Amendment No. 1 to Form F-1

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

This prospectus is being furnished in connection with (1) the distribution by Sara Lee Corporation, which we refer to as Sara Lee, pro rata to its shareholders of all of the shares of common stock of Sara Lee/DE US, Inc., which we refer to as CoffeeCo, owned by Sara Lee, which will be 100% of CoffeeCo’s shares of common stock outstanding immediately prior to such distribution, (2) the subsequent merger of CoffeeCo with a wholly owned subsidiary of DE International Holdings N.V., which we refer to as DutchCo, with CoffeeCo surviving the merger as a subsidiary of DutchCo, and (3) the exchange of DutchCo ordinary shares for the previously distributed shares of CoffeeCo common stock. CoffeeCo is a Delaware corporation and a wholly owned subsidiary of Sara Lee that at the time of the distribution will hold, through its subsidiaries, the assets and liabilities associated with Sara Lee’s international coffee and tea businesses. Prior to the completion of the separation, our stockholder intends to change our name and convert into a Dutch public company with limited liability. After the separation, the main U.S. subsidiary of DutchCo will be CoffeeCo. CoffeeCo will declare a special cash dividend of $3.00 per share to each holder of record of CoffeeCo common stock immediately following the distribution, to be paid after the distribution and prior to the merger. Upon consummation of the merger of CoffeeCo with a wholly owned subsidiary of DutchCo, Computershare Shareowner Services, which we refer to as Computershare or the exchange agent, will distribute the ordinary shares of DutchCo on a pro rata basis to the holders of Sara Lee common stock, who are also the beneficial owners of CoffeeCo common stock following the distribution. Each holder of Sara Lee common stock will receive ordinary shares of DutchCo in respect of each share of Sara Lee common stock held at the close of business on , 2012, the record date for the distribution. The DutchCo ordinary shares will be issued in book-entry form. The exchange agent will not distribute any fractional shares of DutchCo. Because we will not be distributing any fractional shares, will sell such shares into the open market at prevailing share prices and the exchange agent will distribute the net cash proceeds from the sale pro rata to each holder who would otherwise have been entitled to receive fractional shares of DutchCo.

We expect that the distribution and merger will be effective on or about , 2012, which as amended or extended we refer to as the distribution date. Currently, no public market exists for our ordinary shares. We will apply to list our ordinary shares on NYSE Euronext in Amsterdam under the symbol “ ” and with the ISIN Code and the common code . Immediately after the distribution and merger are completed, DutchCo will be an independent, publicly traded company. It is expected that the distribution should be tax-free to Sara Lee shareholders for U.S. federal income tax purposes. It is expected that the U.S. holders of CoffeeCo common stock should recognize a taxable gain, but not loss, on the receipt of DutchCo ordinary shares for CoffeeCo common stock in the merger of CoffeeCo with a wholly owned subsidiary of DutchCo.

Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 16.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The exchange agent expects to deliver the ordinary shares to holders of Sara Lee common stock on or about , 2012 through the book-entry facilities of Euroclear Nederland.

We have not authorized anyone to provide you with any information different from that contained in this prospectus. We do not take any responsibility for, and can provide no assurances as to, the reliability of any information that others may provide you. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus or other date stated in this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

SUMMARY

This summary highlights selected information about us and the ordinary shares and should be read as an introduction to the more detailed information appearing elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in the ordinary shares. You should read the entire prospectus carefully for a more complete understanding of our business and this offering, including “Risk Factors,” “Operating and Financial Review” and our audited combined financial statements and related notes contained herein.

Our fiscal year has historically been the 52- or 53-week period ending on the Saturday closest to June 30. Fiscal year 2011 ended on July 2, 2011, fiscal year 2010 ended on July 3, 2010 and fiscal year 2009 ended on June 27, 2009.

Unless the context otherwise requires, all references herein to “we”, “our”, “us”, and “the company” refer to Sara Lee’s International Coffee and Tea business, prior to the separation and to DE International Holdings N.V. upon and after the conversion and following the separation. All references herein to the distribution refer to the distribution to the shareholders of Sara Lee of all of the shares of common stock of CoffeeCo. All references herein to the merger refer to the merger of a wholly owned subsidiary of DutchCo with and into CoffeeCo pursuant to which each outstanding share of CoffeeCo common stock will be exchanged for ordinary shares of DutchCo and CoffeeCo will become a subsidiary of DutchCo. All references herein to the spin-off or separation refer to the merger, distribution and other transactions contemplated thereby, collectively.

Overview

We are a leading, focused pure-play coffee and tea company that offers an extensive range of high-quality, innovative coffee and tea products that are well-known in retail and out of home markets across Europe, Brazil, Australia and Thailand. According to Euromonitor, the global coffee and tea industry had aggregate revenues of approximately €78.3 billion in calendar year 2011. We are one of the largest companies (based on revenues) operating purely in the coffee and tea industry.

Our business is currently organized into three operating segments, Retail—Western Europe, Retail—Rest of World and Out of Home. The following table sets forth our total sales and the approximate percentage of our sales attributable to each of our operating segments for fiscal years 2011, 2010 and 2009:


	2011	2010	2009
Total Sales	€2.6 billion	€2.3 billion	€2.2 billion
Retail—Western Europe	43%	45%	46%
Retail—Rest of World	25%	25%	23%
Out of Home	24%	27%	27%

Within our Retail—Western Europe and our Retail—Rest of World segments, our principal products are roast and ground multi-serve coffee, which we refer to as multi-serve, roast and ground single-serve coffee pads and capsules, which we refer to as single-serve, instant coffee and tea. We sell these products predominantly to supermarkets, hypermarkets and through international buying groups. In our Out of Home segment, we offer a full range of hot beverage products but focus on our liquid roast products and related coffee machines. Our products and the related machines in the Out of Home segment are sold either directly to businesses, hotels, hospitals and restaurants or to foodservice distributors for distribution to the customer.

Our History

The roots of our company go back to 1753 in Joure, the Netherlands, when the Douwe Egberts brand was founded as a grocery business and grew to specialize in coffee and tea. In 1948, Douwe Egberts expanded its business and began exporting its products to other European countries. Sara Lee acquired the Douwe Egberts business through a series of investments beginning in 1978. As part of Sara Lee, the company expanded its geographic reach and increased its focus on innovation. In 1998, the company entered the Brazilian coffee market through a series of acquisitions, most recently Café Moka in 2008 and Café Damasco in 2010. We started to aggressively grow the Cafitesse proprietary liquid coffee systems for the foodservice industry in the 1990s and introduced the Senseo single-serve coffee system in partnership with Koninklijke Philips Electronics, which we refer to as Philips, in 2001. In 2010, the company launched the L’OR EspressO capsules compatible with the Nespresso^® single-serve system.

Our Brands

We have a portfolio of leading coffee and tea brands that address the needs of both our retail and out of home customers in our markets. According to AC Nielsen, as of December 31, 2011, we held the top market position in the Netherlands, Brazil, Belgium and Denmark, the number two position in France and Australia and the number three position in Spain, based on the total retail coffee market, including multi-serve, single-serve and instant. Each of our brands has a particular consumer or regional positioning that distinguishes it from its competitors and guides advertising and new product development.

Our Coffee Brands

LOGO

Our Tea Brands

LOGO

Douwe Egberts is our largest and most established brand in the multi-serve category. With more than 250 years of experience in the coffee and tea industry, Douwe Egberts is the best-selling coffee brand in the Netherlands and Belgium and also has solid market positions in the United Kingdom and Hungary. In addition to Douwe Egberts, our multi-serve coffee is sold under the following brands: L’OR and Maison du Café in France, Marcilla in Spain, Merrild in Denmark, Harris in Australia, Kanis & Gunnink in the Netherlands, Jacqmotte in Belgium, Prima in Poland and Pilão, Caboclo, Damasco and Moka in Brazil. Our single-serve coffee is sold under the brand name Senseo, which is generally co-branded, such as Douwe Egberts Senseo and L’OR Senseo, in the Netherlands, Belgium, France, Germany, Spain and select other countries. In April 2010, we launched the L’OR EspressO capsules brand in France, and L’OR EspressO has subsequently been successfully launched in the Netherlands and Belgium. In May 2011, we successfully launched our capsules brand in Spain as L’aRôme EspressO. Our instant coffee is primarily sold under the Moccona brand in Australia and Thailand, under the Douwe Egberts brand in the United Kingdom and under local brands in certain of our markets. Our tea is sold under the brand names Pickwick in the Netherlands, Belgium, the Czech Republic, Hungary and Denmark and Hornimans in Spain. Our Out of Home segment primarily operates under the Cafitesse umbrella brand, which is principally co-branded Douwe Egberts Cafitesse, for our liquid roast coffee products and machines and under our Piazza D’Oro brand for premium espresso products and machines.

Our Competitive Strengths

Pure-Play Coffee and Tea Company. We are one of the largest companies (based on revenues) operating purely in the coffee and tea industry. We believe that our focus on the coffee and tea business enables us to introduce innovative new products and concepts tailored to the preferences of our consumers and customers. We believe that our scale and diversity of operations in key markets provides us with greater marketing resources, production efficiencies and purchasing expertise, broader research and development capabilities and deeper consumer knowledge and understanding than our smaller regional and local competitors. Further, we expect that our streamlined organization will optimize time-to-market of new product innovations.

Strong Brands with Leading Market Positions. Our brands have a strong heritage in the coffee and tea industry, and we possess a portfolio of well-known and trusted brands with leading positions in key markets. According to AC Nielsen, our coffee brands occupy the number one retail market position in the Netherlands, Brazil, Belgium, Hungary and Denmark, the number two position in France and Australia and the number three position in Spain, based on total retail coffee market revenues, including multi-serve, single-serve and instant. Our Douwe Egberts brand is the number one coffee brand in the Netherlands and Belgium. Pilão enjoys the number one position in Brazil and Merrild is the leading coffee brand in Denmark. The Senseo brand of single-serve coffee pads and our L’OR EspressO and L’aRôme EspressO single-serve capsules are recognized by consumers for quality, and we continue to expand our single-serve offerings into new markets. In the tea category, Pickwick is a well-known brand in the Netherlands, the Czech Republic, Hungary and Denmark and Hornimans currently enjoys a strong market position in Spain. The strength of our brands in these markets allows us to test and introduce new products quickly, further improving our ability to adapt to industry trends and changing consumer preferences.

Knowledge and Innovation. Our business model is centered around our deep consumer knowledge and understanding, our technology and our strong innovation capabilities. Based on the unique consumer and customer insights we have gained over numerous decades, we have a deep understanding of the coffee and tea category and the preferences of its consumers and customers. This, coupled with our strong research and development capabilities, has positioned us well to launch new products and concepts that reflect the preferences of our consumers and customers. In 2001, for instance, we introduced the Senseo single-serve coffee system in partnership with Philips. Our launch in April 2010 of L’OR EspressO capsules compatible with the Nespresso^® single-serve system marked our entry into the single-serve espresso category. We intend to increase our presence with further innovations in this category in the coming years. In the Out of Home segment, we have built superior knowledge, expertise and capabilities in the liquid roast category, creating an easy-to-use premium coffee experience with our Cafitesse liquid roast products and systems.

Strong Management Team. Our company has a centuries-long rich tradition in the coffee and tea industry and over the course of our long history, our organization has developed superior coffee expertise. We believe this gives us a competitive advantage throughout the entire coffee value chain, and in particular, in coffee blending, coffee and tea sourcing and developing technological innovations that will enhance the coffee experience for our consumers. In connection with our separation from Sara Lee, we have hired new management with experience outside the coffee and tea industry who have extensive experience expanding businesses in existing consumer markets and into new consumer markets. These individuals also bring a strong track record of managerial and marketing capabilities to the company. We believe that the combination of our coffee and tea industry experience and employee expertise with our growth driven management will be a powerful combination for the company.

Key Business Strategies

Our aspiration is to be a leading, international coffee and tea company by enhancing the coffee and tea experience of our consumers through innovative products, concepts and systems that are based on our in-depth consumer knowledge and technology expertise, with a focus on the premium coffee and tea sectors. We intend to leverage our category and consumer expertise and knowledge across borders while tailoring our high-quality product offering to local preferences.

Enhance our Marketing Efforts. Our marketing strategy is to create added value by translating customer and consumer insights into effective innovations and brand visions. We are implementing a new innovation strategy designed to address consumer needs identified through preference mapping and other research. We intend to combine these insights with our rich heritage and expertise in the coffee and tea industry to create memorable coffee and tea experiences for our consumers and to strengthen our relationships with our customers. We plan to use the strength and consumer awareness of our key brands to allow us to introduce our innovations into the market quickly.

Our Out of Home segment plays an important role in building brand presence. To date, this has been an important but secondary role of the segment. Going forward, we expect that our Out of Home segment will play an increasing role in brand building by targeting select customers with broad consumer visibility, for example at cafés, gas stations and airports.

We also plan to increase our focus on digital and new media, which we believe will allow us to interact more effectively with our consumers in each of our markets. For example, the launch of the L’OR EspressO product line involved a mix of traditional print and television advertising campaigns, as well as digital media advertising, and our L’OR EspressO sales increased in the fiscal quarter in which these campaigns launched. We also seek to increase brand and product awareness by placing our products in as many customer channels as possible. Additionally, we currently have a successful loyalty building program in the Netherlands, which we are in the process of modernizing. We plan to build on that success to continue to improve our connection with our consumers in all of our markets.

Revitalize Product Lines to Enhance the Coffee and Tea Experience

Re-Invent Multi-Serve. We see multi-serve as an opportunity to refresh a category that has been stable for a long period of time. We intend to engage new and existing consumers with a differentiated product line presented in a contemporary fashion. We expect that this will include a broader product range, new premium offerings and new packaging concepts that address diverse consumer preferences.

Revitalize Senseo. Philips and Sara Lee were pioneers in expanding the single serve category. With over 33 million Senseo machines sold, as of February 1, 2012, the market position of our Senseo coffee pads provides us with a solid foundation in this category. We intend to pursue geographic expansion, machine and coffee pad innovations and to address a broader range of consumer segments, with more varied and contemporary product offerings. To this end, we recently entered into a memorandum of

understanding with Philips to strengthen our relationship with Philips and acquire the full rights to the Senseo trademark.

Differentiate Capsules. Our L’OR EspressO and L’aRôme EspressO capsules have experienced significant success and sales growth since the launch of L’OR EspressO in France in April 2010, with revenues from such sales exceeding €50 million in the first six months of our fiscal 2012. We intend to expand our capsule sales by establishing more differentiated brand positionings and extending our range to better address varied consumer preferences.

Build on Leading Position in Out of Home and Focus on Synergies with Retail. Through our proprietary liquid roast coffee technology and our Cafitesse brand, we lead the liquid roast category for out of home consumption (based on internal estimates and analysis). We intend to expand our liquid roast coffee business and, to further this goal, we are developing new, premium liquid roast products. We also intend to broaden our business base to include many of the more visible customer segments where roast and ground and espresso products are key to success. To this end, we recently acquired CoffeeCompany, a dynamic café operator targeting young urban consumers in Holland. Our intent is to gain inspiration and consumer connection experiences with the goal of expanding the visibility of, and becoming more effective in showcasing, our retail brands. We also intend to use the cafés as a test market to test new products and concepts before a full-scale launch. However, we do not intend to become a global café operator.

Expand our Presence in Instants into Existing Markets. We have a strong market position in premium freeze-dried instant coffee in Australia with the Moccona brand and have been gaining instant coffee market share in the United Kingdom with the Douwe Egberts brand. We plan to build on our instant coffee expertise through further innovations and increased marketing in countries where we already have strong multi-serve footholds.

Reinvigorate Tea. We believe that we have a strong platform from which to expand in the tea category with our Pickwick brand, which is well-known in the Netherlands, Hungary, Denmark and the Czech Republic, our Hornimans brand, which is a leader in Spain, and our recently acquired Tea Forte brand, a premium tea brand principally sold in the United States and Canada. We intend to expand our presence in the tea market through innovative new concepts and a sustained marketing effort designed to create more premium positionings for our tea activities.

Expand Geographically. As a part of Sara Lee, we historically derived a large percentage of our sales and profits from Western Europe. As an independent company, we intend to pursue growth in our Western European markets, including the Netherlands, France, Spain, Belgium and Denmark, through effective marketing, innovation and increased penetration of our products in these markets. We also intend to pursue growth in the emerging markets in which we currently operate, including Brazil, Eastern Europe and Thailand, and expansion into new markets through extensions of our own product innovations and through selective acquisitions, where appropriate and with a high level of discipline. Additionally, we believe that our Senseo single-serve coffee system and our L’OR EspressO capsules, already well-known in their existing markets, can contribute to our expansion into new markets. We are in the process of developing new products for both Senseo and L’OR EspressO to further increase consumer interest and bring our products into more households in both our existing and new markets.

Summary Risk Factors

Investing in our ordinary shares involves a high degree of risk. You should consider carefully the risks and uncertainties summarized below, the risks described under “Risk Factors,” the other information contained in this prospectus and our combined financial statements and the related notes included elsewhere herein before you decide whether to invest in our ordinary shares.

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Increases in the cost of green coffee, tea or other commodities could reduce our gross margin and profit.

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Current economic conditions may negatively impact demand for our products, which could adversely impact our sales and operating profit.

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Our pension costs could substantially increase as a result of volatility in the equity markets or interest rates.

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Changes in our relationships with our major customers, or in the trade terms required by such customers, may reduce sales and profits.

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Sales of certain of our branded products are significant to our financial performance. Declining sales of these products would adversely affect our results of operations.

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We depend on sales from the Netherlands for a substantial portion of our sales in any fiscal period. Sales in this country have recently declined and may continue to decline.

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Adverse public or medical opinions about caffeine or reports of incidents involving food-borne illness and tampering may harm our business.

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Changes in consumer preferences could adversely affect our business.

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Severe weather patterns may increase commodity costs, damage our facilities and impact or disrupt our production capabilities and supply chain.

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We have no operating history as an independent, publicly traded company, and our historical combined financial information is not necessarily indicative of our future financial condition, future results of operations or future cash flows nor does it reflect what our financial condition, results of operations or cash flows would have been as an independent public company during the periods presented.

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We may be unable to achieve some or all of the benefits that we expect to achieve as an independent, publicly traded company.

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In connection with our separation from Sara Lee, Sara Lee will indemnify us for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or that Sara Lee’s ability to satisfy its indemnification obligation will not be impaired in the future.

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We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent, publicly owned company subject to the reporting requirements of the SEC and Dutch law.

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Under the U.S. federal bankruptcy law and similar provisions of state fraudulent transfer laws, a court could deem the separation or certain related internal restructuring transactions as fraudulent transfers.

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Because there has not been any public market for our ordinary shares, the market price and trading volume of our ordinary shares may be volatile and you may not be able to resell your ordinary shares at or above the initial market price of our ordinary shares following the separation.

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Substantial sales of our ordinary shares may occur in connection with the separation, which could cause our share price to decline, and our ordinary shares will only be transferable if held in a securities account through Euroclear Nederland.

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The distribution could result in substantial tax liabilities.

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DutchCo and CoffeeCo will be subject to certain restrictions after the separation in order to preserve the tax-free treatment of the distribution, which may reduce DutchCo’s strategic and operating flexibility.

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DutchCo may be treated as a U.S. corporation for U.S. federal income tax purposes following the merger.

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We may be subject to U.S. and non-U.S. tax risks after the separation as a result of post-separation restructuring.

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We are subject to Dutch law and the rights of our ordinary shareholders may be different from those rights associated with companies governed by other laws.

Corporate Information

We were incorporated on February 27, 2012 as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) by Sara Lee International B.V., a private company with limited liability having its corporate seat in Joure, the Netherlands and its business address at Vleutensevaart 100, Utrecht, 3532 AD, the Netherlands. Sara Lee International B.V.’s principal business activities are (1) to participate in, to take an interest in any other way in and to conduct the management of other business enterprises of whatever nature, (2) to finance third parties and in any way to provide security or undertake the obligations of third parties and (3) to engage in all activities which are incidental to or which may be conducive to any of the foregoing. Prior to the completion of the separation, our stockholder intends (1) to change our name and convert into a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands and (2) to amend our articles of association. These actions are collectively referred to herein as the “conversion.” In January 2011, Sara Lee announced that its board of directors had agreed in principle to the separation of Sara Lee into two publicly traded companies. In connection with the separation, on the distribution date, we will become an independent, publicly traded company that will hold, through our subsidiaries, the assets and liabilities associated with Sara Lee’s international coffee and tea businesses, which are headquartered in the Netherlands. We will apply to list our ordinary shares on the NYSE Euronext in Amsterdam, which we refer to as Euronext Amsterdam, under the symbol “ ,” with the ISIN Code and the common code .

The separation will occur through Sara Lee’s distribution to Sara Lee’s shareholders of all of the outstanding shares of CoffeeCo common stock and the subsequent exchange in the merger of such shares for 100% of DutchCo’s ordinary shares outstanding immediately prior to the merger. In addition, CoffeeCo will declare a special cash dividend of $3.00 per share to each holder of record of CoffeeCo common stock immediately following the distribution to be paid after the distribution and prior to the merger. We refer to this dividend as the CoffeeCo Special Dividend.

Each of the holders of Sara Lee common stock, who are also the beneficial owners of CoffeeCo common stock following the distribution, will receive ordinary shares of DutchCo in respect of each share of Sara Lee common stock held at the close of business on , 2012, the record date for the distribution. The DutchCo ordinary shares will be issued in book-entry form. The exchange agent will not distribute any fractional shares of DutchCo. Because we will not be distributing fractional shares, the exchange agent will aggregate the amount of fractional shares that would otherwise have been distributed into whole shares of DutchCo. will sell such shares into the open market within ten business days after the distribution date at prevailing share prices and distribute the cash proceeds, net of brokerage fees and other costs, from the sale pro rata to each holder who would otherwise have been entitled to receive a fractional share of DutchCo.

Our corporate headquarters is in Utrecht, the Netherlands. We are registered with the Trade Register of the Chamber of Commerce in Amsterdam under number 54760968. Our executive offices are located at Vleutensevaart 100, Utrecht, 3532 AD, the Netherlands. Our telephone number is +31 30-292-7311. Our website address is . Information included or referred to on, or otherwise accessible through, our website is not intended to form a part of or be incorporated by reference into this prospectus.

Summary of the Separation

The following is a summary of the material terms of the distribution, merger and other related transactions. Please see “The Separation” for a more detailed description of the matters below.


Distributing Company		Sara Lee Corporation, a Maryland corporation. After the distribution and the merger, Sara Lee will not own any shares of CoffeeCo common stock or any DutchCo ordinary shares, and it is anticipated that Sara Lee will change its name.

Issuer Company		DutchCo, a limited liability company incorporated under the laws of the Netherlands. On the distribution date, Sara Lee will distribute to the exchange agent for the benefit of its shareholders on the record date all of the shares of common stock of CoffeeCo owned by Sara Lee, which will be 100% of CoffeeCo’s shares of common stock outstanding immediately prior to such distribution. CoffeeCo will declare a special cash dividend of $3.00 per share to each holder of record of CoffeeCo common stock immediately following the distribution to be paid after the distribution and prior to the merger. In the merger, a wholly owned U.S. subsidiary of DutchCo will merge with and into CoffeeCo. After the distribution and subsequent merger, CoffeeCo will be a subsidiary of DutchCo. DutchCo and CoffeeCo will hold, through their subsidiaries, all of the assets and liabilities of Sara Lee’s international coffee and tea business, and DutchCo will be an independent company listed on Euronext Amsterdam. Based on the approximately shares of Sara Lee common stock outstanding on , 2012, and applying the distribution ratio of ordinary shares, nominal value €0.12, of DutchCo in respect of each share of Sara Lee common stock, approximately DutchCo ordinary shares will be distributed to the holders of Sara Lee common stock on the record date, representing 100% of DutchCo’s outstanding ordinary shares.

Record Date		The record date is , 2012.

Distribution Date		The distribution date is expected to be , 2012.

Use of Proceeds		We will not receive any proceeds in connection with the separation.

Distribution Ratio		Each holder of Sara Lee common stock will receive ordinary shares of DutchCo in respect of each share of Sara Lee common stock held at the close of business on , 2012, the record date for the distribution. Prior to the separation, there has been no public market for DutchCo’s ordinary shares, except in the as-if-and-when-issued trading market. In addition, we expect that, following the separation, Sara Lee and DutchCo will have distinct shareholder bases, which may cause the trading price of DutchCo’s ordinary shares to be volatile following the separation.

Fractional Shares		The exchange agent will not distribute any fractional DutchCo ordinary shares in connection with the merger. Because we will not be distributing fractional shares, the exchange agent will aggregate the amount of fractional shares that would otherwise have been distributed into whole shares of DutchCo. will sell such shares into the open market


		within ten business days after the distribution date at prevailing share prices and distribute the cash proceeds in U.S. dollars, net of brokerage fees and other costs, from the sale to the exchange agent. The exchange agent will distribute such net proceeds pro rata to each holder who would otherwise have been entitled to receive a fractional share of DutchCo. For Sara Lee common stock held through a broker, bank or other nominee, aggregation will occur at the level of such broker, bank or nominee and not at the level of the beneficial owner. In the case of Sara Lee common stock held beneficially through a chain of intermediaries, treatment of fractional shares will depend on applicable contractual arrangements and market practices. Recipients of cash who would otherwise have been entitled to fractional shares will not be entitled to any interest on such amounts. The receipt of cash by shareholders who would otherwise have been entitled to receive fractional shares generally should be taxable to the recipient shareholders as described in The Separation—Material U.S. Federal Income Tax Consequences of the Separation beginning on page 46 of this prospectus.

Distribution Procedures		DutchCo ordinary shares will be issued only in book-entry form. No paper stock certificates will be issued. You will not be required to make any payment or surrender or exchange your shares of Sara Lee common stock. On or shortly after the distribution date, the exchange agent will distribute the ordinary shares of DutchCo to each shareholder entitled to receive such shares. The exchange agent will accomplish the distribution by crediting such shares to a book-entry securities account with respect to which such shareholders or their broker, bank or other nominee have returned an instruction form to the exchange agent properly instructing that their DutchCo ordinary shares be delivered to a specified Euroclear Nederland-eligible securities account. We refer to this form as an instruction form. Shareholders that do not provide an instruction form or on whose behalf a broker, bank or nominee has not provided an instruction form prior to the distribution date, will have their shares entered into the DutchCo shareholder register maintained on behalf of the company by the exchange agent. Holders of Sara Lee common stock that hold their shares through a broker, bank or nominee that has not provided an instruction form will hold their DutchCo ordinary shares through the same broker, bank or nominee, and such broker, bank or nominee will be entered on their behalf into the shareholder register maintained by the exchange agent. Beneficial shareholders will receive additional information from their brokers, banks or other nominees. Beginning on the first trading day after the distribution date, DutchCo ordinary shares will be listed only on Euronext Amsterdam. DutchCo ordinary shares will be ineligible for sale on Euronext Amsterdam unless they are held in a securities account through Euroclear Nederland. To facilitate the transfer of their DutchCo ordinary shares into such a Euroclear Nederland-eligible account, shareholders who hold shares in the register maintained by the exchange agent must have their DutchCo ordinary shares credited to such a securities account by delivering or


		arranging for delivery of an instruction form to the exchange agent. Shareholders for whom a broker, bank or nominee has been registered as the owner of DutchCo ordinary shares on the register maintained by the exchange agent must instruct this broker, bank or other nominee to deliver an instruction form duly executed by the broker, bank or other nominee. Computershare may, 90 or more days after the effectiveness of the registration statement of which this prospectus forms a part, provide a facility pursuant to which shareholders may sell their DutchCo ordinary shares on Euronext Amsterdam through . For more information, please contact the exchange agent.

Trading Market and Symbol		Subject to consummation of the distribution and merger, we will apply to list our ordinary shares on Euronext Amsterdam, under the symbol “ ,” with ISIN code “ ” and common code “ .” We cannot predict the trading prices for our ordinary shares when such trading begins. Whether you will be allowed to participate in trading on an as-if-and-when-issued basis is dependent on the policies of, and arrangements with, your custody bank. Therefore, not all investors will be eligible to trade our ordinary shares on an as-if-and-when-issued basis. We anticipate that trading in the ordinary shares of DutchCo will begin on an as-if-and-when-issued basis shortly before the record date and will continue until such time as regular way trading of DutchCo shares commences on Euronext Amsterdam. If trading begins on an as-if-and-when-issued basis, you may purchase or sell DutchCo ordinary shares, but your transaction will not settle until after the distribution date. Please note that if you do not provide appropriate Euroclear Nederland settlement instructions to Computershare and your Euroclear Nederland custodian prior to the distribution date, your as-if-and-when-issued trade may not settle. You are encouraged to consult with your financial advisor and broker regarding the specific implications of trading prior to or on the distribution date. For more information regarding as-if-and-when-issued trading, see the section entitled The Separation—Market for Our Ordinary Shares beginning on page 41 of this prospectus.

Relationship with Sara Lee after the Distribution		After the distribution and the merger, Sara Lee will not own any of the ordinary shares of DutchCo or any shares of common stock of CoffeeCo, and each of DutchCo and Sara Lee will be independent, publicly traded companies with their own management and boards of directors. However, in connection with the separation from Sara Lee, we are entering into a number of agreements with Sara Lee that will govern the separation and allocate responsibilities for obligations arising before and after the separation, including, among others, obligations relating to taxes, information technology and certain liabilities. In addition, we will enter into a Transition Services Agreement pursuant to which we and Sara Lee will provide certain transition services to each other on an interim basis. For a more detailed description, see Related Party Transactions—Agreements with Sara Lee Corporation beginning on page 115 of this prospectus.


Liabilities Unrelated to the Coffee and Tea Business		In connection with the separation with Sara Lee, we will assume liabilities relating to certain divestitures of Sara Lee’s former businesses. During the historical periods presented in the combined financial statements, Sara Lee legally held or managed certain businesses that have been sold or otherwise disposed, which we refer to as the divested businesses. The divested businesses consist of Sara Lee’s household and body care business and its international bakery business. These liabilities include certain legal claims and tax reserves and indemnifications, as well as pension obligations that did not transfer to the buyers of the divested businesses. We are also responsible for and have managed certain liabilities associated with a branded apparel business that was disposed prior to fiscal 2009. These liabilities include pension, medical claims and environmental obligations. In addition, we will have certain other potential liabilities unrelated to the coffee and tea business. For further information, see Note 26 to the audited combined financial statements on page F-61.

Conditions to the Separation		We expect that the distribution will be effective on or about , 2012, provided that the conditions set forth in The Separation—Conditions to the Separation, which begins on page 43, have been satisfied or waived in Sara Lee’s sole and absolute discretion. However, even if all of the conditions have been satisfied, Sara Lee may terminate and abandon the separation and the related transactions at any time prior to the distribution date.

Refinancing Transactions		We expect that, prior to the distribution, Sara Lee will issue approximately $650 million principal amount of notes, which we refer to as the new Sara Lee notes. In connection with the contribution of Sara Lee’s international coffee and tea business to CoffeeCo, Sara Lee will receive approximately $2.1 billion principal amount of CoffeeCo debt securities. In connection with the distribution and in accordance with the terms of the new Sara Lee notes, Sara Lee will satisfy its obligations under the new Sara Lee notes by transferring a portion of such CoffeeCo debt securities to the holders of the new Sara Lee notes. Sara Lee will transfer the remaining CoffeeCo debt securities to certain subsidiaries of CoffeeCo in satisfaction of Sara Lee’s debt obligations to such subsidiaries of CoffeeCo. We refer to these transactions as the debt exchange. Prior to the distribution, CoffeeCo intends to enter into an agreement with one or more third party lenders for approximately $1.8 billion of bridge financing. CoffeeCo will not receive any funds under the bridge financing until after the distribution, and funding under the bridge financing is expected to be conditioned upon the occurrence of the distribution. We expect that the bridge financing will be repaid shortly after the distribution of the CoffeeCo Special Dividend. In connection with the separation, the company intends to enter into a revolving credit facility to provide available financing to the company in future periods.


		As a consequence of various transactions, including those described above, between us and Sara Lee in connection with the separation, we estimate our borrowings will increase to € million at separation and our cash and cash equivalents will decrease to approximately € million. Assuming these amounts, we would have net debt (total borrowing less cash and cash equivalents) of approximately € million at separation.

Risk Factors		DutchCo’s business is subject to both general and specific business risks relating to its operations. DutchCo’s business is also subject to risks relating to the distribution, merger and related transactions, and, following the separation, we will be subject to risks related to being an independent, publicly traded company. Accordingly, you should read carefully the Risk Factors section beginning on page 16 of this prospectus.

U.S. Federal Income Tax Consequences		Sara Lee has received a private letter ruling, which we refer to as the IRS Ruling, from the U.S. Internal Revenue Service, which we refer to as the IRS, to the effect that the distribution and certain related transactions, including the debt exchange, will qualify as tax-free to Sara Lee, CoffeeCo and Sara Lee shareholders for U.S. federal income tax purposes under Sections 355, 368(a)(1)(D) and 361 and related provisions of the U.S. Internal Revenue Code of 1986, which we refer to as the Code. The distribution is conditioned upon such IRS Ruling not being revoked or modified in any material respect or superseded by a change in applicable law. The distribution is also conditioned upon Sara Lee’s receipt of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP to the effect that the distribution and certain related transactions, including the debt exchange, should qualify as tax-free to Sara Lee, CoffeeCo and Sara Lee shareholders for U.S. federal income tax purposes under Sections 355, 368(a)(1)(D) and 361 and related provisions of the Code. The merger generally should qualify as a reorganization under Section 368(a) of the Code; however, pursuant to special rules contained in Section 367(a) of the Code and the Treasury Regulations promulgated thereunder, U.S. holders should recognize gain, if any, but not loss, on the exchange of shares of CoffeeCo common stock for DutchCo ordinary shares in the merger. DutchCo should be respected as a foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code because there are “substantial business activities” in the Netherlands. A holder of CoffeeCo common stock should generally recognize gain or loss with respect to cash received because we are not distributing fractional ordinary shares of DutchCo.

Summary Financial Information

The following summary financial information as of July 2, 2011, July 3, 2010 and June 27, 2009 and for the years then ended have been derived from our audited combined financial statements, which are included elsewhere in this prospectus. Our audited combined financial statements have been prepared in accordance with International Financial Reporting Standards, which we refer to as IFRS, as issued by the International Accounting Standards Board and adopted by the European Union and have been audited by PricewaterhouseCoopers Accountants N.V., an independent registered public accounting firm.

The combined financial statements were prepared on a “carve-out” basis for purposes of presenting our financial position, results of our operations and cash flows. We did not operate as a stand-alone entity in the past and accordingly the selected financial data presented herein is not necessarily indicative of our future performance and does not reflect what our financial performance would have been had we operated as independent publicly traded company during the periods presented.

You should read the summary financial information in conjunction with our combined financial statements and related notes, “Selected Financial Data” and “Operating and Financial Review” included elsewhere in this prospectus. Our historical results do not necessarily indicate our expected results for any future periods.


	Fiscal Year Ended
	July 2, 2011			July 3, 2010⁽¹⁾			June 27, 2009
	(amounts in millions of euro, except percentages)
Combined Income Statement Data
Sales	€	2,601.6		€	2,315.5		€	2,234.5
Cost of sales		1,616.6			1,346.1			1,333.9

Gross profit		985.0			969.4			900.6
Selling, general and administrative expenses		653.7			622.7			554.1

Operating profit		331.3			346.7			346.5
Finance income, net		91.8			55.3			128.0
Finance costs, net		45.3			(14.7	)		12.0
Share of profit from associates		2.2			2.7			3.4

Profit before income taxes		380.0			419.4			465.9
Income tax expense		104.0			179.4			127.4

Profit for the year	€	276.0		€	240.0		€	338.5

Combined Balance Sheet Data (at period end)
Cash and cash equivalents⁽²⁾	€	1,342.6		€	663.8		€	506.4
Trade receivables		325.1			296.0			281.0
Inventories		414.4			288.3			255.4
Trade payables		264.7			198.3			185.5
Property, plant and equipment		369.9			365.6			372.6
Total borrowings		363.1			330.8			308.0
Total parent’s net investment⁽³⁾		3,109.4			2,472.0			2,794.0

Combined Cash Flow Data
Cash generated from operating activities⁽⁴⁾	€	276.3		€	361.0		€	189.6
Cash generated from (used in) investing activities⁽⁵⁾		70.8			353.7			(70.6	)
Cash generated from (used in) financing activities⁽⁵⁾		345.6			(560.2	)		(341.9	)

Other Financial Data
Sales growth		12.4	%		3.6	%		n/a
Like for like sales growth⁽⁶⁾		10.1	%		(0.9	)%		n/a
EBIT⁽⁷⁾	€	333.5		€	349.4		€	349.9
EBIT margin⁽⁸⁾		12.8	%		15.1	%		15.7	%
Adjusted EBIT⁽⁷⁾	€	363.3		€	370.9		€	355.2
Adjusted EBIT margin⁽⁸⁾		14.0	%		16.0	%		15.9	%
Working capital⁽⁹⁾	€	2,132.7		€	2,377.4		€	2,602.7
Operating working capital⁽⁹⁾	€	474.8		€	386.0		€	350.9
Operating working capital as a percentage of sales		18.3	%		16.7	%		15.7	%
Free cash flow⁽¹⁰⁾	€	198.8		€	295.3		€	113.0
Net cash⁽¹¹⁾	€	979.5		€	333.0		€	198.4
Capital expenditures	€	77.5		€	65.7		€	76.6

(1)	The Group’s fiscal year ends on the Saturday closest to June 30. Fiscal year 2010 was 53 weeks and fiscal years 2009 and 2011 were each 52 weeks.

(2)	As a consequence of various transactions in connection with the separation, we estimate our cash and cash equivalents will decrease to approximately € million.

(3)

As the entities within Sara Lee’s international coffee and tea operations were not held by a single legal entity prior to the separation, parent’s net investment is shown in place of shareholders’ equity. The total parent’s net investment will decrease significantly as a consequence of various transactions related to the separation.

(4)

For purposes of the combined financial statements, we have assumed all taxes were settled by Sara Lee, and as a result there are no cash taxes reflected in our operating cash flows. As a consequence, our future operating cash flows will be reduced by tax payments which are currently reflected as distributions to Sara Lee in financing activities in the combined statement of cash flow.

(5)

Our investing cash flows reflect cash inflows of €156.9 million and €402.6 million in fiscal 2011 and fiscal 2010, respectively, and cash outflows of €30.3 million in fiscal 2009 related to loans provided by us to Sara Lee and the associated interest income. These loans will be fully settled or forgiven in connection with the separation, which will have a significant impact on our future investing cash flows.

Our financing cash flows reflect contributions from Sara Lee of €348.0 million in fiscal 2011 and distributions to Sara Lee of €563.0 million in fiscal 2010 and €331.5 million in fiscal 2009, which will not recur after separation.

(6)

We define like for like sales as sales calculated at a constant exchange rate and adjusted to eliminate the 53^rd week and acquisitions during the period. We have included like for like sales to provide the investor a more clear understanding of our sales growth on a comparable basis. Like for like sales is not a measure in accordance with IFRS and accordingly should not be considered as an alternative to sales. The following table provides a reconciliation from sales to like for like sales:


	Fiscal Year Ended
	July 2, 2011			July 3, 2010			June 27, 2009
	(amounts in millions of euro, except percentages)
Sales	€	2,601.6		€	2,315.5		€	2,234.5
Less:
Foreign exchange^(a)		(132.6	)		(43.5	)		19.4
53^rd week		n/a			(34.6	)		n/a
Café Moka acquisition		(19.3	)		(31.4	)		(27.6	)
Café Damasco acquisition		(20.8	)		n/a			n/a

Like for like sales	€	2,428.9		€	2,206.0		€	2,226.3

Like for like sales growth		10.1	%		(0.9	)%		n/a

(a)

The foreign exchange adjustment for all annual periods is calculated at the fiscal 2011 budgeted exchange rate which may differ from the average rate for the period. The currencies with the most significant impact on sales are the Australian Dollar and Brazilian Real. The fiscal 2011 budgeted rates for these currencies were 1.64 and 2.74, respectively.

(7)

EBIT is defined as profit for the period before finance income, finance costs and income taxes. We define adjusted EBIT as EBIT before share of profit from associates and adjusted to exclude items management believes are unrelated to its underlying business and that are excluded from our segment profitability. We have included adjusted EBIT as it is a key performance metric used by management across our business. In addition, we believe these are useful measures for investors in understanding the performance of our underlying operations. These profit measures are not financial measures calculated in accordance with IFRS and may not be comparable to similar measures presented by other companies. Accordingly, they should not be considered as an alternative to operating profit or profit for the period. The following tables provide a reconciliation from profit for the period to these non-IFRS measures:


	Fiscal Year Ended
	July 2, 2011			July 3, 2010			June 27, 2009
	(all amounts in millions of euro)
Profit for the period	€	276.0		€	240.0			€338.5
Finance income, net		(91.8	)		(55.3	)		(128.0	)
Finance costs, net^(a)		45.3			(14.7	)		12.0
Income taxes		104.0			179.4			127.4

EBIT		333.5			349.4			349.9
Share of profit from associates		(2.2	)		(2.7	)		(3.4	)
Adjustments:
Restructuring charges		25.2			5.4			36.2
Restructuring related		7.8			9.1			6.8
Curtailment and past service costs		(13.1	)		—			(23.8	)
Impairment		5.6			—			—
Gain on sale of assets		—			—			(17.2	)
Branded apparel costs^(b)		3.5			7.9			6.7
Other		3.0			1.8			—

Total adjustments		32.0			24.2			8.7

Adjusted EBIT	€	363.3		€	370.9			€355.2

(a)

Our finance costs include foreign currency gains and losses, excluding those related to commodities, and the change in fair value of foreign currency and interest rate derivative financial instruments.

(b)

We are legally responsible for and managed certain liabilities associated with the branded apparel business Sara Lee sold prior to fiscal 2009. The liabilities, which include pensions, medical claims and environmental liabilities, are reflected in our combined financial statements. We exclude the impact of these items in assessing our profitability as they are unrelated to our ongoing business.

(8)	EBIT margin and adjusted EBIT margin represent EBIT and adjusted EBIT as defined above divided by sales.

(9)

Working capital is defined as current assets less current liabilities. We define operating working capital as inventory and trade receivables less trade payables. We have included operating working capital as the components of this measure are controlled by management and we use this measure to set management targets.

The components of operating working capital are derived from our combined financial statements; however, this is not a measure calculated in accordance with IFRS and may not be comparable to similar measures presented by other companies. Accordingly, operating working capital should not be considered as an alternative to operating cash flow.

(10)

For the purpose of this prospectus, we have defined free cash flow as cash flows from operations less capital expenditures. We have included free cash flow as we believe it is a useful measure for investors. Free cash flow is derived from our combined financial statements; however, this is not a measure calculated in accordance with IFRS and may not be comparable to similar measures presented by other companies. Accordingly, free cash flow should not be considered as an alternative to operating cash flow. The following provides a reconciliation from operating cash flow to this non-IFRS measure:


	Fiscal Year Ended
	July 2, 2011			July 3, 2010			June 27, 2009
	(all amounts in millions of euro)
Operating Cash Flow	€	276.3		€	361.0		€	189.6
Less: capital expenditures		(77.5	)		(65.7	)		(76.6	)

Free Cash Flow	€	198.8		€	295.3		€	113.0

(11)

Net cash is defined as total cash and cash equivalents minus total borrowings (the sum of current borrowings and non-current borrowings). We have included net cash as we believe it is a useful measure for investors. As a consequence of various transactions between us and Sara Lee in connection with the separation, we estimate our borrowings will increase to € million at separation and our cash and cash equivalents will decrease to approximately € million. Assuming these amounts, we would have net debt (total borrowing less cash and cash equivalents) of approximately € million at separation.

An investment in our ordinary shares involves a high degree of risk. In addition to the other information contained in this prospectus, you should carefully consider the following risk factors. If any of the possible events described below occurs, our business, financial condition, results of operations or prospects could be adversely affected. If that happens, the value of our ordinary shares may decline and you could lose all or part of your investment. The risks and uncertainties below are those known to us and that we currently believe may materially affect us.

Increases in the cost of green coffee, tea or other commodities could reduce our gross margin and profit.

Our primary raw material is green coffee, an agricultural commodity. Green coffee is subject to volatile price fluctuations. Speculation in the commodities markets, weather, seasonal fluctuations, real or perceived shortages, pest or other crop damage, land usage, the political climate in the producing nations, competitive pressures, labor actions, currency fluctuations, armed conflict and government actions, including treaties and trade controls by or between coffee producing nations, can affect the price of green coffee. Certain types of premium or sustainable coffees sell at higher prices than other green coffees due, among other things, to the inability of producers to increase supply in the short run to meet rising demand. As a result of the continued increase in demand for premium coffees, the price spread between premium coffee and non-premium coffee is likely to widen. We experienced significant increases in the price of green coffee in fiscal 2011 and we experienced volatility in these prices in the first half of fiscal 2012. Additionally, although less material to our operations than green coffee, other commodities including tea leaves, packaging materials, other coffee drink inputs and energy, are important to our operations.

Green coffee and other commodity price increases impact our business by increasing the costs of raw materials used to make our products and the costs to manufacture, package and ship our products. Decreases in commodity prices impact our business by creating pressure to decrease our sales prices. We use commodity financial derivative instruments and forward purchase contracts to hedge some of our commodity price exposure, consistent with our overall risk management program. Over time, if commodity costs increase, our operating costs will increase despite our commodity hedging program. The time period of the forward purchase contracts do not necessarily match the time period of the agreements we enter into with customers to sell our products, so our hedging strategies may not effectively reduce our exposure to commodity price increases. If we are not able to increase our product sales prices to sufficiently offset increased raw material costs, as a result of consumer sensitivity to pricing or otherwise, or if unit volume sales are significantly reduced due to price increases, it could have an adverse effect on our profitability.

Current economic conditions may negatively impact demand for our products, which could adversely impact our sales and operating profit.

Economic and market conditions have deteriorated significantly in many countries in which we operate, and these conditions have deteriorated further as a result of the current crisis in Europe, which has created uncertainty with respect to the ability of certain countries in the European Union, which we refer to as the EU, to continue to service their sovereign debt obligations. Since our sales are concentrated in Western Europe, these conditions have had, and are likely to continue to have, a negative impact on our business and on global economic activity and financial markets. If these conditions persist, our business, results of operations and financial position could be materially adversely affected.

We believe that economic uncertainty may create a shift in consumer preference toward private label products. This may result in increased pressure to reduce prices of our products and/or limit our ability to increase or maintain prices. Purchases of discretionary items by consumers, including some of our products,

could decline during times of economic uncertainty. In addition, at the same time that we have been experiencing pressure from customers and consumers to reduce our prices, we have seen sharp increases in our operating costs as a result of changing commodity prices. If these unfavorable economic conditions continue, our sales and profitability could be adversely affected.

Our pension costs could substantially increase as a result of volatility in the equity markets or interest rates.

The difference between plan obligations and assets, or the funded status of the plans, is a significant factor in determining the net periodic benefit costs of our pension plans. Changes in interest rates and the market value of plan assets can impact the funded status of these plans and cause volatility in the net periodic benefit cost. Cash funding requirements are set by different rules but are also subject to volatility due to changes in interest rates and the market value of plan assets. The exact amount of cash contributions made to pension plans in any year is dependent upon a number of factors, including minimum funding requirements in the jurisdictions in which we operate, the tax deductibility of amounts funded and arrangements made with the trustees of certain pension plans. In some jurisdictions cash funding requirements are partly the result of determinations by separate boards which act independently of the company. Our Dutch pension plan currently operates under a recovery plan as required by the Dutch Central Bank when a pension fund has a coverage ratio below its required solvency level. For more information on the recovery plan, see Management and Employees—Pension Schemes—Pension plans in the Netherlands, which begins on page 110. A significant increase in our pension funding requirements could have a negative impact on our results of operations or cash flow.

The coffee and tea industries are intensely competitive. To maintain and increase our market positions, we may need to increase expenditures on media, advertising, promotions and trade spend, and introduce new products and line extensions, which may require new production methods and new machinery. Due to inherent risks in the marketplace associated with advertising and new product introductions, including uncertainties about trade and consumer acceptance, increased expenditures may not prove successful in maintaining or increasing our market share and could result in lower sales and profits.

Our consumer products also are subject to significant price competition. From time to time, we may need to reduce the prices for some of our products to respond to competitive and customer pressures and to maintain market share. Additionally, our retail customers may reduce the prices of our products in order to increase consumer traffic into their stores or may not increase prices to consumers as costs to produce our products increase. Such pressures may restrict our ability to increase prices in response to raw material and other cost increases. Any reduction in prices as a result of competitive pressures, or any failure to increase prices when raw material costs increase, would harm profit margins and, if our sales volumes fail to grow sufficiently to offset any reduction in margins, our results of operations will suffer. This occurred in fiscal 2011 when the price of green coffee increased significantly and we were unable to increase our prices in certain markets quickly enough to compensate for the increased cost of green coffee. Additionally, the delay between the time commodity costs increase and the time we are able to increase our prices entails the risk that, before such price increases are passed on to our customers, the commodity prices may fall again, in which case we would be unlikely to recover losses caused by such temporary increases in commodity costs.

Changes in our relationships with our major customers, or in the trade terms required by such customers, may reduce sales and profits.

Because of the competitive environment, many of our retail customers have increasingly sought to improve their profitability through pricing concessions and increased promotional programs, more favorable trade terms and increased emphasis on private label products. This trend has become more pronounced with the increased purchasing power of buying groups and the rise of hard discounters in Europe. Our three largest customers in Western Europe represented an aggregate of approximately 16% of our total sales in fiscal 2011. As these

customers gain leverage through consolidation, it has become more difficult to pass on increases in commodity prices to these customers. For example, in France, we have occasionally been forced to stop trading for limited periods with certain retail customers because of our disagreements on price. Additionally, our Out of Home customers are increasingly focused on price and we could lose contracts with those customers if our competitors offer lower prices. To the extent we provide concessions or trade terms that are favorable to our retail and out of home customers, our margins will be reduced. Further, if we are unable to continue to offer terms that are acceptable to our customers, or our customers determine that they need less inventory, they could reduce purchases of our products or may increase purchases from our competitors, which would harm our sales and profitability.

Sales of certain of our branded products are significant to our financial performance. Declining sales of these products would adversely affect our results of operations.

A significant percentage of our total revenue has been attributable to sales of our Douwe Egberts and Pilão branded products and our Senseo single-serve pads. Sales of Douwe Egberts products (excluding products co-branded Douwe Egberts), Senseo products (and related accessories) and Pilão products represented 23%, 16% and 8%, respectively, of our total sales in 2011. Our financial performance may be significantly affected by changes in consumer perceptions of these brands. We experienced declining sales volumes of the Senseo coffee pads in fiscal 2011 and may be unable to compensate for the loss of these sales volumes through our planned innovations. Additionally, the Senseo single-cup brewing system is an “open” system, which allows competitors to produce single-serve pads that compete with our Senseo single-serve pads. If we cannot convince customers and/or consumers that our Senseo coffee pads are superior to the single-serve pads produced by our competitors for the Senseo system, we may lose customers and/or consumers to our competitors. Any significant decline in the sales volumes of our Senseo single-serve pads, and any significant decline in the sales of Douwe Egberts or Pilão, would materially adversely affect our results of operations.

We are reliant on certain key manufacturers for the production of our brewing machines and certain packaging materials.

A significant portion of the Cafitesse liquid roast brewing machines for the out of home market is supplied by one manufacturer. The Senseo single-cup brewing machines marketed under our current development agreement with Philips are, and any brewing machines using the Senseo trademark that are manufactured under the terms of any future development agreements with Philips are anticipated to be, manufactured by Philips. We rely on these manufacturers to produce high-quality brewing machines in adequate quantities to meet customer demands. Any decline in quality, disruption in production or inability of the manufacturers to produce the machines in sufficient quantities, whether as a result of a natural disaster or other causes, could materially adversely affect our sales of liquid roast coffee and Senseo single-serve coffee pads. Since sales of liquid roast coffee and Senseo single-serve pads are material to our operating results, such a disruption could result in a material adverse effect on our business, results of operations and financial position. In addition, certain of our packaging materials are sourced from a limited number of suppliers. If those suppliers are forced to discontinue or suspend operations because of bankruptcy or other financial difficulties we may not be able to identify alternate sources in a timely fashion which would likely result in increased expenses and operational delays.

We have consolidated our production capacity for certain of our product lines into single manufacturing sites. We could experience an interruption in or a loss of operations at these or any of our manufacturing sites resulting in a reduction or elimination of the availability of some of our products. For example, our manufacturing facility in Nava Nakorn, Thailand was damaged by flooding in October 2011, and we do not expect this facility to be fully operational until April 2012. If we are not able to obtain alternate production capability in a timely manner, we could experience a material adverse effect on our business, results of operations and financial position.

Our efforts to secure an adequate supply of quality or sustainable coffees may be unsuccessful.

We depend on the availability of an adequate supply of green coffee beans at the required quality levels or with the required sustainability certifications from our coffee brokers, exporters, cooperatives and growers. If any of our relationships with coffee brokers, exporters, cooperatives or growers deteriorate, we may be unable to procure a sufficient quantity of coffee beans at prices acceptable to us. In the case of a shortage of supply or unacceptable quality levels or prices, we may not be able to fulfill the demand of our existing customers or supply new customers with quality product at acceptable prices. A raw material shortage could force us to use alternative coffee beans or discontinue certain blends, could impair our ability to expand our business and could adversely affect our results of operations.

Maintaining a steady supply of green coffee is essential to keep inventory levels low and secure sufficient stock to meet customer needs. To help ensure future supplies, we purchase coffee on forward contracts for delivery in the future. Non-performance by suppliers could expose us to credit and supply risk. Additionally, entering into such future commitments exposes us to purchase price risk. Because we are not always able to pass price changes through to our customers due to competitive pressures and we are not always able to adequately hedge against changes in commodity prices, unpredictable price changes can have an immediate effect on operating results that cannot be corrected in the short run.

Additionally, we expect to purchase certified sustainable coffee representing 20% of our annual coffee volume by 2015, which would significantly increase our sustainable green coffee purchases. Certain of our competitors have announced similar plans to purchase a significant amount of sustainable coffee. Because the supply of coffee certifiable as sustainable is limited, the cost of acquiring such coffee may increase significantly, which would have an adverse effect on our results of operations. If we are unable to achieve our planned level of sustainable coffee purchases, that could negatively impact consumer perception of our brands, which would have an adverse effect on our business.

Operating in international markets involves exposure to movements in currency exchange rates, which are volatile at times. Movements in foreign exchange rates can affect our supply costs because a significant portion of our revenues are in euros, but we source green coffee, tea and other commodities in currencies other than the euro. The impact on us of currency fluctuations may be substantial because we purchase coffee on forward contracts for delivery in the future, and such contracts are not generally adjusted for fluctuations in currency prior to the delivery date. Further, our currency hedges may not successfully reduce our exposure to currency exchange rate fluctuations. Accordingly, a depreciation of non-euro currencies relative to the euro, or changes in the relative value of any two currencies that we use for transactions, could have a material adverse effect on our financial condition and results of operations.

We depend on sales from the Netherlands for a substantial portion of our sales in any fiscal period. Sales in this country have recently declined and may continue to decline.

Our financial performance is highly dependent on sales in the Netherlands which comprised approximately 28% of our sales in fiscal 2011. Additionally, we rely on a small number of customers in the Netherlands for all of our sales in that country. Our financial performance may be affected by changes in the regulatory and economic environment in the Netherlands and in Western Europe generally or by financial difficulties experienced by key customers in the Netherlands or elsewhere. We have occasionally experienced decreases in sales in this country, which has adversely affected our operating results. If sales in this country continue to decline, our business and financial results will be adversely affected.

An impairment in the carrying value of goodwill or other acquired intangible assets could negatively affect our results of operations and shareholders’ equity.

The carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of other intangible assets represents the fair value of trademarks, tradenames and other acquired intangible assets as of the acquisition date. Goodwill and other acquired intangible assets expected to contribute indefinitely to our cash flows are not amortized, but are evaluated for impairment by our management at least annually. If the carrying value exceeds the recoverable amount as determined based on the higher of the discounted future cash flows of the related businesses and the fair value less costs to sell, the goodwill or other intangible asset is considered impaired and is reduced to the recoverable amount via a non-cash charge to earnings. Events and conditions that could result in impairment charges include further economic instability, further significant commodity price fluctuations, increased competition, or other factors leading to reduction in sales or profitability. In addition, in January 2012, the Brazilian government revised the tax laws related to the export of green coffee. This may negatively impact the ability of our Brazilian business to achieve targeted profit levels, which could trigger an impairment to the €32.2 million of goodwill that was allocated to this cash generating unit at the end of fiscal 2011. If the value of goodwill or other acquired intangible assets is impaired, our results of operations and shareholders’ equity could be adversely affected.

The success of our business depends substantially on consumer perceptions of our brands.

We believe that maintaining and continually enhancing the value of our brands is critical to the success of our business. Brand value is based in large part on consumer perceptions. Success in promoting and enhancing brand value depends in large part on our ability to provide high quality products and continued innovation. Brand value could diminish significantly as a result of a number of factors, such as if we fail to preserve the quality of our products, if we are perceived to act in an irresponsible manner, if we or our brands otherwise receive negative publicity, if the brands fail to deliver a consistently positive consumer experience or if the products become unavailable to consumers. If our brand values are diminished, our revenues and operating results could be materially adversely affected.

Our financial results and achievement of our growth strategy is dependent on our ability to maintain the strong brand image of our existing products, our ability to successfully develop and launch new products and product extensions and on marketing of existing products.

Achievement of our growth strategy is dependent, among other things, on our ability to maintain the strong brand image of our existing products, our ability to successfully develop and launch new products and product extensions and on marketing of existing products. Although we devote significant focus to the development of new products, we may not be successful in developing innovative new products or our new products may not be commercially successful. Our financial results and our ability to maintain or improve our competitive position will depend on our ability to effectively gauge the direction of our key markets and successfully identify, develop, manufacture, market and sell new or improved products in these changing markets.

The future growth of our business may be adversely affected if we are unable to effectively expand in international and emerging markets.

Our growth strategy includes the expansion of our sales in our existing markets and new international markets, including emerging markets. Expansion in emerging markets, including expansion of our sales and operations in Brazil, involves significant business and legal risks. These risks include, but are not limited to: changes in economic, political or regulatory conditions; difficulties in managing geographically diverse operations; changes in business regulation; effects of foreign currency movements; difficulties in enforcing contracts and cultural and language barriers. If we fail to address one or more of these challenges, our business and financial performance may be materially adversely affected.

We are subject to intellectual property infringement risk that could adversely affect our business.

Our existing products or our introduction of new products or product extensions may generate litigation or other legal proceedings against us by competitors claiming infringement or other violation of their intellectual property rights, which could negatively impact our results of operations. For example, Nestlé has filed suit against several of our subsidiaries claiming patent and trademark infringement in connection with our sales of L’OR EspressO and L’aRôme EspressO. Because sales of the L’OR EspressO and L’aRôme EspressO single-serve capsules have served as a significant source of our sales growth in recent periods, our results of operations may be adversely affected by a negative outcome in this litigation. Intellectual property litigation can be complex and expensive, and outcomes are difficult to predict. An adverse result in an intellectual property litigation could subject us to liabilities and/or require us to seek licenses from third parties, which may not be available on satisfactory terms. As a result, intellectual property challenges against us could have an adverse effect on our business, operating results and financial condition.

Failure to maximize or to successfully assert our intellectual property rights could impact our competitiveness.

We rely on trademark, trade secret, patent and copyright laws to protect our intellectual property rights. We cannot be sure that these intellectual property rights will be maximized or that they can be successfully maintained or asserted. There is a risk that we will not be able to obtain, maintain and perfect our own or, where appropriate, license intellectual property rights necessary to support our current products and new product introductions. Accordingly, our products, product development efforts and new product introductions may not be protected or protectable pursuant to intellectual property rights. In addition, we cannot be sure that these rights will not be invalidated, circumvented or challenged. Further, even if such rights are obtained in the United States, the EU, or individual European countries, the laws of some of the countries in which our products are or may be sold may not protect our intellectual property rights to the same extent as the laws of the United States, the EU or individual European countries.

Additionally, in certain jurisdictions rights in trademarks are derived from registration of such trademarks in such jurisdiction. Trademark registrations for the Aroma Lady logo, which appears on our Douwe Egberts branded products, and the Cafitesse brand in certain countries in the Middle East are held on our behalf by another party with whom we are currently in a dispute and, accordingly, our ability to sell products under these brands into such Middle Eastern countries may be materially adversely affected by this dispute. Our failure to perfect or successfully assert our intellectual property rights could make us less competitive and could have an adverse effect on our business, operating results and financial condition.

Many of our production processes are not proprietary, so competitors may be able to duplicate them, which could harm our competitive position.

We consider the production methods for many of our products essential to the quality, flavor and richness of our coffees and, therefore, essential to our brands. Because these methods are not patented, we would be unable to prevent competitors from copying these methods if such methods became known. If our competitors copy our methods, the value of our brands may be diminished, and we may lose customers to our competitors. In addition, competitors may be able to develop production methods that are more advanced than our production methods, which may also harm our competitive position.

Our business operations could be disrupted if our information technology systems fail to perform adequately.

We rely on our information technology systems to effectively manage and operate many of our key business functions, including our supply management, product manufacturing and distribution, order processing and other business processes. The failure of our information technology systems to perform could disrupt our business and result in supply management errors, production inefficiencies and the loss of sales and customers, causing our

business and results of operations to suffer. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, system failures, security breaches and viruses. Any such damage or interruption could have a material adverse effect on our business.

Our operating results may have significant fluctuations from period to period which could have a negative effect on our stock price.

Our operating results may fluctuate from period to period or within certain periods as a result of a number of factors, including fluctuations in the price and supply of green coffee and tea, fluctuations in the selling prices of our products, currency fluctuations, the success of our green coffee and currency hedging strategies, competition from existing or new competitors in our industry, changes in consumer preferences, and our ability to manage inventory and fulfillment operations and maintain gross margins. Fluctuations in our operating results as a result of these factors or for any other reason could cause our stock price to decline. Accordingly, we believe that period-to-period comparisons of our operating results are not necessarily meaningful, and such comparisons should not be relied upon as indicators of future performance.

Adverse public or medical opinions about caffeine or reports of incidents involving food-borne illness and tampering may harm our business.

Coffee and tea contain caffeine and other active compounds, the health effects of some of which are not fully understood. A number of research studies conclude or suggest that excessive consumption of caffeine may lead to increased adverse health effects. Caffeine levels vary between blends and we may be restricted in the production of certain blends due to the level of caffeine in the blends. Additional unfavorable reports on the health effects of caffeine or other compounds present in coffee or tea could significantly reduce the demand for coffee or tea, which could harm our business and reduce our sales.

If our products become contaminated or mislabeled, we might need to recall those items and may experience product liability claims if consumers are injured.

We may need to recall some of our products if they spoil, become contaminated, are tampered with or are mislabeled. A widespread product recall could result in adverse publicity, an inability to maintain sufficient stocks of our products, damage to our reputation and a loss of consumer confidence in our products, which could have a material adverse effect on our business results and the value of our brands. We also may be subject to liability if our products or operations violate applicable laws or regulations, or in the event our products cause injury, illness or death. In addition, we could be the target of claims that our advertising is false or deceptive under the laws of the jurisdictions in which we operate, including consumer protection laws. Even if a product liability or consumer fraud claim is unsuccessful or is without merit, the negative publicity surrounding such assertions regarding our products could adversely affect our reputation and brand images.

Our continued success depends, in part, upon the demand for coffee and tea. Competition from other beverages may dilute the demand for coffee and tea. Consumers who choose soft drinks, juices, bottled water and other beverages may reduce spending on coffee and tea. Because we are highly dependent on consumer demand for coffee and tea, a shift in consumer preferences away from coffee and tea would harm our business more than if we had more diversified product offerings.

Our success depends largely on the continued availability of certain personnel.

Much of our future success depends on the continued availability of skilled personnel and other key employees with historical knowledge of our company, our industry and coffee purchasing and blending. If we are unable to attract and retain such talented, highly qualified skilled personnel and other key employees, our business may be adversely affected.

Severe weather patterns may increase commodity costs, damage our facilities and impact or disrupt our production capabilities and supply chain.

There is increasing concern that a gradual increase in global average temperatures has caused and will continue to cause significant changes in weather patterns around the globe and an increase in the frequency and severity of extreme weather events. Major weather phenomena have dramatically affected and may continue to affect coffee growing countries. The wet and dry seasons are becoming unpredictable in timing and duration, causing improper development of the coffee berries. Changing weather patterns may affect the quality, limit availability or increase the cost of key agricultural commodities, such as green coffee and tea, which are the key raw materials for our products. Increased frequency or duration of extreme weather conditions could also damage our facilities, impair production capabilities or disrupt our supply chain. As a result, the effects of climate change could have a long-term adverse impact on our business and results of operations.

In addition, increased government regulations or demands from key retailers to limit carbon dioxide and other greenhouse gas emissions as a result of concern over climate change may result in increased compliance costs, capital expenditures and other financial obligations for us. We use natural gas, diesel fuel, and electricity in the manufacturing and distribution of our products. Legislation or regulation affecting these inputs could materially adversely affect our profitability. In addition, climate change could affect our ability to procure needed commodities at costs and in quantities currently available to us and may require us to make additional unplanned capital expenditures.

Changes in regulations or failure to comply with existing regulations could affect our product sales, financial condition and results of operations.

As a manufacturer of products intended for human consumption, we are subject to extensive legislation and regulation in the EU and in each of the countries in which we do business with respect to: product composition, manufacturing, storage, handling, packaging, labeling, advertising and the safety of our products; the health, safety and working conditions of our employees; our pensions; and our competitive and marketplace conduct. We perform laboratory analyses on incoming ingredient shipments for the purpose of assuring that they meet our quality standards as well as those of the EU and each of the countries in which we do business. Our operations and properties, past and present, are also subject to a wide variety of EU and local laws and regulations governing: air emissions, waste water discharge, noise levels, energy efficiency; the presence, use, storage, handling, generation, treatment, emission, release, discharge and disposal of hazardous materials, substances and wastes; and the remediation of contamination to the environment. Existing legislation and modification to existing legislation and/or regulation and the introduction of new legislative and regulatory initiatives may affect our operations and the conduct of our businesses, and the cost of complying with such legislation or modified and/or new legislation or regulation or the effects of such legislation or modified and/or new legislation or regulation may have an adverse effect on our product sales, financial condition and results of operations. Additionally, our selling practices are regulated by competition authorities in the jurisdictions in which we operate. A finding that we are in violation of, or out of compliance with, applicable laws or regulations could subject us to civil remedies, including fines, damages, injunctions or product recalls, or criminal sanctions, any of which could adversely affect our business.

We are dependent upon access to external sources of capital to grow our business.

Our business strategy contemplates future access to debt and equity financing to fund the expansion of our business. Recent events in the financial markets have had an adverse impact on the credit markets and equity securities which have exhibited a high degree of volatility. The inability to obtain sufficient capital to fund the expansion of our business or to refinance debt as it comes due could have a material adverse effect on us. In addition, a downgrade in our credit rating could make it difficult or prohibitively expensive to borrow, which could have a material adverse effect on us.

If we pursue strategic acquisitions or divestitures, we may not be able to successfully consummate favorable transactions or successfully integrate acquired businesses.

We may consider acquisitions, joint ventures and divestitures as a means of enhancing shareholder value and furthering our strategic objectives. Acquisitions and joint ventures involve financial and operational risks and uncertainties, including difficulty identifying suitable candidates or consummating a transaction on terms that are favorable to us; inability to achieve expected returns that justify the investments made; potential impairment resulting from overpayment for an acquisition; difficulties integrating acquired companies and operating joint ventures, retaining the acquired businesses’ customers and brands, and achieving the expected financial results and benefits of the transaction, such as cost savings and revenue growth from geographic expansion or product extensions; inability to implement and maintain consistent standards, controls, procedures and information systems; and diversion of management’s attention from our core businesses.

The global nature of our business and the resolution of tax disputes will create volatility in our effective tax rate.

As a global business, our tax rate from period to period will be affected by many factors, including changes in tax legislation, our global mix of earnings, the tax characteristics of our income, the timing and recognition of goodwill impairments, acquisitions and dispositions, adjustments to our reserves related to uncertain tax positions, changes in valuation allowances and the portion of the income of non-U.S. subsidiaries that we expect to remit to CoffeeCo and that will be taxable. Although we expect to have an effective tax rate of approximately % in fiscal years 2014 and 2015, no assurances can be made in this regard. A higher than anticipated effective tax rate could have an adverse impact on our financial condition and results of operations.

In addition, significant judgment will be required in determining our effective tax rate and in evaluating our tax positions. We will establish accruals for certain tax contingencies when, despite the belief that our tax return positions are fully supported, we believe that certain positions will be challenged and may not be fully sustained. The tax contingency accruals will be adjusted in light of changing facts and circumstances, such as the progress of tax audits, case law and emerging legislation. Our effective tax rate will include the impact of tax contingency accruals and changes to the accruals, including related interest and penalties, as considered appropriate by management. When particular matters arise, a number of years may elapse before such matters are audited and finally resolved. Favorable resolution of such matters could be recognized as a reduction to our effective tax rate in the year of resolution. Unfavorable resolution of any particular issue could increase the effective tax rate and may require the use of cash in the year of resolution.

We have no operating history as an independent, publicly traded company and our historical combined financial information is not necessarily indicative of our future financial condition, future results of operations or future cash flows nor does it reflect what our financial condition, results of operations or cash flows would have been as an independent public company during the periods presented.

Currently, our business is integrated with the other businesses of Sara Lee. The historical combined financial information set forth herein does not reflect what our financial condition, results of operations or cash flows would have been as an independent public company during the periods presented and is not necessarily indicative of our future financial condition, future results of operations or future cash flows. This is primarily a result of the following factors:

We may be unable to achieve some or all of the benefits that we expect to achieve as an independent, publicly traded company.

By separating from Sara Lee there is a risk that we may be more susceptible to market fluctuations and other adverse events than we would have otherwise been were we still a part of Sara Lee. In addition, we will incur significant costs in connection with our separation from Sara Lee, which may exceed our estimates. As part of Sara Lee, we were able to enjoy certain benefits from Sara Lee’s operating diversity and purchasing leverage, as well as its economies of scope and scale in costs, employees, vendor relationships and customer relationships. If we are unable to achieve these benefits, that would have an adverse effect on our results of operations.

Potential indemnification liabilities to Sara Lee pursuant to the separation agreements could materially and adversely affect our business, financial condition, results of operations and liquidity.

In connection with the separation, we will enter into a master separation agreement with Sara Lee that provides for, among other things, the principal corporate transactions required to effect the separation, certain conditions to the separation and provisions governing the relationship between our company and Sara Lee with respect to and resulting from the separation. For a description of the master separation agreement, see Related Party Transactions—Agreements with Sara Lee Corporation—Master Separation Agreement, which begins on page 115. Among other things, the master separation agreement provides for indemnification obligations designed to make us financially responsible for substantially all liabilities that may exist relating to our downstream business activities, whether incurred prior to or after the separation, as well as those obligations of Sara Lee assumed by us pursuant to the master separation agreement, including certain liabilities related to divestitures made by Sara Lee prior to the separation, including the divestitures of its former household and body care and international bakery businesses. In connection with the separation, we have also entered into other agreements with Sara Lee that impose indemnification and other obligations on us. If we are required to indemnify Sara Lee under the circumstances set forth in the separation agreements, we may be subject to substantial liabilities, which may have a material adverse effect on our business, financial condition, results of operations and liquidity.

Pursuant to the master separation agreement, Sara Lee has agreed to indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that Sara Lee has agreed to retain, and there can be no assurance that the indemnity from Sara Lee will be sufficient to protect us against the full amount, or any, of such liabilities, or that Sara Lee will be able to satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from Sara Lee any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. After the separation, Sara Lee’s insurers may deny coverage to us for liabilities associated with occurrences prior to the separation. Even if we ultimately succeed in recovering from such insurance providers, we may be required to temporarily bear such loss of

coverage. If Sara Lee is unable to satisfy its indemnification obligations or if insurers deny coverage, the underlying liabilities could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our business has historically relied on Sara Lee for various financial, treasury, tax and other corporate services and information technology systems to support our operations. After the separation, Sara Lee will continue to supply us certain of these services and systems, generally on a short-term transitional basis. However, we will be required to establish the necessary infrastructure and systems to supply these services and systems on an ongoing basis. We may not be able to replace these services and systems provided by Sara Lee in a timely or cost-effective manner or on terms and conditions as favorable as those we receive from Sara Lee.

In addition, as a public entity, we will be subject to the reporting requirements of the U.S. Securities and Exchange Commission, or SEC. In addition to the annual and current reports that we will be required to file with the SEC, Dutch law will require that we file annual, semi-annual and interim reports with respect to our business and financial condition. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to Dutch public companies listed on Euronext Amsterdam and companies subject to SEC reporting requirements. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial position, results of operations or cash flows.

We may have been able to receive better terms from unaffiliated third parties than the terms we receive in our agreements with Sara Lee.

The agreements related to the separation were negotiated in the context of our separation from Sara Lee while we are still part of Sara Lee. Accordingly, these agreements may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third parties. The terms of the agreements being negotiated in the context of our separation are related to, among other things, allocations of assets, liabilities, rights, indemnifications and other obligations among Sara Lee and us. We may have received better terms from third parties because third parties may have competed with each other to win our business. See Related Party Transactions—Agreements with Sara Lee Corporation, which begins on page 115, for more detail.

A court likely would find that Sara Lee did not receive reasonably equivalent value or fair consideration for the transfers related to the separation. The issue, therefore, will be whether at the time of the transfers Sara Lee was insolvent or rendered insolvent, was left with unreasonably small capital or was unable to pay its debts when they become due. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a party would be considered insolvent if:

We cannot be sure what standard a court would apply in making these determinations. The remedy for a fraudulent transfer is to void the transfer and return the property to the transferor.

After the separation, certain of our directors and officers may have actual or potential conflicts of interest because of their equity ownership in Sara Lee.

Because of their current or former positions with Sara Lee, certain of our directors and executive officers own shares of Sara Lee common stock or hold other equity interests or options to acquire shares of Sara Lee. Following the separation, these officers and directors may continue to own shares of Sara Lee common stock or other Sara Lee equity interests and the individual holdings may be significant for some of these individuals compared to their total assets. This ownership may create, or may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for Sara Lee and our company.

For example, potential conflicts of interest could arise in connection with the resolution of any dispute that may arise between us and Sara Lee regarding the terms of the agreements governing the separation and the relationship thereafter between the companies. Potential conflicts of interest could also arise if we and Sara Lee enter into additional commercial arrangements with each other in the future.

Concerns about our prospects as a stand-alone company could affect our ability to retain employees.

The separation represents a substantial organizational and operational change and our employees might have concerns about our prospects as a stand-alone company, including our ability to successfully operate the new entity and our ability to maintain our independence after the separation. If we are not successful in assuring our employees of our prospects as an independent company, our employees might seek other employment, which could materially adversely affect our business.

Sara Lee has received the IRS Ruling to the effect that the distribution and certain related transactions, including the debt exchange, will qualify as tax-free to Sara Lee, CoffeeCo and Sara Lee shareholders for U.S. federal income tax purposes under Sections 355, 368(a)(1)(D), and 361 and related provisions of the Code. The distribution is conditioned upon such IRS Ruling not being revoked or modified in any material respect or superseded by a change in applicable law. The distribution is also conditioned upon Sara Lee’s receipt of an opinion of tax counsel with respect to certain conclusions as to the tax-free nature of the transaction that are not addressed in or covered by the private letter ruling. Although a private letter ruling generally is binding on the IRS, if the factual representations or assumptions made in the private letter ruling request are untrue or incomplete in any material respect, or any material forward-looking covenants or undertakings are not complied

with, then Sara Lee would not be able to rely on the IRS Ruling. In addition, the IRS Ruling is based on current law, and cannot be relied upon if the applicable law changes with retroactive effect. Furthermore, the IRS Ruling does not establish that the distribution satisfies every requirement for qualification under Sections 355, 368(a)(1)(D) and 361 of the Code. The parties will rely solely on the opinion of counsel with respect to those additional requirements. Moreover, the IRS Ruling does not address any tax consequences relating to the merger, including under Sections 367, 368(a) or 7874 of the Code, and the merger will be conditioned upon a receipt by Sara Lee of an opinion addressing such matters, as described further in The Separation—Conditions to the Separation, which begins on page 43.

As described above, the distribution is also conditioned upon the receipt by Sara Lee of an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special tax counsel to Sara Lee, to the effect that the distribution and certain related transactions, including the debt exchange, should qualify as tax-free to Sara Lee, CoffeeCo and Sara Lee shareholders under Sections 355, 368(a)(1)(D), and 361 and related provisions of the Code. Sara Lee expects to receive such opinion, along with the opinions addressing Sections 367, 368 and 7874 of the Code, at the effective time of the distribution. The opinions will rely on the IRS Ruling as to matters covered by the IRS Ruling. The tax opinions also are and will be based on, among other things, assumptions and representations that have been and will be received from Sara Lee, CoffeeCo and DutchCo, including those representations contained in certificates of officers of Sara Lee, CoffeeCo and DutchCo, as requested by counsel. If any of those factual representations or assumptions were to be untrue or incomplete in any material respect, any undertaking was not complied with, or the facts upon which the opinions are and will be based were to be materially different from the facts at the time of the distribution, the distribution may not qualify under Sections 355, 368(a)(1)(D) and 361 of the Code.

The conclusions in the tax opinion are and will be based on existing legal authority. With respect to certain conclusions as to which there is no authority directly on point, such conclusions will be based upon a reasoned analysis and interpretation of relevant analogous authorities. The opinion will not be binding on the IRS or the courts, and there can be no assurance that the IRS or the courts would not challenge the conclusions stated in the opinion or that any such challenge would not prevail. Thus, notwithstanding the receipt by Sara Lee of the IRS Ruling and an opinion of counsel, the IRS could assert that the distribution should be treated as a taxable transaction in whole or in part, if, among other things, it determines that any of the representations, assumptions or undertakings that were included in the request for the IRS Ruling is untrue or has not been complied with or if it disagrees with the conclusions in the opinion that are not covered by the IRS Ruling. If the IRS were to prevail in such challenge, the tax consequences to Sara Lee or the Sara Lee shareholders could be material. Neither CoffeeCo nor Sara Lee is aware of any facts or circumstances that would cause any such factual statements or representations in the IRS Ruling or the tax opinion to be incomplete or untrue or cause the facts on which the IRS Ruling is based, or the tax opinion will be based, to be materially different from the facts at the time of the distribution.

If the distribution does not qualify under Sections 355, 368(a)(1)(D) or 361 of the Code in whole or in part, Sara Lee would recognize a substantial gain for U.S. federal income tax purposes and the Sara Lee shareholders would recognize substantial taxable income. Generally, if the distribution fails to qualify under Sections 355, 368(a)(1)(D) or 361 of the Code, it would be treated as a taxable distribution to Sara Lee shareholders in an amount equal to the fair market value of CoffeeCo common stock distributed, taxable as a dividend to the extent of Sara Lee’s earnings and profits. Any amount in excess of Sara Lee’s earnings and profits would be treated first as non-taxable dollar-for-dollar reduction in the shareholder’s basis in its Sara Lee stock, and thereafter as capital gain from the sale or exchange of such shareholder’s Sara Lee stock. In addition, Sara Lee would recognize taxable gain in an amount equal to the excess of the fair market value of the shares of common stock of CoffeeCo held by Sara Lee immediately prior to the distribution over Sara Lee’s tax basis in such shares. In addition, Sara Lee could incur material tax liability to the extent the IRS determined that certain internal restructuring related to the distribution, including the debt exchange, did not qualify for tax-free treatment under Sections 355, 368(a)(1)(D) and 361 of the Code. See The Separation—Material U.S. Federal Income Tax Consequences of the Distribution, the CoffeeCo Special Dividend and the Merger—The Distribution, which begins on page 48, for more information regarding the tax consequences of the distribution.

Even if the distribution were otherwise to qualify under Sections 355, 368(a)(1)(D) and 361 of the Code, it may be taxable to Sara Lee (but not to Sara Lee’s shareholders) under Section 355(e) of the Code, if the distribution were later deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, stock representing a 50% or greater interest in Sara Lee or CoffeeCo. For this purpose, any acquisitions of Sara Lee stock, CoffeeCo common stock, or DutchCo common stock within the period beginning two years before the distribution and ending two years after the distribution are presumed to be part of such a plan, although CoffeeCo or Sara Lee may be able to rebut that presumption. For this purpose, the acquisitions of CoffeeCo common stock by DutchCo and of DutchCo common stock by Sara Lee’s shareholders, in the merger should not be treated as acquisitions. See The Separation—Material U.S. Federal Income Tax Consequences of the Distribution and the Merger if the Distribution is Taxable, which begins on page 50, for more information regarding Section 355(e).

U.S. Holders of Sara Lee will be subject to U.S. federal income tax on any gain resulting from the merger without the corresponding receipt of cash.

As discussed above, the distribution generally should qualify under Sections 355, 368(a)(1)(D) and 361 of the Code. Further, the merger generally should qualify as a reorganization within the meaning of Section 368(a) of the Code. The merger is, however, expected to be taxable for U.S. Holders (as defined below in The Separation—Material U.S. Federal Income Tax Consequences of the Separation beginning on page 46) of Sara Lee because of the application of Section 367(a) of the Code to the exchange of CoffeeCo shares for DutchCo shares pursuant to the merger. Pursuant to special rules contained in Section 367(a) of the Code and the Treasury Regulations promulgated thereunder, U.S. Holders should recognize gain, if any, but not loss, on the exchange of CoffeeCo shares for DutchCo shares in an amount equal to the excess of the fair market value of the DutchCo shares received by the U.S. Holder pursuant to the merger over such Holder’s basis in the CoffeeCo shares exchanged therefor, as determined after the distribution. Generally, a U.S. Holder’s basis in CoffeeCo shares received in a tax-free distribution such as the distribution should be a pro rata portion of such U.S. Holder’s basis in its Sara Lee shares prior to the distribution, based upon the relative fair market value of Sara Lee and CoffeeCo shares immediately following the distribution (as described in more detail in The Separation—Material U.S. Federal Income Tax Consequences of the Distribution, the CoffeeCo Special Dividend and the Merger—The Distribution beginning on page 48). No cash will be distributed in the distribution or the merger, except for cash distributed to shareholders who would otherwise be entitled to fractional shares. As a result, U.S. Holders are likely to be subject to tax liability with respect to the merger without the corresponding receipt of cash. See The Separation—Material U.S. Federal Income Tax Consequences of the Distribution, the CoffeeCo Special Dividend and the Merger, which begins on page 47, for more information regarding the tax consequences of the distribution and the merger.

If the distribution does not qualify under Sections 355, 368(a)(1)(D), and 361 of the Code, tax could be imposed on Sara Lee and Sara Lee shareholders; CoffeeCo may be required to indemnify Sara Lee for the tax, and CoffeeCo’s potential indemnification liabilities to Sara Lee could materially and adversely affect DutchCo’s business, financial condition, results of operations and liquidity.

As described above, if the IRS were to successfully assert that the distribution does not qualify under Sections 355, 368(a)(1)(D), and 361 of the Code, tax could be imposed on Sara Lee and Sara Lee shareholders. Although the taxes resulting from the distribution not qualifying under Sections 355, 368(a)(1)(D) and 361 of the Code generally would be imposed on Sara Lee shareholders and Sara Lee, under the tax sharing agreement, CoffeeCo would be required to indemnify Sara Lee and its affiliates against all tax-related liabilities caused by the failure of the distribution to so qualify (including as a result of Section 355(e) of the Code) to the extent these liabilities arise as a result of any action (or failure to act) of CoffeeCo or of its affiliates, including DutchCo, following the distribution or otherwise result from any breach of certain representations, covenants or obligations of CoffeeCo or any of its affiliates, including DutchCo, concerning a party’s plan or intention with respect to actions or operations after the distribution date. Further, under the tax sharing agreement, CoffeeCo would be required to indemnify Sara Lee and its affiliates against 50% of all tax-related liabilities caused by the failure of the distribution to qualify under Sections 355, 368(a)(1)(D) and 361 of the Code to the extent these liabilities (1) do not arise as a result of any action (or failure to act) of Sara Lee, CoffeeCo or any of their respective affiliates,

following the distribution and do not otherwise result from any breach of any representation, covenant or obligation of Sara Lee, CoffeeCo or any of their respective affiliates, or (2) arise due to an action (or failure to act), misrepresentation or omission of Sara Lee, CoffeeCo or their respective affiliates prior to the date of the distribution not concerning a party’s plan or intention with respect to actions or operations after the distribution date. See Related Party Transactions—Agreements with Sara Lee Corporation—Tax Sharing Agreement, which begins on page 117. CoffeeCo’s indemnification obligations to Sara Lee and its affiliates are not limited in amount or subject to any cap. It is expected that any amount of such taxes to Sara Lee would be substantial. If the above-mentioned tax-related risks materialize this could have a material adverse effect on our liquidity and financial position.

CoffeeCo and DutchCo will be subject to certain restrictions after the separation in order to preserve the tax-free treatment of the distribution, which may reduce DutchCo’s strategic and operating flexibility.

The covenants in, and CoffeeCo’s indemnity obligations under, the tax sharing agreement may limit the ability of CoffeeCo and DutchCo to pursue strategic transactions or engage in new business or other transactions that may maximize the value of its business. The covenants in, and CoffeeCo’s indemnity obligations under, the tax sharing agreement will also limit its ability to modify the terms of, pre-pay, or otherwise acquire any of the CoffeeCo debt securities.

CoffeeCo and DutchCo will agree not to enter into any transaction that could reasonably be expected to cause any portion of the distribution to be taxable to Sara Lee, including under Section 355(e) of the Code as mentioned above. CoffeeCo will also agree to indemnify Sara Lee for any tax liabilities resulting from any such transactions. The amount of any such indemnification could be substantial. Further, as it relates to Section 355(e) of the Code specifically, these covenants and indemnity obligations might discourage, delay or prevent a change of control that DutchCo shareholders may consider favorable. For additional detail, see Related Party Transactions—Agreements with Sara Lee Corporation—Tax Sharing Agreement, which begins on page 117.

DutchCo’s ability to repurchase its shares will be limited following the separation.

In connection with both the IRS Ruling and the tax opinion, we represented and will represent that we had no plan or intention to redeem, repurchase or otherwise acquire more than 20% of our outstanding stock. The covenants in, and CoffeeCo’s indemnity obligations under, the tax sharing agreement will limit our ability to redeem, repurchase or otherwise acquire more than 20% of our outstanding stock as part of a plan that includes the distribution.

CoffeeCo will be subject to continuing contingent liabilities of Sara Lee following the separation.

After the separation, there will be several significant areas where the liabilities of Sara Lee may become CoffeeCo’s obligations. For example, under the Code and the related rules and applicable Treasury Regulations, each corporation that was a member of the Sara Lee consolidated tax reporting group during any taxable period or portion of any taxable period ending on or before the effective time of the distribution is severally liable for the U.S. federal income tax liability of the entire Sara Lee consolidated tax reporting group for that taxable period. In connection with the separation, CoffeeCo has entered into a tax sharing agreement with Sara Lee that allocates the responsibility for prior period taxes of the Sara Lee consolidated tax reporting group between CoffeeCo and Sara Lee. See Related Party Transactions—Agreements with Sara Lee Corporation—Tax Sharing Agreement, which begins on page 117. If Sara Lee is unable to pay any prior period taxes for which it is responsible, CoffeeCo could be required to pay the entire amount of such taxes. Other provisions of federal law establish similar liability for other matters, including laws governing tax-qualified pension plans as well as other contingent liabilities. If CoffeeCo is subject to any such liabilities, that may have a material adverse effect on DutchCo’s business, financial condition, results of operations and liquidity.

DutchCo may be treated as a U.S. corporation for U.S. federal income tax purposes following the merger.

For U.S. federal income tax purposes, a corporation generally is considered tax resident in the place of its incorporation. Because DutchCo is incorporated under Dutch law, it should be deemed a Dutch corporation under this general rule. However, Section 7874 of the Code generally provides that a corporation incorporated outside the United States that acquires substantially all of the assets of a corporation incorporated in the United States will be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes if shareholders of the acquired U.S. corporation own at least 80 percent (of either the voting power or the value) of the stock of the acquiring foreign corporation group after the acquisition and the acquiring foreign corporation’s “expanded affiliated group” does not have “substantial business activities” in the country in which the acquiring foreign corporation is organized. Pursuant to the merger, DutchCo will acquire all of CoffeeCo’s assets, and CoffeeCo shareholders will hold 100 percent of DutchCo by virtue of their stock ownership of CoffeeCo. As a result, following the merger, DutchCo will be treated as a foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code provided that the DutchCo group has substantial business activities in the Netherlands. There is no specific guidance as to what constitutes “substantial business activities.” Therefore, it is possible that the IRS would interpret Section 7874 of the Code to treat DutchCo as a U.S. corporation after the merger. Moreover, the U.S. Congress or the IRS and Treasury Department may enact new statutory or regulatory provisions that could adversely affect DutchCo’s status as a foreign corporation. Retroactive statutory or regulatory actions have occurred in the past, and there can be no assurance that any such provisions, if enacted or promulgated, would not have retroactive application to DutchCo.

If it were determined that DutchCo is properly treated as a U.S. corporation for U.S. federal income tax purposes, DutchCo could be liable for substantial additional U.S. federal income tax. For Dutch corporate income tax and dividend withholding tax purposes, DutchCo will, regardless of any application of Section 7874 of the Code, be treated as a Dutch resident company since DutchCo is incorporated under Dutch law. The Tax Convention concluded between the Netherlands and the United States will not fully limit the ability of the Netherlands to levy such taxes. Consequently, DutchCo might be liable for both Dutch and U.S. taxes, which would have a material adverse effect on our financial condition and results of operations. Further, DutchCo shareholders might face both Dutch and U.S. dividend withholding taxes. See The Separation—Material U.S. Federal Income Tax Consequences Relating to Section 7874 of the Code, which begins on page 52.

Our ability to utilize certain non-U.S. tax attributes after the separation is uncertain.

We could lose certain non-U.S. tax attributes, or our ability to utilize such attributes may be limited, after the separation if the separation is viewed as a “change of control” under the laws of certain of the jurisdictions in which we have non-U.S. tax attributes. Any such limitations or loss of attributes could have an adverse impact on our financial condition or results of operations.

We may be subject to U.S. and non-U.S. tax risks after the separation as a result of post-separation restructuring.

DutchCo and CoffeeCo will undertake certain internal restructuring and financing transactions after the separation, which could result in the imposition of U.S. and non-U.S. taxes. Sara Lee will receive an opinion of Skadden, Arps, Slate, Meagher & Flom LLP to the effect that these transactions should not result in material U.S. federal income tax. The opinion will not be binding on the IRS or the courts. If the IRS were to successfully challenge the conclusions stated in the opinion, CoffeeCo could be subject to a material U.S. federal income tax liability, and CoffeeCo may be subject to a higher effective tax rate on a going forward basis. Furthermore Sara Lee expects to obtain advance clearance on certain elements of the post-separation restructuring from non-U.S. local tax authorities. Nevertheless, such local tax authorities could successfully challenge (part of) the restructuring, since not all countries and/or elements are covered by these advance agreements.

Recently proposed legislation, if enacted without applicable transitional relief or with retroactive effect, could impair our ability to undertake the debt exchange.

Legislation was recently proposed in the U.S. Senate, which, if enacted, would substantially limit the ability of a distributing company to undertake a tax-free debt exchange in connection with a transaction such as the distribution. Because of the transition rules included therein, the current version of the legislation would not apply to the debt exchange Sara Lee and CoffeeCo expect to undertake in connection with the distribution, however, it cannot be predicted whether this legislation will be enacted, and, if enacted, in what form. It is possible that the proposed legislation could be enacted in a form that would adversely impact Sara Lee’s ability to undertake the debt exchange in a tax-free manner or with retroactive effect after the date of the distribution, either of which could result in substantial tax liability for Sara Lee or require Sara Lee, CoffeeCo and DutchCo to revise the terms of the separation transactions.

There is currently no public market for our ordinary shares. It is anticipated that shortly prior to the record date, trading of our ordinary shares will begin on an as-if-and-when-issued basis and will continue until such time as regular way trading of DutchCo shares commences on Euronext Amsterdam. However, we cannot assure you that an active trading market will develop or be sustained for our ordinary shares on an as-if-and-when-issued basis or after the separation, nor can we predict the prices at which our ordinary shares will trade on an as-if-and-when-issued basis or after the separation. In addition, whether you will be allowed to participate in trading on an as-if-and-when-issued basis is dependent on the policies of, and arrangements with, your custody bank. Therefore, not all investors will be eligible to trade our ordinary shares on an as-if-and-when-issued basis. The market price of our ordinary shares could fluctuate significantly due to a number of factors, many of which are beyond our control, including:

Substantial sales of our ordinary shares may occur in connection with the separation, which could cause our share price to decline, and our ordinary shares will only be transferable on Euronext Amsterdam if held in a securities account through Euroclear Nederland.

Our ordinary shares issuable to Sara Lee shareholders in connection with the separation generally may be sold immediately in the public market. Although we have no actual knowledge of any plan or intention on the part of any 5% or greater shareholder to sell our ordinary shares following the separation, it is possible that some Sara Lee shareholders, including possibly some of Sara Lee’s large shareholders and index fund investors, will sell Sara Lee’s common stock or our ordinary shares received in connection with the separation for various reasons. For example, our business profile or market capitalization as an independent company may not fit such investors’ investment objectives, we will not be listed on a U.S. stock exchange and we will not have significant U.S. operations. The sales of significant amounts of our ordinary shares or the perception in the market that this will occur may result in the lowering of the price of our ordinary shares.

Beginning on the first trading day after the distribution date, DutchCo ordinary shares will be listed only on Euronext Amsterdam. DutchCo ordinary shares will be ineligible for sale unless they are held in a securities account through Euroclear Nederland. To facilitate the transfer of their DutchCo ordinary shares into such a Euroclear Nederland-eligible account, shareholders who hold shares directly in the register maintained by the exchange agent must have their DutchCo ordinary shares credited to such a securities account by delivering or arranging for delivery of an instruction form to the exchange agent. Shareholders for whom a broker, bank or nominee has been registered as the owner of DutchCo ordinary shares on the register maintained by the exchange agent must have this broker, bank or other nominee deliver an instruction form duly executed by the broker, bank or other nominee.

As with any publicly traded company, your percentage ownership in our company may be diluted if we issue ordinary shares in connection with acquisitions or other strategic transactions. Your percentage ownership may also be diluted by equity awards that we expect will be granted to our directors, officers and employees. For a description of our stock incentive plan arrangements and the adjustments being made to outstanding Sara Lee equity awards held by individuals who will become our directors, officers or employees, see The Separation—Treatment of Equity-Based Compensation, which begins on page 44.

We cannot assure you that we will pay dividends on our ordinary shares, and our indebtedness or our financial condition could limit our ability to pay dividends on our ordinary shares.

Our general dividend policy will be determined, on proposal of the board of directors, by our general meeting of shareholders. Within the general dividend policy, our board of directors will determine to what extent profits will be retained by way of a reserve. In making this determination, the board will consider our ability to declare and pay dividends in light of our future operations and earnings, capital expenditure requirements, general financial conditions, legal and contractual restrictions and other factors that it may deem relevant. There can be no assurance that we will pay a dividend in the future or continue to pay any dividend if we do commence the payment of dividends. There can also be no assurance that the combined annual dividends on Sara Lee common stock, if any, and our ordinary shares after the separation, if any, will be equal to the annual dividends on Sara Lee common stock prior to the separation. In addition, under Dutch law, we may only pay dividends if our equity exceeds the sum of paid-in and called-up share capital plus the reserves as required to be maintained by Dutch law or by our articles of association, which we refer to as our Articles.

Additionally, indebtedness that we expect to incur in connection with the debt exchange could have important consequences for holders of our ordinary shares. If we cannot generate sufficient cash flow from operations to meet our debt payment obligations, then our ability to pay dividends, if so determined by the board of directors, will be impaired and we may be required to attempt to restructure or refinance our debt, raise additional capital or take other actions such as selling assets or reducing or delaying capital expenditures. There can be no assurance, however, that any such actions could be effected on satisfactory terms, if at all, or would be permitted by the terms of our new debt or our other credit and contractual arrangements, including the tax sharing agreement.

Any dividend payments on our ordinary shares would be declared in euro, and any shareholder whose principal currency is not the euro would be subject to exchange rate fluctuations.

The ordinary shares are, and any dividends or distributions from the dividend reserve allocated to the ordinary shares to be declared in respect of them, if any, will be, denominated in euro. Shareholders whose principal currency is not the euro will be exposed to foreign currency exchange rate risk. Any depreciation of the euro in relation to such foreign currency will reduce the value of such shareholders’ ordinary shares and any appreciation of the euro will increase the value in foreign currency terms. In addition, we will not offer our shareholders the option to elect to receive dividends, if any, in U.S. dollars. Consequently, our shareholders may be required to arrange their own foreign currency exchange, either through a brokerage house or otherwise, which could incur additional commissions or expenses.

We are subject to Dutch law and the rights of our ordinary shareholders may be different from those rights associated with companies governed by other laws.

As a result of being organized under the laws of the Netherlands, our corporate structure as well as the rights and obligations of our ordinary shareholders may be different from the rights and obligations of shareholders in companies incorporated in other jurisdictions. Resolutions of the general meeting of shareholders may be taken with majorities different from the majorities required for adoption of equivalent resolutions in, for example, Maryland corporations.

Although shareholders will have the right to approve legal mergers or demergers, Dutch law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a legal merger or demerger of a company. In addition, if a third-party is liable to a Dutch company, under Dutch law shareholders generally do not have the right to bring an action on behalf of the company or to bring an action on their own behalf to recover damages sustained as a result of a decrease in value, or loss of an increase in value, of their ordinary shares. Only in the event that the cause of liability of such third-party to the company also constitutes a tortious act directly against such shareholder and the damages sustained are permanent, may that shareholder have an individual right of action against such third-party on its own behalf to recover damages. The Dutch Civil Code provides for the possibility to initiate such actions collectively. A foundation or an association whose objective, as stated in its articles of association, is to protect the rights of persons having similar interests may institute a collective action. The collective action cannot result in an order for payment of monetary damages but may result in a declaratory judgment (verklaring voor recht), for example declaring that a party has acted wrongfully or has breached a fiduciary duty. The foundation or association and the defendant are permitted to reach (often on the basis of such declaratory judgment) a settlement which provides for monetary compensation for damages. A designated Dutch court may declare the settlement agreement binding upon all the injured parties with an opt-out choice for an individual injured party. An individual injured party, within the period set by the court, may also individually institute a civil claim for damages if such injured party is not bound by a collective agreement.

The provisions of Dutch corporate law have the effect of concentrating control over certain corporate decisions and transactions in the hands of our board of directors. As a result, holders of our shares may have more difficulty in protecting their interests in the face of actions by members of the board of directors than if we were incorporated in the United States.

In the performance of its duties, our board of directors will be required by Dutch law to consider the interests of our company, our shareholders, our employees and other stakeholders in all cases with reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, interests of our shareholders.

In addition, Dutch law provides certain obligations on companies that are domiciled in the Netherlands and whose shares are admitted to trading on a “regulated market,” as well as on certain shareholders of such companies. Euronext Amsterdam qualifies as a regulated market and these laws will apply to us and certain of

our shareholders. Among other things, these laws may require shareholders to notify the AFM of their holding of ordinary shares and changes to their holding if they increase or decrease their shareholding over or below 5% (a legislative proposal is expected to be adopted, which would introduce an initial threshold of 3%), 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95% of our ordinary shares and may require certain shareholders that acquire 30% or more of the voting rights attached to our ordinary shares, subject to certain exceptions, acting alone or in concert with others, to make a public offer for all of our ordinary shares. See Description of Capital Stock—Comparison of Dutch Corporate Law and our Articles and U.S. Corporate Law, which begins on page 129.

As a foreign private issuer, we are not required to, and may not, provide you with the same information as an issuer organized in the United States.

Because we qualify as a foreign private issuer under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, we are exempt from certain provisions of the securities laws in the United States that are applicable to U.S. issuers, including:

As long as we are subject to the reporting requirements of the Exchange Act, we will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. Our first fiscal year runs until June 30, 2012. After the first year, we expect that our fiscal year will coincide with the calendar year through a change of the fiscal year end to December 31. In addition, we intend to publish our sales performance for the first and third quarters of each year, and our results of operations for the first six months of each year and for each full year, as press releases. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC may be less extensive and less timely compared to that required to be filed with the SEC by U.S. issuers.

You may be unable to enforce judgments obtained against us in U.S. courts.

We are incorporated under the laws of the Netherlands, and all or a substantial portion of our assets are located outside of the United States and certain of our directors and officers and certain other persons named in this prospectus are, and will continue to be, non-residents of the United States. As a result, although we have appointed an agent for service of process in the United States, it may be difficult or impossible for United States investors to effect service of process within the United States upon us or our non-U.S. resident directors and officers or certain other persons named in this prospectus or to enforce in the United States any judgment against us or them including for civil liabilities under the United States securities laws. A judgment obtained in the United States federal or state court against us or them may need to be enforced in the courts of the Netherlands, or such other foreign country as may have jurisdiction against us or them (or our/their assets). In the case of the Netherlands, because there is no treaty on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the Netherlands, courts in the Netherlands will not necessarily recognize and enforce a final judgment rendered by a United States federal or state court, and in any case will not automatically do so. For a United States judgment to be recognized and enforceable in the Netherlands, a judgment creditor must bring proceedings before a Dutch court of competent jurisdiction and seek a Dutch judgment recognizing and enforcing the liability of the relevant defendant/judgment debtor. Nevertheless, based on the current practice of the Dutch courts, it appears that a final money judgment rendered by a United States

federal or state court after a substantive review of the merits (i.e., not by mere “default judgment”) will be entitled to recognition by a Dutch court upon a showing that: (A) the final judgment resulted from legal proceedings compatible with Dutch notions of due process, (B) the final judgment did not contravene any public policy of the Netherlands and (C) the United States federal or state court exercised personal jurisdiction over the relevant defendant/judgment debtor based on grounds that were internationally acceptable. Investors should not assume, however, that the courts of the Netherlands, or any other foreign jurisdiction, would enforce judgments of United States courts obtained against us or our directors and officers (or other persons named in this prospectus) predicated solely upon the civil liability provisions of the United States securities laws or that such foreign courts would enforce, in original actions, liabilities against us or them predicated solely upon such laws. See Enforceability of Civil Liabilities on page 148.

This prospectus includes forward-looking statements. All statements other than statements of historical fact included in this prospectus regarding our business, financial condition, results of operations and certain of our plans, objectives, assumptions, projections, expectations or beliefs with respect to these items and statements regarding other future events or prospects, are forward-looking statements. These statements include, without limitation, those concerning: the anticipated costs and benefits of restructuring actions taken to prepare for the separation; our ability to complete the separation; the timetable for completion of the separation; the expected benefits of the separation; CoffeeCo’s ability to declare and pay the CoffeeCo Special Dividend; our access to credit markets; and the funding of pension plans. These statements may be preceded by terms such as “expects,” “anticipates,” “projects” or “believes.” In addition, this prospectus includes forward-looking statements relating to our potential exposure to various types of market risks, such as commodity price risks, foreign exchange rate risks, interest rate risks and other risks related to financial assets and liabilities. We have based these forward-looking statements on our management’s current view with respect to future events and financial performance. These forward-looking statements are based on currently available competitive, financial and economic data, as well as management’s views and assumptions regarding future events, and are inherently uncertain. Although we believe that the estimates reflected in the forward-looking statements are reasonable, such estimates may prove to be incorrect. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things, those listed in the section entitled “Risk Factors.”

We urge you to read the sections of this prospectus entitled “Risk Factors,” “Operating and Financial Review,” “Industry Overview” and “Business” for a discussion of the factors that could affect our future performance and the industry in which we operate. Additionally, new risk factors can emerge from time to time, and it is not possible for us to predict all such risk factors. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.

All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus. We undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus.

In this prospectus, we make certain statements regarding our competitive and market position. We believe these statements to be true based on market data, industry statistics and publicly available information. Information regarding markets, market size, market share, market position, growth rates and other industry data pertaining to our business contained in this prospectus consists of estimates based on data and reports compiled by professional organizations and analysts, on data from other external sources, and on our knowledge of our sales and markets. The information in this prospectus that has been sourced from independent sources has been accurately reproduced and, as far as we are aware and able to ascertain from the information published by that independent source, no facts have been omitted that would render the reproduced information inaccurate or misleading. We have not independently verified these data or determined the reasonableness of the assumptions used by their compilers, nor have data from independent sources been audited in any manner. In many cases, including with respect to information regarding our competitive position in the Out of Home market, there is no readily available external information (whether from trade associations, government bodies or other organizations) to validate market-related analyses and estimates, requiring us to rely on internally developed estimates, which have not been verified by any independent sources. All of the assumptions, estimates and expectations underlying our statements have been based on careful analysis and are our reasonable beliefs.

On , 2012, Sara Lee announced that its Board of Directors had approved the distribution and the merger. On the distribution date, after the distribution and the merger, holders of Sara Lee common stock will receive ordinary shares of DutchCo in respect of each share of Sara Lee common stock held at the close of business on the record date in exchange for shares of CoffeeCo common stock held for their benefit by the exchange agent after the distribution. Shareholders who are entitled to receive ordinary shares of DutchCo in connection with the separation will not be required to pay any cash or deliver any other consideration, including any shares of Sara Lee common stock, to receive ordinary shares of DutchCo.

The separation and related transactions are subject to the satisfaction or waiver of certain conditions. We cannot provide any assurances that the separation will be completed. For a more detailed description of these conditions, see Conditions to the Separation beginning on page 43 of this prospectus.

Sara Lee has informed us that it regularly reviews the businesses that comprise Sara Lee to ensure that Sara Lee’s resources are being put to use in a manner that is in the long-term interests of Sara Lee and its shareholders. Sara Lee has informed us that it reviewed various strategic alternatives and determined that the formation of two pure-play businesses offers the best potential for long-term shareholder and corporate value.

Additionally, we believe, and Sara Lee has informed us that it believes, that, as a pure-play company following the separation, DutchCo will be well positioned to deliver shareholder and corporate value for the following reasons:

In determining whether to effect the separation, Sara Lee has informed us that it also considered the costs and risks associated with the transaction. Notwithstanding these costs and risks, Sara Lee has informed us that it determined that, for the reasons stated above, the separation provides the separated companies with certain opportunities and benefits that it expects will enhance its shareholder and corporate value.

will serve as transfer agent and registrar in the Netherlands for the DutchCo ordinary shares, and Computershare will serve as distribution agent in connection with the distribution, as exchange agent in connection with the merger and as transfer agent in the United States for the DutchCo ordinary shares. On the distribution date, Sara Lee will distribute to the exchange agent, on behalf of Sara Lee’s shareholders as of the record date, all of the outstanding shares of common stock of CoffeeCo. Upon consummation of the merger, CoffeeCo will become a subsidiary of DutchCo and each share of CoffeeCo common stock held by the exchange agent on behalf of Sara Lee’s shareholders will be converted into ordinary shares of DutchCo by means of a contribution in kind of CoffeeCo common stock to DutchCo against issue of ordinary shares of DutchCo.

Prior to the distribution, we expect that our general meeting of shareholders (consisting at that time of a subsidiary of Sara Lee) will resolve to issue the ordinary shares of DutchCo, to exclude the pre-emptive rights its shareholders may have in connection with such issue and to approve the acceptance of the contribution in kind. The DutchCo ordinary shares will be distributed by the exchange agent to Sara Lee’s shareholders in exchange for their shares of CoffeeCo common stock. If you are entitled to receive ordinary shares of DutchCo in connection with the separation, the ordinary shares will be issued to your account as follows:

Registered shareholders. If you own your shares of Sara Lee common stock directly, either through an account with Sara Lee’s transfer agent or if you hold paper stock certificates, you will receive your ordinary shares of DutchCo by way of direct registration in book-entry form. Registration in book-entry form refers to a method of recording share ownership where no physical share certificates are issued to shareholders, as is the case in the distribution and merger. DutchCo ordinary shares can only be sold on Euronext Amsterdam if they are held in a securities account through Euroclear Nederland. To facilitate the transfer of their DutchCo ordinary shares into such a Euroclear Nederland-eligible account, shareholders who hold shares directly in the Sara Lee share register must have their DutchCo ordinary shares credited to such a securities account by delivering or arranging for delivery of an instruction form to the exchange agent. Registered shareholders that do not return a completed instruction form will have their shares entered into the DutchCo shareholder register maintained on behalf of the company by the exchange agent. The exchange agent may, 90 or more days after the effectiveness of the registration statement of which this prospectus forms a part, provide a facility pursuant to which shareholders may sell their DutchCo ordinary shares on Euronext Amsterdam through . For more information, please contact the exchange agent.

“Street name” or beneficial shareholders. Most Sara Lee shareholders hold their shares of Sara Lee common stock beneficially through a DTC-participating broker, bank or other nominee. In such cases, the broker, bank or other nominee is said to hold the stock in “street name,” and ownership is recorded on the books of the bank, broker or other nominee. If you hold your Sara Lee common stock through a bank, broker or other nominee, the exchange agent will distribute your DutchCo ordinary shares to your bank, broker or other nominee by crediting such shares to a book-entry securities account specified by your broker, bank or other nominee. Holders of Sara Lee common stock that hold their shares through a broker, bank or other nominee that has not provided an instruction form will hold their DutchCo ordinary shares through the same broker, bank or nominee, and such broker, bank or nominee will be entered on their behalf into the shareholder register maintained by the exchange agent. DutchCo ordinary shares can only be sold on Euronext Amsterdam if they are held in a securities account through Euroclear Nederland. To facilitate the transfer of their DutchCo ordinary shares into such a Euroclear Nederland-eligible account, shareholders for whom a broker, bank or other nominee has been registered as the owner of DutchCo ordinary shares on the register maintained by the exchange agent must instruct this broker, bank or other nominee to deliver an instruction form duly executed by the broker, bank or other nominee. If you have any questions concerning the mechanics of having shares of common stock held in “street name,” we encourage you to contact your broker, bank or other nominee.

Except as described above with respect to registered holders and holders for whom a broker, bank or nominee has been registered as the owner, holders of Sara Lee common stock are not being asked to take any action in connection with the separation. No shareholder approval of the distribution or the merger is required or is being sought. We are not asking you for a proxy, and we request that you not send us a proxy. You are also not being asked to surrender any of your shares of Sara Lee common stock for ordinary shares of DutchCo. The number of outstanding shares of Sara Lee common stock will not change as a result of the distribution. We will not charge any expenses to shareholders of Sara Lee in connection with the distribution. The exchange agent will deduct on a pro rata basis expenses and brokerage fees for selling ordinary shares of DutchCo in connection with the payment of cash to shareholders who would otherwise be entitled to receive fractional shares.

We may adjust the dates, times and periods given throughout this prospectus. If we decide to adjust the dates, times or periods, we will notify the AFM and issue a press release and, if required, place an advertisement

in a Dutch national daily newspaper. Any other material alterations will be published in a press release on our website and, if required, in a supplement to this prospectus.

Ordinary shares. On the distribution date, upon consummation of the merger, ordinary shares of DutchCo will be distributed in respect of each share of Sara Lee common stock outstanding as of the record date.

Fractional shares. The exchange agent will not distribute any fractional DutchCo ordinary shares in connection with the merger. Because we will not be distributing fractional shares, the exchange agent will aggregate the amount of fractional shares that would otherwise have been distributed into whole shares of DutchCo. will sell such shares into the open market within ten business days after the distribution date at prevailing share prices and distribute the cash proceeds in U.S. dollars, net of brokerage fees and other costs, from the sale to the exchange agent. The exchange agent will distribute such net proceeds pro rata to each holder who would otherwise have been entitled to receive a fractional share of DutchCo as a result of the merger. For Sara Lee common stock held through a broker, bank or other nominee, aggregation will occur at the level of such broker, bank or nominee and not at the level of the beneficial owner. In the case of Sara Lee common stock held beneficially through a chain of intermediaries, treatment of fractional shares will depend on applicable contractual arrangements and market practices. Recipients of cash who would otherwise have been entitled to fractional shares will not be entitled to any interest on such amounts. The receipt of cash by shareholders who would otherwise have been entitled to fractional shares generally should be taxable to the recipient shareholders as described in Material U.S. Federal Income Tax Consequences of the Separation beginning on page 46 of this prospectus.

The ordinary shares of DutchCo distributed to Sara Lee shareholders will be freely transferable, except for shares received by persons who may be deemed to be our “affiliates” under the Securities Act of 1933, as amended, which we refer to as the Securities Act. Persons who may be deemed to be our affiliates after the separation generally include individuals or entities that control, are controlled by or are under common control with us and may include directors and certain officers or principal shareholders of DutchCo. Our affiliates will be permitted to sell their ordinary shares of DutchCo only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemptions afforded by Rule 144 or Regulation S.

Registered shareholders that do not provide an instruction form, or beneficial shareholders on whose behalf a broker, bank or nominee does not return an instruction form, will have their shares entered into the DutchCo shareholder register maintained by the exchange agent. Beginning on the first trading day after the distribution date, DutchCo ordinary shares will be listed only on Euronext Amsterdam. DutchCo ordinary shares will be ineligible for sale unless they are held in a securities account through Euroclear Nederland. To facilitate the transfer of their DutchCo ordinary shares into such a Euroclear Nederland-eligible account, shareholders who hold shares directly in the register maintained by the exchange agent must have their DutchCo ordinary shares credited to such a securities account by delivering or arranging for delivery of an instruction form to the exchange agent. Shareholders for whom a broker, bank or nominee has been registered as the owner of DutchCo ordinary shares on the register maintained by the exchange agent must instruct this broker, bank or other nominee to deliver an instruction form duly executed by the broker, bank or other nominee. For more information, see When and How You Will Receive DutchCo Ordinary Shares, which begins on page 38.

The exchange agent may, 90 or more days after the effectiveness of the registration statement of which this prospectus forms a part, provide a facility pursuant to which shareholders may sell their DutchCo ordinary shares on Euronext Amsterdam through the exchange agent. For more information, please contact the exchange agent.

There is currently no public market for our ordinary shares. A condition to the separation is the listing of our ordinary shares on Euronext Amsterdam. We will apply to list our ordinary shares on Euronext Amsterdam and expect to list under the ticker symbol “ .” Our ordinary shares will be priced in euro. The ISIN code will be and the common code will be . The transfer of ordinary shares will take place through the book-entry system of Euroclear Nederland. will act as our listing agent.

Beginning shortly before the record date and continuing until such time as regular way trading of DutchCo shares commences on Euronext Amsterdam, we expect that there will be an as-if-and-when-issued market in our ordinary shares. As-if-and-when-issued trading refers to a sale or purchase that is made conditionally because the security has been authorized but not yet issued or delivered. The as-if-and-when-issued trading market will be a market for ordinary shares of DutchCo that will be distributed to Sara Lee shareholders on the distribution date. If you own shares of Sara Lee common stock as of the record date, you will be entitled to our ordinary shares distributed pursuant to the merger and the CoffeeCo Special Dividend. Subject to certain limitations described below, you may trade this entitlement to ordinary shares of DutchCo, without trading the shares of Sara Lee common stock you own, on the as-if-and-when-issued market. “Regular way” trading refers to trading after a security has been issued and delivered, and typically involves a transaction that settles on the third full business day following the date of the transaction.

After the close of business at Euronext Amsterdam on , 2012, the reference price of the ordinary shares will be determined. We expect trading of our ordinary shares on an as-if-and-when-issued basis on Euronext Amsterdam to commence at or about 9:00 CET on or about , 2012. Whether you will be allowed to participate in trading on an as-if-and-when-issued basis is dependent on the policies of, and arrangements with, your custody bank. Therefore, not all investors will be eligible to trade our ordinary shares on an as-if-and-when-issued basis.

All dealings in ordinary shares prior to the listing are at the sole risk of the parties concerned. We, Euronext Amsterdam and our listing agent do not accept any responsibility or liability with respect to any person as a result of the withdrawal of the listing or the related annulment of any transaction in our ordinary shares on Euronext Amsterdam.

On , 2012, the merger is expected to take place. On , 2012 the distribution is expected to take place. As a result of the separation, we expect to have approximately ordinary shares outstanding.

Initial settlement of trades on an as-if-and-when-issued basis is expected to take place on , 2012 before the opening of business at Euronext Amsterdam. We expect that this would also be the first day of irrevocable trading of our ordinary shares.

We were incorporated on February 27, 2012 as a private company with limited liability. Prior to the completion of the separation, our shareholder intends to change our name and convert into a public company with limited liability incorporated under the laws of the Netherlands. In connection with the separation, on , 2012, the distribution date, we will become an independent, publicly traded company that will hold, through our subsidiaries, the assets and liabilities associated with Sara Lee’s international coffee and tea businesses and certain liabilities allocated to us in the master separation agreement, relating to certain former businesses of Sara Lee, including the divestitures of its former household and body care and international bakery businesses, that are unrelated to the coffee and tea business.

DutchCo’s operations will be conducted primarily through subsidiaries incorporated outside the United States. CoffeeCo will be a subsidiary of DutchCo. Together, DutchCo and CoffeeCo will hold, through their

subsidiaries, all of the assets and liabilities of Sara Lee’s international coffee and tea business, and will manage our Retail—Western Europe, Retail—Rest of World and Out of Home segments. DutchCo will be headquartered in the Netherlands.

After the separation we will be an independent, publicly traded company. Immediately following the distribution and merger, we expect to have approximately ordinary shares of DutchCo outstanding, held by approximately shareholders of record, based on the shares of Sara Lee common stock outstanding and the number of registered shareholders of Sara Lee on , 2012. The actual number of shares to be distributed will be determined on the record date and will reflect any exercise of Sara Lee options and the vesting of other Sara Lee equity awards at any time prior to the record date.

We will enter into a master separation agreement and several other agreements with Sara Lee to effect the separation and provide a framework for our relationship with Sara Lee after the separation. Shortly before the distribution, we and Sara Lee will also enter into a transition services agreement, an employee matters agreement, a tax sharing agreement, an intellectual property separation agreement and certain other agreements. We cannot assure you that these agreements are or will be on terms as favorable to us or to Sara Lee as agreements with unaffiliated third parties. For more information, see the section entitled Related Party Transactions—Agreements with Sara Lee Corporation, beginning on page 115 of this prospectus.

The distribution will not affect the number of outstanding shares of Sara Lee common stock or any rights of holders of Sara Lee common stock.

We expect that, prior to the distribution, Sara Lee will issue approximately $650 million principal amount of notes, which we refer to as the new Sara Lee notes. In connection with the contribution of Sara Lee’s international coffee and tea business to CoffeeCo, Sara Lee will receive approximately $2.1 billion principal amount of CoffeeCo debt securities. In connection with the distribution and in accordance with the terms of the new Sara Lee notes, Sara Lee will satisfy its obligations under the new Sara Lee notes by transferring a portion of such CoffeeCo debt securities to the holders of the new Sara Lee notes. Sara Lee will transfer the remaining CoffeeCo debt securities to certain subsidiaries of CoffeeCo in satisfaction of Sara Lee’s debt obligations to such subsidiaries of CoffeeCo. We refer to these transactions as the debt exchange.

Prior to the distribution, CoffeeCo intends to enter into an agreement with one or more third party lenders for approximately $1.8 billion of bridge financing. CoffeeCo will not receive any funds under the bridge financing until after the distribution, and funding under the bridge financing is expected to be conditioned upon the occurrence of the distribution. We expect that the bridge financing will be repaid shortly after the distribution of the CoffeeCo Special Dividend.

In connection with the separation, the company intends to enter into a revolving credit facility to provide available financing to the company in future periods.

As a consequence of various transactions, including those described above, between us and Sara Lee in connection with the separation, we estimate our borrowings will increase to € million at separation and our cash and cash equivalents will decrease to approximately € million. Assuming these amounts, we would have net debt (total borrowing less cash and cash equivalents) of approximately € million at separation.

In connection with the separation with Sara Lee, we will assume liabilities relating to certain divestitures of Sara Lee’s former businesses.

During the historical periods presented in the combined financial statements, Sara Lee legally held or managed certain businesses that have been sold or otherwise disposed, which we refer to as the divested businesses. The divested businesses consist of Sara Lee’s household and body care business and its international bakery business. These liabilities include certain legal claims and tax reserves and indemnifications, as well as pension obligations that did not transfer to the buyers of the divested businesses.

We are also responsible for and have managed certain liabilities associated with a branded apparel business that was disposed prior to fiscal 2009. These liabilities include pension, medical claims and environmental obligations. In addition, we will have certain other potential liabilities unrelated to the coffee and tea business. For further information, see Note 26 to the audited combined financial statements on page F-61.

We expect that the separation will be effective on the distribution date, provided that the following conditions have been satisfied or waived by Sara Lee:

The fulfillment of the foregoing conditions will not create any obligation on the part of Sara Lee to effect the separation and related transactions, and the board of directors of Sara Lee may terminate the master separation agreement and the separation and listing at any time prior to the distribution. Sara Lee may waive any of these conditions in its sole and absolute discretion.

The following discussion describes the expected treatment of Sara Lee equity awards held by employees who will be employed by CoffeeCo immediately following the distribution, and by DutchCo following the consummation of the merger, which we refer to as DutchCo Employees, and by non-employee directors who will serve on the board of directors of DutchCo following the consummation of the merger. The post-separation treatment of a person’s award will depend on the type of award. For purposes of this discussion, “Sara Lee Options” refers to options to purchase Sara Lee common stock, “Sara Lee RSUs” refers to Sara Lee restricted stock units and “Sara Lee PSUs” refers to Sara Lee performance share units. The treatment described below will become effective as of the distribution date.

Sara Lee Options, Sara Lee RSUs and Sara Lee PSUs outstanding immediately prior to the distribution date will be adjusted to account for the distribution and the CoffeeCo Special Dividend.

To reflect the adjustment for the distribution and the CoffeeCo Special Dividend, the number of shares subject to each Sara Lee Option after the distribution will be determined by multiplying the number of shares subject to the Sara Lee Option immediately prior to the distribution by the Conversion Ratio, and rounding down to the nearest whole share. The “Conversion Ratio” is a fraction, the numerator of which is the closing price of the Sara Lee shares trading the regular way on the New York Stock Exchange on the distribution date and the denominator of which is the opening price of the Sara Lee shares on the New York Stock Exchange on the first trading day following the distribution date. The per share exercise price applicable to Sara Lee Options following the distribution will be determined by dividing the exercise price applicable to such options immediately prior to the distribution by the Conversion Ratio, and rounding up to the nearest whole cent.

Sara Lee Options held immediately prior to the distribution by employees who will become DutchCo Employees on the consummation of the merger, as adjusted pursuant to the previous paragraph, will, at the election of each such employee, either (1) vest in full and remain exercisable until six months following the distribution or (2) continue to vest and remain exercisable according to the original terms of the option grant.

With respect to Sara Lee RSUs held by employees who will become DutchCo Employees on the consummation of the merger, the number of shares subject to each such Sara Lee RSU immediately following the distribution will be determined by multiplying the number of shares subject to the Sara Lee RSU immediately prior to the distribution by the Conversion Ratio, and rounding down to the nearest whole share.

Sara Lee RSUs held immediately prior to the distribution by employees who will become DutchCo Employees on the consummation of the merger, as adjusted pursuant to previous paragraph, will vest in full on the distribution date and such holders will receive shares of Sara Lee in settlement of such Sara Lee RSUs.

With respect to Sara Lee PSUs granted prior to November 4, 2011, and held by employees who will become DutchCo Employees on the consummation of the merger, the number of shares subject to such Sara Lee PSU immediately following the distribution will be determined by multiplying the number of shares subject to the Sara Lee PSU immediately prior to the distribution by the Conversion Ratio, and rounding down to the nearest whole share. These Sara Lee PSUs will vest on the distribution date as follows: (1) for any portion of the performance cycle applicable to a Sara Lee PSU that occurs prior to the distribution, the achievement of the performance goal or goals applicable to the Sara Lee PSU will be determined as of the distribution date based on actual performance results up to the distribution date, and (2) for any portion of the applicable performance cycle that has not yet occurred as of the distribution date, the achievement of the performance goal or goals applicable to the Sara Lee PSU will be determined as of the distribution date based on the target performance level, and such holders will receive shares of Sara Lee in settlement of such Sara Lee PSUs that become vested according to such formulation.

With respect to Sara Lee PSUs granted on or following November 4, 2011, and held immediately prior to the distribution by employees who will become DutchCo Employees on the consummation of the merger, such Sara Lee PSUs will become earned as follows, which we refer to as the Earned PSUs: (1) if the distribution occurs prior to the end of Sara Lee’s fiscal year 2012, the achievement of the performance goals will be determined as of the distribution date based on actual performance through the distribution date with respect to

the portion of the fiscal year 2012 that has occurred prior to the distribution date and based on target-level performance with respect to the portion of the fiscal year that has not yet occurred as of the distribution date and (2) if the distribution date occurs on or after the end of Sara Lee’s fiscal year, the achievement of the performance goals will be determined based on actual performance for fiscal year 2012.

On the distribution date, upon consummation of the merger, the Earned PSUs will be assumed by DutchCo and converted into a number of PSUs denominated in ordinary shares of DutchCo, the number of which will be determined by multiplying the number of shares of Sara Lee subject to the Sara Lee PSU immediately prior to the distribution by a fraction, the numerator of which will be the closing price of the Sara Lee shares trading the regular way on the New York Stock Exchange on the distribution date and the denominator of which is the opening price of the DutchCo ordinary shares on Euronext Amsterdam on the first trading day following the distribution date.

Each non-employee director of Sara Lee who serves as a non-employee director of DutchCo after the distribution and consummation of the merger and who holds a Sara Lee RSU immediately prior to the distribution, will continue to hold such Sara Lee RSU and will also be granted a new RSU award, which upon the distribution date, upon consummation of the merger, will be denominated in ordinary shares of DutchCo, which we refer to as a DutchCo RSU, with the number of DutchCo shares subject to such DutchCo RSU determined by multiplying the number of Sara Lee shares subject to the Sara Lee RSU immediately prior to the distribution by a fraction, the numerator of which is the difference between the closing price of the Sara Lee shares trading the regular way on the New York Stock Exchange on the distribution date and the opening price of the Sara Lee shares on the New York Stock Exchange on the first trading day following the distribution date, and the denominator of which is the opening price of the DutchCo ordinary shares on Euronext Amsterdam on the first trading day following the distribution date, rounding down to the nearest whole share.

Each Sara Lee RSU and DutchCo RSU held by a non-employee director who serves on the DutchCo board of directors after the distribution and consummation of the merger will be settled for shares of Sara Lee and DutchCo, respectively, on the date that is six months following the distribution date.

In addition, such non-employee directors who serve on the DutchCo board of directors after the distribution and consummation of the merger and who are not subject to certain sections of the U.S. Internal Revenue Code, may elect to have their Sara Lee RSUs converted, on the distribution date, upon consummation of the merger, into RSUs denominated in shares of DutchCo (rather than being granted a new DutchCo RSU and retaining both their Sara Lee RSUs and the new DutchCo RSUs), the number of which will be determined by multiplying the number of shares of Sara Lee subject to the Sara Lee RSU immediately prior to the separation by a fraction, the numerator of which is the closing price of the Sara Lee shares trading the regular way on the New York Stock Exchange on the distribution date and the denominator of which is the opening price of the DutchCo ordinary shares on Euronext Amsterdam on the first trading day following the distribution date.

Subject to the limitations and qualifications described herein, the following discussion constitutes the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Sara Lee, as to the material U.S. federal income tax consequences to Sara Lee shareholders resulting from the distribution and the merger. This summary is based upon the Code, existing and proposed Treasury regulations promulgated thereunder and current administrative rulings and court decisions, all as in effect as of the date of this prospectus, and all of which are subject to change, possibly with retroactive effect. This discussion is limited to Sara Lee shareholders that are U.S. Holders, as defined below, that hold their shares of Sara Lee common stock as a capital asset (generally, for investment purposes). Further, this discussion does not address all U.S. federal income tax considerations that may be relevant to particular shareholders in light of their particular circumstances, such as tax-exempt entities,

partnerships (including entities treated as partnerships for U.S. federal income tax purposes), holders who acquired their shares of Sara Lee common stock pursuant to the exercise of employee common stock options or otherwise as compensation, holders who hold different blocks of Sara Lee common stock (generally shares of Sara Lee common stock purchased or acquired on different dates or at different prices), financial institutions, insurance companies, dealers or traders in securities, holders who are subject to alternative minimum tax and holders who hold their shares of Sara Lee common stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment or other risk-reduction transaction for U.S. federal income tax purposes. In addition, the following discussion does not address the tax consequences of the distribution or the merger under U.S. state or local or non-U.S. tax laws. Accordingly, Sara Lee shareholders are encouraged to consult their tax advisors concerning the U.S. federal, state and local and non-U.S. tax consequences to them of the distribution and the merger.

For purposes of this discussion, a U.S. Holder is a beneficial owner of Sara Lee common stock that is, for U.S. federal income tax purposes:

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) holds shares of Sara Lee common stock, the tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding shares of Sara Lee common stock should consult its tax advisor regarding the tax consequences of the distribution and the merger.

Material U.S. Federal Income Tax Consequences of the Distribution, the CoffeeCo Special Dividend and the Merger

Sara Lee has received a ruling from the IRS to the effect that the distribution, and certain related transactions, including the debt exchange, will qualify as tax-free to Sara Lee, CoffeeCo, and Sara Lee shareholders for U.S. federal income tax purposes under Sections 355, 368(a)(1)(D) and 361 and related provisions of the Code. Although a private letter ruling generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request are untrue or incomplete in any material respect, or any material forward-looking covenants or undertakings are not complied with, then Sara Lee will not be able to rely on the IRS Ruling. In addition, the IRS Ruling is based on current law, and cannot be relied upon if the applicable law changes with retroactive effect. Furthermore, pursuant to IRS ruling policy, the IRS Ruling does not establish that the distribution satisfies every requirement for qualification as tax-free under Sections 355, 368(a)(1)(D) and 361 of the Code. The parties will rely solely on the opinion of counsel for comfort that such additional requirements relating to Sections 355, 368(a)(1)(D) and 361 of the Code should be satisfied. Similarly, the IRS Ruling will not address any tax consequences relating to the merger, including under Sections 367 or 7874 of the Code, and the parties will rely solely on the opinion of counsel with respect to tax consequences relating to the merger, the receipt of which opinion is a condition to the occurrence of the merger.

The distribution is conditioned upon the receipt by Sara Lee of an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special tax counsel to Sara Lee, to the effect that (1) the distribution and certain related transactions, including the debt exchange, should qualify as tax-free to Sara Lee, CoffeeCo and Sara Lee shareholders under Sections 355, 368(a)(1)(D), and 361 and related provisions of the Code and (2) the merger

should qualify as a tax-free reorganization to Sara Lee and DutchCo under Section 368(a) of the Code, but which should result in the recognition of gain, but not loss, by U.S. Holders under Section 367 of the Code. Sara Lee expects to receive such opinion, along with the opinion addressing Section 7874 of the Code, at the effective time of the distribution. The tax opinions will not be binding on the IRS or the courts, and there can be no assurance that the IRS or the courts would not challenge the conclusions stated in the opinions or that any such challenge would not prevail. The opinions will rely on the IRS Ruling as to matters covered by the IRS Ruling. The tax opinions also are and will be based on, among other things, assumptions and representations that have been and will be received from Sara Lee and CoffeeCo, including those representations contained in certificates of officers of Sara Lee and CoffeeCo, as requested by counsel. If any of those factual representations or assumptions were to be untrue or incomplete in any material respect, any undertaking was not complied with, or the facts upon which the opinions are and will be based were to be materially different from the facts at the time of the distribution, the distribution may not qualify under Sections 355, 368(a)(1)(D) and 361 of the Code, the merger may not qualify as a reorganization under Section 368(a) and/or DutchCo may be treated as a U.S. corporation pursuant to Section 7874 of the Code.

Skadden, Arps, Slate, Meagher & Flom LLP is of the opinion that, for U.S. federal income tax purposes, among other things:

Neither CoffeeCo nor DutchCo should be subject to U.S. federal income tax as a result of the merger. Although the merger is generally expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the exchange of CoffeeCo shares for DutchCo shares pursuant to the merger is expected to be taxable for U.S. Holders of Sara Lee pursuant to the special rules contained in Section 367(a) of the Code.

Accordingly, a holder of CoffeeCo common stock should recognize gain, but not loss, equal to the excess of the fair market value of the DutchCo common stock received by the holder pursuant to the merger over such holder’s adjusted basis in the CoffeeCo common stock (as described above under “The Distribution”) exchanged therefor. Any gain recognized by a holder in the merger should be capital gain, and should be long-term capital gain if the Sara Lee shares in respect of which the exchanged CoffeeCo common stock was received have been held by such holder for more than one year at the effective time of the transactions.

A holder that recognizes gain pursuant to the merger should have an adjusted tax basis in the DutchCo common stock it receives equal to the fair market value of the DutchCo shares. The holding period of the ordinary shares of DutchCo received in the merger by a holder should include the holding period of such holder’s shares of CoffeeCo common stock, which, as described above, should include the holding period of such shareholder’s shares of Sara Lee common stock.

A holder should not be permitted to recognize any loss realized on the exchange of its CoffeeCo common stock for DutchCo ordinary shares. The adjusted tax basis of the DutchCo ordinary shares received by a holder with a loss on its CoffeeCo common stock should be equal to such holder’s adjusted tax basis in its CoffeeCo common stock surrendered in exchange therefor.

Special considerations may exist for holders that have acquired different blocks of Sara Lee common stock at different times or at different prices, or otherwise have varying holding periods and bases with respect to different blocks of their common stock. Such shareholders should consult their tax advisors regarding the allocation of their aggregate basis among, and their holding period of, shares of Sara Lee common stock and CoffeeCo common stock received in the distribution and the amount and character of gain recognized pursuant to the merger. In determining the amount of gain recognized, each share of CoffeeCo common stock transferred should be treated as the subject of a separate exchange. Thus, if a holder transfers some shares of CoffeeCo common stock on which gains are realized and other shares of CoffeeCo common stock on which losses are realized, the holder may not net the losses against the gains to determine the amount of gain recognized.

A holder that receives cash because we will not distribute fractional ordinary shares of DutchCo in the merger should be treated as though it first received a distribution of a fractional share in the merger, and then sold it for the amount of cash. Such holder should recognize capital gain or loss, provided that the fractional

share is considered to be held as a capital asset, measured by the difference between the cash received for such fractional share and the holder’s basis in the fractional share, as determined above. Such capital gain or loss should generally be a long-term capital gain or loss if the holder’s holding period for its Sara Lee common stock exceeds one year on the date of the distribution.

Material U.S. Federal Income Tax Consequences of the Distribution and the Merger if the Distribution Is Taxable

Pursuant to IRS ruling policy, the IRS Ruling does not establish that the distribution satisfies every requirement for qualification under Sections 355, 368(a)(1)(D) and 361 of the Code, and the parties will rely solely on the opinion of Skadden, Arps, Slate, Meagher & Flom LLP for comfort that such additional requirements not covered by the IRS Ruling should be satisfied. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or any court. The conclusions in the tax opinion are and will be based on existing legal authority. With respect to certain conclusions as to which there is no authority directly on point, such conclusions are and will be based upon a reasoned analysis and interpretation of relevant analogous authorities. Thus, notwithstanding the receipt by Sara Lee of the IRS Ruling and an opinion of counsel, the IRS could assert that the distribution should be treated as a taxable transaction in whole or in part, if, among other things, it determines that any of the representations, assumptions or undertakings that were included in the request for the IRS Ruling is untrue or has not been complied with or if it disagrees with the conclusions in the opinion that are not covered by the IRS Ruling. If the IRS were to assert successfully that the distribution was taxable, the above consequences would not apply and both Sara Lee and its shareholders that received shares of common stock of CoffeeCo in the distribution could be subject to tax, as described below.

If the distribution does not qualify as a transaction under Sections 355, 368(a)(1)(D) and 361 of the Code, then Sara Lee would recognize gain equal to the excess of the fair market value of CoffeeCo common stock (on the date of the distribution) distributed to Sara Lee shareholders over Sara Lee’s adjusted tax basis in CoffeeCo common stock. Further, Sara Lee could incur significant additional tax liability with respect to certain related transactions, including the debt exchange. In addition, each Sara Lee shareholder who received CoffeeCo common stock in the distribution would be treated as having received a taxable distribution in an amount equal to the fair market value of such common stock on the distribution date. That distribution would be taxable to the shareholder as a dividend to the extent of Sara Lee’s current and accumulated earnings and profits. Any amount that exceeded Sara Lee’s earnings and profits would be treated first as a non-taxable dollar-for-dollar reduction in the shareholder’s tax basis in its Sara Lee common stock and then as capital gain from the sale or exchange of such shareholder’s Sara Lee common stock.

A Sara Lee shareholder’s tax basis in CoffeeCo common stock received generally would equal the fair market value of CoffeeCo common stock on the date of the separation, and the holding period for that common stock would begin the day after the separation. The holding period for the shareholder’s Sara Lee common stock would not be affected by the fact that the distribution was taxable. Certain Sara Lee shareholders would be subject to additional special rules governing taxable distributions, such as those that relate to the dividends received deduction and extraordinary dividends.

To the extent the distribution did not qualify as a transaction under Sections 355, 368(a)(1)(D) and 361 of the Code, the payment of the CoffeeCo Special Dividend should be taxable to a holder as a dividend to the extent of CoffeeCo’s current and accumulated earnings. Any amount of the CoffeeCo Special Dividend that exceeded CoffeeCo’s earnings and profits should be treated first as a non-taxable dollar-for-dollar reduction in the shareholder’s tax basis in its CoffeeCo common stock and then as capital gain from the sale or exchange of such shareholder’s CoffeeCo common stock. To the extent taxable as a dividend, the CoffeeCo Special Dividend would not be treated as a qualified dividend eligible for taxation at the long-term capital gains rates, as the requisite holding period would not be met.

To the extent the distribution did not qualify as a transaction under Sections 355, 368(a)(1)(D) and 361 of the Code, in the merger, a holder of CoffeeCo common stock should recognize gain, if any, but not loss, equal to the excess of the fair market value of the DutchCo ordinary shares over the holder’s adjusted basis in the CoffeeCo common stock. However, such holder should generally have a tax basis in the CoffeeCo common stock equal to its fair market value as described above. Accordingly, such holders should recognize gain only to the extent the fair market value of the DutchCo ordinary shares exceeds the fair market value of the CoffeeCo common stock on the date of the merger. Holders are urged to consult their tax advisors as to the proper determination of the fair market value of the CoffeeCo common stock and the DutchCo ordinary shares.

A holder should have an adjusted tax basis in the DutchCo ordinary shares it receives equal to the adjusted tax basis of the CoffeeCo common stock exchanged therefor, increased by any gain recognized. The holding period of the ordinary shares of DutchCo received in the merger by a holder should generally start on the day after the date of the separation.

Additionally, future events that may or may not be within the control of Sara Lee, CoffeeCo or DutchCo, including extraordinary purchases of Sara Lee common stock or DutchCo ordinary shares, could cause the distribution or certain related transactions, including the debt exchange, not to qualify as tax free, in whole or in part, to Sara Lee and/or holders of Sara Lee common stock. Depending on the event, CoffeeCo may be required to indemnify Sara Lee for some or all of the taxes and losses resulting from the distribution of CoffeeCo common stock to the Sara Lee shareholders and certain related transactions, including the debt exchange, not qualifying as tax free under Sections 355, 361 and/or 368(a)(1)(D) of the Code. See Related Party Transactions—Agreements with Sara Lee Corporation—Tax Sharing Agreement, which begins on page 117.

Even if the distribution otherwise qualifies for tax-free treatment under Section 355 of the Code, Sara Lee could be required to recognize taxable gain on the distribution under Section 355(e) of the Code if one or more persons were to acquire directly or indirectly common stock or ordinary shares, as applicable, representing a 50% or greater interest in Sara Lee, CoffeeCo or DutchCo as part of a plan or series of related transactions with the distribution. For this purpose, any acquisitions of Sara Lee stock, CoffeeCo common stock, or DutchCo ordinary shares within the period beginning two years before the distribution and ending two years after the distribution are presumed to be part of such a plan, although CoffeeCo or Sara Lee expect that it would be able to rebut that presumption, since they will agree not to enter into transactions reasonably expected to cause the distribution to be taxable. For this purpose, the acquisitions of CoffeeCo common stock by DutchCo and of DutchCo ordinary shares by Sara Lee’s shareholders, in the merger should not be treated as acquisitions. If an acquisition of CoffeeCo common stock or DutchCo ordinary shares or Sara Lee common stock were to trigger the application of Section 355(e), Sara Lee would recognize taxable gain as described above, but the distribution should remain tax-free to Sara Lee shareholders.

In connection with the separation, Sara Lee and CoffeeCo will enter into a tax sharing agreement pursuant to which CoffeeCo and Sara Lee and their respective affiliates and subsidiaries each will agree to indemnify the other for certain liabilities and obligations following the separation. CoffeeCo’s indemnification obligations will include a covenant to indemnify Sara Lee for any losses that it and its subsidiaries incur that are caused by the failure of the distribution and certain related transactions, including the debt exchange, to qualify as tax-free to the extent such losses arise as a result of any action (or failure to act) of CoffeeCo or any of its affiliates, including DutchCo, following the distribution, or otherwise result from any breach of certain representations, covenants or obligations of CoffeeCo or any of its affiliates, including DutchCo, concerning a party’s plan or intention with respect to actions or operations after the distribution date. CoffeeCo also will be responsible for 50% of any taxes resulting from the failure of the distribution and certain related transactions, including the debt exchange, to qualify as tax-free, which failure is (1) not due to the actions, misrepresentations or omission of Sara Lee or CoffeeCo or their respective subsidiaries or (2) due to an action (or failure to act), misrepresentation, or omission of Sara Lee, CoffeeCo or their respective affiliates prior to the date of the distribution not concerning a party’s plan or intention with respect to actions or operations after the distribution date. In addition, even if CoffeeCo is not contractually required to indemnify Sara Lee for tax liabilities if the distribution were to fail to be tax-free, CoffeeCo nonetheless could be legally liable

for such liabilities if Sara Lee were to fail to pay them. See Related Party Transactions—Agreements with Sara Lee Corporation—Tax Sharing Agreement, which begins on page 117, for a more detailed discussion of the tax sharing agreement between Sara Lee and CoffeeCo.

Holders may be subject to various state, local and non-U.S. taxes and tax filing requirements. Holders are urged to consult their tax advisors with respect to the state, local and non-U.S. tax consequences of the distribution, the CoffeeCo Special Dividend and the merger.

Material U.S. Federal Income Tax Consequences Relating to Section 7874 of the Code

Although DutchCo is incorporated in the Netherlands, the IRS may assert that DutchCo should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes under Section 7874 of the Code. As a general matter, absent the application of Section 7874 of the Code, a corporation is considered, for U.S. federal income tax purposes, to be a tax resident of the jurisdiction in which it is incorporated.

Skadden, Arps, Slate, Meagher & Flom LLP is of the opinion that, for U.S. federal income tax purposes, DutchCo should not be treated as a U.S. corporation under Section 7874 of the Code.

Under Section 7874 of the Code, a corporation created or organized outside the United States will be treated as a U.S. corporation for U.S. federal income tax purposes, when (1) it directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation, (2) the shareholders of the acquired U.S. corporation hold at least 80 percent of the vote or value of the shares of the foreign acquiring corporation by reason of holding stock in the U.S. acquired corporation, and (3) the foreign corporation’s “expanded affiliated group” does not have “substantial business activities” in the foreign corporation’s country of incorporation relative to the group’s worldwide activities. Solely for purposes of Section 7874 of the Code, “expanded affiliated group” generally means the foreign corporation and all subsidiaries in which the foreign corporation, directly or indirectly, owns more than 50 percent of the stock by vote and value. There is no specific guidance as to what constitutes “substantial business activities.”

In the merger, DutchCo will acquire all of the assets of CoffeeCo, and the former shareholders of CoffeeCo will acquire 100 percent of the stock in DutchCo by reason of holding stock in CoffeeCo. Therefore, DutchCo will be respected as a foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code provided that the DutchCo expanded affiliated group conducts substantial business activities in the Netherlands relative to the group’s worldwide activity.

Based on the historical conduct of the coffee and tea business in the Netherlands, the relative amount of assets, employees and sales located in the Netherlands, the substantial managerial activities by officers and employees in the Netherlands, and the Dutch business activities that are material to the group’s overall business activities, the DutchCo expanded affiliated group should have substantial business activities in the Netherlands. As a result, DutchCo should not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code following the merger.

Material Tax Consequences to U.S. Holders if DutchCo is Ultimately Determined to Be a U.S. Corporation for U.S. Federal Income Tax Purposes

Notwithstanding the foregoing, it is possible that the IRS may assert and ultimately establish that DutchCo should be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. If

the IRS were to prevail, the merger should still qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the holders of CoffeeCo shares should not be subject to U.S. federal income tax on the receipt of DutchCo shares in exchange for their CoffeeCo shares under Section 367(a) of the Code or otherwise. In such case, the adjusted tax basis of the DutchCo shares received by a U.S. holder should be equal to such holder’s adjusted tax basis in its CoffeeCo shares exchanged therefor. In addition, the holding period for any DutchCo shares received by holders should include the holding period of the CoffeeCo shares exchanged therefor. The U.S. consequences of owning and disposing of the DutchCo shares generally would be the same as those of owning and disposing of shares of a U.S. corporation; however, U.S. Holders generally would not be able to claim a U.S. foreign tax credit with respect to any Dutch taxes withheld by DutchCo on distributions, unless the U.S. Holder had other foreign source income. The foreign tax credit rules are complex, and U.S. Holders are urged to consult their U.S. tax advisors regarding the availability of the foreign tax credit under their particular circumstances and particular limitations that may apply to them.

If the IRS asserts and ultimately establishes that DutchCo should be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code, the resolution of the tax controversy may not be known until several years following the merger. Consequently, a U.S. holder that reported gain on its 2012 U.S. income tax return under Section 367(a) of Code as a result of the merger (as discussed above) may need to file an amended U.S. federal income tax return for the year in which the merger occurred in order to reflect that it should not have recognized gain under Section 367(a) of the Code. Furthermore, the U.S. holder may need to file an amended U.S. federal income tax return for any taxable year in which it disposed of any DutchCo shares received in the merger in order to reflect that the U.S. holder’s adjusted tax basis in such DutchCo shares should equal the holder’s adjusted tax basis in its CoffeeCo shares exchanged therefor.

It is possible that a tax controversy on the application of Section 7874 of the Code to the merger may not be resolved within the period of time a holder is eligible to file an amended return. As such, it is possible that certain holders may not have the opportunity to amend their 2012 U.S. income tax returns, or subsequent tax returns, as described herein. Thus, certain holders who recognize gain under Section 367(a) of the Code in 2012 could lose the opportunity to seek a refund of tax paid with respect to such gain if the IRS asserts and ultimately establishes that no gain should have been realized by such holder in 2012 because DutchCo should be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. In addition, such holders may not be permitted to increase their adjusted tax basis in their DutchCo shares, notwithstanding that such holders recognized gain under Section 367(a) of the Code.

Our general dividend policy will be determined, on proposal of the board of directors, by our general meeting of shareholders. Within the general dividend policy, our board of directors will determine to what extent profits will be retained by way of a reserve. In making this determination, the board will consider our ability to declare and pay dividends in light of our future operations and earnings, capital expenditure requirements, general financial conditions, legal and contractual restrictions and other factors that it may deem relevant. In addition, the terms of our outstanding indebtedness after the separation may limit our ability to pay dividends and we may in the future become subject to debt instruments or other agreements that further limit our ability to pay dividends. Any profits not allocated to the reserves by the board of directors will be at the disposal of our general meeting of shareholders for distribution as a dividend or to be added to the reserves or for such other purposes as our general meeting of shareholders decides. To the extent we pay dividends in euro, the amount of U.S. dollars realized by shareholders will vary depending on the rate of exchange between U.S. dollars and euro. Shareholders will bear any costs related to the conversion of euro into U.S. dollars.

We are a holding company incorporated in the Netherlands. Under Dutch law, we may only pay dividends if our equity exceeds the sum of the paid-in and called-up share capital plus the reserves as required to be maintained by Dutch law or by our Articles. See Description of Capital Stock—Dividends and Distributions on page 123. We rely on dividends paid to us by our subsidiaries to fund the payment of dividends, if any, to our shareholders.

We present our financial statements in euro. We make no representation that any euro or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or euro, as the case may be, at the rates stated below or at all.

The following table sets forth information concerning exchange rates between the euro and the U.S. dollar for the periods indicated.

On March 2, 2012, the noon buying rate in The City of New York for cable transfers of euro as certified for customs purposes by the Federal Reserve Bank of New York was €1.00 to U.S. $1.3202.

The following selected financial data as of July 2, 2011, July 3, 2010 and June 27, 2009 and for the years then ended have been derived from our audited combined financial statements, which are included elsewhere in this prospectus. Our audited combined financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board and adopted by the European Union and have been audited by PricewaterhouseCoopers Accountants N.V., an independent registered public accounting firm.

Our combined financial statements were prepared on a “carve-out” basis for purposes of presenting our financial position, results of our operations and cash flows. We did not operate as a stand-alone entity in the past and accordingly the selected financial data presented herein is not necessarily indicative of our future performance and does not reflect what our financial performance would have been had we operated as independent publically traded company during the periods presented.

You should read the summary financial information in conjunction with our combined financial statements and related notes, “Summary Financial Information” and “Operating and Financial Review” included elsewhere in this prospectus. Our historical results do not necessarily indicate our expected results for any future periods.

The following information should be read in conjunction with the combined financial statements and with the financial information presented in the section entitled “Selected Financial Data” included elsewhere in this prospectus. Unless otherwise stated, this operating and financial review is based on our audited combined financial statements prepared in accordance with IFRS as issued by the International Accounting Standards Board and adopted by the European Union. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that might cause such a discrepancy include, but are not limited to, those discussed in “Liquidity and Capital Resources” below and “Risk Factors” above. All forward-looking statements in this prospectus are based on information available to us as of the date of this prospectus and we assume no obligation to update any such forward-looking statements. See “Forward Looking Statements.”

We are a leading, focused pure-play coffee and tea company that offers an extensive range of high-quality, innovative coffee and tea products that are well-known in retail and out of home markets across Europe, Brazil, Australia and Thailand. Our business is currently organized into three operating segments, Retail—Western Europe, Retail—Rest of World and Out of Home.

Within our Retail—Western Europe and our Retail—Rest of World segments, our principal products are roast and ground multi-serve coffee, roast and ground single-serve coffee pads and capsules, instant coffee and tea. We sell these products predominantly to supermarkets, hypermarkets and through international buying groups. In our Out of Home segment, we offer a full range of hot beverage products but focus on our liquid roast products and related coffee machines. Our products and the related machines in the Out of Home segment are sold either directly to businesses, hotels, hospitals and restaurants or to foodservice distributors for distribution to the customer.

In our Retail—Western Europe segment, our multi-serve coffee is principally sold under the following brands: Douwe Egberts in the Netherlands, Belgium and the United Kingdom, L’OR and Maison du Café in France, Marcilla in Spain, Merrild in Denmark, Kanis & Gunnink in the Netherlands and Jacqmotte in Belgium. Our single-serve coffee is principally sold under the brand name Senseo, which is generally co-branded, such as Douwe Egberts Senseo and L’OR Senseo, in the Netherlands, Belgium, France, Germany and Spain and select other countries, L’OR EspressO in France, the Netherlands and Belgium and L’aRôme EspressO in Spain. Our instant coffee is sold under the Douwe Egberts brand in United Kingdom and under local brands in certain of our Western European markets. Our tea is sold under the brand names Pickwick in the Netherlands, Belgium and Denmark and Hornimans in Spain. Retail—Western Europe covers the following countries: the Netherlands, Belgium, France, Denmark, Greece, Germany, the United Kingdom and Spain.

In our Retail—Rest of World segment, our multi-serve coffee is principally sold under the following brands: Pilão, Caboclo, Damasco and Moka in Brazil, Harris in Australia and Prima in Poland. Our single-serve coffee is sold in Brazil under the Senseo brand name, co-branded as Pilão Senseo. Our instant coffee is primarily sold under the Moccona brand in Australia and Thailand. Our tea is sold under the brand name Pickwick in the Czech Republic and Hungary. Retail—Rest of World covers the following countries: Brazil, Hungary, the Czech Republic, Poland, Australia, Thailand and Russia.

Our Out of Home segment is concentrated in the Netherlands. Approximately half of our Out of Home sales are made directly to businesses, hospitals, hotels and restaurants, while we also work with distributors who distribute our product to the customer in certain markets. Through our Cafitesse umbrella brand, we offer a line

of products to be used in the liquid roast machines that we sell, lease or provide free of charge to our customers. Additionally, through our Piazza D’Oro brand we offer premium espresso coffee products and machines. We develop the proprietary coffee machines in-house and employ suppliers to produce the machines. We also employ service technicians in most of our major markets who we train to service our machines in the field.

Our senior management reviews the performance of each segment individually, based on segment sales and adjusted EBIT. Segment adjusted EBIT represents segment operating profit excluding the impact of restructuring charges and restructuring-related costs, costs associated with Sara Lee’s branded apparel business disposed prior to fiscal 2009, impairment, gains and losses on the sale of assets, curtailment and past service costs and other costs management believes are unrelated to our underlying business. In addition, we do not allocate certain sales and costs to the segments. These unallocated items include the sale of green coffee beans to third parties, corporate overhead costs and unrealized mark-to-market gains and losses on commodity derivative financial instruments.

We monitor the performance of our operations against strategic objectives on a regular basis. We assess our performance against the strategy, budget and forecasts using various financial measures including the following:

Our results of operations are driven by a combination of factors affecting our industry as a whole and various operating factors specific to us. The following is an overview of the key factors affecting our results during the years presented.

Separation from Sara Lee. We have not previously operated as an independent, stand-alone company, but rather as a part of a larger group of companies controlled by Sara Lee.

Our combined financial statements have been prepared on a “carve-out” basis from the Sara Lee consolidated financial statements using the historical results of operations, assets and liabilities attributable to the international coffee and tea operations of Sara Lee, and certain other assets and liabilities that we will retain in connection with the separation as described further in Note 1 to the combined financial statements.

As we have not operated independently, as described above, the combined income statements discussed herein are not necessarily indicative of our future performance and do not necessarily reflect what our financial performance would have been had we been an independent, publicly traded company during the periods presented.

There are limitations inherent in the preparation of all carve-out financial statements due to the fact that our business was previously part of a larger group. The basis of preparation included in our combined financial statements provides a detailed description of the treatment of historical transactions. Our profits have been most notably impacted by the following consequences of carve-out accounting:

As a consequence of various transactions between us and Sara Lee in connection with the separation, including the settlement of outstanding receivables, we expect our cash and cash equivalents to be significantly reduced from the balance at the end of fiscal 2011. In addition, we expect our outstanding indebtedness to increase upon the separation. These changes will be offset by a corresponding decrease on our combined balance sheet in Parent’s net investment. The additional indebtedness, along with any additional borrowings entered into in the future, will increase interest expense in future periods as described below in Operating and Financial Review—Liquidity and Capital Resources beginning on page 74.

In addition, our combined balance sheets reflect liabilities that were inherited from Sara Lee in connection with the disposal of its household and body care and international bakery businesses, which we refer to as the inherited liabilities. In connection with the separation, we have assumed these inherited liabilities and have reflected them in our combined balance sheets. However these items are not reflected in our combined income statements as they were not historically our liabilities and they are unrelated to our business. Any change in these liabilities after separation will impact our future combined income statement and cash flows.

In connection with the separation, we will assume legal responsibility for certain potential exposures, which are not currently reflected in our combined financial statements. These include the assumption of indemnifications provided to buyers in the disposition of businesses by Sara Lee in prior periods and the tax sharing agreement entered into with Sara Lee in connection with the separation. Sara Lee has not made any material payments related to the indemnifications to date.

Lastly, as part of the separation we will implement a new business model that will modify the way we manage our product through our value chain. This modification will not impact our combined pre-tax profit; however we may experience a shift in profitability between operating segments. Management is also still in the process of modeling the organizational structure, which could also result in a change in our segment structure. As part of implementing our new business model, we expect to spend approximately €55.0 million over fiscal 2012 and fiscal 2013 primarily related to changes in our information technology platform and other implementation costs. A portion of those costs will be capitalized on our balance sheet with the remainder expensed primarily as restructuring related costs in the period incurred.

Based on the impacts of the separation discussed above, our operating expenses and cash outflows will increase in future periods. We intend to implement various restructuring actions to offset these increases and to optimize our structure. The amounts discussed represent our best estimates at the date of this prospectus; however the actual amounts may vary from these estimates.

Commodity prices. The most significant cost item in the production of coffee products is the price of green coffee beans, which are purchased from farmers and coffee bean vendors in various countries around the world. Green coffee is subject to volatile price fluctuations. The price of green coffee fluctuates based upon various factors including, but not limited to, weather, real or perceived shortages, the political climate in the producing nations, competitive pressures, currency fluctuations and speculation in the commodities markets. The price of green coffee beans increased significantly in fiscal 2011 compared to fiscal 2010. Excluding the impact of the change in foreign currency translation, our total commodity costs increased €182.4 million, in fiscal 2011 compared to fiscal 2010.

We manage the risk associated with commodity price fluctuations through the use of commodity options and futures. Through these derivative options and futures, we are able to fix a portion of our price for anticipated future deliveries of green coffee for a specified period of time. Given the price increases during fiscal 2011 we have modified our risk management strategy to increase the length of this period.

During fiscal 2011, we successfully raised sales prices to offset a portion of the increase in the price of green coffee beans. These sales price increases were partially offset by an increase in trade promotions in response to competitor actions on pricing and as a result of agreements with resellers. Due to the intense

competition in our industry, including the impact of private label products, and the timing lag between commodity cost increases and sales price increases, these sales price increases did not fully offset the significant increase in the price of green coffee beans that occurred in fiscal 2011. As a result, the higher commodity costs resulted in a decrease to our combined gross profit of €39.8 million in fiscal 2011.

Foreign exchange movements. Our results are exposed to transaction and translation risk associated with foreign currency movements.

Transaction risk — We operate internationally and as a result are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the U.S. dollar, Brazilian real, British pound, Danish krone, Hungarian forint, Polish zloty, Thai baht, Russian rouble and Australian dollar against the European euro. Foreign exchange risk arises primarily from commercial transactions such as the purchase of commodities, recognized monetary assets and liabilities. As a consequence of the global economic downturn, currency rates have become more volatile, increasing our exposure to this risk specifically in Eastern European markets.

We use forward exchange and option contracts to reduce the effect of fluctuating foreign currencies on known foreign currency exposures. Gains and losses on these derivative instruments are intended to offset gains and losses on the related transactions in an effort to reduce the earnings volatility resulting from fluctuating foreign currency exchange rates. We have not designated any of our foreign exchange derivatives as hedges for accounting purposes and, as a result, the change in fair value is recognized directly through profit.

We had foreign currency losses of €40.9 million in fiscal 2011 and foreign currency gains of €40.2 million and € 116.8 million during fiscal 2010 and 2009, respectively. These were offset by a gain on foreign currency derivatives of €15.5 million in fiscal 2011 and a loss on foreign currency derivatives of €9.8 million and €115.3 million in fiscal 2010 and 2009, respectively. These gains and losses are included in finance costs in our combined income statement, excluding those related to commodities that are included in cost of sales, and do not impact our segment profitability.

Translation risk — The functional currency of a number of our subsidiaries is a currency other than the euro and as a result the income statement and balance sheet of each of those subsidiaries must be translated for purposes of preparing our combined financial statements. Each period the financial statements of our non-euro functional subsidiaries are translated to the euro by applying the closing rate to the balance sheet and an average rate to the income statement. As a consequence, our combined results are impacted by these currency movements. This resulted in a foreign currency translation gain of €114.7 million in fiscal 2010 compared to foreign currency translation losses of €1.1 million and €107.4 million in fiscal 2011 and 2009, respectively, which is reflected in parent’s total net investment in our combined balance sheets.

Launch of new products. Based on the unique consumer and customer insights we have gained over numerous decades, we have a deep understanding of the coffee and tea category and the preferences of its consumers and customers. This, coupled with our strong research and development capabilities, has positioned us well to launch new products and concepts that reflect the preferences of our consumers and customers.

During fiscal 2011, 2010 and 2009, we launched various new products. The most significant product launched during this time was L’OR EspressO single-serve capsules in France in April 2010. These capsules, which are compatible with the Nespresso^® single-serve system, marked our entry into the single-serve espresso market. We have subsequently introduced these capsules in the Netherlands and Belgium, and in Spain, where the product is sold as L’aRôme EspressO.

The launch of new products results in focused advertising and promotion costs in the period for those products and markets in which they are sold. We believe these costs are recovered in future periods through the increased sales resulting from the new products.

In addition, we incur upfront costs in anticipation of new products and when considering entering new markets. There are certain instances where after further research we may make a decision not to continue with

the product introduction or expansion into that market. For example, during fiscal 2011 we made a decision not to continue a planned expansion of our operations in the Russian market and as a result we impaired assets of €4.6 million. In fiscal 2012, we began using a distributor business model in Russia.

We expect to accelerate the development of new products and the introduction of new products in future periods. Therefore, we may experience an increase in our research and development costs, capital expenditures related to supporting the research and development and increased advertising costs related to new product introductions.

Restructuring. During fiscal 2011, 2010 and 2009, we have taken a number of actions to maximize the efficiency of our operations. These actions included:

In connection with these actions, and in order to achieve the savings associated with these actions, we planned to eliminate the positions of approximately 865 employees from fiscal 2009 to the date of this prospectus. Of these employees, contracts of 571 employees were terminated as of the end of fiscal 2011. In connection with these actions, we recorded restructuring charges of €25.2 million, €5.4 million and €36.2 million during fiscal 2011, 2010 and 2009, respectively. We anticipate additional restructuring charges of €2.0 million associated with these previous initiatives. The majority of the outstanding provision of €41.6 million at the end of fiscal 2011 related to these previous initiatives is expected to be paid in fiscal 2012 with certain payments extending out to fiscal 2017.

As discussed above, we anticipate further restructuring actions in order to optimize our structure and to eliminate stranded costs.

Sale of green coffee beans to third parties. During fiscal 2011, 2010 and 2009, we sold green coffee beans to third parties in Brazil. These sales were ancillary to our business and as a consequence not included in our segment results. In fiscal 2011, 2010 and 2009, our green coffee bean sales were €186.5 million, €78.3 million and €89.9 million, respectively, or €143.4 million, €48.6 million and €74.3 million, respectively, excluding the impact of changes in foreign currency exchange rates, and had margins that were significantly lower than our normal sales. We expect our green coffee bean sales to third parties to decrease in future periods as we focus on our core retail and out of home businesses. As a result, we expect to maintain lower inventory levels throughout the year.

Business combinations. We made two acquisitions in Brazil, with the purchases of Café Damasco in fiscal 2011 and Café Moka in fiscal 2009. The intention of these acquisitions was to provide us a stronger presence in Brazil. The acquisition of Café Damasco provides us with a stronger presence in southern Brazil, where Café Damasco has a strong market position. The acquisition of Café Moka provided us with a stronger competitive position in the São Paulo area and provides access to an established direct sales and distribution system.

Impact of 53^rd week. Our fiscal year ends on the Saturday closest to June 30. Fiscal 2010 was a 53-week year and fiscal 2011 and 2009 were 52-week years. Excluding the 53^rd week in fiscal 2010, we would have had €34.6 million less in sales and €16.0 million of lower gross profit.

Throughout the results of operations we discuss the effect of the change in foreign currency exchange rates on our results and exclude this effect from the discussion of the change between years. We have determined the impact of the change in foreign currency rates by applying our budgeted fiscal 2011 euro conversion rate consistently to all years. The currencies with the most significant impact on our combined income statements are the Australian dollar and Brazilian real, which had fiscal 2011 budgeted euro conversion rates of 1.64 and 2.74.

Sales — Sales comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of our activities. We recognize sales when the amount of sales can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of our activities as described below. We base our estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

We primarily generate sales from the sale of product. Sales of product are generally recognized when title and risk of loss of the products pass to distributors, resellers or end customers. In particular, title usually transfers upon receipt of the product at the customers’ locations, or upon shipment, as determined by the specific sales terms of the transactions.

We also recognize lease revenue from the leasing of our coffee machines and maintenance fees associated with maintaining the coffee machines.

We provide a variety of sales incentives to resellers and consumers of our products such as discounts, rebates and cooperative advertising. These sales incentives are recorded as a reduction of sales.

Cost of sales—Cost of sales consists of costs incurred from the time raw materials are purchased to when the finished goods are delivered to their location immediately prior to external sale. Cost of sales also includes sales incentives offered in the form of free product. Gains and losses arising from changes in the fair value of inventory-related derivative financial instruments included in the fair value through profit or loss category are also recorded in cost of sales.

Selling, general and administrative expenses—Selling, general and administrative expenses consist of advertising and promotion, distribution costs, selling and marketing expenses, research and development and other administrative functions. These costs include amounts associated with our restructuring actions and certain other items that management believes are unrelated to our ongoing operations.

Finance income, net—Finance income primarily represents income that we receive on our cash equivalents and loans to Sara Lee and finance income generated from our defined benefit pension plans.

Finance costs, net—Finance costs are generally comprised of interest expense on borrowings and overdrafts and the interest consequence of unwinding discounted provisions, foreign exchange gains and losses, excluding those related to commodities, and the change in fair value of our foreign currency and interest rate derivative financial instruments.

Share of profit from associates—This represents the share of profit from our investment in associates, which consists primarily of a 45% investment in Friele, a Norwegian company that produces coffee for distribution to out of home and retail customers.

Income tax expense—Income tax expense is comprised of current and deferred tax expenses. For further information see our accounting policies in Note 2 to the combined financial statements.

Sales in fiscal 2011 benefited from changes in foreign currency exchange rates, which increased sales by €89.1 million, primarily driven by the Brazilian real and Australian dollar, and from the acquisition of Café Damasco in fiscal 2011, which increased sales by €20.8 million. These increases were offset by a decline in sales of €34.6 million due to one less week of sales in fiscal 2011.

After excluding the items listed above, our sales increased by €210.8 million. This increase was predominantly a result of price increases of €198.7 million. These price increases, which took place in all segments, were directly related to passing on commodity cost increases to customers. The price increases were partially offset by an increase in trade promotions of €56.1 million, primarily in the retail segments, in response to increased competition and market pressures. Our sales were also positively impacted by the sales of our L’OR EspressO single-serve capsule in our Retail—Western Europe segment, which increased sales by €42.0 million in fiscal 2011. These increases were offset by a decrease of €65.0 million, which was primarily due to lower volume in our multi-serve product that was linked to the continued shift towards premiumization in a significant number of our markets.

In addition, our sales were increased by an additional €94.8 million of green coffee beans sold compared to fiscal 2010 as we took advantage of a system of taxes and rebates payable on trades of green coffee from Brazil. This increase was driven by the increase in overall green coffee market prices and an increased volume of sales which we planned for in determining our purchasing volumes. The Brazilian government ended this favorable tax treatment in January 2012, and we expect that our green coffee export sales will decrease considerably in future periods.

Gross profit increased by €15.6 million and our gross margin percentage declined from 41.9% in fiscal 2010 to 37.9% in fiscal 2011.

Our gross profit was favorably impacted by foreign currency movements of €27.3 million as well as €5.9 million of gross profit from the Café Damasco acquisition. These increases were partially offset by one less week of sales in fiscal 2011, which decreased gross profit by €16.0 million.

Excluding these items, gross profit remained consistent with fiscal 2010, with a decrease of €1.6 million. Our gross profit declined due to commodity price increases of €182.4 million, offset by net sales price increases of €142.6 million and a further reduction in gross profit due to volume declines. These declines were partially offset by a favorable change in our product mix, primarily related to the launch of our higher margin L’OR EspressO capsules and the gross profit of €10.1 million from the increase in our green coffee bean sales.

While our fiscal 2011 gross profit is consistent with fiscal 2010, our gross margin has decreased, primarily as a result of the green coffee bean sales to third parties which have a lower margin than our normal product sales.

Our total selling, general and administrative expenses, which we refer to as SG&A, increased by €31.0 million in fiscal 2011. We have presented SG&A as adjusted to exclude certain expenses we believe are unrelated to our underlying business and that are excluded from our segment profitability measure. Excluding these adjustments, our SG&A increased €23.2 million. The table below presents SG&A and SG&A excluding adjustments:

The increase in our SG&A excluding adjustments of €23.2 million includes approximately €13 million related to unfavorable foreign exchange impacts. The remaining increase in our SG&A excluding adjustments of €10.2 million was due to an increase in our distribution costs of €4.7 million. The increase in our distribution costs is primarily attributable to the increased proportion of our sales from single-serve products, which have a higher distribution cost per kilogram than multi-serve products, and the impact of our expanded geographical presence in Brazil. In addition, we increased our selling, marketing and advertising costs expenditures by €6.4 million to drive sales of our new products and expansion of existing products in certain markets, which was partially offset by one less week of costs in fiscal 2011.

The increase in our restructuring expenses and costs directly associated with those restructuring charges during fiscal 2011 primarily related to redundancy payments made in connection with the alignment of corporate overhead to our current structure, which was partially in response to the divestment of businesses by Sara Lee. We also elected to abandon certain assets upon our decision not to expand our operations in Russia, which resulted in an impairment of €4.6 million.

The increase in curtailment and past service cost is primarily due to a change in the grant of post employment benefits to employees in the Netherlands.

Finance income increased due to an increase in pension finance income of €19.3 million, which resulted from a favorable downward movement in our interest costs due to improved return on assets, as well as an increase in interest income from loans to Sara Lee.

The change in finance costs is primarily due to a shift in our foreign exchange gain/loss from a foreign exchange gain of €40.2 million in fiscal 2010 to a foreign exchange loss of €40.9 million in fiscal 2011. The foreign exchange gains and losses are primarily related to intercompany loans and cash held in non-euro currencies. This was partially offset by a corresponding movement in our foreign currency derivatives from a loss of €9.8 million in fiscal 2010 to a gain of €15.5 million in fiscal 2011. Additionally, we had an increase in interest expense resulting from additional Brazilian real denominated borrowings associated with the acquisition of Café Damasco in fiscal 2011.

Share of profit from associate decreased due to a decrease in Friele’s profits. Friele’s operations were impacted by the market increase in commodity prices that also impacted our business, which resulted in a decline in gross profit. In addition, they increased marketing and advertising expenditure in an increasingly competitive market.

Our effective tax rate decreased to 27.4% in fiscal 2011 compared to 42.8% in fiscal 2010. The decrease in our rate was due to the recognition of additional tax expense in fiscal 2010 related to specific tax events with no such items in fiscal 2011. In fiscal 2010, we recognized €50.8 million of additional tax expense as a result of our decision to repatriate certain income that will result in recapture taxes and an increase in our tax reserves of €31.7 million for a tax claim in Belgium. In addition, we recorded additional tax expense associated with a change in tax reserves recorded in prior years of €30.7 million. These increases in fiscal 2010 were partially offset by a reduction in our effective tax rate due to the recognition of deferred tax assets previously not recognized.

Sales in fiscal 2010 benefited from changes in foreign currency exchange rates which increased sales €62.8 million, particularly with the Brazilian real and Australian dollar, and from a full year of results for Café Moka, which was acquired during fiscal 2009. In addition, we had one additional week of sales in fiscal 2010 versus fiscal 2009, which increased sales by €34.6 million.

After excluding the items listed above and the decrease in the sale of green coffee beans to third parties of €25.7 million, our sales increased by €2.9 million. This increase in sales was primarily the result of higher volumes in the single-serve and instants product categories of €16.0 million, including €4.5 million related to the launch of L’OR EspressO in April 2010. The volume increases in these product categories represent a continuing trend in the shift towards premiumization.

These increases in sales were almost fully offset by a net price decrease of €10.4 million and a change in our product mix. During fiscal 2010, we increased our trade spend to maintain volume growth in an increasingly competitive environment, which resulted in an increase in trade spend that was higher than our price increases.

Gross profit increased by €68.8 million and gross margin improved from 40.3% to 41.9%.

Our gross profit was favorably impacted by foreign currency movements of €20.1 million, the impact of the 53^rd week of €16.0 million and the acquisition of Café Moka in fiscal 2009. Excluding these items, our gross profit increased by €31.4 million.

The remaining increase in our gross profit was due in part to the benefit of lower commodity costs in early fiscal 2010 prior to the escalation in commodity prices late in fiscal 2010. Our gross profit also reflects the benefit from cost savings as a result of our process improvement initiatives implemented during fiscal 2009.

These improvements in gross profit were partially offset by our net price decreases of €10.4 million during fiscal 2010 as well as a €8.3 million decrease in gross profit from lower green coffee bean sales to third parties.

Our total SG&A increased by €68.6 million in fiscal 2010. We have presented SG&A as adjusted to exclude certain expenses we believe are unrelated to our underlying business and that are excluded from our segment profitability measure. Excluding these adjustments, our SG&A increased €53.1 million. The table below presents SG&A and SG&A excluding adjustments:

The increase in our SG&A excluding adjustments of €53.1 million includes approximately €13 million related to unfavorable foreign exchange impacts. The remaining increase in our SG&A excluding adjustments of €40.1 million was primarily due to an increase in our administrative costs of €23.4 million and an increase of €13.0 million in our selling, marketing and advertising expenses. The increase in our administrative costs was due to various factors including consulting and legal fees of €6.4 million, the impact of inflation of approximately €4 million, a small increase in research and development and an additional week of expense in fiscal 2010. The increase in our selling, marketing and advertising expenses is primarily related to the launch of the L’OR EspressO capsules launch in France in April 2010.

During fiscal 2009, we incurred significant restructuring and related expenses primarily associated with costs related to the outsourcing of certain shared service functions and the optimization of manufacturing capacity in response to the global economic downturn. There were no significant restructuring costs incurred during fiscal 2010.

In addition, during fiscal 2009 we recognized a gain associated with the curtailment of our post-employment plan in the Netherlands and a gain on the sale of certain assets.

Finance income decreased primarily due to lower interest income on loans to Sara Lee during fiscal 2010 compared to fiscal 2009.

The change in finance costs is primarily due to a shift in our foreign exchange gain with €76.6 million less of foreign exchange gains in fiscal 2010. This was offset by a €105.6 million favorable movement in our foreign currency derivatives between fiscal 2009 and 2010. The foreign currency gains and losses are primarily due to intercompany loans. In addition, our interest expense decreased in connection with refinancing our borrowings at a lower interest rate.

Share of profit from associate decreased due to a decrease in Friele’s profits. During the period, Friele’s operations remained flat in comparison to 2009 while it had an increase in its interest expense.

Our effective tax rate increased to 42.8% in fiscal 2010 compared to 27.3% in fiscal 2009. The change in the effective tax rate primarily resulted from the recognition of additional tax expense of €50.8 million related to a decision in fiscal 2010 to repatriate certain income that will result in recapture taxes. It also resulted from an increase in our tax reserves of €31.7 million related to a tax claim against us in Belgium and a change in estimate associated with tax reserves recorded in prior years of €30.7 million. These increases were partially offset by a reduction in our effective tax rate due to the recognition of deferred tax assets previously not recognized.

Our business has been impacted significantly during fiscal 2011 from increasing commodity prices along with additional competition in certain of our markets.

We have continued to see a shift in our product sales from multi-serve to single-serve products. The volumes of our single-serve products have increased consistent with our launch of new products, specifically single serve capsules. This growth has been offset by a decline in sales volumes of our multi-serve products.

We have sought to protect our long-term margins by passing on our commodity price increases to the end customer. In addition, we have also continued to support brand value by investing in marketing and advertising, despite significant commodity cost increases.

The increase in sales of €71.9 million was achieved primarily through net price increases of €76.0 million and an increase of €42.0 million from a full year impact of our L’OR EspressO single-serve capsules which were launched in France in late fiscal 2010. These increases were partially offset by one less week of sales in fiscal 2011, which reduced sales by €19.1 million. The remaining decrease was primarily due to a decrease in sales volumes of multi-serve products.

The increase in sales related to pricing is due to multiple sales price increases that we implemented throughout fiscal 2011 in response to rising commodity costs. In many of our markets, sales price increases resulted in increased trade promotion activity to maintain volume growth.

Throughout the segment, we have also seen a continuing shift in sales from multi-serve to single-serve products. This shift, combined with sales price increases from rising commodity costs and increased competition, contributed to the decrease in volumes for multi-serve products during the year. The successful launch of L’OR EspressO single-serve capsules in France highlights a shift towards premiumization.

Adjusted EBIT decreased €35.2 million from fiscal 2010 to fiscal 2011. During fiscal 2011, adjusted EBIT declined due to a decrease in segment gross profit attributable to a one less week in fiscal 2011 of €8.7 million, €7.5 million due to commodity price increases of €83.5 million offset by sales price increases of €76.0 million, and a decline in multi-serve volume of €9.4 million. In addition, our adjusted EBIT was negatively impacted by an increase in our production costs. This decline in adjusted EBIT was partially offset by increased sales of our higher margin single-serve capsules.

Sales in our Retail—Western Europe segment increased €20.3 million from fiscal 2009 to fiscal 2010. Excluding the impact of the 53^rd week of sales in fiscal 2010, which increased sales €19.1 million, our sales remained consistent with fiscal 2009 with an increase of €1.2 million. This was a result of various factors including an increase in volumes and a favorable shift in product mix reduced by net price decreases from trade promotion activity.

The increase in volumes and shift in product mix primarily resulted from the launch of our L’OR EspressO single-serve capsules in April 2010. These increases were offset by an increase in trade promotions to maintain volume growth in an increasingly competitive environment.

Adjusted EBIT remained relatively stable in comparison with fiscal 2009 with a decrease of €0.7 million in fiscal 2010. This represents an improvement in our Adjusted EBIT related to favorable commodity prices in early fiscal 2010 and costs savings associated with restructuring activities completed in fiscal 2009. This was more than offset by an increase in our advertising costs primarily related to the launch of L’OR EspressO, an increase in our administrative costs and an unfavorable shift in our product mix.

Our business has been significantly impacted during fiscal 2011 from increasing commodity prices along with increased competition in our Brazilian market.

Our operations in Retail—Rest of World are concentrated in our multi-serve and instants product categories. In Asia and Australia we are concentrated in instants, with multi-serve as our primary product in the other markets.

We have sought to protect our long-term margins through sales price increases in response to the rising commodity costs along with a focus on cost control. In our Brazilian market this has been largely offset by increased trade spending, such as discounts to the consumer, in response to actions by our competitors. We have also continued to support brand value by investing in marketing and advertising, specifically in Asia and Australia where these efforts were focused on continued market growth.

We acquired Café Moka in fiscal 2009 and Café Damasco in fiscal 2011 to expand our operations in Brazil.

Sales in our Retail — Rest of World segment increased €85.4 million from fiscal 2010 to fiscal 2011. Our sales in fiscal 2011 benefited from favorable exchange rate impacts of €54.7 million and the acquisition of Café Damasco, which increased sales €20.8 million. These increases were offset by one less week of sales of €4.6 million. Excluding the impact of these items, sales increased by €14.5 million.

This increase of €14.5 million was the result of net sales price increases of €35.2 million. This resulted from price increases that were implemented throughout fiscal 2011 in response to rising commodity costs, which were partially offset by increased trade promotion activity.

These net sales price increases were offset by various factors including a decrease in volumes in all markets except Thailand and Australia. The volume decreases were most significant in Brazil where the increase in sales prices impacted our volumes more significantly due to competitive pressures. In addition, our sales decreased due to our shift in our business model in Russia and a slightly unfavorable shift in our product mix.

Adjusted EBIT increased €10.1 million from fiscal 2010 to fiscal 2011. The change in adjusted EBIT includes €5.2 million in favorable foreign currency impacts. Excluding the foreign currency impact, adjusted EBIT increased by €4.9 million due to various offsetting factors.

Our adjusted EBIT increased due to price increases of €35.2 million resulting from passing on commodity price increases to our customers. In addition, our adjusted EBIT increased due to a favorable change in our product mix to single-serve capsules and various other factors, which combined with the shift in our product mix impacted our results by €28.6 million.

This was offset by increased commodity costs of €52.7 million which were primarily the result of the market increases in prices, and an increase in marketing and advertising costs of €6.2 million. The marketing and advertising increase is primarily attributable to Brazil where we have increased our spending in response to strong competition.

Sales in the Retail—Rest of World segment increased €64.2 million from fiscal 2009 to fiscal 2010. Our sales in fiscal 2010 benefited from favorable exchange rate impacts of €50.8 million, an additional week of sales in the amount of €4.6 million, and the impact of a full year of Café Moka, which increased sales by €6.3 million.

Excluding these items, our sales remained relatively consistent with fiscal 2009 with an increase of €2.4 million. During fiscal 2010 we had increased sales volumes of our instant products in Australia and Thailand,

where we have experienced excellent market development with instants and continue to build on our premium positioning. We also benefited from a favorable shift in our product mix. These increases were almost fully offset by increased trade promotions, particularly in Brazil, in response to extensive promotional activity by our competitors.

Adjusted EBIT for the segment increased €21.7 million from fiscal 2009 to fiscal 2010. Excluding favorable foreign exchange impacts of €2.8 million, Adjusted EBIT increased €18.9 million.

During fiscal 2010, we experienced a favorable shift in our product mix that was primarily related to the higher sale of instants, which have a higher margin than our multi-serve products. In addition, we had cost savings associated with restructuring actions completed in fiscal 2009 and benefited from favorable commodity prices in early fiscal 2010.

This was partially offset by a reduction in net sales of €12.2 million due to increased trade spend in response to competitive pressures and an increase in our administrative expenses.

Out of Home is focused on being a full service provider to our customers with a focus on our liquid roast coffee products and the machines that dispense these products.

Out of Home sales are directly linked to the number of machines placed at customers, which generally result in the purchase of our multi-serve and liquid roast coffee products. During fiscal 2011, 2010 and 2009, we have seen a fluctuation in machine placement in part due to the global economic downturn. Unlike the retail segments, our volume growth in Out of Home is not easily stimulated through trade spend.

Out of Home business was impacted in fiscal 2011 by the significant increase in commodity prices. We increased our sales prices in response to these higher commodity costs, which in certain markets resulted in a shift in our product mix from liquid roast to lower margin instants products.

Sales in our Out of Home segment increased €20.6 million from fiscal 2010 to fiscal 2011 including the favorable impact of foreign currency exchange rates of €8.3 million. This was offset by one less week of sales compared to fiscal 2010, which resulted in a decrease in sales of €11.0 million.

The increase in sales, excluding the items listed above, was €23.3 million. This increase was predominantly due to sales price increases of €31.2 million that resulted from passing on higher commodity costs to customers, which was partially offset by a decline in our multi-serve and liquid roast coffee product volumes of €5.2 million. The decrease in multi-serve and liquid roast coffee was due in part to the overall weakness in the European economy, which resulted in lower sales of these products to businesses.

Adjusted EBIT increased €0.9 million in fiscal 2011, which was the result of various offsetting factors.

Our adjusted EBIT increased during the period due to sales price increases of €31.4 million along with a decrease in our cost of sales and administrative costs. These improvements were almost fully offset by an increase in our commodity prices of €43.5 million and a decline in volume of our multi-serve and liquid roast products of €6.3 million.

Sales in the Out of Home segment increased €7.9 million from fiscal 2009 to fiscal 2010. Sales in fiscal 2010 benefited from an additional week of sales in the amount of €11.0 million as well as favorable foreign currency impacts of €5.5 million. Excluding the impact of these items, our sales decreased by €8.6 million.

Our sales increased during the period by €4.0 million due to price increases and a favorable shift in our product mix from multi-serve to liquid roast coffee and instants.

However, these increases were more than offset by lower machine placements throughout the year, which resulted in a corresponding decrease in sales of coffee supplies for the machines. These lower machine placements were primarily the result of the global downturn, as fewer machines were placed in businesses, hotels and institutions.

Adjusted EBIT increased €7.2 million from fiscal 2009 to fiscal 2010. We increased our adjusted EBIT during the period through increased sales prices to customers and favorable commodity prices during early fiscal 2010. In addition, we benefited from cost savings during the period resulting from restructuring actions taken in fiscal 2009. This was offset by an unfavorable shift in our product mix and an increase in our administrative expenses.

We have historically financed our operations through cash flows generated by our operations. We have also used available cash to provide financing to Sara Lee. Except for financing transactions we expect to enter into in connection with the separation, we have not received any significant financing from Sara Lee nor have we participated in any joint borrowings or benefited from borrowings held by Sara Lee.

As of the end of fiscal 2011, we had current assets of €3.4 billion including cash and cash equivalents of €1.3 billion, receivables from Sara Lee of €1.7 billion and outstanding borrowings of €363.1 million. The receivables from Sara Lee will be settled either prior to or upon separation. As a consequence of various transactions between us and Sara Lee in connection with the separation, we expect our cash and cash equivalents to decrease to approximately € million and our outstanding indebtedness to increase to approximately € million. For additional details regarding separation-related financing transactions, please see The Separation—Separation-Related Financing, which begins on page 42.

Our principal uses of cash in the future will be to fund our operations, capital expenditures, purchase commitments and repayment of borrowings.

In connection with the separation, we will enter into a revolving credit facility to provide available borrowing to fund any short-term working capital requirements. We expect this facility to provide borrowing capacity of €750 million. We expect to finance our obligations through cash on hand, cash flow from operations and borrowings under this facility.

We believe our working capital is sufficient for our present requirements; that is, for at least twelve months following the date of this prospectus.

We monitor our liquidity in various ways including using the following cash flow metrics:

The following table summarizes the changes to cash flows from operating, investing and financing activities.

We generated cash flows from operations of €276.3 million in fiscal 2011 compared to €361.0 million in fiscal 2010. Cash generated from operations before changes in operating assets and liabilities was €472.2 million in fiscal 2011 and €470.7 million in fiscal 2010. Cash used to finance working capital increased to €195.9 million in fiscal 2011 from €109.7 million in fiscal 2010. This was primarily due to a significant increase in inventories and trade and other receivables, which was partially offset by an increase in trade and other payables and cash generated from derivative financial instruments.

These changes in working capital are all directly linked to the higher commodity costs in fiscal 2011 and a proactive extension of payments terms.

Net cash generated from investing activities decreased from €353.7 million in fiscal 2010 to €70.8 million in fiscal 2011. This change is primarily due to a higher net increase in loans provided to Sara Lee in fiscal 2010 compared to fiscal 2011, offset by cash used to finance the acquisition of Café Damasco in fiscal 2011.

We generated cash from financing activities of €345.6 million in fiscal 2011 compared to cash used in financing activities of €560.2 million in fiscal 2010. This change is almost entirely a result of a change from distributions to Sara Lee in fiscal 2010 of €563.0 million to cash transfers to us from Sara Lee of €348.0 million in fiscal 2011.

We generated cash flows from operations of €361.0 million in fiscal 2010 compared to €189.6 million in fiscal 2009. Cash generated from operations before changes in operating assets and liabilities was €470.7 million in fiscal 2010 and €459.0 million in fiscal 2009. The decrease in cash used for working capital from €269.4 million in fiscal 2009 to €109.7 million in fiscal 2010 resulted from various favorable movements including lower trade and other receivables, lower cash outflows related to derivative financial instruments, reduced pension costs, and an increase in our trade and other payables. These positive impacts were partially offset by an increase in inventories.

During fiscal 2009, we used cash for investing activities of €70.6 million compared to cash generated from investing activities of €353.7 million in fiscal 2010. The change is primarily due to loans provided to Sara Lee with a net cash outflows on loans to Sara Lee of €162.0 million in fiscal 2009 compared net cash inflows of €366.4 million in Fiscal 2010. This was partially offset by a €105.9 million decrease in interest income in fiscal 2009 and a decrease in proceeds from the sale of property, plant and equipment in fiscal 2010.

Our cash used in financing activities was €560.2 million in fiscal 2010 compared to €341.9 million in fiscal 2009. This increase in cash spent on financing activities between fiscal 2010 and 2009 is primarily due to an increase in the transfers to Sara Lee by €231.5 million. In addition, in fiscal 2009, our borrowings and associated interest payments increased more than in fiscal 2010.

The following table summarizes our future contractual obligations as of July 2, 2011. These amounts have not been adjusted to reflect the impacts of the separation, including any additional borrowings resulting from the separation.

We use customary off-balance sheet arrangements, such as operating leases, guarantees and letters of credit, to finance our business. None of these arrangements has had or is likely to have a material effect on our results of operations, financial condition or liquidity.

Our research and development teams are responsible for the technical development of coffee and tea beverage products, packaging systems and new equipment and manufacturing methods. At the core of our research and development capabilities is a team of approximately 125 professionals. Our research and development facilities are located in Utrecht, the Netherlands.

Our research and development expense for fiscal 2011, 2010 and 2009 was approximately €21 million, €18 million and €15 million, respectively. On average, approximately one-third of our research and development budget is devoted to single-serve product development, one-third to liquid roast and approximately one-third is devoted to all other categories. In addition to our investments in traditional research and development activities and in developing new manufacturing processes, we actively invest in our manufacturing facilities.

Our activities expose us to market risk associated with foreign exchange movements, commodity prices and interest rate fluctuations. All of these risks arise in the normal course of business. Our overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our performance. To mitigate the risk from interest rate, foreign currency exchange rate and commodity price fluctuations, we use various derivative financial instruments. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives.

Commodity price risk—Commodity price risk arises primarily from transactions on the world commodity markets for securing the supply of green coffee beans. Our objective is to minimize the impact of commodity price fluctuations. The commodity price risk exposure of anticipated future purchases is managed primarily using derivative futures and options. As a result of our short product business cycle, the majority of the anticipated future raw material transactions outstanding at the combined balance sheets date are expected to occur in the next year.

We only enter into commodity futures and options contracts that are traded on established, well-recognized exchanges that offer high liquidity, transparent pricing, daily cash settlement and collateralization through margin requirements.

Foreign exchange risk—We operate internationally and are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the U.S. dollar, Brazilian real, British pound, Danish krone, Hungarian forint, Swiss franc and Australian dollar against the European euro. Foreign exchange risk arises primarily from commercial transactions such as the purchase of commodities, recognized monetary assets and liabilities and net investments in foreign operations.

We use forward exchange and option contracts to reduce the effect of fluctuating foreign currencies on short-term foreign-currency-denominated intergroup transactions, third-party product-sourcing transactions, foreign-denominated investments (including subsidiary net assets) and other known foreign currency exposures. Gains and losses on the derivative instruments are intended to offset gains and losses on the associated transaction in an effort to reduce the earnings volatility resulting from fluctuating foreign currency exchange rates. Forward currency exchange contracts mature at the anticipated cash requirement date of the associated transaction, generally within 12 to 18 months. As of fiscal 2011, 2010 and 2009, we have not designated any of our foreign exchange derivatives as hedges for accounting purposes and, as a result, the change in fair value is recognized directly to the combined income statements.

We enter into derivative financial instruments to manage the exposure for virtually all foreign exchange risk derived from recorded transactions and firm commitments and anticipated transactions where the exposure is potentially significant.

Interest rate risk—We are exposed to interest price risk resulting from fixed rate borrowings and the interest cash flow risk that result from borrowing at variable rates. To manage interest rate price risk, we enter into interest rate swaps that effectively convert certain fixed-rate debt instruments into floating-rate debt instruments. Interest rate swap agreements that are effective at hedging the fair value of fixed-rate debt agreements are designated and accounted for as fair value hedges.

For additional information on the market risks above please refer to Note 3 of the combined financial statements.

The preparation of our combined financial statements in accordance with IFRS requires our management to make judgments, assumptions and estimates that affect the amounts reported in our combined financial statements. Our management bases its estimates and judgments on historical experience, current economic and industry conditions and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. If actual results differ significantly from management’s estimates, there could be a material adverse effect on our results of operations, financial condition and liquidity.

Our significant accounting policies are summarized in Note 1 to our combined financial statements. Summarized below are our accounting policies where the nature of the estimates or assumptions involved is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates and assumptions on financial condition or results of operations is material.

Corporate allocations—The combined financial statements include allocations for certain expenses historically maintained by Sara Lee, but not recorded in our accounts. Such items have been allocated to us and included in the combined financial statements based on the most relevant allocation method, primarily relative percentage of revenue or headcount. Our management believes that this basis for allocation of expenses is reasonable.

Impairment of goodwill—We perform impairment reviews by comparing the carrying value of the cash-generating unit concerned to that cash generating unit’s recoverable amount, being the higher of the value in use and fair value less costs to sell. Value in use is a valuation derived from the discounted future cash flows of the cash-generating units. The most important estimates in determining the present value of cash flows are growth rates used to calculate revenue growth and suitable discount rates in order to determine present value.

Growth rates are based on past performance, external market growth assumptions, and forecast trading conditions by our management using a combination of our business plans and growth assumptions into perpetuity reflecting expected long-term growth in the market. We determine discount rates for our respective analyses of recoverability that are appropriate for the type, size and specific countries related to each cash-generating unit.

We review these estimates at least annually as of the date of each impairment test and believe them to be appropriate. However, changes in these estimates could change the outcomes of the impairment reviews and therefore affect future financial results, the effects of which would be recognized in the combined income statement through operating profit. See Note 7 of the combined financial statements for sensitivity to these assumptions.

The carrying amount of goodwill as of fiscal 2011, 2010, and 2009 was €182.8 million, €163.4 million, and €157.2 million, respectively.

Sales recognition and incentives—Sales are recognized when title and risk of loss pass to the customer. We have a variety of sales incentives, including customer loyalty programs, which are offered to resellers and/or consumers of our products. Measuring the fair value of these incentives requires, in many cases, estimating future customer utilization, redemption rates and relative fair value. These incentives include coupons that have prescribed value, but where estimated customer utilization and redemption rates is required. Historical data for similar transactions is used in estimating the fair value of incentive programs. These estimates are reviewed each period and adjusted based upon actual experience and other available information. Additionally, we have a significant number of trade incentive programs and other factors outside of our control that impact the ultimate cost of these incentives. Any significant change in these estimates could potentially have a material impact on sales and profits.

Defined benefit plans and other post-employment benefits—We sponsor defined benefit plans and provide other post-employment benefits. Assumptions are an important element in the actuarial methods that are used to measure the expense and obligations relative to employee benefits. The assumptions utilized include life expectancy, inflation, payroll increase, health-care trends, discount rate and expected return on plan assets. Any change in these assumptions could potentially result in a significant change to the pension assets, commitments and pension costs in future periods.

Sensitivity to changes in individual parameters used in fiscal 2011 can be estimated as follows:

Income taxes—Due to the inherent complexities arising from the nature of our business, and from conducting business and being taxed in a substantial number of jurisdictions, significant judgments and estimates are required to be made for income taxes. We compute income tax expense for each of the jurisdictions in which we operate. However, actual amounts of income tax due only become final upon filing and acceptance of the tax return by relevant authorities, which may not occur for several years subsequent to the date of our combined financial statements.

The estimation of income taxes also includes evaluating the recoverability of deferred income tax assets based on an assessment of the ability to use the underlying future tax deductions against future taxable income before they expire. This assessment is based upon existing tax laws and estimates of future taxable income. To the extent estimates differ from the final tax return, earnings may be affected in a subsequent period.

Restructuring provisions—We record a provision for restructuring costs when a detailed formal plan for the restructuring has been determined and the plan has been communicated to the parties that may be affected by it. The provision is based on a number of assumptions including the timing of the payments and the number of employees that will ultimately receive the termination benefits. A change in these assumptions may result in a significant change in the liability in future periods. Adjustments to previously recorded charges resulting from a change in estimate are recognized in the period in which the change is identified. Changes in estimates for fiscal 2011, 2010 and 2009 were a decrease of €9.8 million, a decrease of €8.4 million, and an increase of €0.5 million, respectively. These changes primarily resulted from the completion of termination actions for amounts more favorable than originally estimated and from the forfeiture of termination benefits by certain employees who elected to voluntarily end their employment.

Legal provision—We are involved in certain litigation and other legal proceedings. These claims involve highly complex issues, actual damages and other matters. These issues are subject to substantial uncertainties and, therefore, the probability of loss and an estimation of damages are difficult to ascertain.

These assessments can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. Our assessments are based on estimates and assumptions that have been deemed reasonable by management. We recognize a liability for contingencies when it is more likely than not that we will sustain a loss and the amount can be estimated. A change in these estimates could result in a significant impact on our future results.

The following are descriptions of new standards, amendments and interpretations of IFRS that have been issued but are not yet effective for us. We are in the process of assessing whether there will be any significant changes to our combined financial statements upon adoption of these standards.

IAS 24, Related Party Disclosures, was amended in November 2009 for annual periods beginning on or after 1 January 2011, with earlier application permitted. The revisions simplify the disclosure requirements for government-related entities and clarify the definition of a related party.

IFRIC 13, Customer Loyalty Programmes, paragraph AG2 was amended in May 2010 to update what is considered when measuring the fair value of an award. The amendments are effective for annual periods beginning on or after January 1, 2011, with earlier application permitted.

IFRS 10, Consolidated Financial Statements, which we refer to as IFRS 10, issued in May 2011, supersedes IAS 27 (Revised 2008), Consolidated and Separate Financial Statements and Standing Interpretations Committee 12, Consolidation—Entities. The standard defines the principle of control, establishes control as the basis for determining which entities are consolidated in the combined financial statements and identifies the following three elements of control:

This standard is effective for annual periods beginning on or after January 1, 2013.

IAS 27 (Revised 2011), Separate Financial Statements, issued in May 2011, supersedes IAS 27, Consolidated and Separate Financial Statements in conjunction with IFRS 10. The standard prescribes the accounting and disclosure requirements for investments in subsidiaries, joint ventures, and associates when separate financial statements are prepared. This standard is effective for annual periods beginning on or after January 1, 2013.

IFRS 11, Joint Arrangements, which we refer to as IFRS 11, issued in May 2011, supersedes IAS 31, Interests in Joint Ventures and SIC-13, Jointly Controlled Entities—Non-Monetary Contributions by Venturers. The standard establishes principles for financial reporting by entities that have interests in joint arrangements. A joint arrangement is defined as an arrangement where two or more parties have joint control and, based on the rights and obligations of the parties to the arrangement, is classified as either of the following:

This standard is effective for annual periods beginning on or after January 1, 2013.

IAS 28 (Revised 2011), Investments in Associates and Joint Ventures, issued May 2011, supersedes IAS 28, Investments in Associates (as revised in 2003 and amended in 2010). The standard prescribes the accounting for investments in associates and establishes the requirements for applying the equity method when accounting for investments in associates and joint ventures.

This standard is effective for annual periods beginning on or after January 1, 2013.

IFRS 12, Disclosure of Interests in Other Entities, (“IFRS 12”) issued in May 2011 establishes disclosure objectives according to which entities disclose information about the significant judgments and assumptions used in determining:

This standard is effective for annual periods beginning on or after January 1, 2013.

IFRS 13, Fair Value Measurement, issued in May 2011, establishes common requirements for measuring fair value and for disclosing information about fair value measurements. The standard defines fair value, sets out a single IFRS for measuring fair value, and provides required fair value disclosures. This standard is effective for annual periods beginning on or after January 1, 2013, with earlier adoption permitted.

IAS 19, Employee Benefits, was amended in June 2011 for annual reporting periods beginning on or after 1 January 2013, with early adoption permitted. The amendments require the calculation of finance costs on a net funding basis.

IFRS 9, Financial Instruments, which we refer to as IFRS 9, was issued in November 2009 as the first step in the project to replace IAS 39, Financial Instruments: Recognition and Measurement, which we refer to as IAS 39. The standard introduces new requirements for classifying and measuring financial instruments, including:

This standard is effective for annual periods beginning on or after January 1, 2015, with earlier adoption permitted.

The future accounting standards for IFRS 9, IFRS 10, IFRS 11, IFRS 12, IFRS 13 and IAS 19 as amended, are not yet endorsed by the European Union.

In the past decade, the coffee industry has seen growth from both the value and premium sectors as coffee consumption increased globally. Recently in developed countries, however, the primary growth in the coffee industry has come from the premium coffee category, including demand for single-serve coffee. We believe that this growth has been driven by the wider availability of high-quality coffee, the emergence of upscale coffee shops throughout the world and the general level of consumer knowledge of, and appreciation for, coffee quality and variety. According to J.P. Morgan Cazenove, in Western Europe, single-serve coffee, which now accounts for approximately 25% of the market, has been the source of a significant amount of the growth in the coffee market in the recent past. In emerging market and coffee producing countries, coffee consumption has steadily increased over the past decade. P&A Marketing International, which we refer to as P&A, has predicted that by 2020, emerging market and coffee producing countries will account for more than 50% of all coffee consumed globally. Of these countries, Brazil is currently the largest coffee consumer. Coffee consumption in Brazil has increased by approximately 43% in the past decade and the country now accounts for approximately 60% of the Latin American coffee market, according to the Brazilian Coffee Industry Association and J.P. Morgan Cazenove. P&A believes that approximately 85% of the coffee consumption increase between now and 2020 will come from Brazil and other coffee producing countries and emerging markets. Given these trends, we believe that, in order to successfully compete in the global coffee industry in the future, we must be able to capitalize on the growth in both the premium coffee market and in emerging market countries.

The global tea industry has also increased significantly in value over the past decade, but much of the growth has not come from new or developing tea markets. Rather, traditional tea drinking countries like Russia, China and India continue to drive most of the growth in the tea industry, according to Euromonitor International Ltd, which we refer to as Euromonitor. In Europe, we believe that growth in the tea industry will come from premium, healthy teas. In order to continue to compete in the global tea industry, we must be able to offer high-quality, premium tea in traditional flavors, as well as in newer concepts, formats and varieties that appeal to consumers.

The most significant cost item in the production of coffee products is the price of green coffee beans, which are purchased from trade houses, cooperatives and farmers in various countries. Most coffee companies purchase both Arabica coffee beans and Robusta coffee beans for use in the blending and roasting processes to create different types of coffee products. Brazil is the largest global producer of Arabica coffee, while Vietnam is the world leader in Robusta production.

Purchasing green coffee is a complex undertaking that involves market research, maintaining close contact with existing suppliers, identifying and selecting potential suppliers and coffee types required to produce blends, as well as negotiating and agreeing on purchase terms with suppliers. The price of green coffee is subject to fluctuations based upon speculation in the commodities markets, weather, seasonal fluctuations, real or perceived shortages, pest or other crop damage, land usage, the political climate in the producing nations, competitive pressures, labor actions, currency fluctuations, armed conflict and government actions, including treaties and trade controls by or between coffee producing nations. In addition, certain types of premium or sustainable coffees sell at a premium to other green coffees due to the inability of producers to increase supply in the short run to meet rising demand. As consumers and certain customers become increasingly interested in purchasing sustainable or fair trade coffee, more coffee companies are seeking to purchase larger quantities of certified sustainable or fair trade green coffee. Because the supply of coffee certifiable as sustainable or fair trade is limited, the cost of acquiring such coffee may increase significantly in the future and coffee producers could experience difficulty producing adequate quantities to meet the increased demand.

Fiscal 2011 saw a significant increase in the price of green coffee. In fiscal 2011, the price of green coffee increased by more than 50% over the prior year, reaching its highest level since 1997. After a downwards correction in the first half of fiscal 2012, prices are expected to remain volatile for the foreseeable future. To combat the substantial price increases in fiscal 2011, and the volatility in the green coffee commodities market

generally, many coffee companies, including us, have employed certain hedging mechanisms, such as futures or options, to lock in prices for future deliveries of green coffee. In addition, we, along with many of our competitors, occasionally raise prices to our retail customers to offset increases in our cost of goods.

In connection with the rising commodity prices over the past several years, our retail and Out of Home customers have exhibited price sensitivity. In our retail segments, where we sell our products to retail outlets, we believe this has been a response to weakened consumer confidence as global economic conditions have worsened. Consumer confidence levels remained weak in fiscal year 2011 and consumers are expected to remain price-conscious in fiscal 2012. In the Out of Home segment, where the customer is typically a business, hospital or hotel, we believe customer price sensitivity has been a result of efforts to reduce overhead costs. In some markets, price sensitivity has made it difficult to increase prices to cover increased green coffee costs.

Within our Retail—Western Europe and our Retail—Rest of World segments, our principal products are multi-serve coffee, single-serve coffee pads and capsules, instant coffee and tea. We sell these products predominantly to supermarkets, hypermarkets and through international buying groups. In our Out of Home segment, we offer a full range of hot beverage products but focus on our liquid roast products and related coffee machines. Our products and the related machines in the Out of Home segment are sold either directly to businesses, hotels, hospitals and restaurants or to foodservice distributors for distribution to the customer.

The roots of our company go back to 1753 in Joure, the Netherlands, when the Douwe Egberts brand was founded as a grocery business and grew to specialize in coffee and tea. In 1948, Douwe Egberts expanded its business and began exporting its products to other European countries. Sara Lee acquired the Douwe Egberts business through a series of investments beginning in 1978. As part of Sara Lee, the company expanded its geographic reach and increased its focus on innovation. In 1998, the company entered the Brazilian coffee market through a series of acquisitions, most recently Café Moka in 2008 and Café Damasco in 2010. We started to aggressively grow the Cafitesse proprietary liquid coffee systems for the foodservice industry in the 1990s and introduced the Senseo single-serve coffee system in partnership with Philips in 2001. In 2010, the company launched the L’OR EspressO capsules compatible with the Nespresso^® single-serve system.

Douwe Egberts is our largest and most established brand in the multi-serve category. With more than 250 years of experience in the coffee and tea industry, Douwe Egberts is the best-selling coffee brand in the Netherlands and Belgium and also has solid market positions in the United Kingdom and Hungary. In addition to Douwe Egberts, our multi-serve coffee is sold under the following brands: L’OR and Maison du Café in France, Marcilla in Spain, Merrild in Denmark, Harris in Australia, Kanis & Gunnink in the Netherlands, Jacqmotte in Belgium, Prima in Poland, and Pilão, Caboclo, Damasco and Moka in Brazil. Our single-serve coffee is sold under the brand name Senseo which is generally co-branded, such as Douwe Egberts Senseo and L’OR Senseo, in the Netherlands, Belgium, France, Germany, Spain and select other countries. In April 2010, we launched the L’OR EspressO capsules brand in France, and L’OR EspressO has subsequently been successfully launched in the Netherlands and Belgium. In May 2011, we successfully launched our capsules brand in Spain as L’aRôme EspressO. Our instant coffee is primarily sold under the Moccona brand in Australia and Thailand, under the Douwe Egberts brand in the United Kingdom and under local brands in certain of our markets. Our tea is sold under the brand names Pickwick in the Netherlands, Belgium, the Czech Republic, Hungary and Denmark and Hornimans in Spain. Our Out of Home segment primarily operates under the Cafitesse umbrella brand, which is principally co-branded Douwe Egberts Cafitesse, for our liquid roast coffee products and machines and under our Piazza D’Oro brand for premium espresso products and machines.

Strong Management Team. Our company has a centuries-long rich tradition in the coffee and tea industry and over the course of our long history, our organization has developed superior coffee expertise. We believe this gives us a competitive advantage throughout the entire coffee value chain and in particular in coffee blending, coffee and tea sourcing and developing technological innovations that will enhance the coffee experience for our consumers. In connection with our separation from Sara Lee, we have hired new management with experience outside the coffee and tea industry who have extensive experience expanding businesses in existing consumer markets and into new consumer markets. These individuals bring a strong track record of managerial and marketing capabilities to the company. We believe that the combination of our coffee and tea industry experience and employee expertise with our growth driven management will be a powerful combination for the company.

In our Retail—Western Europe segment, we have been active in four categories: multi-serve, single-serve, instant and tea, for the past three fiscal years. In addition, the cafés we operate in the Netherlands following our acquisition of CoffeeCompany report through our Retail—Western Europe segment. Our multi-serve coffee is principally sold under the following brands: Douwe Egberts in the Netherlands, Belgium and the United Kingdom, L’OR and Maison du Café in France, Marcilla in Spain, Merrild in Denmark, Kanis & Gunnink in the Netherlands and Jacqmotte in Belgium. Our single-serve coffee is principally sold under the brand names Senseo which is generally co-branded, such as Douwe Egberts Senseo and L’OR Senseo, in the Netherlands, Belgium, France, Germany, Spain and select other countries, L’OR EspressO in France, the Netherlands and Belgium and L’aRôme EspressO in Spain. Our instant coffee is sold under the Douwe Egberts brand in United Kingdom and under local brands in certain of our Western European markets. Our tea is sold under the brand names Pickwick in the Netherlands, Belgium and Denmark and Hornimans in Spain. Retail—Western Europe covers the following countries: the Netherlands, Belgium, France, Denmark, Greece, Germany, the United Kingdom and Spain.

In our Retail—Rest of World segment, we have also been active in four categories: multi-serve, single-serve, instant and tea, for the past three fiscal years. Our multi-serve coffee is principally sold under the following brands: Pilão, Caboclo, Damasco and Moka in Brazil, Harris in Australia and Prima in Poland. Our single-serve coffee is sold in Brazil under the Senseo brand name, co-branded as Pilão Senseo. Our instant coffee is primarily sold under the Moccona brand in Australia and Thailand. Our tea is sold under the brand name Pickwick in the Czech Republic and Hungary. Retail—Rest of World covers the following countries: Brazil, Hungary, the Czech Republic, Poland, Australia, Thailand and Russia.

For the past three fiscal years, our Out of Home segment has been concentrated in the Netherlands and has provided liquid roast coffee products and the machines that dispense these products, as well as multi-serve coffee, instant coffee and tea and related products, to businesses, hospitals, hotels and restaurants worldwide. Approximately half of our Out of Home sales are made directly to such customers, while we also work with

distributors who distribute our products to the customer in certain markets. Through our Cafitesse umbrella brand, we offer a line of products to be used in the liquid roast machines that we sell, lease or provide free of charge to our customers. Additionally, through our Piazza D’Oro brand we offer premium espresso coffee products and machines. We develop the proprietary coffee machines in house and employ suppliers to produce the machines. We also employ service technicians in most of our major markets who we train to service our machines in the field. According to Euromonitor, in 2011, we were the largest supplier by volume of coffee for the out of home market in the Netherlands, Denmark and Belgium. Based on internal estimates and analysis, we estimate that we serve approximately 80% of the worldwide liquid roast market, based on number of cups consumed. As of December 31, 2011, we operated over 251,000 Cafitesse liquid roast machines in businesses, hospitals, hotels and restaurants in our markets. On October 24, 2011, Sara Lee entered into an asset purchase agreement with the J.M. Smucker Company, which we refer to as Smucker’s, in connection with its sale to Smucker’s of its liquid coffee business in the United States, Canada, Mexico, and most of the Caribbean. Under the terms of this agreement, we agreed not to engage in the business of manufacturing, marketing, selling or distributing liquid coffee concentrate products in the out of home channel in such territories for ten years.

Our research and development teams are responsible for the technical development of our coffee and tea products, packaging systems and new equipment and manufacturing methods. The research and development department works with the legal team to protect our innovations through patents and trademarks, where possible, and to ensure compliance with applicable regulations. Our teams adapt technological innovations to existing product lines and new product introductions. We strive for innovation across all product categories and devote significant resources to each segment.

In our Out of Home segment, we are the leader in liquid roast technology. We develop and produce our proprietary liquid roast coffee products and the technology for our proprietary liquid roast coffee machines in-house. We are constantly innovating in this category and previously announced that we have developed ambient liquid roast coffee that will allow our customers to store this coffee prior to use at room temperature, eliminating the need for frozen storage. This new product was released in the Netherlands and Germany in fiscal 2012.

Our research and development product teams also work closely with our marketing, supply chain and procurement teams in identifying trends, developing new products and modifying existing products for all of our product lines, enabling us to quickly and efficiently respond to changing consumer needs. The research and development department is also integral to the launch of new products where they work with marketing to ensure a smooth product launch. An example of this collaboration was the development and launch of the L’OR EspressO product line in France in April 2010, which consists of proprietary L’OR EspressO capsules compatible with the Nespresso^® single-serve system. Our multidisciplinary development approach has led to proprietary capsule technology which, together with innovative manufacturing technology, is the basis for our high quality L’OR EspressO and L’aRôme EspressO products. Less than two years after its inception, the L’OR EspressO and L’aRôme EspressO product line now consists of more than fifteen different product variants, with aggregate revenues from sales of these products exceeding €50 million in the first six months of fiscal 2012 in France, the Netherlands, Belgium and Spain. Further research and development has also resulted in the addition of various Espresso and Lungo ranges to our capsule product lines.

Additionally, we conduct research and development with partners in certain ventures. Our most significant development partner is Philips. We currently have a contract with Philips under which we jointly developed the Senseo single-serve coffee system. We continue to collaborate with Philips on innovations to that product line, including the ongoing development of new Senseo machine designs to appeal to a range of customer tastes. Our current development agreement with Philips was renegotiated in 2009 and is set to expire in 2016. In January 2012 we entered into a memorandum of understanding with Philips under which we agree to terminate our current agreement and establish new partnership principles to govern any future collaborative efforts between

Philips and ourselves pertaining to coffee systems until 2020. We also collaborate on a limited basis with certain national and international coffee trade associations in an effort to promote the beneficial effects of coffee consumption and support external research by universities to study these effects.

At the core of our research and development capabilities is a team of approximately 125 employees. Our research and development facilities are located in Utrecht, the Netherlands.

Spending on research and development for fiscal 2011, 2010 and 2009 was approximately €21 million, €18 million and €15 million, respectively. On average, approximately one-third of our research and development budget is devoted to single-serve product development, one-third to liquid roast and approximately one-third is devoted to all other categories. In addition to our investments in traditional research and development activities and in developing new manufacturing processes, we actively invest in our manufacturing facilities.

Our global marketing team is organized around six categories: multi-serve, single-serve pads, portioned espresso capsules, instant, liquid roast coffee and tea. In our retail segments, our national marketing teams work closely with our global team and our research and development team to ensure that we present a consistent message for each brand that effectively conveys the attributes of our brands. The national marketing personnel then work closely with their key retail channel entities on product plans, placement and initiatives, marketing programs and other product sales support. In the tea category, our marketing team both works directly with our retail customers to design and implement in-store promotional activities and uses television commercials and print and internet advertisements to target specific audiences. In our Out of Home segment, our goal is to understand the customers’ needs and build a tailored proposition specifically for each customer. For example, for a hotel customer we could offer a liquid coffee system for their high volume conference needs, as well as instant, multi-serve or single-serve coffee for their in-room needs. Our goal is to synergize our marketing and sales departments in both retail and out of home to create a clear message in each of our categories and to emphasize our premium products and brands.

In fiscal 2011, approximately 65% of our sales were derived from Western Europe, 21% from South America, 5% from Central and Eastern Europe and 8% from Asia/Pacific. In fiscal 2011, approximately 43% of our sales came from our Retail—Western Europe segment, approximately 25% of our sales came from our Retail—Rest of World segment and approximately 24% of our sales came from our Out of Home segment. In our retail segments we sell directly to food and beverage retailers as well as to wholesalers. In our Out of Home segment we sell directly to businesses, hospitals, hotels and restaurants as well as to third party distributors who distribute our products to customers in certain markets.

In our retail segments, our largest customers are large supermarket retailers and international buying groups, which are composed of regional supermarket retailers that join together to increase their purchasing leverage. In our Retail—Western Europe segment, our three largest customers are Carrefour, Coopernic (an international buying group) and EMD (an international buying group), which represented an aggregate of approximately 16% of the company’s sales in fiscal 2011. In our Retail—Rest of World segment, our three largest customers accounted for an aggregate of approximately 3% of our sales in fiscal 2011. With certain of our large international supermarket customers and with our buying group customers, we sign overarching international contracts with an average length of two years, as well as annual contracts on the national or individual level.

In the Out of Home segment, we sell our liquid roast products and equipment directly to businesses, hospitals, hotels and restaurants as well as to third party distributors who then distribute our products to customers. No single customer has accounted for more than 5% of our Out of Home sales in any of the past three years. Our Out of Home customer contracts are generally for terms of three or more years with pricing terms that are reviewed at least annually, and we have long-term relationships with many of our customers. We have long-term contracts with our third party distributors with pricing terms that are reviewed annually.

Our operations group manages our integrated supply chain for our European operations from our headquarters in Utrecht, the Netherlands in close collaboration with Decotrade GmbH in Zug, Switzerland and Decotrade do Brasil in Santos, Brazil, the green coffee and tea procurement arms of our business. Our operations in Brazil, Australia and Thailand are managed autonomously by our operations groups in those countries in collaboration with Decotrade do Brasil, using principles and processes similar to those described below. Our instant coffee sold in Australia is supplied from our European operations.

Our primary commodity is green coffee. We buy both Arabica and Robusta coffee beans for use in different regional markets and blends across our product lines. Decotrade GmbH buys coffee from multiple coffee-producing regions around the world both on the coffee markets and on a negotiated basis. Decotrade do Brasil buys coffee in Brazil through direct relationships with cooperatives, cooperative groups, farms and estates to meet our domestic coffee needs in the large and growing Brazilian market. Additionally, in recent years, Decotrade do Brasil has bought and sorted green coffee to sell to Decotrade GmbH as well as to third parties, including competitor coffee companies and coffee traders. In future periods, we intend to significantly reduce the amount of green coffee that we buy for sorting and resale to third parties.

The supply and price of green coffee are subject to fluctuations. Supply and price of all coffee grades are affected by multiple factors, such as speculation in the commodities markets, weather, seasonal fluctuations, real or perceived shortages, pest or other crop damage, land usage, the political climate in the producing nations, competitive pressures, labor actions, currency fluctuations, armed conflict and government actions, including treaties and trade controls by or between coffee producing nations. Cyclical swings in commodity markets are common and the most recent years have been especially volatile for both the “C” price of coffee (the price for Arabica coffee quoted by the Intercontinental Exchange in New York) and the “Liffe” price of coffee (the price for Robusta coffee quoted by the Exchange in London).

Both Arabica and Robusta Coffee prices increased significantly during fiscal 2011. After a downwards correction in the first half of fiscal 2012, we expect that coffee prices will remain volatile for the foreseeable future. We buy Arabica and Robusta coffees which are traded at a premium or discount to the New York “ICE” and London “Liffe” price quotations, reflecting their intrinsic quality value and availability. Premiums and discounts are subject to significant variations.

Green coffee price increases impact our business by increasing our costs to make our coffee products and we are often not able to increase our prices to our customers concurrently with increases in green coffee prices. Decreases in the price of green coffee impact our business by creating pressure to decrease our sales prices. Because of the volatility in the price of green coffee, we employ hedging mechanisms to lock in prices for future green coffee deliveries, consistent with our overall risk management program. Since coffee trades on a U.S. dollar basis and we make our sales principally in euros, we also employ currency hedges to manage our currency risks. Our hedging strategies are principally focused on obtaining price stability and mitigating market risk.

Customers and consumers have become increasingly interested in purchasing certified sustainable coffee. To meet that demand, we expect to purchase certified sustainable coffee representing 20% of our annual coffee volume by 2015, which would significantly increase our sustainable green coffee purchases. Certain of our competitors have announced similar plans to purchase a significant amount of sustainable coffee. Because the supply of coffee certifiable as sustainable is limited, the cost of acquiring such coffee may increase significantly.

We purchase our tea requirements (black and green teas) directly from numerous importers and growers in Asia and Africa. Unlike in the coffee market, no regulated futures markets exist for the tea market. This means that we do not employ derivative tools for tea price risk mitigation. Unlike our recent experience in the green coffee market, the tea market has not been subject to significant volatility in recent years. The average annual

price volatility range over the past several years has been approximately 20% and varies from region to region and from quality segment to quality segment. As the international tea business also trades on a U.S. dollar basis, the company faces the same currency exposure as for green coffee and we employ a similar currency hedging strategy.

Our manufacturing units are responsible for the production of our coffee and tea products and packaging. The manufacturing units receive forecasts from our marketing and sales teams and use these forecasts to make optimal production plans to manufacture the required end-products and send them to the appropriate country warehouse for ultimate distribution to the customer. We own manufacturing facilities in the Netherlands, Belgium, France, Hungary, Spain, Greece, Poland, Thailand and Brazil, and we lease manufacturing facilities in Australia and Spain. Because of the significant variation in the packaging of our diverse product lines, our manufacturing facilities are typically designed to handle a specific type of packaging, as well as production of certain coffee products. For example, our Senseo coffee pads are produced in our Grimbergen, Belgium and Utrecht, the Netherlands facilities, while we manufacture all of our L’OR EspressO capsules in Andrézieux, France. Our tea products are produced in Joure, the Netherlands and Budapest, Hungary. Historically, our liquid roast and instant coffee products were produced at facilities in Joure, the Netherlands and Virginia, United States. The facility in Virginia was sold as part of Sara Lee’s sale of its North American foodservice business to Smucker’s, and these products are now produced at a single site in Joure. In fiscal 2010 and 2011, we made significant investments in certain of our manufacturing facilities to improve our blending and production capabilities. Many of our manufacturing facilities meet the standards of the International Organization for Standardization, an international industrial and commercial standard-setting body.

Our integrated supply chain, combined with our enterprise resource planning software capabilities, and steered by our standardized sales and operation planning (S&OP) process, enables us to have available sufficient quantities of desired finished products while minimizing our inventory stocks throughout the supply chain.

The supply chain is triggered by the demand for products from each of the countries in which we operate. The monthly S&OP consensus forecast is submitted by the marketing and sales units in each country directly to the factories, and the aggregate of these forecasts is used as the basis for our production planning. Because there is full stock transparency in our supply chain, factories can optimize their production planning, while ensuring service levels. The current flexibility in the factories makes it possible to produce the required amount of finished product for the high demand SKUs representing approximately 75% of our total sales volume on a weekly basis.

Decotrade translates these forecasts, together with its mid-term and long-term forecasts, into purchasing orders for the different types and qualities of green coffee and tea needed. To assist Decotrade in this process, we employ a proprietary algorithm that works with our flex-blending system to systematically adjust recipes and blending requirements according to customer and manufacturing unit needs and the current prices and availability of various types of green coffee.

Before purchase and before shipment, green coffee and tea samples are taken in the source country and sent to Decotrade for testing to ensure that the coffee or tea is of the expected type and quality. Typically, we then take possession of green coffee and tea meeting our requirements at the point of shipment. The raw materials are shipped to us via either our central hub in Antwerp, Belgium or our hub in Hamburg, Germany. Our third party hub managers process the shipments of green coffee and tea and coordinate delivery of the raw material shipments to the appropriate factories for further processing. Finished products are sent directly to warehouses in each country in which we sell our products. These warehouses are leased and managed for us by third party warehousing service providers. We sign three year contracts with these service providers, with whom we typically have long-term relationships.

Our country supply chain organizations support our marketing and sales units with a goal of achieving maximum product availability while minimizing our inventory stock. Our country supply chain organizations also take care of the full “order to cash” cycle, including the delivery of the products to our customers. Additionally, our country supply chain manages our relationship with our logistics service providers, to which we have outsourced storage and transport of finished products and raw materials.

We principally distribute our multi-serve, single-serve, instant and tea products in our Retail—Western Europe segment directly to our retail customers through supply contracts that we sign with individual retail customers or with buying groups that are generally composed of regional retailers. We also employ wholesalers on a limited basis to distribute our products in certain areas where our retail customers are less geographically concentrated. In the Retail—Rest of World segment, we distribute our products both directly to the major supermarket retailers, as well as to wholesalers and distributors who assist us in getting our products into smaller, independent retailers. Our retail contracts with individual retail customers are typically for one year, while our contracts with buying groups are generally for one or two years. We have long-term contracts with our wholesale customers with pricing terms that are reviewed annually.

In our Out of Home segment, we sell our Cafitesse liquid roast products, multi-serve and instant coffees directly to businesses, hospitals, hotels and restaurants. Approximately half of our sales are made via direct sale to the customer. We provide free of charge, sell or lease our Cafitesse machines to customers and then provide the customers with their liquid coffee requirements for use in the machines. We also sell service contracts for the coffee machines, which provide timely customer service via our own service engineers or third party service engineers in certain geographic markets. Additionally, we contract with distributors to sell our products to customers. We have long-term contracts with our third party distributors with pricing terms that are reviewed annually.

The coffee and tea industry in which we operate is highly competitive, with an emphasis on product quality and taste, price, reputation, brand differentiation, variety of product offerings, advertising, product packaging and package design, supermarket and grocery shelf space and alternative distribution channels. We compete with other large international and national coffee and tea companies as well as smaller regional and specialty coffee and tea companies, private label coffee and tea brands and hard discounters. Consumer preferences as to the blend or flavor and convenience of purchases continue to change, with differing preferences around the world.

We are the third largest global coffee company by coffee volume. Our largest competitors are Nestlé S.A., Kraft Foods, Inc. and private label producers. We also compete against Tchibo GmbH, Strauss Group Ltd. and a range of other local competitors in most countries where we have a presence. Our largest tea competitor in our markets is Unilever. Our major global competitors in our Out of Home segment are Kraft Foods, Inc. and Nestlé S.A. In the Netherlands, our Out of Home brands compete against Autobar Group and Maas International, and in each of our Out of Home markets we compete against many small competitors.

We expect competition in coffee and tea to remain intense, both within our existing customer base and as we expand into new countries and regions in the future. In the coffee and tea industry, we compete primarily by providing high-quality, premium coffee and tea, including a full range of coffee products across all subcategories of the coffee industry, easy access to our products through retail and out of home outlets and superior consumer insight. We also believe that the strength of our brands and our diverse product offering sets us apart from our competitors because we offer a wide array of coffee and tea products from well-known and trusted brands with impressive market penetration. While we believe we currently compete favorably with respect to all of these factors, there can be no assurance that we will be able to compete successfully in the future.

Historically, we have not experienced significant seasonal variations in our total sales.

We market our products under hundreds of trademarks, service marks and trade names in Europe and in other countries in our markets, the most widely-recognized being Douwe Egberts, Senseo, Maison du Café, Marcilla, Merrild, L’OR, Pickwick, Pilão, Hornimans, Moccona and Cafitesse. We also benefit from our portfolio of patents, registered designs, copyrights, know-how and domain names. Specifically, we have patent positions protecting our products and technologies for key product categories in single-serve, portioned espresso, and out of home coffee, including liquid coffee. We also license certain intellectual property from third-parties and to third parties. Our business is not dependent on any one patent, although the loss of certain trademarks could have a material adverse effect on our business. We use all appropriate efforts to protect our brands, trademarks, and technologies.

Though laws vary by jurisdiction, trademarks generally remain valid as long as they are in use and/or their registrations are properly maintained and have not been found to have become generic or otherwise are successfully challenged by third parties. Most of the trademarks in our portfolio, including all of our core brands, are covered by trademark registrations in the countries of the world in which we do business. Trademark registrations generally can be renewed indefinitely as long as the trademarks are in use. We actively register, renew, protect and maintain our core trademarks. However, trademark registrations for the Douwe Egberts brand in certain countries in the Middle East are held on our behalf by another party with whom we are currently in a dispute. We plan to continue to use all of our core trademarks and plan to renew the registrations for such trademarks for as long as we continue to use them.

Our contracts with Philips are material to our business. We currently have a cooperation agreement with Philips on the Senseo coffee pad system, but under the terms of a memorandum of understanding into which we entered with Philips on January 26, 2012, our current cooperation agreement will terminate and the terms of our future cooperation with Philips will change.

Under the terms of our current cooperation agreement with Philips, we work together with Philips on an exclusive basis with respect to the development, manufacturing, sale and distribution of the Senseo coffee pad system. Philips and Sara Lee co-own the intellectual property rights (excluding trademarks) with respect to the Senseo coffee pad system. We own the Senseo trademark with respect to coffee pads, other food and ancillary products and Philips owns the Senseo trademark with respect to Senseo coffee machines and machine accessories. For each country in which we jointly market the Senseo coffee system, we are responsible for the development, manufacture and sale of Senseo pads and ancillary products and Philips is responsible for the development, manufacture and sale of Senseo machines and machine accessories. Philips receives a royalty for each Senseo coffee pad we sell. Our current cooperation agreement was signed in 2000, renegotiated in 2009 and is set to expire in 2016. Beginning in 2016, it would be automatically renewed for an indefinite period of time unless terminated by either party taking into account a 12-month notice period.

Under the terms of our new memorandum of understanding, entered into with Philips on January 26, 2012, we will redefine our relationship with Philips in several significant respects. We agreed (1) to terminate our current cooperation agreement regarding the Senseo coffee pad system against payment of a one-off termination fee, (2) that Philips will transfer to us all its rights, title and interest in the Senseo trademark against payment of a one-off trademark transfer fee, and (3) to enter into a new partnership agreement with Philips, pursuant to which Philips will be our exclusive appliance partner for new coffee systems to be developed under the trademark Senseo, to be sold and marketed by Philips under our license of the Senseo trademark to Philips. Any coffee system development agreement will be consistent with certain partnership principles. One of the coffee system agreements will be the Senseo coffee pad system agreement. Once entered into, the new partnership agreement

and the new Senseo coffee pad system agreement will become effective as of January 1, 2012 and the new partnership agreement will expire on December 31, 2020. Under the new coffee system development agreements and the underlying partnership agreement, each party will be responsible for its own profits and losses, and we will no longer be obliged to pay to Philips any royalty payments.

On January 3, 2012, Sara Lee entered into a license and services agreement with JMS Foodservice, LLC, an affiliate of Smucker’s, which we refer as JMS, in connection with the sale of our liquid coffee products to JMS. Under the terms of this agreement and the related sale of assets, it is anticipated that we will assume the rights and obligations of Sara Lee pursuant to the license and services agreement upon consummation of the distribution and merger. The licenses granted under such agreement apply to the United States, Canada, Mexico, and most of the Caribbean, and relate to JMS commercializing our liquid coffee products and technology in such territory. Under the agreement, we granted to JMS non-exclusive licenses to our existing technology used in the manufacturing, dispensing, or packaging of our coffee business, exclusive licenses to our future technology used in the manufacturing, dispensing or packaging of our coffee business and exclusive, royalty-free licenses in and to certain of our trademarks, including the Douwe Egberts, Pickwick and Cafitesse trademarks, in each case for use in the foodservice trade channel in such territory. The license to the Douwe Egberts and Pickwick trademarks lasts until January 3, 2019. The license to the Cafitesse trademark lasts until January 3, 2022 and thereafter converts into a perpetual, non-exclusive license.

We are subject to legislation and regulation in the EU and in each of the countries in which we do business with respect to: product composition, manufacturing, storage, handling, packaging, labeling, advertising and the safety of our products; the health, safety and working conditions of our employees; our pensions; and our competitive and marketplace conduct. On November 22, 2011, the EU enacted a new Food Information Regulation, which will require us to change the labels on certain of our products prior to December 13, 2014 to provide certain information. Our operations and properties, past and present, are also subject to a wide variety of Dutch, EU and local laws and regulations governing: air emissions, waste water discharge, noise levels, energy efficiency; the presence, use, storage, handling, generation, treatment, emission, release, discharge and disposal of hazardous materials, substances and wastes; and the remediation of contamination to the environment. Our operations are also subject to various international trade agreements and regulations. We rely on legal and operational compliance programs, as well as local in-house and external counsel, to guide our businesses in complying with the applicable laws and regulations of the countries in which we operate.

We use various types of agreements in the course of our business. Some of these agreements are based on model agreements which we use for certain sales to customers. Other agreements are negotiated individually and have terms specific to the particular transaction and the wishes of our counterparty and ourselves. Occasionally, transactions are based solely on general terms and conditions. The following is a list of the material contracts we have entered into over the past two years or expect to enter into prior to the separation:

1. Our contract with Philips, described above under Business—Intellectual Property.

2. Our management services agreement with our Chief Executive Officer, described below under Management and Employees—Management Services Agreement with Michiel Herkemij.

3. Our separation agreements with Sara Lee, described below under Related Party Transactions—Agreements with Sara Lee Corporation.

We own most of our manufacturing plants and lease our warehouses. Additionally, we have service contracts with the hub managers at our central distribution hubs in Antwerp, Belgium and Hamburg, Germany.

Our leased warehouse facilities are generally subject to lease terms of three years. Management believes that our facilities are maintained in good condition and are generally suitable and of sufficient capacity to support our current business operations. We intend to spend approximately €150 million on tangible fixed assets for the period through June 30, 2013.

Our manufacturing facility in Nava Nakorn, Thailand was damaged by the flooding in Thailand in October, 2011 and has not been operational since that time. We expect that substantially all of our expenses related to the flooding of our facility in Thailand, including lost business income, will be covered by our insurance policies. We currently anticipate that the facility will be fully operational by April 2012.

The table below sets forth the location, principal use and size of our material facilities. Each of these facilities is in use and owned directly or indirectly by DutchCo. DutchCo’s property in the Netherlands has been pledged with a lien of €23.8 million in favor of Stichting VUDE, a foundation which guarantees the payment of early retirement allowances and payments according to social plans in the Netherlands.

We also own our approximately 69,868 square-foot headquarters located in Utrecht, the Netherlands. Our headquarters houses our various sales, marketing, operational and corporate business functions as well as our research and development functions.

Among the liabilities DutchCo will assume in connection with the separation are the liabilities associated with the following legal proceedings.

Sara Lee is involved in several legal proceedings relating to its manufacture and sale of L’OR EspressO/L’aRôme EspressO capsules. In June 2010, Nestec/Nespresso, which we refer to as Nestlé, filed a suit against Sara Lee Coffee and Tea France alleging patent infringement related to Sara Lee’s sale and distribution of espresso capsules. On January 19, 2011, Nestlé filed a similar suit against Sara Lee Coffee and Tea in the Netherlands after Sara Lee began selling espresso capsules in that country. On May 11, 2011, Sara Lee Coffee and Tea Belgium served a writ of summons on Nestlé seeking a declaration of non-infringement in connection with Sara Lee’s sale and distribution of espresso capsules in Belgium. In October of 2011, Nestlé requested preliminary injunctions against Sara Lee Coffee and Tea Belgium, seeking prohibition of Sara Lee’s sale and distribution of espresso capsules in Belgium, and the request for preliminary injunctions was denied without prejudice to Nestlé’s claims. In February 2012, Nestlé appealed the decision to reject the preliminary injunctions. In February 2012, Nestlé filed a similar claim against Sara Lee Coffee and Tea in Spain. All of these proceedings relate to the alleged infringement of two or three European patents granted to Nestlé. In addition, in Spain, Nestlé sued for trademark infringement and unfair competition. In the lawsuit filed in France, Nestlé claims damages in the amount of €50 million for each claimant. If we are held to infringe any of the invoked patents, the court may determine a reasonable provisional damages amount and deposit by Sara Lee. Any damages would be established in separate damage assessment proceedings. Management believes that the patents and trademarks granted to Nestlé are not being infringed and further believes that the patents are invalid and that the company has not engaged in unfair competitive practices. We are vigorously contesting Nestlé’s allegations.

In October 2009, the Spanish tax administration upheld a challenge made by its local field examination against tax positions taken by our Spanish subsidiaries. In November 2009, we filed an appeal against this claim with the Spanish Tax Court. In April 2010, the Spanish Chief Inspector upheld a portion of the claim raised by the Spanish tax authorities. We are currently appealing the Court’s decision. We continue to dispute the challenge and will continue to have further proceedings with the Spanish tax authorities regarding the issue. In June 2011, the Spanish tax administration’s local field office examination made similar challenges against tax positions for the years ending July 1, 2006 to June 27, 2009 taken by our Spanish subsidiaries. We filed an appeal against this claim with the Spanish Tax Court.

In August 2011, the Italian Provincial Tax Commission upheld a challenge made by its local field examination against a loss claimed in the fiscal year 2004 tax return of our Italian subsidiaries. We intend to appeal this decision to the Italian Regional Tax Commission. We continue to dispute the challenge and we expect to prevail in further proceedings with the Italian tax authorities regarding the issue.

In connection with the sale of its household and body care business, Sara Lee agreed to arrange for the transfer of certain trademark registrations in the Middle East from a third party licensee to the buyers of the household and body care business. To date, the third party licensee has refused to cooperate with these transfers despite contractual commitments to do so, and we are contemplating pursuing legal action in order to effectuate the transfer of these rights to the buyers.

In connection with one of Sara Lee’s divested businesses, the liabilities of which we will assume after the separation, competition authorities in various European countries and the European Commission have initiated investigations into the conduct of consumer product companies. These investigations usually continue for several years and, if violations are found, may result in substantial fines. No formal charges have been brought against Sara Lee concerning the substantive conduct that is the subject of these investigations. Our practice is to comply with all laws and regulations applicable to its business, including the antitrust laws, and to cooperate with relevant regulatory authorities.

The following description sets forth certain information about our management and management-related matters which we expect will be in place after the conversion has taken place and the separation has been completed.

We have a single-tier board of directors, consisting of executive and non-executive directors. The number of executive and non-executive directors is to be determined by the board of directors. Currently, our single-tier board structure consists of one executive director and one non-executive director. Prior to the effectiveness of this registration statement, we intend to expand our board to include more non-executive directors. Our sole executive director, Michiel Herkemij was appointed as Chief Executive Officer on February 27, 2012.

The following table lists the names, positions and ages of the members of our board of directors and our senior management as of the closing of the separation. Each of our directors have been elected to a term expiring on the day of our annual general meeting in 2014.

The business address of our directors and all members of our Senior Management is at our registered offices located at Vleutensevaart 100, Utrecht, 3532 AD, the Netherlands.

The principal functions and experience of each of our directors and the members of our senior management are set out below:

Michiel Herkemij, our Chief Executive Officer and chairman of our executive committee, has been our executive director since February 27, 2012. Mr Herkemij joined Sara Lee as Executive Vice President and Chief Executive Officer of the Coffee and Tea (formerly International Beverage) segment effective December 1, 2011. After the separation, he will serve as an executive director on our board of directors, and he will continue as the Chief Executive Officer of DutchCo and chairman of our executive committee. Mr. Herkemij joined Sara Lee from Heineken N.V., where he served as President and Chief Executive Officer of Cuauhtémoc Moctezuma in Mexico. Previously, he was Chief Executive Officer of Heineken’s Nigerian subsidiary, a publicly-listed company. Prior to Heineken, Mr. Herkemij held multiple managerial positions with Royal Friesland Campina N.V., where he worked in the Benelux region, Greater China and Nigeria. He began his business career with British American Tobacco in the United Kingdom and Iberia (Spain & Portugal) and ABN AMRO Bank N.V. and previously served as a lieutenant in the Dutch Royal Navy.

Jan Bennink has been our non-executive director and Chairman since February 27, 2012 and we expect that he will continue as Non-Executive Chairman of our board after the separation. Mr. Bennink joined Sara Lee as Executive Chairman of the board of directors of Sara Lee Corporation in January 2011. From 2002 to 2007, Mr. Bennink served as Chief Executive Officer of Royal Numico N.V. (baby food and clinical nutrition). From 1995 to 2002, Mr. Bennink was employed by Groupe Danone (a global producer of cultured dairy products and bottled water) and served as Senior Vice President and then President of the Dairy Division and member of the Executive Committee. Mr. Bennink has also held management positions with Benckiser Gmbh (manufacturer of cleaning supplies and cosmetics) from 1989 to 1995 and with The Procter & Gamble Company (branded consumer goods) from 1982 to 1988. Mr. Bennink currently serves on the board of directors of Coca-Cola Enterprises, Inc. He previously served on the advisory board of ABN AMRO, as well as on the boards of directors of Boots Company plc, Dalli-Werke GmbH & Co KG, and Kraft Foods, Inc.

Michel Cup joined Sara Lee as Chief Financial Officer of the Coffee and Tea (formerly International Beverage) segment effective December 1, 2011. After the separation, he will continue as the Chief Financial Officer of DutchCo and as a member of our executive committee. Mr. Cup joined Sara Lee from Dutch-based Provimi, where he was Chief Financial Officer and a board member of the company. Previously, he was Finance Director of Decorative Paint Continental Europe for AkzoNobel NV. Prior to AkzoNobel, he held multiple finance managerial positions, including as Regional Vice President of Finance—Asia/Pacific, with Royal Numico N.V. He began his business career with Deloitte Accountants in the Netherlands.

Harm-Jan van Pelt joined Sara Lee in 1998, beginning as Marketing Director for Douwe Egberts Netherlands and working up to his current position as our Senior Vice President—Retail—Western Europe. Mr. van Pelt currently serves as a member of the executive committee of Sara Lee’s Coffee and Tea (formerly International Beverage) segment and will continue in his current role after the separation. Mr. van Pelt joined Sara Lee from Henkel KGaA, where he held various marketing and sales positions in Germany and Benelux.

Nick Snow joined Sara Lee as Senior Vice President of its International Foodservice Segment effective January 2006. Mr. Snow currently serves as Senior Vice President—Out of Home and as a member of the executive committee of Sara Lee’s Coffee and Tea (formerly International Beverage) segment and will continue in his current role after the separation. Mr. Snow joined Sara Lee from JohnsonDiversey, where he was commercial Managing Director. Previously, he was commercial Managing Director Australia/Asia for Unilever (Diversey/Lever).

The position of Senior Vice President—Retail—Rest of World is currently vacant.

During the last five years, none of the members of our board of directors and/or our senior management (1) have been convicted of fraudulent offenses, (2) have served as a director or officer of any entity subject to bankruptcy proceedings, receivership or liquidation or (3) have been subject to any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies), or disqualification by a court from acting as a member of the administrative, management or supervisory body of an issuer or from acting in the management or conduct of the affairs of any issuer.

Under Dutch law, the board of directors is collectively responsible for the general affairs of the company. Pursuant to our Articles, our board of directors may divide its duties among the directors, with the day-to-day management of the company entrusted to the executive directors. The non-executive directors have the task of supervising the executive directors and providing them with advice. In addition, both executive and non-executive directors must perform such duties as are assigned to them pursuant to our Articles. Each director has a duty towards the company to properly perform the duties assigned to him or her. Furthermore, each director has a duty to act in the corporate interest of the company. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees and other stakeholders. The duty to act in the corporate interest also applies in the event of a proposed sale or break-up of DutchCo, whereby the circumstances generally dictate how such duty is to be applied.

Pursuant to Dutch law, an executive director may not be allocated the tasks of (A) serving as chairman of the board, (B) fixing the remuneration of the directors or (C) nominating directors for appointment. Nor may an executive director participate in the adoption of resolutions (including any deliberations in respect of such resolutions) related to the remuneration of executive directors. Tasks that have not been specifically allocated fall within the power of the board as a whole. These principles are reflected in our Articles and board rules. All directors remain collectively responsible for proper management regardless of the allocation of tasks.

Pursuant to our board rules, in principle, the board of directors can only adopt resolutions if at least a majority of the directors are present. If possible, resolutions are adopted unanimously. If a unanimous vote is not possible, a resolution will be adopted by majority vote. In the event of a tie vote, the chairman will cast the deciding vote.

Pursuant to our board rules, resolutions can also be adopted without holding a meeting, provided that such resolutions are adopted in writing and all voting directors are in favor of the proposal concerned.

In accordance with Dutch law, our Articles stipulate that the general meeting of shareholders has the right to approve resolutions of the board of directors with regard to a significant change in our identity or business. This includes: (A) the transfer of all or substantially all of our business to a third party; (B) the entry into or termination of a long-term cooperation with another legal entity, company or partnership by us or any of our subsidiaries, or as a fully-liable partner in a limited or general partnership, if such cooperation or termination is of material importance to us; or (C) the acquisition or disposal by us or one of our subsidiaries of a participating interest in the capital of a company with a value greater than or equal to one-third of our assets as shown on the combined balance sheet included in our most recently adopted annual accounts.

Pursuant to our Articles, directors will be appointed at our general meeting of shareholders upon a binding nomination by the board of directors. A resolution to appoint a director nominated by the board of directors may be adopted by a simple majority of votes cast. Under our Articles, the board of directors must make a list of candidates for each vacancy consisting of at least the number of persons for each vacancy to be filled as prescribed by law (currently two). Pursuant to newly adopted Dutch legislation expected to go into effect on July 1, 2012, the requirement that a binding nomination for the appointment of a member of the management board or supervisory board of an N.V. or a B.V. consist of at least two persons for each vacancy will be abolished. Our Articles stipulate that the general meeting of shareholders may at all times overrule the binding nature of such a nomination by a resolution adopted by a simple majority of the votes cast, provided that the majority represents more than one-third of our issued share capital. The board of directors may then make a new binding nomination, for at least the number of persons required by law, which will be subject to the procedure described above. If a nomination has not been made or has not been made in time, this must be stated in the

notice and the general meeting of shareholders will be free to appoint a director at its discretion. The latter resolution of the general meeting of shareholders must also be adopted by at least a simple majority of the votes cast, provided that the majority represents more than one-third of our issued share capital. Additionally, our board of directors has the power to make non-binding nominations for directors. Resolutions to appoint a director by a non-binding nomination of the board are adopted by a simple majority.

Pursuant to newly adopted Dutch legislation expected to go into effect on July 1, 2012, the general meeting of shareholders will also decide whether a director is appointed as an executive or as a non-executive director. This provision has already been implemented in our Articles. In addition, the legal relationship between a director and the company will not be considered an employment agreement. In the absence of an employment agreement with us, the director will not have certain employee rights under Dutch labor law.

Pursuant to our Articles, the members of our board of directors will serve for a term of one year from appointment, except that the initial term of our first directors will end on the day of our annual general meeting in 2014. The term of office for each director will end when his or her successor is elected and qualified, unless the number of directors has been reduced so there is no vacancy on the board of directors, or until his or her earlier death, resignation or removal. A director is not available for reappointment if he has been in office for ten years.

In accordance with Dutch law, our Articles stipulate that our general meeting of shareholders has the authority to suspend or remove members of the board of directors at any time, with or without cause, by means of a resolution for suspension or removal passed by a simple majority of the votes cast, with such votes cast representing at least one-third of our issued share capital. Currently, Dutch law does not allow executive directors to be suspended by the board of directors. Newly adopted Dutch legislation expected to take effect on July 1, 2012 will allow for executive directors to be suspended by the board of directors. Pursuant to our Articles, our executive director can be suspended by the board of directors if permitted by Dutch law.

The board of directors seeks to ensure that the board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the board to satisfy its oversight responsibilities effectively. More specifically, in identifying candidates for membership of the board, the nomination committee takes into account (1) threshold individual qualifications, such as strength of character, mature judgment and industry knowledge or experience and (2) all other factors it considers appropriate, including alignment with our shareholders. In addition, the board will maintain a formal diversity policy governing the nomination of its members, as described below.

Under Dutch law and our Articles, executive directors may not serve as the chairman of the board. In addition, pursuant to newly adopted Dutch legislation expected to go into effect on July 1, 2012, restrictions will apply as to the overall number of board positions that an executive director may hold. Under the new legislation, a person may not be a member of the board if (A) he or she holds more than two supervisory positions with “large companies,” as defined under Dutch law, or (B) if he or she acts as chairman of the supervisory board or, in the case of a one-tier board, serves as chairman of the board of a “large company,” as defined under Dutch law. The term “supervisory position” refers to the position of supervisory director, non-executive director or member of a supervisory body established by the articles of association. Under Dutch law, a “large company” is a company that meets two of the following criteria, based on its consolidated annual accounts during two subsequent years: (1) the value of the company’s assets according to its balance sheet is, on the basis of the purchase price or manufacturing costs, more than €17.5 million; (2) the net turnover is more than €35.0 million; and (3) the average number of employees is 250 or more.

Newly adopted Dutch legislation is expected to go into effect on July 1, 2012 which will require us to pursue a policy of having at least 30% of the seats on our board of directors be held by men and at least 30% of the seats on the board of directors be held by women. We will be required to take this allocation of seats into account in connection with the following actions: (1) the appointment, or nomination for the appointment, of executive and non-executive directors; (2) drafting the criteria for the size and composition of the board, as well as the designation, the appointment, the recommendation and the nomination for appointment of non-executive directors; and (3) drafting the criteria for the non-executive directors. Pursuant to the new legislation, if we do not comply with the gender diversity rules, we will be required to explain in our annual report (1) why the seats are not allocated in a well-balanced manner, (2) how we have attempted to achieve a well-balanced allocation and (3) how we aim to achieve a well-balanced allocation in the future. This rule will cease to have effect on January 1, 2016.

The board of directors has adopted a set of board regulations effective upon the separation. Among other things, the board regulations include a policy that the board shall aim, to the extent practicable and appropriate under the circumstances, for a diverse composition of directors in line with the global nature and identity of the company and its business, in terms of such factors as nationality, background, gender and age.

We also expect to include a diversity policy in the charter for our nomination committee requiring the committee to consider age, gender, nationality, ethnic and racial background in nominating directors. The committee will also be required to review and make recommendations it deems appropriate regarding the composition and size of the board of directors to ensure that the board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds.

The implementation of these diversity policies will rest primarily with the nomination committee as the body responsible for identifying individuals believed to be qualified as candidates to serve on the board of directors and recommending that the board nominate the candidates for all directorships to be filled by shareholders at their general meetings.

As board seats become available, the nomination committee, and the board of directors as a whole, will have the opportunity to assess the effectiveness of the diversity policy and how, if at all, our implementation of the policy or the policy itself, should be changed.

In order to attract and retain qualified and talented persons to serve as members of our board of directors or our Senior Management, we currently do and expect to continue to provide such persons with protection through a directors’ and officers’ insurance policy. Under this policy, any of our past, present or future directors and members of our Senior Management will be insured against any claim made against any one of them for any wrongful act in their respective capacities.

Unless specifically prohibited by law in a particular circumstance, our Articles require us to reimburse the members of our board of directors for damages and various costs and expenses related to claims brought against them in connection with the exercise of their duties. However, there will be no entitlement to reimbursement if and to the extent that (1) a Dutch court has established in a final and conclusive decision that the act or the failure to act of the person concerned may be characterized as willful (opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar) conduct, unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to the standards of reasonableness and fairness, or (2) the costs or financial loss of the person concerned are covered by insurance and the insurer has paid out the costs or financial loss.

Following the separation, our executive committee will be appointed by our CEO and will consist of our executive director and the senior management, as well as our General Counsel, Chief Marketing Officer, Senior Vice President—Supply Chain Operations and our Senior Vice President—Human Resources.

Our executive committee is entrusted with our day-to-day management. The responsibilities of the executive committee will include driving our management agenda, managing the performance of our group, assessing and managing risks connected with our business activities, realization of our operational and financial objectives, structure and management of our systems of internal controls, maintaining and preparing the financial reporting process, compliance with applicable laws and regulations, compliance with and maintaining the corporate governance structure of the company, publication of any information required by applicable laws and regulations, considering the corporate social responsibility issues that are relevant to the company, and rendering advice in connection with the nomination of the external accountant of the company.

The following subjects will remain the responsibility of the board of directors, and consequently, resolutions in respect of such subjects will require the approval of the non-executive directors: (1) general policy and strategy; (2) preparation of the annual accounts, the annual budget and significant capital expenditures; (3) issuance of shares in the company as well as granting rights to subscribe for shares, to limit or exclude pre-emptive rights with respect to an issue of shares, to acquire shares by the company in its own share capital, as well as to dispose of such shares (if and to the extent that the board of directors has been designated by our general meeting of shareholders as authorized to resolve upon the issue of shares and to limit or exclude pre-emptive rights); (4) issuance of bonds or other debt instruments as well as authorization to enter into medium- and long-term indebtedness; (5) application for quotation or withdrawal of the quotation of the securities in the price list of any stock exchange; (6) transfer of all or substantially all of the enterprise to a third party; (7) the conclusion or cancellation of any long-lasting cooperation by the company or a subsidiary with any other legal person or company or as a fully-liable general partner of a limited partnership or a general partnership, if such cooperation or the cancellation thereof is of essential importance to the company; (8) acquisition or disposal of a participating interest in the capital of a company with a value of at least one third of the sum of the assets according to the consolidated balance sheet with explanatory notes thereto according to the last adopted annual accounts of the company, by the company or a subsidiary; (9) filing a request for bankruptcy (faillissement) or a request for suspension of payment of debts (surséance van betaling); and (10) extending guarantees or indemnities to third parties other than those relating to the obligations of subsidiaries of the company.

Our board of directors also retains the authority to adopt resolutions within the scope of authority of the executive committee without the participation of the members of the executive committee who are not also members of the board of directors.


The Netherlands	2095	98-1039121
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)


SUMMARY			1
RISK FACTORS			16
FORWARD-LOOKING STATEMENTS			37
MARKET, ECONOMIC AND INDUSTRY DATA			37
THE SEPARATION			38
USE OF PROCEEDS			54
DIVIDEND POLICY			54
EXCHANGE RATE INFORMATION			55
SELECTED FINANCIAL DATA			56
OPERATING AND FINANCIAL REVIEW			59
INDUSTRY OVERVIEW			83
BUSINESS			85
LEGAL PROCEEDINGS			99
MANAGEMENT AND EMPLOYEES			100
PRINCIPAL SHAREHOLDERS			114
RELATED PARTY TRANSACTIONS			115
DESCRIPTION OF CAPITAL STOCK			120
SHARES ELIGIBLE FOR FUTURE SALE			139
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF OWNING OR DISPOSING OF DUTCHCO ORDINARY SHARES			140
MATERIAL DUTCH TAX CONSEQUENCES OF OWNING OR DISPOSING OF DUTCHCO ORDINARY SHARES			142
EXPENSES OF THE SEPARATION			147
ENFORCEABILITY OF CIVIL LIABILITIES			148
LEGAL MATTERS			149
EXPERTS			149
WHERE YOU CAN FIND MORE INFORMATION			149
INDEX TO FINANCIAL STATEMENTS			F-1


	Low		High
	(U.S. $ per €1.00)
Month ended:
September 30, 2011		1.3446		1.4058
October 31, 2011		1.3281		1.4172
November 30, 2011		1.3244		1.3803
December 31, 2011		1.2926		1.3487
January 31, 2012		1.2682		1.3192
February 29, 2012		1.3087		1.3463
Through March 2, 2012		1.3202		1.3320


	Average for Period (1)
	(U.S. $ per €1.00)
Year ended on the Saturday closest to June 30,:
2006		1.2217
2007		1.3143
2008		1.4837
2009		1.3646
2010		1.3864
2011		1.3748


	Payments due by period
	Total		< 1 Year		1 - 3 Years		3 - 5 Years		> 5 Years
	(amounts in millions of euro)
Borrowings:
Eurobonds^(a)	€	306.8	€	306.8	€	—	€	—	€	—
Other borrowings^(b)		76.2		49.7		16.4		1.2		8.9
Operating lease commitments		52.2		19.4		22.7		8.0		2.1
Purchase commitments^(c)		155.3		155.3		—		—		—
U.K. Pension obligation^(d)		162.2		38.6		77.2		23.6		22.8

Total^(e)	€	752.7	€	569.8	€	116.3	€	32.8	€	33.8


	Fiscal Year Ended							Change
	Fiscal Year Ended							Change
	July 2, 2011		July 3, 2010			June 27, 2009		2011 vs. 2010						2010 vs. 2009
	July 2, 2011		July 3, 2010			June 27, 2009		Actual			%			Actual			%
	(amounts in millions of euro, except percentages)
Sales	€	2,601.6	€	2,315.5		€	2,234.5	€	286.1			12.4		€	81.0			3.6
Cost of sales		1,616.6		1,346.1			1,333.9		270.5			20.1			12.2			0.9

Gross profit		985.0		969.4			900.6		15.6			1.6			68.8			7.6
Selling, general and administrative expenses		653.7		622.7			554.1		31.0			5.0			68.6			12.4

Operating profit		331.3		346.7			346.5		(15.4	)		(4.4	)		0.2			0.1
Finance income, net		91.8		55.3			128.0		36.5			66.0			(72.7	)		(56.8	)
Finance costs, net		45.3		(14.7	)		12.0		60.0			(408.2	)		(26.7	)		(222.5	)
Share of profit from associate		2.2		2.7			3.4		(0.5	)		(18.5	)		(0.7	)		(20.6	)

Profit before income taxes		380.0		419.4			465.9		(39.4	)		(9.4	)		(46.5	)		(10.0	)
Income tax expense		104.0		179.4			127.4		(75.4	)		(42.0	)		52.0			40.8

Profit for the year	€	276.0	€	240.0		€	338.5	€	36.0			15.0		€	(98.5	)		(29.1	)


Location	Principal Use	Size (in thousands of square feet)
Joure, The Netherlands	Manufacturing		752.6
Jundiai, Brazil	Manufacturing		432.4
Utrecht, The Netherlands	Manufacturing		346.9
Grimbergen, Belgium	Manufacturing		177.5
Budapest, Hungary	Manufacturing		144.0
Andrézieux, France	Manufacturing		121.9
Sulaszewo, Poland	Manufacturing		80.2
Salvador, Brazil	Manufacturing		49.5
Athens/Aigaleo, Greece	Manufacturing		47.2
Nava Nakorn, Thailand	Manufacturing		55.9
Oinofyta, Greece	Manufacturing		7.6
Mollet, Spain	Manufacturing		36.3
Budapest, Hungary	Warehouse		104.4
Piumhi, Brazil	Warehouse/Processing		76.1
Utrecht, The Netherlands	Office		364.1
Grimbergen, Belgium	Office		124.2
Joure, The Netherlands	Office		91.8
Utrecht, The Netherlands	Office		56.6


Location	Principal Use	Lease Term	Size (in thousands of square feet)
Kingsgrove, Australia	Manufacturing	June 30, 2012, will exercise option to extend for five years		45.1
Mollet, Spain	Manufacturing	December 31, 2020		138.8
Grimbergen, Belgium	Office	240 Months		124.2
Barcelona, Spain	Office	July 1, 2014		86.5
Barueri, Brazil	Office	March 23, 2013		52.6
Villepinte, France	Office	September 30, 2012		88.6
Paris, France	Office	September 30, 2024		53.8
Middelfart, Denmark	Office	September 30, 2017		61.7


Name	Position	Age
Jan Bennink	Non-Executive Chairman	54
Michiel Herkemij	Chief Executive Officer, Executive Director	47
Michel Cup	Chief Financial Officer	42
Harm Jan van Pelt	Senior Vice President, Retail—Western Europe	49
Nick Snow	Senior Vice President, Out of Home	48