prepare the Profit Forecast in accordance with the requirements of the Takeover Code.

It is our responsibility to form an opinion as required by Rule 28.3(b) of the Takeover Code as to the proper compilation of the Profit Forecast and to report that opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed or to the shareholders of Cadbury plc as a result of the inclusion of this report in the Form 8-K under Rule 28.3(b) of the Takeover Code, to the fullest extent

 

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permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 28.4 of the Takeover Code, consenting to its inclusion in this Form 8-K.

Basis of Preparation of the Profit Forecast

The Profit Forecast has been prepared on the basis stated in Exhibit 99.5 of this Form 8-K and is based on the unaudited interim financial results for the nine months ended 30 September 2009 and a forecast to 31 December 2009. The Profit Forecast is required to be presented on a basis consistent with the accounting policies of the Kraft Foods Group.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included evaluating the basis on which the historical financial information included in the Profit Forecast has been prepared and considering whether the Profit Forecast has been accurately computed based upon the disclosed assumptions and the accounting policies of the Kraft Foods Group. Whilst the assumptions upon which the Profit Forecast are based are solely the responsibility of the Kraft Foods Directors, we considered whether anything came to our attention to indicate that any of the assumptions adopted by the Kraft Foods Directors which, in our opinion, are necessary for a proper understanding of the Profit Forecast have not been disclosed or if any material assumption made by the Kraft Foods Directors appears to us to be unrealistic.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Profit Forecast has been properly compiled on the basis stated.

Since the Profit Forecast and the assumptions on which it is based relate to the future and may therefore be affected by unforeseen events, we can express no opinion as to whether the actual results reported will correspond to those shown in the Profit Forecast and differences may be material.

Our work on the Profit Forecast does not constitute an audit. Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America, or other jurisdictions (other than in the United Kingdom), nor the auditing standards and practices of the Public Company Accounting Oversight Board (United States), nor does it constitute an examination, compilation or review under those standards and practices. Accordingly, it should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion, the Profit Forecast has been properly compiled on the basis of the assumptions made by the Kraft Foods Directors and the basis of accounting used is consistent with the accounting policies of the Kraft Foods Group.

 

Yours faithfully
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois

 

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PricewaterhouseCoopers LLP has given and not withdrawn its consent to the publication of this Form 8-K dated 3 November 2009 with the inclusion of its report in the form and context in which it appears. This is not a consent pursuant to or as contemplated or referenced by the U.S. Securities Act of 1933 or any other U.S. law, rule or regulation.

 

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