What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to report the completion of the separation of Kraft Foods Inc. (now Mondelez International) from Altria Group, Inc. It details the material agreements entered into to govern the post-separation relationship between the two companies.

What kind of services will Kraft receive under the Transition Services Agreement?

Under the Transition Services Agreement, Altria Corporate Services, Inc. will provide Kraft with a variety of administrative services for a period of time following the separation. These services include corporate affairs, treasury, financial consolidations and reporting, internal audit, information technology, and legal and corporate secretary services.

How does this filing affect Kraft's corporate structure and governance?

The filing indicates that Kraft's By-Laws have been amended to reflect its independence. Key changes include the elimination of special rights previously held by Altria, a decrease in the number of directors from 11 to 9, and the consolidation of the Chairman and CEO positions. These changes streamline governance and remove the vestiges of Altria's control.

Are there any immediate impacts on Kraft's financial reporting or tax obligations?

Yes, the filing establishes a Tax Sharing Agreement which outlines the respective rights, responsibilities, and obligations of Kraft and Altria concerning taxes attributable to Kraft's business and potential taxes arising from the distribution not qualifying for tax-free treatment. The Transition Services Agreement also ensures continued support for financial consolidations and reporting, facilitating ongoing financial operations.

MDLZ 8-K: Leadership Changes, Material Agreements & More

Summary

This 8-K filing by Kraft Foods Inc. (now Mondelez International) on March 30, 2007, formally announces the completion of its separation from Altria Group, Inc. The key event is the distribution of all Kraft shares owned by Altria to Altria's shareholders. To manage the post-separation landscape, Kraft has entered into several material definitive agreements with Altria. These include a Transition Services Agreement to ensure continued administrative support from Altria Corporate Services, Inc. for a defined period, an Employee Matters Agreement to clarify responsibilities regarding employee transfers and benefits, and a Tax Sharing Agreement to outline tax obligations and responsibilities for both entities. These agreements are crucial for a smooth operational handover and financial clarity following the spin-off.

Key Highlights

1Completion of the spin-off of Kraft Foods Inc. from Altria Group, Inc. as of March 30, 2007.
2Kraft Foods Inc. is now an independent entity, with all its shares distributed to Altria shareholders.
3Entry into a Transition Services Agreement with Altria Corporate Services, Inc. for ongoing administrative support.
4Execution of an Employee Matters Agreement to define responsibilities for employee-related issues.
5Establishment of a Tax Sharing Agreement to delineate tax responsibilities between Kraft and Altria.
6Resignation of two directors, Dinyar S. Devitre and Charles R. Wall, effective March 30, 2007.
7Amendments to Kraft's By-Laws to reflect its independence from Altria, including the elimination of Altria's special rights and a reduction in the board size.

Mondelez International, Inc. 8-K Report, Material Agreement (Mar 30, 2007)

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Key Highlights

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