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Kraft Foods Inc. Reports 2001 Results.


Business Editors

NORTHFIELD Northfield, city (1990 pop. 14,684), Rice co., SE Minn., near Minneapolis–St. Paul, on the Cannon River; inc. 1875. It is the trade center for a dairy and farming region. Manufactures include printed circuit boards, toys, feeds and seeds, and cereals. On Sept. , Ill.--(BUSINESS WIRE)--Jan. 29, 2002


Fourth-Quarter 2001 Highlights:
-    Pro forma worldwide volume up 0.3%. On a comparable basis,
     excluding an extra week of shipments in the fourth quarter of
     2000, volume was up 5.3%.
-    Pro forma operating companies income up 11.4% to $1.6 billion.
-    Pro forma net earnings up 33.7% to $556 million.
-    Pro forma diluted earnings per share up 33.3% to $0.32.
-    Reported operating companies income up 38.4%. Reported net
     earnings increased 32.0% to $548 million and reported diluted
     earnings per share were up 10.3% to $0.32.

Full-Year 2001 Highlights:
-    Pro forma worldwide volume up 2.5%. On a comparable basis,
     excluding an extra week of shipments in 2000, volume was up 3.7%.
-    Pro forma operating companies income up 8.9% to $6.1 billion.
-    Pro forma net earnings up 19.9% to $2.1 billion.
-    Pro forma diluted earnings per share up 19.8% to $1.21.
-    Reported operating companies income increased 26.9%. However, due
     to the impact of the Nabisco acquisition on interest expense and
     goodwill amortization, reported net earnings were down 5.9% to
     $1.9 billion and reported diluted earnings per share were down
     15.2% to $1.17.

Pro Forma results assume Kraft owned Nabisco for all of 2000, rather
than from the actual acquisition date of December 11, 2000. In
addition, pro forma results assume common shares outstanding of 1.735
billion based on the assumption that shares issued immediately
following the Kraft initial public offering (IPO) were outstanding
during all periods presented and that, effective January 1, 2000, the
net proceeds of the IPO were used to retire indebtedness incurred to
finance the Nabisco acquisition. These results also adjust for certain
items as detailed on the last page of this release, including results
from operations divested since the beginning of 2000.

Reported results include the operating results of Nabisco in 2001, but
not in 2000. Reported results also reflect average shares of common
stock outstanding during 2001 and assume an average of 1.455 billion
shares outstanding during 2000.

Both pro forma and reported results for fiscal year 2001 are based on
a 52-week year while fiscal 2000 results reflect a 53-week year, with
the extra week occurring in the fourth quarter. Where noted, results
excluding the impact of the 53rd week have been provided for more
meaningful comparison.

Unless otherwise stated, all comparisons are for business results in
the fourth quarter or full-year 2001, respectively, versus the fourth
quarter or full-year 2000.

Audio Webcast:

A conference call with members of the investment community will be
Webcast at 5:00 p.m. ET on January 29, 2002. Access is available at
www.kraft.com.

                Kraft Foods Inc. Reports 2001 Results

Fourth-Quarter 2001:

          Pro Forma Diluted E.P.S. Up 33.3% to $0.32
          Pro Forma Net Earnings Up 33.7% to $556 Million

          Reported Diluted E.P.S. Up 10.3% to $0.32
          Reported Net Earnings Up 32.0% to $548 Million

Full-Year 2001:

          Pro Forma Diluted E.P.S. Up 19.8% to $1.21
          Pro Forma Net Earnings Up 19.9% to $2.1 Billion

          Reported Diluted E.P.S. Down 15.2% to $1.17
          Reported Net Earnings Down 5.9% to $1.9 Billion

       NORTHFIELD, Ill.--Jan. 29, 2002--Kraft Foods Inc. (NYSE: KFT), a
global leader in branded foods and beverages, announced today that
full-year 2001 pro forma diluted earnings per share rose 19.8% to
$1.21, meeting the high end of the company's previously announced
earnings target. Pro forma net earnings increased 19.9% to $2.1
billion. Fourth-quarter 2001 pro forma diluted earnings per share
increased 33.3% to $0.32 per share with pro forma net earnings up
33.7% to $556 million.
       "This was an outstanding year for Kraft," said Betsy D. Holden,
Co-Chief Executive Officer of Kraft Foods. "We delivered superior
results and enhanced shareholder value, while strengthening our
business for the future with the successful integration of Nabisco."
       "In the fourth quarter, we achieved a strong increase in earnings
driven by good volume growth across most of our businesses,
significant productivity and synergy savings, and lower interest
expense. Our volume increase was driven by new products and strong
growth in developing markets," said Roger K. Deromedi, Co-Chief
Executive Officer of Kraft Foods.
       "The integration of Nabisco continues to progress smoothly and is
ahead of our business plan," Holden said. "We are building new growth
opportunities with joint promotions and cross-branding initiatives. We
exceeded our synergy target and we are on track to deliver our net
cost synergy targets in 2002."
       "We look forward to continued strong performance in 2002. For the
full year, we project a 14% to 16% increase in diluted earnings per
share to a range of $2.00 to $2.05," Deromedi said. This projected
rate of growth is from a base of $1.76 for 2001, which includes the
elimination of amortization expense related to indefinite-life
goodwill and intangible assets, and adjusts for the initial public
offering of Kraft Foods Inc. common stock, as if that offering had
occurred on January 1, 2001. The impact of currency, and economic
weakness in certain international markets, as well as other factors
described in the Forward-Looking and Cautionary Statements section of
this release, are risks to this projection. (Please see financial
tables for quarterly reconciliation adjusting for impact of SFAS
141/142 and the Kraft IPO.)
       In June 2001, Kraft completed an initial public offering of 16.1%
of its outstanding shares, raising $8.4 billion in net proceeds which
were used to retire debt. Subsequently, Kraft declared two regular
quarterly dividends totaling $0.26 per common share.

Fourth-Quarter 2001 Results

       On a reported basis for the fourth quarter of 2001, worldwide
volume increased 29.8%; operating revenues increased 27.3% to $8.8
billion; and operating companies income increased 38.4% to $1.5
billion, primarily reflecting the acquisition of Nabisco. Net earnings
increased 32.0% to $548 million and diluted earnings per share
increased 10.3% to $0.32.
       On a pro forma basis, worldwide volume for the fourth quarter
increased 0.3% reflecting one less week of shipments in 2001. On a
comparable basis, excluding the extra week of shipments, volume
increased 5.3%. Volume was driven by continuing new product momentum
and strong growth in developing markets.
       Operating revenues decreased 1.2% to $8.8 billion, due to the
extra week of sales in 2000, reduced coffee prices in response to
lower coffee commodity costs, product mix and the adverse effect of
currency. On a comparable basis, excluding the extra week of sales in
2000 and the adverse effect of currency of $19 million, operating
revenues increased 3.8%.
       Operating companies income increased 11.4% to $1.6 billion driven
by productivity and synergy savings. Net earnings increased 33.7% and
diluted earnings per share grew 33.3% due to growth in operating
companies income and reduced interest expense.

Full-Year 2001 Results

       On a reported basis for full-year 2001, worldwide volume
increased 32.5%; operating revenues increased 27.7% to $33.9 billion;
and operating companies income increased 26.9% to $6.0 billion,
primarily reflecting the acquisition of Nabisco. Net earnings
decreased 5.9% to $1.9 billion and diluted earnings per share
decreased 15.2% to $1.17 as a result of higher interest expense and
goodwill amortization from the Nabisco acquisition. Included in
reported results are charges of $82 million which includes $29 million
related to closing a Kraft cheese facility in the first quarter and
$53 million for Kraft site reconfigurations and other consolidation
programs, of which the latter is part of the previously communicated
$200-$300 million in charges to be recorded as Kraft and Nabisco are
integrated.
       On a pro forma basis, full-year volume grew 2.5%, reflecting the
success of new products and strong gains in developing markets. On a
comparable 52-week basis, volume increased 3.7%.
       Operating revenues decreased 0.5% as the favorable impact of
volume growth was more than offset by the extra week of sales in 2000,
the adverse effect of currency, lower coffee prices and product mix.
On a comparable basis, excluding the extra week of sales in 2000 and
the adverse effect of currency of $540 million, operating revenues
increased 2.3%.
       Operating companies income increased 8.9% to $6.1 billion driven
by volume growth, productivity savings and Nabisco synergies.
Excluding unfavorable currency of $59 million, operating companies
income would have increased 9.9%. Net earnings increased 19.9% and
diluted earnings per share grew 19.8% driven by growth in operating
companies income and lower interest expense.

       To allow for a more meaningful comparison of business results,
the following discussion is on a pro forma basis. Pro forma results
assume Kraft owned Nabisco for all of 2000, rather than from the
actual acquisition date of December 11, 2000. In addition, pro forma
results assume common shares outstanding of 1.735 billion based on the
assumption that shares issued immediately following the Kraft initial
public offering (IPO) were outstanding during all periods presented
and that, effective January 1, 2000, the net proceeds of the IPO were
used to retire indebtedness incurred to finance the Nabisco
acquisition. These results also adjust for certain items as detailed
on the last page of this release, including results from operations
divested since the beginning of 2000.

       In addition, the results for fiscal year 2001 are based on a
52-week year while fiscal year 2000 results reflect a 53-week year,
with the extra week occurring in the fourth quarter. For a more
meaningful comparison, volume results below exclude the impact of the
extra week in 2000 for Kraft Foods North America and Kraft Foods
International.

                      KRAFT FOODS NORTH AMERICA

Fourth-Quarter 2001 Results

       In the fourth quarter, volume for Kraft Foods North America
(KFNA) increased 5.0% led by growth in the Beverages, Desserts and
Cereals segment, the Biscuits, Snacks and Confectionery segment and
the Cheese, Meals and Enhancers segment.
       KFNA operating companies income improved a strong 12.4% due to
productivity and synergy savings.
       Following are results by segment for KFNA:
       Cheese, Meals and Enhancers volume grew 3.1% driven by strong
gains in Meals, Enhancers and Canada, partially offset by declines in
Cheese and Foodservice due primarily to our exit from lower margin,
non-branded businesses. Operating companies income increased 12.7%
driven by volume growth, productivity savings and reduced marketing
spending in response to higher dairy commodity costs.
       Biscuits, Snacks and Confectionery volume increased 2.8% as solid
gains in Biscuits, fueled by continued momentum in our core cookie and
cracker businesses, were partially offset by declines in Confectionery
volume due to reduced holiday programming in our chocolate business.
Operating companies income increased a strong 22.4% due primarily to
volume gains and synergy savings.
       Beverages, Desserts and Cereals volume rose a strong 14.2% led by
continued momentum in Beverages fueled by successful new products in
ready-to-drink beverages. Cereals and Coffee volume also grew while
Desserts volume declined due primarily to lower consumption in Jell-O
ready-to-eat desserts and trade inventory reductions in Cool Whip
frozen toppings. Operating companies income increased 6.4% driven
primarily by the increase in volume.
       Oscar Mayer and Pizza volume was down 2.0% primarily reflecting
lower consumption and reduced trade inventories in luncheon meats and
Lunchables. Operating companies income increased 1.1% as productivity
and favorable mix more than offset lower volume and higher commodity
costs.

Full-Year 2001 Results

       For the full year, volume for Kraft Foods North America increased
3.4%, aided by contributions from new products with gains across all
four business segments.
       KFNA operating companies income improved a strong 9.0% driven by
higher volume, productivity and synergy savings.
       Following are the results by segment for KFNA:
       Cheese, Meals and Enhancers volume was up 0.9%. Operating
companies income increased 5.1% driven by volume growth, productivity
savings and reduced marketing spending in response to higher dairy
commodity costs.
       In Cheese, after adjusting for our exit from lower-margin,
non-branded businesses, volume was essentially in-line with prior year
shipments. Within Cheese, increases in Kraft grated cheese and Kraft
natural cheese were offset by declines in Velveeta process cheese
loaves and Philadelphia cream cheese as retailers continue to reduce
trade inventory levels. Meals volume grew, driven by gains in Kraft
macaroni and cheese dinners. Shipments in Enhancers also increased,
driven by strong consumption of Kraft Miracle Whip, Kraft mayonnaise,
and Kraft salad dressings. In Canada, volume was up led by gains in
cheese, salad dressings, coffee and beverages, and by the continued
success of Kraft Delissio frozen pizza. Shipments in U.S. Foodservice
declined due to weakness in the economy and our exit from lower-margin
businesses.
       Biscuits, Snacks and Confectionery volume increased 1.6% as solid
gains in Biscuits were partially offset by lower shipments in Snacks.
Operating companies income was up 24.6% due primarily to volume gains,
productivity and synergy savings. Biscuit volume gains were driven by
continued momentum in core cookie and cracker businesses, aided by
successful new products including Chocolate Creme Oreos, Mini Oreos,
Chips Ahoy! Candy-Blasts and Ritz Bits Sandwiches. In Snacks,
shipments of Planters nuts declined due primarily to aggressive
competitive activity in the snack nuts category.
       Beverages, Desserts and Cereals recorded strong volume growth of
9.3% led by continued momentum in ready-to-drink beverages. Operating
companies income was up 7.0% driven primarily by the increase in
volume. Double-digit gains in ready-to-drink beverages reflected
continued success of new products, including Capri Sun Big Pouch,
Crystal Light in bottles and Kool-Aid Jammers. In Desserts, volume was
down driven by lower shipments of Jell-O dry packaged desserts and
Cool Whip frozen topping resulting from lower consumption and
reductions in trade inventories. Post cereal volume was lower
reflecting soft category performance and increased competition in the
ready-to-eat cereal category.
       Oscar Mayer and Pizza volume increased 2.3% for the year.
Operating companies income increased 5.4%, driven by volume gains,
productivity and favorable mix more than offsetting higher commodity
costs. The processed meats business recorded volume gains in luncheon
meats, hot dogs, bacon and Boca meat alternatives. Lunchables
consumption continued to grow, benefiting from successful new products
including Lunchables Fun Snacks, however volume was lower due to
reductions in trade inventories. In Pizza, volume was higher due to
continued momentum in DiGiorno, aided by the introduction of DiGiorno
stuffed crust pizza, and expanded distribution of the California Pizza
Kitchen product line.

                       KRAFT FOODS INTERNATIONAL

Fourth-Quarter 2001 Results

       In the fourth quarter, volume for Kraft Foods International (KFI)
increased 5.9% driven by strong momentum in the developing markets of
Central and Eastern Europe, Latin America and Asia Pacific, and growth
in the European Union.
       Operating companies income increased 9.0% to $425 million, driven
by volume gains, continued productivity savings and Nabisco synergies.
On a constant currency basis, operating companies income increased
8.2%.

       Following are results by segment for KFI:

       Europe, Middle East and Africa (EMEA) volume grew 3.7% driven by
double-digit gains in Central and Eastern Europe and growth in the
European Union (EU). Beverages, snacks and convenient meals growth was
partially offset by declines in cheese and grocery. Operating
companies income declined 2.0% as higher marketing and administrative
expenses more than offset volume increases.
       Latin America and Asia Pacific (LAAP) volume grew 9.4% as
continued momentum in numerous markets was partially offset by a
decline in Argentina due to economic weakness. Beverages, snacks,
cheese and grocery all posted strong volume growth. Operating
companies income grew a strong 47.7% due to higher volume,
productivity and Nabisco synergies.

Full-Year 2001 Results

       For the full year, volume for KFI increased 4.7% benefiting from
new products and a strong 11.3% growth in developing markets.
       Operating companies income increased 8.5%, driven by volume
growth, continued productivity savings and Nabisco synergies.
Excluding an unfavorable currency impact of $48 million, operating
companies income increased 12.7%.

       Following are results by segment for KFI:

       Europe, Middle East and Africa (EMEA) volume increased 1.3% as
double-digit gains in Central and Eastern Europe and growth in
numerous EU countries were moderated by lower volumes in Germany and
Italy. Operating companies income increased 0.5% including an
unfavorable currency impact of $19 million. On a constant currency
basis, operating companies income would have increased 2.7%.
       EMEA snacks volume increased, driven by favorable confectionery
and salty snacks performance, with strong sales in Central and Eastern
Europe benefiting from the expansion of Milka and Siesta chocolate and
Estrella salty snacks. Germany volume was lower, due to increased
price competition and trade inventory reductions.
       Volume growth in EMEA beverages was driven by favorable
performance in both coffee and refreshment beverages. Coffee volume
was up across numerous markets benefiting from the expansion of Jacobs
Ebony and Jacobs Milea and acquisitions in Bulgaria, Romania and
Morocco. Overall coffee volume growth was moderated by trade inventory
reductions, particularly in Germany. However, Germany's coffee volume
was above prior year driven by strong consumption. Refreshment
beverages volume grew in the Middle East, benefiting from new Tang
flavors.
       EMEA cheese volume was higher, as strong Philadelphia cream
cheese growth across the region was partially offset by lower cheese
volume in Germany.
       EMEA convenient meals and grocery volume was down, as lower
canned meats volume in Italy and a decline in grocery volume in
Germany were moderated by continued success of Dairylea Lunchables and
Kraft salad dressings in the United Kingdom.
       The acquisition of Stollwerck AG's Russian and Polish
confectionery businesses was completed on December 31, 2001.

       Latin America and Asia Pacific (LAAP) volume increased 9.9%
driven by gains in numerous markets in Latin America and Asia Pacific,
partially offset by a decline in Argentina due to economic weakness.
Operating companies income increased 32.7%, driven by higher volume,
productivity savings and Nabisco synergies.
       In snacks, LAAP recorded strong volume growth driven by increases
in Oreo, Chips Ahoy! and Trakinas cookies and Ritz and Club Social
crackers benefiting from successful new product introductions and
geographic expansion.
       Double-digit LAAP beverage volume growth was driven by the strong
performance of Maxwell House coffee in Asia Pacific and Tang powdered
soft drinks in both Latin America and Asia Pacific.
       Cheese volume in LAAP also grew strongly, driven by gains in
Philadelphia cream cheese and Kraft process cheese. Grocery volume
increased, benefiting from the introduction of new Royal desserts
products.
       On January 15, 2002, Kraft announced the acquisition of Lanes
Food Group, a privately-held Australian biscuit company.

       Kraft Foods Inc. is the largest branded food and beverage company
headquartered in the United States and the second largest worldwide.
Kraft Foods markets many of the world's leading food brands, including
Kraft cheese, Jacobs and Maxwell House coffees, Nabisco cookies and
crackers, Philadelphia cream cheese, Oscar Mayer meats, Post cereals
and Milka chocolates, in more than 140 countries.
       Trademarks and service marks mentioned in this release are the
registered property of, or licenses by, the subsidiaries of Kraft
Foods Inc.
       You may learn more by listening to a live audio webcast of the
Kraft conference call with members of the investment community at 5:00
p.m. ET on January 29, 2002. Access is available at www.kraft.com. A
complete copy of the Company's audited 2001 financial statements will
be available through the Company's Web site after it is filed with the
SEC on or about January 30, 2002. If you do not have Internet access
but would like to receive a copy of the audited 2001 financial
statements of Kraft Foods Inc., please call toll-free (800) 295-1255
to request a copy.

Forward-Looking and Cautionary Statements

       This press release contains projections of future results and
other forward-looking statements that involve a number of risks and
uncertainties and are made pursuant to the Safe Harbor Provisions of
the Private Securities Litigation Reform Act of 1995. The following
important factors could cause actual results and outcomes to differ
materially from those contained in such forward-looking statements.
       The Company is subject to unfavorable currency movements, intense
competition, changes in consumer preferences and demand for its
products, changing prices for raw materials, fluctuations in levels of
customer inventories and the effects of foreign economies and local
economic and market conditions. For example, in 2002, we anticipate
that the economic downturn in Argentina may have an adverse effect on
LAAP's operating performance. The results of the Company are dependent
upon its continued ability to promote brand equity successfully; to
anticipate and respond to new consumer trends; to develop new products
and markets and to broaden brand portfolios; to compete effectively
with lower-priced products in a consolidating environment at the
retail and manufacturing levels; to improve productivity; to
successfully integrate Nabisco's operations with its own; and other
risks detailed from time to time in the Company's publicly-filed
documents, including the Prospectus related to its initial public
offering of shares. The Company cautions that the foregoing list of
important factors is not complete and does not undertake to update any
forward-looking statement.


                           KRAFT FOODS INC.
                           and Subsidiaries
                   Condensed Statements of Earnings
                  For the Quarters Ended December 31,
                ($ in millions, except per share data)



                                          REPORTED
                       -------------------------------------

                            2001      2000       % Change
                       ----------- ------------ ------------

Operating revenues     $    8,760  $    6,883        27.3 %

Cost of sales               4,648       3,722        24.9  %
                       ----------- ------------

Gross profit                4,112       3,161        30.1  %

Marketing, admin-
 istration and research
 costs                      2,554       2,047        24.8  %

Loss on sale of a North
 American food factory
 and integration costs         16           -
                       ----------- ------------
Operating companies
 income                     1,542       1,114        38.4 %

Amortization of
 goodwill                     243         132
General corporate
 expenses                      48          57
Interest and other debt
 expense, net                 248         216
                       ----------- ------------
Earnings before income
 taxes                      1,003         709        41.5 %

Provision for income
 taxes                        455         294        54.8 %
                       ----------- ------------
Net earnings           $      548  $      415       32.0  %
                       =========== ============

Basic earnings per
 share (b)             $     0.32  $      0.29       10.3  %
                       =========== ============

Diluted earnings per
 share (b)             $     0.32  $      0.29       10.3 %

                       =========== ============


Weighted average number
 of shares
 outstanding  - Basic       1,735       1,455        19.2  %

              - Diluted     1,736       1,455        19.3  %

                                  PRO FORMA (a)
                       --------------------------------------

                            2001         2000     % Change
                       ------------ -----------  ------------

Operating revenues     $     8,760   $    8,862      (1.2) %

Operating companies
 income                $     1,558   $    1,398      11.4  %

Net earnings           $       556  $       416      33.7  %
                       ============ ============

Basic earnings per
 share (b)             $      0.32  $      0.24       33.3  %
                       ============ ============

Diluted earnings per
 share (b)             $      0.32  $      0.24       33.3  %
                       ============ ============


Weighted average number
 of shares
 outstanding  - Basic        1,735        1,735       -   %
              - Diluted      1,736        1,735       -   %

(a) Results are presented on a pro forma basis as if Nabisco had been
    acquired on Jan. 1, 2000 and the initial public offering had been
    completed for all the periods presented.

(b) Basic and Diluted earnings per share are computed for each of the
    periods presented. Accordingly, the sum of the quarterly earnings
    per share amounts may not agree to the year-to-date amounts.


                           KRAFT FOODS INC.
                           and Subsidiaries
                      Volume by Business Segments
                  For the Quarters Ended December 31,
                         (pounds in millions)

                                         % Change vs. 2000 (a)
                                      ----------------------------
                                         14-Week        13-Week
REPORTED VOLUME             2001         Quarter        Quarter
---------------        ------------   --------------  -------------
KF North America:
   Cheese, Meals and
    Enhancers               1,274           5.2   %       12.3     %

   Biscuits, Snacks and
   Confectionery              630         100.0+   %     100.0+    %

   Beverages, Desserts
    and Cereals               772           5.6    %      12.9     %

   Oscar Mayer and
    Pizza                     335          (9.2)   %      (2.0)    %
                       ------------

Total KF North America
 reported volume            3,011          29.3    %      38.4     %
                       ------------

KF International:
   Europe, Middle East
    and Africa                827          (0.7)   %       5.7     %

   Latin America and
    Asia Pacific              558         100.0+   %     100.0+    %
                       ------------
Total KF International
 reported volume            1,385          30.9    %      38.2     %
                       ------------
Total Kraft Foods Inc.
 reported volume            4,396           29.8   %      38.3     %
                       ------------
Divested Businesses:
   Europe, Middle East
    and Africa                 (1)
   Latin America and
    Asia Pacific               (7)


                                          % Change vs. 2000 (a)
                                      -----------------------------
                                         14-Week        13-Week
PRO FORMA VOLUME             2001        Quarter        Quarter
                       ------------   -------------   -------------
KF North America:
----------------
   Cheese, Meals and
    Enhancers               1,274          (3.0) %         3.1    %
   Biscuits, Snacks and
    Confectionery             630           2.6  %         2.8    %
   Beverages, Desserts
    and Cereals               772           6.8  %        14.2    %
   Oscar Mayer and
    Pizza                     335          (9.2) %        (2.0)   %

Total KF North American------------
 pro forma volume           3,011          (0.3) %         5.0    %
                       ------------

KF International:
   Europe, Middle East
    and Africa                826          (2.5) %         3.7    %
   Latin America and
    Asia Pacific              551           8.3  %         9.4    %
                       ------------
Total KF International
 pro forma volume           1,377           1.5  %         5.9    %
                       ------------

Total Kraft Foods Inc.
 pro forma volume           4,388           0.3  %         5.3    %
                       ============

      (a) Both pro forma and reported results for the fourth quarter
2001 are based on a 13-week period while fourth quarter 2000 results
reflect a 14-week period. For a more meaningful comparison, volume
results above are also compared to prior year excluding the extra week
in 2000.
                           KRAFT FOODS INC.
                           and Subsidiaries
                Operating Revenues by Business Segments
                  For the Quarters Ended December 31,
                            ($ in millions)

REPORTED OPERATING
 REVENUES                   2001          2000        % Change
----------------------------------    ------------   -------------
KF North America:
   Cheese, Meals and
    Enhancers          $    2,576       $   2,429          6.1     %

   Biscuits, Snacks and
    Confectionery           1,607             107       100.0+     %

   Beverages, Desserts
    and Cereals             1,264           1,251          1.0     %

   Oscar Mayer and
    Pizza                     804             852         (5.6)    %
                       -----------    ------------

Total KF North America
 reported operating
 revenues                   6,251           4,639         34.7    %
                       -----------    ------------

KF International:
   Europe, Middle East
    and Africa              1,862           1,912         (2.6)   %

   Latin America and
    Asia Pacific              647             332         94.9    %
                       -----------    ------------

Total KF International
 reported operating
 revenues                   2,509           2,244         11.8    %
                       -----------    ------------

Total Kraft Foods Inc.
 reported operating
 revenues                   8,760           6,883         27.3    %
                       -----------    ------------

Divested Businesses:
   Europe, Middle East
    and Africa                  -              (1)
   Latin America and
    Asia Pacific                -              (4)

NABISCO ACQUISITION:
   Cheese, Meals and
    Enhancers                   -             194
   Biscuits, Snacks and
    Confectionery               -           1,453
   Beverages, Desserts
    and Cereals                 -               2
   Europe, Middle East
    and Africa                  -              15
   Latin America and
    Asia Pacific                -             320

PRO FORMA OPERATING
 REVENUES                   2001            2000     % Change
----------------------------------    ------------   -------------
KF North America:
----------------
   Cheese, Meals and
    Enhancers               2,576           2,623         (1.8)   %
   Biscuits, Snacks and
    Confectionery           1,607           1,560          3.0    %
   Beverages, Desserts
    and Cereals             1,264           1,253          0.9    %
   Oscar Mayer and
    Pizza                     804             852         (5.6)   %
                       -----------    ------------
Total KF North American
 pro forma operating
 revenues                   6,251           6,288         (0.6)   %
                       -----------    ------------
KF International:
   Europe, Middle East
    and Africa              1,862           1,926         (3.3)   %
   Latin America and
    Asia Pacific              647             648         (0.2)   %
                       -----------    ------------
Total KF International
 pro forma operating
 revenues                   2,509           2,574         (2.5)   %
                       -----------    ------------
Total Kraft Foods Inc.
 pro forma operating
 revenues                  $8,760      $    8,862         (1.2)   %
                       ===========    ============

      Note: Both pro forma and reported results for the fourth quarter
2001 are based on a 13-week period while fourth quarter 2000 results
reflect a 14-week period.

                           KRAFT FOODS INC.
                           and Subsidiaries
           Operating Companies Income by Business Segments
                 For the Quarters Ended December 31,
                           ($ in millions)


REPORTED OPERATING COMPANIES INCOME         2001      2000    % Change
----------------------------------------------------------------------
KF North America:
-----------------
  Cheese, Meals and Enhancers             $   512   $   408     25.5 %
  Biscuits, Snacks and Confectionery          277        36   100.0+ %
  Beverages, Desserts and Cereals             245       220     11.4 %
  Oscar Mayer and Pizza                        83        87     (4.6)%
                                          -----------------
   Total KF North America reported
    operating companies income              1,117       751     48.7 %
                                          -----------------

KF International:
-----------------
  Europe, Middle East and Africa              298       304     (2.0)%
  Latin America and Asia Pacific              127        59   100.0+ %
                                          -----------------
   Total KF International reported
    operating companies income                425       363     17.1 %
                                          -----------------

Total Kraft Foods Inc. reported
 operating companies income                 1,542     1,114     38.4 %
                                          =================

Divested Businesses:
  Europe, Middle East and Africa                -        (1)
  Latin America and Asia Pacific                -        (1)
Loss on Sale of a North American food
 factory and Integration Costs:
  Cheese, Meals and Enhancers                   3         -
  Biscuits, Snacks and Confectionery            2         -
  Beverages, Desserts and Cereals               6         -
  Oscar Mayer and Pizza                         5         -

NABISCO ACQUISITION:
--------------------
  Cheese, Meals and Enhancers                   -        49
  Biscuits, Snacks and Confectionery            -       192
  Beverages, Desserts and Cereals               -        16
  Europe, Middle East and Africa                -         1
  Latin America and Asia Pacific                -        28


PRO FORMA OPERATING COMPANIES INCOME        2001      2000    % Change
----------------------------------------------------------------------
KF North America:
-----------------
  Cheese, Meals and Enhancers                 515       457     12.7 %
  Biscuits, Snacks and Confectionery          279       228     22.4 %
  Beverages, Desserts and Cereals             251       236      6.4 %
  Oscar Mayer and Pizza                        88        87      1.1 %
                                          -----------------
   Total KF North America pro forma
    operating companies income              1,133     1,008     12.4 %
                                          -----------------

KF International:
-----------------
  Europe, Middle East and Africa              298       304     (2.0)%
  Latin America and Asia Pacific              127        86     47.7 %
                                          -----------------
   Total KF International pro forma
    operating companies income                425       390      9.0 %
                                          -----------------
Total Kraft Foods Inc. pro forma
 operating companies income               $ 1,558   $ 1,398     11.4 %
                                          =================

                           KRAFT FOODS INC.
                           and Subsidiaries
                   Condensed Statements of Earnings
                   For the Years Ended December 31,
                ($ in millions, except per share data)

                                                REPORTED
                                   -----------------------------------

                                      2001        2000      % Change
                                   -----------------------------------

Operating revenues                  $  33,875   $  26,532       27.7 %

Cost of sales                          17,531      13,917       26.0 %

                                   -----------------------

Gross profit                           16,344      12,615       29.6 %

Marketing, administration
and research costs                     10,227       7,999       27.9 %
Loss on sale of a North American
food factory and integration costs         82          -
Gain on sale of a French
confectionery business                      -        (139)
                                   -----------------------

Operating companies income              6,035       4,755       26.9 %

Amortization of goodwill                  962         535
General corporate expenses                189         208
Interest and
other debt expense, net                 1,437         597
                                   -----------------------

Earnings before income taxes            3,447       3,415        0.9 %

Provision for income taxes              1,565       1,414       10.7 %
                                   -----------------------
Net earnings                        $   1,882   $   2,001       (5.9)%
                                   =======================

Basic earnings per share  (b)       $    1.17   $    1.38      (15.2)%
                                   =======================

Diluted earnings per share (b)      $    1.17   $    1.38      (15.2)%
                                   =======================

Weighted average number of
shares outstanding - Basic              1,610       1,455       10.7 %
                   - Diluted            1,610       1,455       10.7 %



                                            PRO FORMA (a)
                                   -----------------------------------

                                       2001        2000    % Change
                                   -----------------------------------

Operating revenues                  $  33,871    $ 34,033       (0.5)%

Operating companies income          $   6,116    $  5,616        8.9 %

Net earnings                        $   2,092    $  1,745       19.9 %
                                   =======================

Basic earnings per share  (b)       $    1.21    $   1.01       19.8 %
                                   =======================

Diluted earnings per share (b)      $    1.21    $   1.01       19.8 %
                                   =======================

Weighted average number of
shares outstanding - Basic              1,735      1,735           - %
                   - Diluted            1,735      1,735           - %


(a) Results are presented on a pro forma basis as if Nabisco
had been acquired on Jan.1, 2000 and the initial public offering
had been completed for all the periods presented.
(b) Basic and Diluted earnings per share are computed for
each of the periods presented.  Accordingly, the sum of the
quarterly earnings per share amounts may not agree to the
year-to-date amounts.

                           KRAFT FOODS INC.
                           and Subsidiaries
                     Volume by Business Segments
                   For the Years Ended December 31,
                         (pounds in millions)


                                                 % Change vs 2000 (a)
                                                 --------------------
                                                  53-Week    52-Week
REPORTED VOLUME                            2001    Year        Year
----------------------------------------------------------------------
KF North America:
Cheese, Meals and Enhancers                5,219       8.3%      10.0%
Biscuits, Snacks and Confectionery         2,350    100.0+%    100.0+%
Beverages, Desserts and Cereals            3,421       9.8%      11.4%
Oscar Mayer and Pizza                      1,519       0.8%       2.6%
                                      -----------
Total KF North America
reported volume                           12,509       31.7%     33.8%
                                      -----------

KF International:
Europe, Middle East and Africa             2,826      (0.1)%      1.7%
Latin America and Asia Pacific             2,057     100.0+%   100.0+%
                                      -----------
Total KF International
reported volume                            4,883       34.4%     36.5%
                                      -----------

Total Kraft Foods Inc.
reported volume                           17,392       32.5%     34.6%
                                      -----------

Divested Businesses:
Europe, Middle East and Africa               (1)
Latin America and Asia Pacific              (17)


                                                 % Change vs 2000 (a)
                                                 --------------------
                                                  53-Week    52-Week
PRO FORMA VOLUME                          2001      Year       Year
----------------------------------------------------------------------
KF North America:
Cheese, Meals and Enhancers                5,219      (0.6)%      0.9%
Biscuits, Snacks and Confectionery         2,350        1.5%      1.6%
Beverages, Desserts and Cereals            3,421        7.7%      9.3%
Oscar Mayer and Pizza                      1,519        0.5%      2.3%
                                      -----------
Total KF North America
pro forma volume                          12,509        2.1%      3.4%
                                      -----------

KF International:
Europe, Middle East and Africa             2,825      (0.5)%      1.3%
Latin America and Asia Pacific             2,040        9.6%      9.9%
                                      -----------
Total KF International
pro forma volume                           4,865        3.5%      4.7%
                                      -----------

Total Kraft Foods Inc.
pro forma volume                          17,374        2.5%      3.7%
                                      ===========


(a) Both pro forma and reported results for the fiscal year 2001
are based on a 52-week year while fiscal 2000 results reflect a
53-week year with the extra week occurring in the fourth quarter. For
a more meaningful comparison, volume results above are also compared
to prior year excluding the extra week in 2000.


                           KRAFT FOODS INC.
                           and Subsidiaries
                Operating Revenues by Business Segments
                   For the Years Ended December 31,
                            ($ in millions)



REPORTED OPERATING
 REVENUES                  2001            2000          % Change
-----------------------------------    ---------------  --------------
KF North America:
   Cheese, Meals and
    Enhancers            $ 10,256       $   9,405            9.0     %
   Biscuits, Snacks and
    Confectionery           5,917             329          100.0+    %
   Beverages, Desserts
    and Cereals             5,370           5,266            2.0     %
   Oscar Mayer and
    Pizza                   3,563           3,461            2.9     %
                       ------------    ---------------
Total KF North American
 reported operating
 revenues                  25,106          18,461           36.0     %

KF International:
   Europe, Middle East
    and Africa              6,339           6,824           (7.1)    %
   Latin America and
    Asia Pacific            2,430           1,247           94.9     %
                       ------------    ---------------
Total KF International
 reported operating
 revenues                   8,769           8,071           8.6      %
                       ------------    ---------------
Total Kraft Foods Inc.
 reported operating
 revenues                  33,875          26,532           27.7     %
                       ------------    ---------------

Incremental Year 2000
 Business:
   Cheese, Meals and
    Enhancers                   -              34           `
   Biscuits, Snacks and
    Confectionery               -               3
   Beverages, Desserts
    and Cereals                 -              22
   Oscar Mayer and
    Pizza                       -              12
   Europe, Middle East
    and Africa                  -              14
   Latin America and
    Asia Pacific                -              12

Divested Businesses:
   Cheese, Meals and
    Enhancers                   -             (10)
   Europe, Middle East
    and Africa                  -            (131)
   Latin America and
    Asia Pacific               (4)            (21)

NABISCO ACQUISITION:
-------------------
   Cheese, Meals and
    Enhancers                   -             843
   Biscuits, Snacks and
    Confectionery               -           5,429
   Beverages, Desserts
    and Cereals                 -             107
   Europe, Middle East
    and Africa                  -              47
   Latin America and
    Asia Pacific                -           1,140

PRO FORMA OPERATING
 REVENUES                    2001            2000         % Change
-------------------------------------   -------------  ---------------
KF North America:
   Cheese, Meals and
    Enhancers              10,256           10,272         (0.2)     %
   Biscuits, Snacks and
    Confectionery           5,917            5,761          2.7      %
   Beverages, Desserts
    and Cereals             5,370            5,395         (0.5)     %
   Oscar Mayer and
    Pizza                   3,563            3,473          2.6      %
                       --------------   -------------
Total KF North American
 pro forma operating
 revenues                  25,106           24,901          0.8      %
                       --------------   -------------

KF International:
   Europe, Middle East
    and Africa              6,339            6,754         (6.1)     %
   Latin America and
    Asia Pacific            2,426            2,378          2.0      %
                       --------------   -------------
Total KF International
 pro forma operating
 revenues                   8,765            9,132         (4.0)     %
                       --------------   -------------

Total Kraft Foods Inc.
 pro forma operating
 revenues               $  33,871        $  34,033         (0.5)     %
                       ==============   =============


      Note: Both pro forma and reported results for the fiscal year 2001
are based on a 52-week year while fiscal 2000 results reflect a
53-week year with the extra week occurring in the fourth quarter.

                           KRAFT FOODS INC.
                           and Subsidiaries
            Operating Companies Income by Business Segments
                   For the Years Ended December 31,
                            ($ in millions)

REPORTED OPERATING
 COMPANIES INCOME           2001            2000         % Change
-------------------------------------   --------------   -------------
KF North America:
----------------
   Cheese, Meals and
    Enhancers            $   2,099     $     1,845          13.8     %
   Biscuits, Snacks and
    Confectionery             966              100          100.0+   %
   Beverages, Desserts
    and Cereals             1,192            1,090            9.4    %
   Oscar Mayer and
    Pizza                     539              512            5.3    %
                       --------------   --------------
Total KF North American
 reported operating
 companies income            4,796            3,547           35.2   %
                       --------------   --------------

KF International:
   Europe, Middle East
    and Africa                861            1,019          (15.5)   %
   Latin America and
    Asia Pacific              378              189          100.0    %
                       --------------   --------------
Total KF International
 reported operating
 companies income           1,239            1,208            2.6    %
                       --------------   --------------
Total Kraft Foods Inc.
 reported operating
 companies income           6,035            4,755           26.9    %
                       --------------   --------------

Incremental Year 2000
 Business:
   Cheese, Meals and
    Enhancers                   -               15
   Biscuits, Snacks and
    Confectionery               -                1
   Beverages, Desserts
    and Cereals                 -                7
   Oscar Mayer and
    Pizza                       -                4
   Europe, Middle East
    and Africa                  -                8
   Latin America and
    Asia Pacific                -                5

Divested Businesses:
   Cheese, Meals and
    Enhancers                   -               (4)
   Europe, Middle East
    and Africa                  -              (32)
   Latin America and
    Asia Pacific               (1)              (3)
Loss on Sale of a North
 American food factory
 and Integration
Costs:
   Cheese, Meals and
    Enhancers                  63                -
   Biscuits, Snacks and
    Confectionery               2                -
   Beverage, Desserts
    and Cereals                12                -
   Oscar Mayer and
    Pizza                       5                -
Gain on Sale of a
 French Confectionery
 Business
   Europe, Middle East
    and Africa                  -             (139)

NABISCO ACQUISITION:
-------------------
   Cheese, Meals and
    Enhancers                   -              201
   Biscuits, Snacks and
    Confectionery               -              676
   Beverages, Desserts
    and Cereals                 -               28
   Europe, Middle East
    and Africa                  -                1
   Latin America and
    Asia Pacific                -               93

PRO FORMA OPERATING
 COMPANIES INCOME            2001             2000         % Change
-------------------------------------   --------------   -------------
KF North America:
   Cheese, Meals and
    Enhancers               2,162            2,057            5.1    %
   Biscuits, Snacks and
    Confectionery             968              777           24.6    %
   Beverages, Desserts
    and Cereals             1,204            1,125            7.0    %
   Oscar Mayer and
    Pizza                     544              516            5.4    %
                       --------------   --------------
Total KF North American
 pro forma operating
 companies income           4,878            4,475            9.0    %
                       --------------   --------------
KF International:
   Europe, Middle East
    and Africa                861              857            0.5    %
   Latin America and
    Asia Pacific              377              284           32.7    %
                       --------------   --------------
Total KF International
 pro forma operating
 companies income           1,238            1,141            8.5    %
                       --------------   --------------

Total Kraft Foods Inc.
 pro forma operating
 companies income      $    6,116       $    5,616            8.9    %
                       ==============   ==============

                           KRAFT FOODS INC.
                           and Subsidiaries
                      Diluted Earnings per Share
           Reconciliation of Reported to Pro forma Results
                 For the Quarters Ended December 31,
          ($ and shares in millions, except per share data)

                                                2001    2000  % Change
                                              ------------------------
Reported Net Earnings                           $ 548   $ 415   32.0 %

After-tax effect of incremental year 2000
income, loss on sale of food factory and
integration costs (a)                               8       -
Nabisco results  (b)                                -     (89)

Lower after-tax interest expense
  assuming 1/1/00 IPO date                          -      90
                                              ---------------
Pro forma net earnings                          $ 556   $ 416   33.7 %
                                              ===============

Average shares outstanding                      1,736   1,455

Adjustment to reflect shares
  outstanding after IPO                             -     280
                                              ---------------
Pro forma shares outstanding                    1,736   1,735
                                              ===============

Pro forma diluted earnings per share           $ 0.32  $ 0.24   33.3 %
                                              ===============


For the Years Ended December 31,
($ and shares in millions, except per share data)

                                                2001    2000  % Change
                                              ------------------------

Reported Net Earnings                         $ 1,882 $ 2,001   (5.9)%
After-tax effect of incremental year 2000
income, loss on sale of food factory and
integration costs and divestiture gain (a)         45     (58)
Nabisco results (b)                                 -    (561)

Lower after-tax interest expense
  assuming 1/1/00 IPO date                        165     363
                                              ---------------
Pro forma net earnings                        $ 2,092 $ 1,745   19.9 %
                                              ===============

Average shares outstanding                      1,610   1,455

Adjustment to reflect shares
  outstanding after IPO                           125     280
                                              ---------------
Pro forma shares outstanding                    1,735   1,735
                                              ===============

Pro forma diluted earnings per share           $ 1.21  $ 1.01   19.8 %
                                              ===============

(a)  See notes on last page.

(b)  Nabisco results include goodwill amortization and interest
     expense as if Nabisco had been acquired on January 1, 2000.

                           KRAFT FOODS INC.
                           and Subsidiaries
 Reconciliation to Pro Forma 2001 Diluted EPS Adjusted for the Impact
                of SFAS 141/142 and the Kraft IPO (c)

                                        1st     2nd     3rd     4th
                                      Quarter Quarter Quarter Quarter
                                      -------------------------------
Reported diluted EPS                   $ 0.22  $ 0.33  $ 0.29  $ 0.32

 Loss on sale of food factory and
  integration costs                      0.01       -    0.01       -
 Interest reduction assuming full-year
  IPO                                    0.06    0.05       -       -
 Share impact of IPO                    (0.04)  (0.05)      -       -
                                      -------------------------------
Pro forma diluted EPS                    0.25    0.33    0.30    0.32

 Cessation of goodwill amortization      0.14    0.14    0.14    0.14

Pro forma diluted EPS Adjusted for    -------------------------------
 SFAS 141/142 and the Kraft IPO        $ 0.39  $ 0.47  $ 0.44  $ 0.46
                                      ===============================

                                        Full
                                        Year
                                      -------
Reported diluted EPS                   $ 1.17

 Loss on sale of food factory and
  integration costs                      0.02
 Interest reduction assuming full-year
  IPO                                    0.11
 Share impact of IPO                    (0.09)
                                      -------
Pro forma diluted EPS                    1.21

 Cessation of goodwill amortization      0.55

Pro forma diluted EPS Adjusted for    -------
 SFAS 141/142 and the Kraft IPO        $ 1.76
                                      =======

(c)  Diluted earning per share are computed for each of the periods
     presented. Accordingly, the sum of the quarterly earnings per
     share amounts may not agree to the year-to-date amounts.


                           KRAFT FOODS INC.
                           and Subsidiaries
                       Condensed Balance Sheets
                    ($ in millions, except ratios)


                                        December 31,    December 31,
                                           2001            2000
                                      -------------------------------
Assets

Current assets                                $ 7,006         $ 7,152

Property, plant and equipment, net              9,109           9,405

Goodwill and other intangible assets,
 net                                           35,957          31,584

Other assets                                    3,726           3,930
                                      -------------------------------

      Total assets                           $ 55,798        $ 52,071
                                      ===============================


Liabilities and Shareholders' Equity

Total current liabilities                     $ 8,875         $ 7,590

Long-term debt                                  8,134           2,695

Notes payable to parent and affiliates          5,000          21,407

Deferred income taxes                           5,031           1,446

Other long-term liabilities                     5,280           4,885
                                      -------------------------------

      Total liabilities                        32,320          38,023

      Total shareholders' equity               23,478          14,048
                                      -------------------------------

      Total liabilities and
         shareholders' equity                $ 55,798        $ 52,071
                                      ===============================


Total  debt                                  $ 16,007        $ 25,826

Debt/equity ratio                                0.68            1.84


                           KRAFT FOODS INC.
                           and Subsidiaries
 Notes to Condensed Statements of Earnings and Selected Financial Data
                            ($ in millions)


The following pre-tax items had an impact on underlying results in
2001 and 2000:



                                    Fourth    Fourth   Twelve  Twelve
                                    Quarter   Quarter  Months  Months
                                     2001      2000     2001    2000
                                    ------    ------   ------  ------
- Loss on sale of a North
   American food factory
   and integration costs            $  16     $   -     $  82   $   -


- Gain on sale of a French
   confectionery business               -         -         -    (139)

- Related to incremental
   Year 2000 business (a)
     Kraft Foods North America          -         -         -      27
     Kraft Foods International          -         -         -      13


                                    ------    ------   ------  ------
                                    $  16     $   -     $  82   $ (99)
                                    ======    ======   ======  =======


(a) Relates to sales of products that would normally have occurred in
    January 2000, but were made in 1999 in order for the Company's
    customers to avoid potential problems related to the Century Date
    Change. These sales were previously excluded from the underlying
    1999 fourth quarter results.

    In addition, operating results of businesses sold since the
    beginning of 2000 are excluded from underlying operating revenues
    and operating companies income (but not from underlying net
    earnings or earnings per share). Several international and
    domestic food operations were divested since the beginning of
    2000. No assumptions were made as to the application of proceeds
    from the sales of any operations.

    Operating revenues and operating companies income for all periods
    presented were restated to reflect the transfer of management
    responsibility for Mexico and Puerto Rico from the international
    food business to the North American food business.
COPYRIGHT 2002 Business Wire
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