Intercompany interest rates Jan Schets Director Treasury Sara Lee International BV

Agenda Introduction Sara Lee Introduction Sara Lee Interco interest rates applied Interco interest rates applied Business cas Business cas Lessons learned Lessons learned

A decade of Sara Lee 2002 Diversified company Diversified company Operations in 55 countries Operations in 55 countries US$ 20 bln Net Sales in nearly 200 nations US$ 20 bln Net Sales in nearly 200 nations 155,000 employees worldwide 155,000 employees worldwide

A decade of Sara Lee 2003 to 2011 Divested appr. 60% Divested appr. 60% –Apparel –European Meats –Direct Selling –Household and Body Care –Bakery

A decade of Sara Lee 2011 to 2012 “Sara Lee 2.0” “Sara Lee 2.0” –US meat business Spin of “CoffeeCo” Spin of “CoffeeCo” –International Coffee & Tea

Intercompany interest rates interest rates for cash pool participants Utopia:no interest Practical:use same debit/credit interest as applicable for the cash pool leader Tax:armslength rates based on credit profile of individual participant

Intercompany interest rates interest rates for interco loans  Short term on demand loans:  Libor + 25 bp  Standard long term loans:  Parent company debt  Parent company rating reference rates

Intercompany interest rates interest rates for interco loans  Special loans:  Benchmark quote bank  Benchmark transaction  Benchmark pricing report

Intercompany interest rates Business case  Temporary statutory equity shortfall  Capital tax of 1%  Profit Participating Loan qualified as equity  Armslength interest rate PPL  3rd party pricing report

Intercompany interest rates Business case  3rd party pricing report  Based on financials and sector  Comparison  Detailed report

Lessons learned  Documentation  Finance policy & Treasury guidelines  Cash pool & Loan documentation  Outlook  Increased focus on armslength rates