© 2007-2008 Trian Fund Management, L.P. All rights reserved.
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suggests the market is skeptical and has discounted virtually any potential for marginimprovement.Trian believes management’s multi-year margin improvement initiative is readily achievable; infact, we view it as too little improvement over too long a time period. Based on this plan,confectionary margins in 2011 would remain hundreds of basis points lower than what otherleading confectionary companies, including Wrigley and Hershey, currently achieve. Instead,Trian believes Cadbury should be able to achieve mid-teen margins by 2009 and best-in-class,or high-teen margins by 2011. By so doing, Cadbury can create substantial incremental valuefor shareholders.Trian believes the current management team and Board have made sound strategic judgmentsin the past, including the acquisition of Adams and the recent decision to separate thebeverage and confectionary businesses. And notwithstanding various operational problemsthat have arisen under the current leadership team, including salmonella issues in the UK,fraud in Nigeria and under-deliverance on past margin targets, Trian continues to believe thatthe current management team is capable of achieving its plan as well as the actions we areproposing. However, should Cadbury fail to demonstrate meaningful operational progress in2008 that translates to the bottom line, Trian will look to become significantly more active inevaluating all of our alternatives as a large shareholder.To fully restore credibility, we urge Cadbury to take the following specific actions that webelieve are critical to demonstrating that management is on track to deliver improvements inthe business and that the Board is committed to holding management accountable andincreasing shareholder value:
1. Set near-term margin targets for the confectionary business
that demonstratemeaningful improvement will be made beginning in 2008. Currently, the Company hascommitted to improve confectionary operating margins from approximately 10% in 2007 tothe “mid-teens” by 2011. However, without specific 2008 margin targets, the Board cannothold management accountable and shareholders will continue to discount the potential forany margin progress. We would suggest that full year 2008 guidance for confectionarymargins should target at least 175 basis points of improvement, given that much of thegroundwork for future cost reduction has been laid in 2007. Management should deliverquarterly updates throughout next year confirming that it is on track to deliver on thesetargets.
2. Increase medium and long-term confectionary margin goals
to target achieving mid-teen margins by 2009 and high-teen margins by 2011. Trian believes management’scurrent goal of achieving only mid-teen margins by 2011 is unacceptable, as it producestoo little improvement over too long a time period. Based on our extensive due diligence onCadbury, as well as Trian and its principals’ track record of fixing operations atunderperforming companies, we see no structural impediment to Cadbury achievingmargins that are at least as high, if not higher, than its confectionary peers.
3. Continue cost reduction efforts and transformation of beverage business.
Set a goalto improve beverage margins at least 300 basis points by eliminating duplicative central
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