AIBC 2017 HSBC M&A Case CompetitionA Renewed Opportunity: Proposed Acquisition of Nissin Foods Holdings Co. Ltd by Kraft Heinz Co.

1. AIBC 2017 HSBC M&A Case Competition
A Renewed Opportunity: Proposed Acquisition of
Nissin Foods Holdings Co. Ltd by
Kraft Heinz Co.
August 2017
• Prepared by: Team R-Cap Investments - Jatin Sehgal, Natalie Ho, & Raghav Narayan
The content of this presentation is not for public sharing without the explicit permission of ASB.
Data presented in this file is still subject of approval of multiple stakeholders.

2. 2
Executive Summary
KHC Situation Overview & Performance Review:
Since the Kraft-Heinz merger, management has improved the financial performance of the merged companies through a USD $1.7 billion cost saving
and thus creating value for KHC shareholders.
Opportunity:
Going forward, in order for management to continue to create value for shareholders, KHC needs to grow via acquisition(s) of food companies. We
believe that an acquisition target for KHC would 1) need to have brands that complement KHC’s existing brands; 2) further expand KHC's
geographical footprint; 3) have substantial growth potential and 4) have cost saving opportunities.
Investment Thesis:
We have evaluated three companies based on the above criteria and believe that Nissin Foods Holdings would best meet KHC's objectives. The
company has a leading market position in the instant noodle segment with a forecasted 2018-2022 revenue CAGR of 6%, a current gross profit margin
of 45.5% but an operating margin of only 5.8%.
Valuation:
Our DCF analysis results in an equity value of USD $8.2 – $11.1 billion for Nissin.* We propose a purchase price of USD $8.1 billion - $9.6 billion. This analysis
assumes an improvement in operating margin from 5.8% currently to 10.8% by 2022. (Not included in this DCF analysis is further value that KHC may be
able to extract from Nissin’s leading market position in the instant noodle segment and in Japan)
*Implied share price from our DCF forecast using terminal EBITDA multiple

3. 3
Financial performance & shareholder returns have improved since merger; key challenge
going forward remains delivering revenue growth
$1.98
$2.19
$3.33
FY 2014 FY 2015 FY 2016
Adjusted EPS
$29.12
$27.45
$26.49
FY2014 FY2015 FY2016
Revenue (Billion USD)
1.69
3.03
3.63
FY2014 FY2015 FY2016
Gearing Ratio*
30.8%
35.1%
38.9%
FY2014 FY2015 FY2016
Gross Margin
18.9%
21.5%
27.2%
FY2014 FY2015 FY2016
Operating Margin
22.4%
24.6%
29.4%
FY2014 FY2015 FY2016
EBITDA Margin
Past Performance
• Declining Revenues: Total
revenues lower than
expected since Heinz
merger
• Improved Margins & EPS:
26.5% YoY increase in
operating margin & 52.1%
YoY increase in EPS since
merger
• Increased Gearing Ratio:
Leverage higher than
industry peers; increased
default risk if business
declines
• Need for Long-Term Growth:
Merger improved operating
efficiency; going forward
KHC needs to continue to
create shareholder value
Source: Bloomberg, KHC 2016 Annual Report, *gearing ratio defined as net debt/EBITDA

4. 4
KHC continues to provide high returns to shareholders as compared to peers
Source: Bloomberg, KHC 2016 Annual Report Note: All companies financials are for FY2016 unless mentioned otherwise
23.2%
14.7% 15.2% 15.6%
9.9%
5.6%
14.2% 15.3%
4.6%
0.0%
10.0%
20.0%
30.0%
Operating Margin
4.0
0.9 1.3 1.7
4.6
-1.3 -1.1
4.7
0.1
-2.0
0.0
2.0
4.0
6.0
Net Debt / Ebitda 27.0%
18.2%
18.0%19.4%
13.1%
9.4%
16.3%
19.0%
11.3%
0.0%
10.0%
20.0%
30.0%
EBITDA Margin
Competitive Positioning
• Industry Outlook:
Companies struggling with
falling revenues; consumer
shift to healthier products
• KHC’s Position:
Top Brand with Market Cap
$106.7B; Sales $26B
• Operational Superiority:
Despite average gross
margins, KHC has best in
industry operating margin of
23%
• Zero-Based Budgeting:
KHC effectively cuts costs,
resulting in high EBITDA margin
& operating margin
• Shareholder Focus:
KHC had greatest EPS growth
of its peers from 2014 to 2016,
demonstrating continued
focus on shareholder return
104.9
271.7
171.1 166.3
66.8
7.5 7.4 7.3 3.3
$0.0
$100.0
$200.0
$300.0
USDBillions
Market Cap
36.2%
50.8%
42.7%
55.1%
39.1%
44.4%
31.5%
29.3%
34.4%
0%
20%
40%
60%
Gross Margin
31.6%
-22.0%
0.8% 1.0%
-9.4%
18.6%16.7%
-8.3%
14.3%
-30.0%
-10.0%
10.0%
30.0%
EPS CAGR 2014-2016

5. 5
• Repeated ability to replicate success
across diverse industries & business
segments
• Effective management & operational
excellence – can find opportunities
beyond KHC
• Strong operating performance leads
to higher cash flows & higher returns
3Gs Proven Ability to Create Value
9.3%
5.4%
5.8%
29.2%
33.6%
24.4%
ABINBEV RBI KHC
Industry Median
Mar-17
Operating Margins
KHC must acquire to grow and create further shareholder value
Dependence on Developed Nations
US
71%
Canada
7%
Europe
9%
Rest of
World
13%
• Majority KHC revenues from saturated
western markets with low growth
potential
• Only 13% of KHC revenues from
emerging markets
• Limited presence in high-growth
markets:
o Low brand awareness
o Underdeveloped distribution
channels
o Diverse consumer tastes &
preferences
The New Land of Opportunity:
Emerging Markets
• Rising populations, spending, & GDP
= growing demand for processed
foods
• Emerging markets to drive 70% of
food industry growth over next
decade
• Imports of processed products tripled
over last 15 years
• Lower impact of demographic shifts
& aging on consumption patterns
5.8
11.3
0.3
32.6
2.8
$0
$10
$20
$30
$40
NA Europe LATAM Asia
Pacific
Rest of
World
USDBillions
201
0
202
0
Spending by Global Middle Class
Source: Bloomberg, KHC 2016 Annual Report, OECD

6. 6
• Cross-selling: 80% of Nissin’s
revenue from Japan, 70%
of KHC’s from US;
companies can leverage
each other to grow
sustainably in both markets
• Strong consolidated sales
growth: 6% over 3 years,
shows strong product
demand
• Potential Operating
Synergy: Despite high gross
margin; presents largest
spread for KHC to create
value by eliminating
inefficiencies
PepsiCo
International
Mondelez
International Nissin Foods
• Operates in 200
countries; 58%
revenue from US
• Presence in 165
countries; 75%
revenue from
North America &
Europe
• Focus on BRIC
countries
• Presence in 80+
countries
• Majority of revenue:
Japan, Americas,
China
• ~2% Sales decline
over 3 past years
• 10% Sales decline
• Sluggish growth in
organic sales:1.3%
• 5% Domestic sales
growth
• 25% Sales growth in
Asia & Americas
• 9% Total overseas
sales growth
• 55% Gross margin
• 16% Operating
margin
• 39% Gross margin
• 10% Operating
margin
• 40% Gross margin
• 5% Operating
margin
We have identified three potential targets for KHC
Sources: SEC.gov, Company websites and Bloomberg
Best Target: Nissin Foods
Geographical
Diversity
Sales Growth
Potential
Operating
Synergy
Three Options:

7. 7
Instant
Noodles
70%
Chilled &
Frozen
16%
Confectionary &
Beverage
13%
Others
1%
Nissin has Diversified Revenue
Nissin’s low operating margin, continued sales growth, emerging market presence, &
dominant position in Instant Noodle market make it a compelling acquisition target for KHC
• Like Heinz with ketchup, Nissin is
ORIGINAL instant noodles brand:
market leader in Japan
• Market leader in Brazil (63%) & Russia
(41%)
• China is world’s largest market for
instant noodles; 70% increase in last 2
years of tall cup-type instant noodle
market
• India’s rapid economic growth (7%
YoY) & high population can support
sales growth
Nissin has Consistent Revenue Growth
3,751
3,876
4,204
4,452
$3,000
$3,500
$4,000
$4,500
2014 2015 2016 2017*(E)
USDMillions
44.6% 43.7% 44.4%
6.6% 5.6% 5.6%4.6% 4.3%
5.7%
2014 2015 2016
Gross Margin Operating Margin Profit Margin
Large Gap between Gross & Operating Margin
• Premium brand perception = higher
pricing than industry average that
drives gross margins
• High marketing & SG&A expenses
have contributed to low operating
margin
• Negative gearing ratio of -1.24 means
Nissin has little debt & lots of cash
• Potential for further profit margin
growth with KHC
Source: Nissin 2017 Investor Presentation, 2016 Annual Report, 2017 Consolidated Financial Statements
Japan
78%
The
Americas
12%
China
7%
Asia
2%
EMEA
1%

8. 8
Projected YoY Revenue Growth of ~6% for Nissin
• Existing revenue growth in Nissin comes at expense of
increased costs; KHC will enable growth by reducing costs
• Diversification of strong brands + growth in BRIC & Asia =
Nissin revenue CAGR of 6.13% through FY2022*
• Nissin upgrading plants to cut labor; technological
synergies between KHC & Nissin can grow revenue streams,
i.e. Nissin’s confectionery & cereal segments
• KHC brands can further penetrate Asian markets by
leveraging Nissin’s local expertise & adapt products to
distinct preferences of growing populations in emerging
Asian economies
$4.69
$4.95
$5.25
$5.58
$5.95
$4.0
$4.5
$5.0
$5.5
$6.0
FY2018 FY2019 FY2020 FY2021 FY2022
USDBillions
Nissin’s Projected Revenue
4.7% 4.8% 5.2% 5.8% 6.4%
8.2% 8.2%
11.4%
12.9%14.2%14.5%
17.2%
Nissin’s Industry Peers Operating Margin
Nissin expected to deliver consistent revenue growth and offer significant opportunity to
improve operating margin
Source: Bloomberg, Nissin 2017 Investor Presentation, *Please refer to Appendices for our forecasts
Expected Improvement in Operating Margin by 5%
• Opportunity to improve Nissin operating margin to 10.8% by
FY2022* via zero-based budgeting & 3G Capital’s
management expertise
• Production synergies & combined distribution network
forecasted to help reduce Nissin SG&A expenses by 1% per
year starting FY2018 to FY2022

9. 9
The evolving Japanese economy & Nissin ownership structure facilitate execution
Source: Nissin investor relations website, https://www.nissin.com/en_jp/ir/shareholder/information/ ; https://www.whitecase.com/publications/insight/inbound-ma-japan-rise
Direction from the top:
• Measures to open up Japan’s economy – Japanese PM Abe
• Deregulated industries: agriculture, medicine, energy
• Corporate tax reduced to under 30%
• Visa rules relaxed to invite highly skilled immigrants
• Independent directors for companies allowed
• 2020 Target FDI USD $318 billion
Recent In-bound M&A Trends:
• 2015 saw 162 inbound Japanese deals
• USD $25.4 billion - highest annual inbound deal value in Japan
in the past decade
• Recent FDI: Sharp (USD $3.5 billion), Tokyo Star Bank (USD $435
million)
• Renault’s investment in Nissan
• Room for growth: lowest inward FDI of 3.7% of GDP among G7
Looking Ahead – High Investment Potential for Business
• Strong industrial base
• Highly skilled & educated workforce
• Advanced technology
The Evolving Japanese Economy Nissin’s Ownership Structure
Financial
Institutions
26.04%
Foreign
Corporations
16.43%
Treasury Stock 11.40%
Other
Corporations
34.07%
Individuals &
Other
12.06%
Corporations & financial institutions are more inclined towards
accepting offers that provide high returns on their investments

10. 10
$49.17 $51.29 $50.20
$53.71
$77.24
$69.88
$67.17 $66.90
$71.95 $73.44
$103.92
$115.87
Market
Valuation
Trading
Valuation (P/E)
Trading
Valuation
(EV/EBITDA)
Precedent
Transaction
Valuation
DCF Analysis
(EBITDA Multiple)
DCF Analysis
(Gordon
Growth)
Source: Bloomberg market data as at 8/2/2017. “Implied EV” calculated as market capitalization plus FY2018E net debt. Shares outstanding assumed to remain constant at 106.44 million.
Nissin valuation summary
Implied EV
(millions)
$4981-$6897 $5206-$6868 $5090-$7405 $5464-$7564 $7968-$10,808 $7185-$12,080
Implied P/E
(FY18E)
22.0x – 30.1x 23.0x – 30.0x 22.6x – 32.3x 24.1x – 33.0x 34.6x- 46.6x 31.3x – 52.0x
Implied
EV/EBITDA
(FY18E)
10.8x – 14.9x 11.2x – 14.8x 11.0x – 16.0x 11.8x – 16.3x 17.2x – 23.3x 15.5x – 26.1x
Current share
price: $63.50
• Proposed purchase
price:
USD $76.33 to $89.73
per share, equating to
$8.1 billion to $9.6
billion in total (based
on premiums paid in
precedent
transactions –
Appendix 8)
• Expectation of growth:
Revenue CAGR of
6.13% from FY2018 to
FY2022; Operating
margin improvement
by 86% by FY2022

11. 11
Discounted cash flows approach to Nissin valuation
Source: Nissin 2017 Consolidated Financial Statements, Nissin 2016 Annual Report, Nissin 2015 Annual Report
Notes:
• DCF forecast
based on
financials as at 31
Mar 2017
• Cash flows are
discounted back
to 1 Aug 2017
• Capital
expenditures
based on Nissin
management’s
plan to spend
$1.35 billion by
2022
• Please refer to
Appendices for
sensitivity analyses
& pro formas
Projected Free Cash Flows (USD millions) FY18 FY19 FY20 FY21 FY22
EBITDA $462.90 $538.69 $624.22 $719.13 $825.87
EBIT $317.34 $384.87 $460.98 $545.68 $641.02
Less: Operating Taxes $107.23 $130.05 $155.77 $184.38 $216.60
Net Operating Profit After Tax (NOPAT) $210.11 $254.82 $305.22 $361.29 $424.42
Adjustments for Non-Cash Charges:
Depreciation and Amortization $145.56 $153.82 $163.24 $173.46 $184.85
Plus/(Less) Change in Net Working Capital & Other
Non-Cash Adjustments ($43.66) ($4.01) ($0.68) $2.55 $2.98
Less: Capital Expenditures ($365.46) ($326.79) ($283.74) ($234.51) ($178.51)
Enterprise Free Cash Flow -$53.45 $77.85 $184.03 $302.79 $433.74
DCF Assumptions & Output (USD millions)
Terminal EBITDA
Multiple
Gordon Growth
Model
Current Share Price (1 Aug 2017): $63.50 Sum of NPV of Free Cash Flows: $737.69 $737.69
Discount Rate (WACC): 6.97% Terminal Value $11,562.14 $11,242.52
NPV of Terminal Value: $8,633.16 $8,347.48
Terminal EBITDA Multiple: 14x Implied Enterprise Value: $9,370.85 $9,085.17
Terminal Value: $11,562.14 % of Implied EV from Terminal Value: 92.1% 91.9%
Implied Terminal FCF Growth Rate: 3.17% Net Debt: ($253.01) ($253.01)
Implied Equity Value: $9,623.84 $9,338.16
Terminal FCF Growth Rate: 3.0% Implied Share Price from DCF: $90.42 $87.73
Terminal Value: $11,242.52 Premium/(Discount) to Current: 42.4% 38.2%
Implied Terminal EBITDA Multiple: 13.4x

12. 12
Market approach to Nissin valuation: extrinsic evaluation
Source: Bloomberg, DEFM14A: Merger Proxy Statement Mead Johnson - Reckitt Benckiser April 2017. *Note: Forward EV/EBITDA based on target's EBITDA for the last 12 month (LTM) as most recently disclosed publicly at the time of the announcement of the transaction.
Month / Year Announced Acquirer Target EV/LTM EBITDA*
July 2016 Groupe Danone S.A. Whitewave Foods Co. 23.4x
July 2016 Anheuser-Busch InBev SA/NV SAB Miller plc 16.1x
December 2015 JAB Holding Company
Keurig Green Mountain
Inc. 12.7x
March 2015 H.J. Heinz Company Kraft Food Group. Inc. 12.5x
July 2014 Tyson Foods Inc. Hillshire Brands Company 16.7x
April 2013 Joh. A. Benckiser D.E. Master blenders 1753 18.2x
February 2013 3G Capital & Berkshire Hathaway H.J. Heinz Company 13.9x
Implied Enterprise Value as a Multiple of:
LTM EBITDA
Lowest 12.5x
Median 16.1x
Highest 23.4x
Implied Share Price Range:
$53.71 to $73.44
Analyzing Precedent Transactions†
Comparables Analysis
7.4x 8.9x 10.7x
12.4x 13.2x 14.x 14.3x 14.5x 15.6x
24.8x
0.0
5.0
10.0
15.0
20.0
25.0
30.0
Forward EV/EBITDA
16.8x
20.9x 22.8x 23.2x
24.7x 25.1x
25.4x 27.4x 27.4x
35.9x
0.0
10.0
20.0
30.0
40.0
Forward P/E
Implied Enterprise Value as a Multiple of:
Forward EV/EBITDA
(FY 2018E)
Forward P/E
(FY 2018E)
Lowest 7.4x 16.8x
Median 13.6x 24.9x
Highest 24.8x 35.9x
Implied Share Price Range:
By EBITDA multiple
$50.20 to $71.95
By P/E multiple
$51.29 to $66.90
†Please refer to Appendix 8 for selection criteria

13. 13
APPENDICES

14. 14
Appendix 1: KHC faces changing consumer tastes, high competition & consolidated suppliers
KHC competitive outlook
• Excellent brand reputation
and loyalty; products are
staples in majority of US
homes
• N. American household
penetration is 98% but its
popularity is centralized
Revenues
• 2016: Post-merger Net Sales
$18 billion, much lower than
projected
• 2017,Q1: 3.5% fall,
volume/mix down 4.2 points;
All KHC segments reported
sharp falls in EBITDAs
Costs
• Post-merger goal: Eliminate
$1.7 billion in costs by fiscal
2017 – On Track
• 2017 Q1 Cost of production -
6.8% & SG&A -21.3%
• Heinz’s financing costs have
reduced Kraft’s investment
grade rating
Threat of Substitutes:
HIGH
Consumers switching to fresh,
“healthier” foods
Agility is key to adapt to
changing consumer
preferences
Consumers can opt for
restaurants instead of
packaged foods
Retailers easily adapt to
consumer demands
Industry Rivalry:
MED-HIGH
Strong price competition &
promotions
Strong competition between
retailer brands & economy
brands
KHC must compete on every
part of its operations to
maintain market share
Major competitors include:
PepsiCo, Nestle, Unilever
(Food Solutions)
Bargaining Power of Buyers:
HIGH
Threat of private labels = fight
for shelf space
Retailers are consolidating;
KHC has less bargaining
power (Wal-Mart represents
20% of KHC’s sales)
Buyers include: chains,
wholesale, co-op &
independent stores, institutions
(hotels & restaurants)
Consumers have low switching
costs
Source: Bloomberg, KHC 2016 Annual Report

15. 15
Appendix 2: KHC & peer company gearing ratios
Source: Bloomberg
2.06
2.31
4.56
2.55
1.29
Danone General Mills Mondelez
International
Campbell's Unilever
Net Debt/EBITDA FY 2016
KHC: 3.63
Peer companies for KHC chosen based on industry type and revenue. Unilever is included as it was a prior target.

16. 16
Appendix 3: Nissin product lines
Source: Nissin 2016 Annual Report
Major domestic
brands:
Major international
brands:

17. 17
Appendix 4: Nissin key financial highlights
Source: Nissin 2016 Annual Report & 2017 Consolidated Financial Statements
3751
3876
4204
4452
3400
3600
3800
4000
4200
4400
4600
2014 2015 2016 2017
Net Sales (USD millions)
1.57 1.53
2.21
2
0
0.5
1
1.5
2
2.5
2014 2015 2016 2017
EPS (USD/share)
248.8
218.3
237.1
257
190
200
210
220
230
240
250
260
2014 2015 2016 2017
Operating Income (USD millions)
6
5.3
7.4
6.7
0
1
2
3
4
5
6
7
8
2014 2015 2016 2017
Return on Equity (%)

18. 18
Appendix 5: Nissin detailed shareholder breakdown
Source: Nissin investor relations website, https://www.nissin.com/en_jp/ir/shareholder/information/
Financial
Institutions,
26.04%
Foreign
Corporations,
16.43%
Treasury Stock,
11.40%
Other
Corporations,
34.07%
Individuals &
Other, 12.06%
Distribution of Ownership Among Shareholders
Principal
Shareholders
Number of Shares
Held (‘000)
Percentage of Total
Shares Outstanding
Ando Foundation 7,904 7.59%
Mitsubishi Corp. 7,800 7.49%
ITOCHU Corp. 5,400 5.19%
Ando International
Y.K.
3,946 3.79%
State Street Bank &
Trust Company
3,729 3.58%
Mizuho Bank, Ltd. 3,375 3.24%
Japan Trustee
Services Bank, Ltd.
3,296 3.17%
The Master Trust
Bank of Japan, Ltd.
3,139 3.02%
The Bank of Tokyo-
Mitsubishi UFJ, Ltd.
2,274 2.18%
STATE STREET BANK
WEST CLIENT-TREATY
1,690 1.62%
Total 42,553 40.87%

19. 19
Appendix 6: Nissin historical 3-year share price performance (USD) & trading volume
Source: Bloomberg
0
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
1,600,000
1,800,000
$-
$10.00
$20.00
$30.00
$40.00
$50.00
$60.00
$70.00
$80.00
8/1/2014
10/1/2014
12/1/2014
2/1/2015
4/1/2015
6/1/2015
8/1/2015
10/1/2015
12/1/2015
2/1/2016
4/1/2016
6/1/2016
8/1/2016
10/1/2016
12/1/2016
2/1/2017
4/1/2017
6/1/2017
8/1/2017
Volume Last Price
3-yr low: $42.14
on 3 Jun 15
3-yr high: $67.17
on 6 Jun 17

20. 20
Appendix 7: Nissin market valuation - share price performance TTM
Source: Bloomberg market data as at 8/2/2017
$45.00
$50.00
$55.00
$60.00
$65.00
$70.00
SharePriceUSD
TTM High: $67.17
Jun 6, 2017
TTM Low: $49.17
Dec 9, 2016
Financials
• Current Price: $63.50/share
• Exchange Rate: 1 USD / 111.34
Yen
• TTM High: $67.17/share
• TTM Low: $49.17/share
• Current EV: $7.25 billion
• Current P/E: 32.07x
• 2018E EBITDA: $462.90 million
• 2018E EPS: $2.23
• Implied Forward P/E:
22.0x– 30.1x
• Implied Forward EV:
$5.0 billion - $6.9 billion
• Implied Forward EV/EBITDA:
10.8x– 14.9x

21. 21
• Nissin Trailing Twelve Months (TTM) EBITDA = $420.30 Million (Source: Bloomberg)
EV/EBITDA multiple range = 13x to 18x (based on our assumption of the low, median and highest transaction multiple values)
EV = $5,464 Million to $7,565 Million
Market cap = EV – Net debt
EV – {Debt – cash}
EV – {384 – 637}Million
EV + $253Million
Market Cap range = $5,717 Million to $7,818Million
Number of outstanding shares – Fully diluted = 106.44Million
Therefore, Nissin stock price range = $53.71 to $73.44
• Premium range based on one day prior stock price: 20.2% to 41.3%
Nissin current stock price = $63.50 (as on 3rd August, 2017)
Therefore, Nissin stock price range (with premium) = $76.33 to $89.73
• Selected Historical Premium Analysis: Our analysis is based using open source information of publically traded companies as an acquisition
target for all-cash acquisition transactions announced during the period 1st January 2011 to 31st December 2016 in US with a disclosed
enterprise transaction value exceeding USD5 billion. The premium estimation is based on the target’s closing share price one day prior to
announcement excluding transactions with premium over 200%. According to analysis the 1st quartile, median and 3rd quartile one-day
stock premium are 20.2%, 28.9% and 41.3%, respectively.
• We chose US acquisitions as precedent transactions because inbound M&A of Japanese companies varied across industries & premiums.
Premiums ranged from 7% to over 100%. We believe the chosen transactions provide more suitable comparisons for the Nissin acquisition.
Source: Bloomberg market data as at 8/2/2017, Sec.gov – DEFM14A: Merger Proxy statements Mead Johnson - Reckitt Benckiser – April 2017
By Precedent Transactions
By Premium Paid in Precedent Transactions
Appendix 8: Nissin valuation based on precedent transactions

22. 22
• Nissin FY2018 EBITDA = $462.90 Million (Source: DCF)
FY2018 EV/EBITDA multiple range = 11x to 16x (based on our assumption of the low, median and highest transaction multiple values)
EV = $5,091 Million to $7,406 Million
Market cap = EV – Net debt
EV – {Debt – cash}
EV – {384 – 637}Million
EV + $253Million
Market Cap range = $5,344 Million to $7,659Million
Number of outstanding shares – Fully diluted = 106.44Million
Therefore,
Nissin stock price range = $50.20 to $71.95
• FY2018E EPS = $2.23 (Source: DCF)
FY2018E P/E multiple range = 23x to 30x
Share Price = $51.29 to $66.90
Source: Bloomberg, Team forecasted DCF
Comparables by Forward EV/EBITDA Multiple
Comparables by Forward P/E Multiple
Appendix 8 (cont.): Nissin valuation based on comparables’ multiples

23. 23
Appendix 9: Nissin DCF sensitivity analysis – implied share price based on terminal EBITDA
multiple
Source:
10.0 x 11.0 x 12.0 x 13.0 x 14.0 x 15.0 x 16.0 x 17.0 x 18.0 x 19.0 x
Discount
Rate
(WACC)
6.0% $69.82 $75.85 $81.88 $87.90 $93.93 $99.96 $105.99 $112.01 $118.04 $124.07
6.5% $68.48 $74.39 $80.29 $86.20 $92.10 $98.01 $103.92 $109.82 $115.73 $121.63
7.0% $67.17 $72.96 $78.75 $84.54 $90.32 $96.11 $101.90 $107.69 $113.47 $119.26
7.5% $65.90 $71.57 $77.24 $82.91 $88.59 $94.26 $99.93 $105.60 $111.27 $116.94
8.0% $64.66 $70.21 $75.77 $81.33 $86.89 $92.45 $98.01 $103.57 $109.13 $114.68
8.5% $63.44 $68.89 $74.34 $79.79 $85.24 $90.68 $96.13 $101.58 $107.03 $112.48
9.0% $62.26 $67.60 $72.94 $78.28 $83.62 $88.96 $94.30 $99.65 $104.99 $110.33
Valuation range based on:
• WACC: 6.5% - 7.5%
• Terminal EBITDA multiple: 12x -16x
Implied shared price range: $77.24 to $103.92

24. 24
Appendix 9 (cont.): Nissin DCF sensitivity analysis – implied share price based on Gordon
growth model
Source:
1.5% 2.0% 2.5% 3.0% 3.5% 4.0% 4.5%
Discount
Rate
(WACC)
6.0% $80.60 $89.88 $101.80 $117.71 $139.97 $173.36 $229.02
6.5% $72.06 $79.36 $88.49 $100.22 $115.87 $137.78 $170.64
7.0% $65.08 $70.96 $78.14 $87.13 $98.68 $114.08 $135.64
7.5% $59.27 $64.09 $69.88 $76.95 $85.79 $97.16 $112.32
8.0% $54.37 $58.38 $63.13 $68.82 $75.79 $84.49 $95.68
8.5% $50.17 $53.56 $57.51 $62.18 $67.79 $74.64 $83.21
Valuation range based on:
• WACC: 6.5% - 7.5%
• Terminal growth rate: 2.5% = 3.5%
Implied shared price range: $69.88 to $115.87

25. 25Source: Bloomberg, US Federal Reserve Economic Data.
Appendix 10: WACC calculation
Assumptions:
• Risk-free rate = 1.84% (US Treasury 5-yr bond yield)
• Market risk premium = 6.80% (S&P 500 arithmetic average return over last 10 years = 8.64%)
• After-tax cost of debt = 2.37% (Kraft’s cost of debt)
Name
Levered
Beta
% Debt % Equity Tax Rate
Unlevered
Beta
TINGYI HLDG CO 0.85 25.5% 74.5% 42.7% 0.63
NH FOODS LTD 0.66 18.0% 82.0% 29.6% 0.54
NISSHIN SEIFUN 0.80 2.4% 97.6% 33.4% 0.78
INDOFOOD CBP 1.20 2.3% 97.7% 27.2% 1.17
KIKKOMAN CORP 0.86 7.3% 92.7% 11.9% 0.80
Mean: 0.87 11.1% 88.9% 29.0% 0.78
Comparable Companies – Unlevered Beta Calculation
Unlevered
Beta
% Debt % Equity Tax Rate
Levered
Beta
Capital Structure based on comparables: 0.78 11.1% 88.9% 33.8% 0.88
Capital Structure based on Kraft's structure: 22.2% 77.8% 35.0% 0.90
Nissin – Levered Beta & WACC Calculation
Cost of Equity Based on Comparables: 7.84%
Cost of Equity Based on Kraft's Structure: 7.96%
WACC, based on Comparables: 7.23%
WACC, based on Kraft's Structure: 6.72%
Average WACC: 6.97%

26. 26Source: Nissin 2017 Investor Presentation
Appendix 11: Nissin sales growth forecast
Assumptions:
• FY2018 sales growth and mix forecasted per Nissin’s estimates
• Nissin management expects to reach $5.4 billion in sales by 2021
• We expect FY2019-FY2022 sales growth and mix to be more aggressive than Nissin’s forecast if KHC acquires
Region FY2017 Revenue % Breakdown YOY Growth %
Japan $3464.2 77.8% 5.10%
The Americas $542.5 12.2% 25.10%
China $323.3 7.3% -12%
Asia $80.8 1.8% 25.40%
EMEA $41.3 0.9% 0.20%
Total $4452.1 100.0% 5.90%
Nissin’s Revenue & Growth Breakdown by Region (USD millions)
Region FY2018E FY2019E FY2020E FY2021E FY2022E
Assumed
Growth
Geographic
Mix
Assumed
Growth
Geographic
Mix
Assumed
Growth
Geographic
Mix
Assumed
Growth
Geographic
Mix
Assumed
Growth
Geographic
Mix
Japan 2.3% 75.7% 2.6% 74.5% 3.0% 73.3% 3.0% 72.2% 3.0% 70.0%
The Americas 10.9% 12.9% 11.0% 13.0% 11.1% 13.2% 11.2% 13.5% 11.2% 14.0%
China 13.9% 8.0% 13.0% 8.3% 12.0% 8.7% 11.0% 9.0% 10.0% 9.5%
Asia 33.0% 2.3% 33.0% 3.0% 33.0% 3.5% 33.0% 4.0% 33.0% 5.0%
EMEA 19.8% 1.1% 20.0% 1.2% 20.0% 1.3% 20.0% 1.4% 20.0% 1.5%
Weighted Average
Growth 5.2% 100.0% 5.7% 100.0% 6.1% 100.0% 6.3% 100.0% 6.6% 100.0%
FY2018E FY2019E FY2020E FY2021E FY2022E
$4,685.38 $4,951.33 $5,254.51 $5,583.46 $5,950.18
Revenue Forecast
(USD million):

27. 27Source: Nissin 2017 Consolidated Financial Statements, 2016 Annual Report, 2015 Annual Report
Appendix 12: Nissin consolidated income statement pro forma (USD millions)
Historical Projected
FY14 FY15 FY16 FY17 FY18E FY19E FY20E FY21E FY22E
Revenue $3,750.85 $3,876.19 $4,204.10 $4,452.26 $4,685.38 $4,951.33 $5,254.51 $5,583.46 $5,950.18
Cost of goods sold ($2,077.50) ($2,181.74) ($2,339.64) ($2,426.97) ($2,554.05) ($2,699.02) ($2,864.28) ($3,043.60) ($3,243.50)
Gross Profit $1,673.35 $1,694.45 $1,864.45 $2,025.29 $2,131.34 $2,252.31 $2,390.22 $2,539.86 $2,706.68
Gross Margin: 44.6% 43.7% 44.3% 45.5% 45.5% 45.5% 45.5% 45.5% 45.5%
SG&A Expenses ($1,294.13) ($1,337.51) ($1,470.17) ($1,629.94) ($1,668.43) ($1,713.62) ($1,766.00) ($1,820.73) ($1,880.81)
Depreciation ($130.38) ($138.67) ($157.17) ($138.32) ($145.56) ($153.82) ($163.24) ($173.46) ($184.85)
Operating Profit $248.84 $218.27 $237.11 $257.03 $317.34 $384.87 $460.98 $545.68 $641.02
Operating Margin: 6.6% 5.6% 5.6% 5.8% 6.8% 7.8% 8.8% 9.8% 10.8%
Non-Operating Income $68.04 $82.57 $61.08 $55.07 $47.57 $50.74 $52.26 $54.53 $60.46
Non-Operating Expenses ($3.98) ($4.62) ($22.18) ($16.93) ($6.60) ($9.50) ($11.13) ($11.43) ($9.58)
Ordinary Income $312.91 $296.22 $276.02 $295.17 $358.32 $426.12 $502.11 $588.77 $691.89
Total Extraordinary Gains $31.35 $27.75 $115.05 $67.39 - - - - -
Total Extraordinary Losses ($59.32) ($63.36) ($58.95) ($43.54) - - - - -
Income Before Tax $284.94 $260.62 $332.13 $319.01 $358.32 $426.12 $502.11 $588.77 $691.89
Income Taxes $100.52 $94.22 $100.69 $115.13 $121.08 $143.99 $169.66 $198.95 $233.79
Income Taxes Adjustment $11.16 ($1.75) ($10.06) ($9.24) - - - - -
Total Income Taxes $111.68 $92.47 $90.63 $105.89 $121.08 $143.99 $169.66 $198.95 $233.79
Net Income Before Minority Interests $173.25 $168.14 $241.49 $213.12 $237.24 $282.13 $332.45 $389.83 $458.10
Minority Interests in Earnings of
Consolidated Subsidiaries ($0.18) ($1.92) - - - - - - -
Net Income $173.07 $166.22 $241.49 $213.12 $237.24 $282.13 $332.45 $389.83 $458.10
Net Margin: 4.6% 4.3% 5.7% 4.8% 5.1% 5.7% 6.3% 7.0% 7.7%
Shares Outstanding (avg during
period in millions) 110.22 110.23 109.5 106.44 106.44 106.44 106.44 106.44 106.44
Earnings per share $1.57 $1.53 $2.21 $2.00 $2.23 $2.65 $3.12 $3.66 $4.30
EBITDA $379.23 $356.94 $394.28 $395.35 $462.90 $538.69 $624.22 $719.13 $825.87
EBITDA Margin 10.1% 9.2% 9.4% 8.9% 9.9% 10.9% 11.9% 12.9% 13.9%

28. 28Source: Nissin 2017 Consolidated Financial Statements, 2016 Annual Report, 2015 Annual Report
Appendix 13: Nissin consolidated balance sheet pro forma (USD millions)
ASSETS Historical Projected
Current assets FY14 FY15 FY16 FY17 FY18E FY19E FY20E FY21E FY22E
Cash and deposits $717.83 $847.54 $782.38 $636.96 $670.31 $708.36 $751.73 $798.79 $851.26
Notes & Accounts Receivable -
Trade, net $457.42 $485.62 $548.27 $582.94 $587.79 $594.03 $601.61 $608.68 $616.05
Marketable Securities $105.31 $172.02 $34.17 $10.37 $10.37 $10.37 $10.37 $10.37 $10.37
Inventory $188.23 $207.19 $244.01 $259.62 $266.22 $273.93 $282.86 $292.23 $302.53
Deferred Tax Assets $40.53 $42.11 $50.81 $46.25 $46.25 $46.25 $46.25 $46.25 $46.25
Others $60.79 $55.35 $55.13 $61.51 $69.98 $78.93 $88.43 $98.52 $109.28
Total Current Assets $1,570.11 $1,809.83 $1,714.76 $1,597.66 $1,650.92 $1,711.87 $1,781.25 $1,854.84 $1,935.74
Non-current assets
Property, plant and equipment $1,325.85 $1,322.52 $1,516.85 $1,688.64 $1,908.54 $2,081.51 $2,202.02 $2,263.06 $2,256.72
Intangible assets $56.66 $73.76 $379.83 $395.81 $395.81 $395.81 $395.81 $395.81 $395.81
Investments & Other Assets $1,353.69 $1,399.07 $1,355.91 $1,142.52 $1,167.45 $1,194.01 $1,220.32 $1,246.97 $1,277.42
Total non-current assets $2,736.20 $2,795.35 $3,252.59 $3,226.97 $3,471.81 $3,671.33 $3,818.15 $3,905.85 $3,929.95
TOTAL ASSETS $4,306.31 $4,605.17 $4,967.34 $4,824.63 $5,122.73 $5,383.20 $5,599.39 $5,760.69 $5,865.69

29. 29Source: Nissin 2017 Consolidated Financial Statements, 2016 Annual Report, 2015 Annual Report
Appendix 13 (cont.): Nissin consolidated balance sheet pro forma (USD millions)
LIABILITIES Historical Projected
Current Liabilities FY14 FY15 FY16 FY17 FY18E FY19E FY20E FY21E FY22E
Notes & Accounts Payable - Trade $390.34 $403.23 $460.97 $464.39 $416.46 $435.22 $456.69 $479.77 $505.41
Short-term Borrowings $29.93 $34.76 $165.77 $165.71 $370.30 $437.35 $422.30 $303.60 $92.29
Current Portion of Long-Term Debt $17.76 $17.46 $20.65 $50.02 $21.30 $19.86 $9.64 $20.41 -
Other Payables $287.83 $292.52 $325.21 $300.08 $347.84 $367.58 $390.09 $414.51 $441.74
Accrued Income Taxes $65.62 $46.37 $65.22 $71.19 $71.19 $71.19 $71.19 $71.19 $71.19
Other current liabilities $108.17 $130.98 $137.71 $168.73 $171.85 $175.15 $178.66 $182.38 $186.35
Total Current Liabilities $899.65 $925.32 $1,175.53 $1,220.11 $1,398.95 $1,506.35 $1,528.56 $1,471.87 $1,296.98
Long-Term Liabilities
Long Term Debt $9,974.00 $9,893.00 $13,498.00 $18,730.00 $16,358.00 $14,147.00 $13,074.00 $10,801.00 $10,801.00
Deferred Tax Liabilities $15,115.00 $21,347.00 $24,022.00 $16,629.00 $16,629.00 $16,629.00 $16,629.00 $16,629.00 $16,629.00
Deferred Tax Liabilities for
Remeasurements $2,744.00 $2,455.00 $2,081.00 $2,002.00 $2,002.00 $2,002.00 $2,002.00 $2,002.00 $2,002.00
Liability for Retirement Benefits $6,290.00 $3,395.00 $7,987.00 $7,346.00 $7,148.22 $7,553.96 $8,016.50 $8,518.37 $9,077.86
Others $2,876.00 $2,774.00 $2,907.00 $3,105.00 $3,105.00 $3,105.00 $3,105.00 $3,105.00 $3,105.00
Total Long-Term Liabilities $36,999.00 $39,864.00 $50,495.00 $47,812.00 $45,242.22 $43,436.96 $42,826.50 $41,055.37 $41,614.86
TOTAL LIABILITIES $137,166.00$142,889.00$181,379.00$183,659.00$201,000.87$211,153.87$213,016.31$204,932.93$186,020.74
EQUITY
Shareholders' Equity
Common Stock $225.63 $225.63 $225.63 $225.63 $225.63 $225.63 $225.63 $225.63 $225.63
Capital Surplus $434.85 $434.86 $432.70 $447.49 $447.49 $447.49 $447.49 $447.49 $447.49
Retained earnings $2,367.39 $2,454.81 $2,638.79 $2,766.97 $2,909.31 $3,078.59 $3,278.06 $3,511.96 $3,786.82
Treasury Stock, at cost ($194.99) ($194.75) ($321.86) ($522.63) ($522.63) ($522.63) ($522.63) ($522.63) ($522.63)
Total Shareholders' Equity $2,832.88 $2,920.55 $2,975.26 $2,917.45 $3,059.80 $3,229.08 $3,428.54 $3,662.44 $3,937.30
Accumulated Other Comprehensive
Income $155.60 $328.79 $258.43 $145.74 $145.74 $145.74 $145.74 $145.74 $145.74
Stock Acquisition Rights $10.60 $13.63 $16.70 $14.60 $14.60 $14.60 $14.60 $14.60 $14.60
Non-controlling Interests $75.27 $58.84 $87.89 $97.30 $97.30 $97.30 $97.30 $97.30 $97.30
TOTAL EQUITY $3,074.36 $3,321.82 $3,338.29 $3,175.09 $3,317.44 $3,486.72 $3,686.19 $3,920.08 $4,194.94
TOTAL EQUITY AND LIABILITIES $4,306.31 $4,605.17 $4,967.34 $4,824.63 $5,122.73 $5,383.20 $5,599.39 $5,760.69 $5,865.69

30. 30Source: Nissin 2017 Consolidated Financial Statements, 2016 Annual Report, 2015 Annual Report
Appendix 14: Nissin consolidated statement of cash flows pro forma (USD millions)
Historical Projected
CASH FLOWS FROM OPERATING ACTIVITIES FY14 FY15 FY16 FY17 FY18E FY19E FY20E FY21E FY22E
Net Profit $284.94 $260.62 $332.13 $319.01 $237.24 $282.13 $332.45 $389.83 $458.10
Depreciation and amortization $130.38 $138.67 $157.17 $138.32 $145.56 $153.82 $163.24 $173.46 $184.85
Impairment Loss $17.95 $45.42 $9.82 $8.77 - - - - -
Increase (Decrease) in Allowance for Doubtful
Receivables $0.27 $0.37 ($1.16) ($1.85) - - - - -
Increase (Decrease) in Accrued Retirement Benefits ($67.33) - - - - - - - -
Increase (Decrease) in Liability for Retirement Benefits $33.08 ($16.09) -$15.89 $39.55 ($1.78) $3.64 $4.15 $4.51 $5.03
Interest & Dividend Income ($26.76) ($24.82) ($21.05) ($19.91) - - - - -
Interest Expenses $2.25 $2.22 $3.08 $3.20 - - - - -
Foreign Currency Exchange Loss (Gain) ($1.93) ($21.19) $14.74 $13.20 - - - - -
Equity in Earnings of Affiliates (Gain) ($19.34) ($26.31) ($24.98) ($15.15) ($24.93) ($26.55) ($26.31) ($26.65) ($30.44)
Loss (Gain) on Disposal & Sales of PPE $7.26 $1.70 $1.49 $5.40 - - - - -
Loss (Gain) on Sales & Revaluation of Marketable
Securities, Investments in Securities & Other ($8.98) ($16.03) ($32.26) ($63.49) - - - - -
(Increase) Decrease in Trade Notes & Accounts
Receivable ($20.82) ($23.24) ($44.03) ($33.64) ($4.85) ($6.23) ($7.58) ($7.07) ($7.37)
(Increase) Decrease in Inventories ($2.30) ($11.35) ($23.29) ($13.59) ($6.60) ($7.72) ($8.93) ($9.37) ($10.31)
Increase (Decrease) in Trade Notes & Accounts
Payable ($12.05) $5.08 $43.32 $2.18 ($47.92) $18.75 $21.47 $23.08 $25.64
Increase (Decrease) in Other Payables ($4.55) $15.73 $20.43 $14.69 $47.76 $19.74 $22.51 $24.42 $27.23
Others $13.81 $0.89 ($45.24) ($22.19) ($5.34) ($5.65) ($5.99) ($6.37) ($6.79)
Subtotal $325.86 $331.66 $374.28 $374.50 $339.14 $431.94 $495.00 $565.83 $645.93
Interest & Dividends Received $42.20 $54.66 $40.86 $36.95 - - - - -
Interest Paid ($2.25) ($2.22) ($3.08) ($3.20) - - - - -
Income Taxes (Paid) Refunded ($94.45) ($111.48) ($87.08) ($110.51) - - - - -
Net Cash from Operating Activities $271.37 $272.62 $324.98 $297.75 $339.14 $431.94 $495.00 $565.83 $645.93

31. 31Source: Nissin 2017 Consolidated Financial Statements, 2016 Annual Report, 2015 Annual Report
Appendix 14 (cont.): Nissin consolidated statement of cash flows pro forma (USD millions)
Historical Projected
CASH FLOWS FROM INVESTING ACTIVITIES FY14 FY15 FY16 FY17 FY18E FY19E FY20E FY21E FY22E
Increase in Time Deposits ($19.09) ($54.18) ($33.14) ($59.18) - - - - -
Proceeds from Redemption in Time Deposits $27.99 $27.56 $75.42 $44.90 - - - - -
Proceeds from Sales & Redemption of Marketable
Securities $181.50 $247.69 $7.18 $3.14 - - - - -
Payment for Purchases of PPE $97.36 $75.45 ($291.99) ($275.93) ($365.46) ($326.79) ($283.74) ($234.51) ($178.51)
Proceeds from Sales of PPE ($189.22) ($179.19) $16.26 $13.21 - - - - -
Payment for Purchases of Investments in Securities $20.50 $16.42 ($105.62) ($164.63) - - - - -
Proceeds from Sales & Redemption of Investments in
Securities ($188.91) ($145.90) $195.94 $179.94 - - - - -
Proceeds from Sales of Investments in Subsidiaries $4.26 - - - - - - - -
Payment of Loans Receivable ($7.22) ($0.61) - ($0.01) - - - - -
Collection of Loans Receivable $10.36 $0.62 $3.48 $2.82 - - - - -
Payment for Acquisition of Interests of Subsidiaries
with the Change in the Scope of Consolidation - - -$272.71 - - - - - -
Payment for Acquisition of Shares of Subsidiaries with
the Change in the Scope of Consolidation - - - ($3.91) - - - - -
Proceeds from Sale of Shares of Subsidiaries with the
Change in the Scope of Consolidation - - $5.24 - - - - - -
Others ($22.91) ($31.36) ($11.05) ($8.13) - - - - -
Net Cash from Investing Activities ($85.39) ($43.49)($411.00)($267.77)($365.46)($326.79)($283.74)($234.51)($178.51)

32. 32Source: Nissin 2017 Consolidated Financial Statements, 2016 Annual Report, 2015 Annual Report
Appendix 14 (cont.): Nissin consolidated statement of cash flows pro forma (USD millions)
Historical Projected
CASH FLOWS FROM FINANCING ACTIVITIES FY14 FY15 FY16 FY17 FY18E FY19E FY20E FY21E FY22E
Net Increase (Decrease) in Short-Term Borrowings $18.22 $5.87 $132.93 ($3.06) $204.59 $67.05 ($15.05) ($118.70) ($211.31)
Proceeds from Long-Term Borrowings $36.22 $21.24 $40.33 $54.77 - - - - -
Repayment of Long-Term Borrowings ($55.63) ($23.56) ($18.02) ($26.21) ($50.02) ($21.30) ($19.86) ($9.64) ($20.41)
Net Increase in Treasury Stock ($0.05) ($0.08) ($127.36) ($206.03) - - - - -
Cash Dividends Paid ($74.23) ($74.25) ($74.25) ($77.67) ($94.90) ($112.85) ($132.98) ($155.93) ($183.24)
Cash Dividends Paid to Non-Controlling-Interest
Shareholders ($0.27) ($0.11) ($0.11) ($0.29) - - - - -
Proceeds from Payment from Non-Controlling-Interest
Shareholders - - $14.95 $22.04 - - - - -
Proceeds from Sale of Shares of Subsidiaries Without
Change of Scope of Consideration - - $6.73 $6.38 - - - - -
Others ($0.82) ($1.16) ($2.24) ($3.94) - - - - -
Net Cash from Financing Activities ($76.56) ($72.04) ($27.04) ($234.01) $59.67 ($67.11) ($167.88) ($284.27) ($414.96)
Effect of Exchange Rate Changes on Cash &
Equivalents $25.35 $45.46 -$43.86 $12.21 - - - - -
Net Increase (Decrease) in Cash & Equivalents $134.77 $202.56 ($156.92) ($191.83) $33.35 $38.05 $43.37 $47.06 $52.46
Cash & Cash Equivalents at Beginning of Year $574.94 $720.33 $951.10 $796.56 $636.96 $670.31 $708.36 $751.73 $798.79
Adjustment for Time Deposits & Marketable Securities ($2.51) ($103.56) ($14.15) $30.15 - - - - -
Increase in Cash & Equivalents Arising from Initial
Consolidation of Subsidiaries $10.63 $23.12 $1.20 $1.90 - - - - -
Increase (Decrease) in Cash & Equivalents Resulting
From Change in Fiscal Year-End of Consolidated
Subsidiaries - $5.09 $1.15 $0.18 - - - - -
Ending Cash $717.83 $847.54 $782.38 $636.96 $670.31 $708.36 $751.73 $798.79 $851.26

33. 33Source: Nissin 2017 Consolidated Financial Statements, 2016 Annual Report, 2015 Annual Report, 2017 Investor Presentation
Appendix 15: Forecast assumptions for Nissin pro formas
Additional Assumptions in Our Forecast
Income Statement:
• Annual revenue will surpass Nissin management’s expectations of $5.4 billion by FY 2021 due to KHC synergies
• COGS remains a constant percentage of revenue as main raw material is wheat
• SG&A expenses will decrease over time due to KHC operating efficiencies & cost-cutting methodologies
• Gain on marketable securities & foreign exchange gain assumed to be non-recurring
• Dividend income & equity in earnings of affiliates remain a constant percentage of revenue
• Other non-operating income & expenses remain a constant percentage of revenue
• There will be no substantial change in tax rates in the jurisdictions where Nissin operates
• Depreciation & amortization remains a constant percentage of revenue because Nissin’s main business is manufacturing
• Extraordinary gains & losses assumed to be non-recurring
Balance Sheet:
• Days receivable & days inventories outstanding are expected to improve as Nissin becomes more efficient over time
• Days payable outstanding expected to remain constant
• Liability for retirement benefits & other payables remain a constant percentage of revenue
• No additional issuance of long-term debt in the next five years
• No new issuance or repurchase of stock
Statement of Cash Flows & Debt Schedule:
• Impairment loss & allowance for doubtful receivables assumed to be zero as they are difficult to forecast
• Interest income, interest expense, & dividend income assumed to be paid in cash
• Nissin expects $1.35 billion in capital expenditures over the next 5 years
• Minimum cash on hand remains constant as a percentage of sales
• Dividend payout ratio is 40% per Nissin management’s plan