coming july 2012: new investment fund options and an ... more information visit or call

Nestlé Smart$aving Program

Coming July 2012: New investment fund options and an expanded investment advice service

Nestlé regularly reviews the Savings Plan* investment fund options and account features to keep the plans competitive and cost-efficient and also to try to ensure they meet the diverse needs of our employees.

To help you achieve your retirement goals, Nestlé has decided to make important changes to the Savings Plan. A new simplified fund lineup and an expanded level of professional investment advice will be available to you effective July 2, 2012. We believe these changes will streamline your investment decision process and give you new tools with which to manage your retirement savings.

Please take time to read this brochure and the enclosed information to deter-mine whether you should make any changes to your Savings Plan account.

Review the changes

Online webcasts and phone conferences are scheduled in June to review these changes.

Your participation is highly encour-aged. A schedule of educational sessions is enclosed in this mailing. Pre-registration for the webcasts is required.

What’s InsIde:

Highlights of the Changes . . . . . 2

Target Date Funds . . . . . . . . . . . 3

Core Funds . . . . . . . . . . . . . . . . . 4

Fund Mapping . . . . . . . . . . . . . . 5

Professional Account Manager . . . . . . . . . . . . 6

*”Nestlé Smart$aving Program” and “Savings Plan” refer to the Nestlé 401(k) Savings Plan, the Nestlé USA, Inc. Hourly Retirement Savings Plan, and the Nestlé USA C&S Savings Plan.

A transition weekend schedule highlighting important dates can be found on page 7 of this brochure. Please review these dates carefully as they may impact your Savings Plan account.

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• new target date Funds are replacing the current Pre-set Portfolios. Target Date Funds offer a convenient way to work toward your long-term retirement goals. Target Date Funds are diversified portfolios that become more conservative as each Fund nears its target date.

• the Core Funds are being simplified. Rather than offering multiple funds with similar character-istics, a single fund will be offered for each asset class (with US stocks represented by a large cap fund and a small cap fund). This simplified lineup is intended to make your asset allocation decision easier, while still allowing you to select from a variety of investment funds with different levels of potential risk and return.

• Professional account Manager program is being added. Like the existing Personal Online Advisor tool, this expanded level of advisory services is also powered by Financial Engines. With Professional Account Manager, a fee-based program, professionals select a personalized mix of funds appropriate for you and provide ongoing management and one-on-one support. Whether you participate in either Personal Online Advisor or Professional Account Manager, you may speak with an ING Investment Advisor Representa-tive to help you build a retirement strategy and make informed decisions in your retirement planning. Refer to the enclosed ING Advisor Service Overview sheet for detailed infor-mation about these services.

noW Is a Good tIMe to RevIeW youR aCCountIf you are already participating in the Savings Plan, no action is required. However, now is a perfect opportunity to review your account and decide if you want to make changes.

not PaRtICIPatInG In the savInGs Plan?Don’t wait. enroll and start saving now! Building your personal retirement savings is critical. The Nestlé Smart$aving Program makes it easy with regular payroll deductions, high-quality investment funds, and a wealth of resources to help you manage your Savings Plan account. If you enroll today, your contribution rate will generally take effect with the next payroll cycle. Your investment fund elections will simply map to the new fund lineup when it goes live in July.

to enRoll oR Make ChanGes* • Visit the Nestlé Smart$aving web site: http://nestle.ingplans.com.

• Call the Nestlé Smart$aving Call Center: 1-877-NesCALL (1-877-637-2255) and select the “401(k) Savings” prompt. Representatives are available Monday – Friday, from 7:30 a.m. to 11:00 p.m. (Eastern Time), except NYSE holidays.

Highlights of the Changes

* You will need your Social Security Number, Employee ID or Username, as well as your 6-digit password to access your Savings Plan account. If you have forgotten your password, click the “Forgot Your Password” link on the Nestlé Smart$aving web site or request a password reminder to be mailed to you by calling the Nestlé Smart$aving Call Center.

For more information visit http://nestle.ingplans.com or call 1-877-637-2255 3

Your Membership AdvantagesYour Membership Advantages

Today, the investment fund lineup for the Savings Plan includes Pre-set Port-folios, each with a different percentage mix of stocks and bonds, reflecting different levels of potential risk and return. These will be replaced by ten new custom Target Date Funds, which will provide diversification by asset class (such as equity, fixed income, commodities, real estate, and cash and cash alternatives), but will gradually become more conservative as the Funds near the end of their respective target years, with the exception of the Target Date Income Fund.

As time passes, each Target Date Fund rolls down to a more conserva-tive asset allocation. This adjustment is based on a schedule called a “glide path.” Designed by investment

experts who professionally manage the glide path, this gradual process of moving from more potential risk and return to less potential risk and return can help you plan for a financially secure retirement. If you don’t have the time or desire to manage your own investments, a Target Date Fund may offer a simple “one-stop” solution to diversify your investments.

Each Target Date Fund will reach its most conservative mix right after the end of its stated target year. At that time, it will be merged into the Target Date Income Fund. As its name implies, the Target Date Income Fund is intended to help provide income during your retirement years by attempting to preserve assets, while still providing a modest return to

mitigate the impact of inflation. It is important to note, though, that even the Target Date Income Fund will re-tain a significant exposure to equities and other securities, and its value is expected to fluctuate with changes in the market. Investments in the Funds are not guaranteed in any way. No Fund is designed to provide guaranteed income at any time, including at or after the target date.

For more information, including strategy, benchmarks and potential risk, refer to the enclosed Nestlé Savings Plan Quarterly Investment Summary. You can also view the Target Date Funds fact sheet on the Nestlé Smart$aving web site or request it through the Nestlé Smart$aving Call Center.

Target Date Funds aim for simplicity and diversification

seleCtInG a taRGet date FundThe design of the Target Date Funds is based on the assumption that participants will retire and begin withdrawing assets at approximately age 62, and that they have a relatively average tolerance for risk. If you think this describes you, you may consider selecting a Target Date Fund based on the year you were born (refer to the chart below). You may want to consider other special circumstances, such as how rapidly you expect to spend the money in your account after retirement, any other assets or income available for your retirement and your marital status. If you are a relatively more aggressive or conservative investor, or plan to retire or begin withdrawing assets from your Savings Plan account significantly earlier or later than age 62, you may want to select a Target Date Fund with an earlier or later target year.

For example, if you were born in 1969, you could pick the Target Date 2030 Fund, or if you had 15 years left until your anticipated retirement date, you could choose the Target Date 2025 Fund. Then you could invest 100% of your current Savings Plan balances and future contributions in that one Target Date Fund and have a diversified portfolio which, in many cases, would generally be appropriate for you now and until retirement.

You should consult with your own financial advisor to help determine what’s best for you.

BIRth date oR yeaRs to RetIReMent ConsIdeR thIs taRGet date Fund

december 31, 1951, and earlier You are near or in retirement Target Date Income Fund

January 1, 1952 – december 31, 1956 3 to 7 Target Date 2015 Fund








January 1, 1992, and after 43 or more Target Date 2055 Fund

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In most cases, two or three current Core and Active Funds are being replaced with a single new Core Fund. This is to reduce overlap and simplify your invest-ment choices. A Real Asset Fund is also being added that is designed to seek return in excess of inflation across a range of market environments. If you are an active investor who prefers to choose your own mix of funds, using the new Core Funds may be appropriate for you. There are six Core Funds in the more focused lineup:

• Conservative Income Fund• US Bond Fund• Real Asset Fund• US Stock Fund• US Small Company Stock Fund• International Stock Fund

These new funds are institutional funds comprised of a mix of index and active managers to provide low cost, high quality funds. Because these are institutional funds, the investment performance information for these funds is not published in outside sources. You must refer to the Nestlé Smart$aving web site or the Nestlé Smart$aving Call Center for this information.

For more information on the funds, including strategy, benchmarks and risk, refer to the enclosed Nestlé Savings Plan Quarterly Investment Summary. You can also view fund fact sheets on the Nestlé Smart$aving web site or request them through the Nestlé Smart$aving Call Center.

the Mutual Fund WIndoW Is stIll an InvestMent ChoICe undeR the savInGs Plan If you are an experienced investor who is comfortable researching and selecting investments beyond the Core Funds and Target Date Funds in the Savings Plan, consider the Mutual Fund Window (“MFW”). It provides you with access to thou-sands of well-known, retail mutual funds. If you want to invest in the MFW, you must first complete a Mutual Fund Window Application, which is available in the Forms section of the Nestlé Smart$aving web site. For more information on the MFW, please call State Street Global Markets directly at 1-866-544-0070. Or, you can call the Nestlé Smart$aving Call Center and ask to be transferred to State Street Global Markets. Please note that there are restrictions and additional fees associated with investing in the MFW.

a special note

The Conservative Income Fund is the successor fund to the Core Stable Investment Fund. The Fund still seeks to produce current income while protecting principal over time. The same investment strategies remain in place, but the guidelines have been enhanced to include a wider variety of low risk fixed income management. Op-erationally, the Fund will transition from a fixed $1.00 daily net asset value (NAV) to a floating NAV. This means investors in the Fund will not receive new units each day equal to the daily return of the Fund, but instead investment returns earned by the Fund may fluctuate up or down daily, as reflected by a change in the NAV.

Your new core investment fund options: A more focused lineup


Your Membership Advantages

At the end of June, your existing Savings Plan balances and investment elections will be transferred from the existing funds to new funds with the most similar characteristics. If, however, you have any balances invested in a Pre-set Portfolio and/or you have investment elections for one or more Pre-set Portfolios, these balances or investment elections will be mapped to a Target Date Fund based on your date of birth, as shown on the chart on page 3. All future contributions and loan repayments, if applicable, will also be directed to the new funds. This process is called “mapping.” The table below illustrates how mapping will occur.

next stePs—should you take aCtIon? If you are satisfied with your current investment fund elections and where your Savings Plan balance will be mapped to on June 29, 2012:

• no action is required. Current Savings Plan balances and investment elections for future contributions will transfer automatically.

If you would like your current Savings Plan balance and/or future contributions to be invested in investment funds other than the ones listed in the mapping table above:

• action is required. You should change your investment elections for your existing Savings Plan balance and/or future contributions to the appropriate fund(s) listed on the mapping table before 4:00 p.m. (Eastern Time) on June 29, 2012. Otherwise, you will need to wait until after the transfer is complete in order to make changes.

After the transition is completed, you will be able to change your investment elections for your existing Savings Plan balance and future contributions to the new investment funds.

Fund Mapping: Transferring your assets to the new investment funds

assets and investment elections in these current savings Plan funds

Will be transferred to these new savings Plan funds

Core Stable Investment Fund Conservative Income Fund

Core Bond Fund Active Bond Fund

US Bond Fund

Core Common Stock Fund Active Large Cap Growth Fund Active Large Cap Value Fund

US Stock Fund

Core Small Company Stock Fund Active Small Company Stock Fund

US Small Company Stock Fund

Core International Stock Fund Active International Stock Fund

International Stock Fund

Pre-set Portfolio 30 Pre-set Portfolio 60 Pre-set Portfolio 75 Pre-set Portfolio 90

Target Date Fund according to your

date of birth on file and an anticipated

retirement date at age 62

Mutual Fund Window No impact – assets will remain invested

in the Mutual Fund Window

Please note

If you want to invest in a Target Date Fund other than one based on your birth date (as shown in the chart on page 3), you will have to make this investment election on or after July 2, 2012. For example, if you were born in 1964 and part or all of your Savings Plan balance is invested in any of the Pre-set Portfolios at transition, those assets will be mapped to the Target Date 2025 Fund. Similarly, any investment elections for future contributions that you have in place at that time for any of the Pre-set Portfolios will automatically be mapped to the Target Date 2025 Fund. If you wish to invest in a different Target Date Fund, you may do so after the investment fund transition is completed on July 2, 2012.

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Nestlé is backing its commitment to helping each participant make informed investment decisions about his or her Savings Plan account with access to professional advisory services in the Savings Plan. Now, in addition to the existing Personal Online Advisor tool (formerly called Online Advice), powered by Financial Engines, you can utilize a new discretionary managed account program, Professional Account Manager. Professional Account Manager is also powered by Financial Engines and uses the same sophisticated financial modeling and latest research to create a customized investment strategy based on your retirement horizon and financial profile.

Professional Account Manager can be added to your Savings Plan account if you want a professional investment advisory service to manage your account, build a personalized retirement plan, select investment funds for you and provide one-on-one support to help keep you on track. This program will also implement the recommended investment changes for you and will continue to monitor your Savings Plan account and make changes as appropriate. Professional Account Manager is designed for the hands-off participant who wants to leave the management of his or her Savings Plan account with a professional advisor. There is a fee to use the Professional Account Manager program.

Refer to the enclosed ING Advisor Service Overview sheet for additional information about Personal Online Advisor and Professional Account Manager, including fees and how to use these services.

New Professional Account Manager* program

* Advisory Services provided by ING Investment Advisors, L.L.C. for which Financial Engines® Advisors, L.L.C. acts as sub advisor. ING Investment Advisors does not give tax or legal advice. If you need tax advice, consult your accountant or lawyer, if you need legal advice, consult your lawyer. For more information about the ING Advisor Service, please read the ING Investment Advisor Disclosure Statement that can be viewed online beginning in July by accessing the ING Advisor Service link through the Nestlé Smart$aving web site or may be requested from an ING Investment Advisor by calling the Nestlé Smart$aving Call Center. Financial Engines Advisors, L.L.C. is not a corporate affiliate of ING Investment Advisors, L.L.C. or ING Institutional Plan Services. Neither ING Investment Advisors nor Financial Engines guarantees future results. Financial Engines® is a registered trademark of Financial Engines, Inc.

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Personal online advisor still available

Do you like to do the work yourself? The Personal Online Advisor service (formerly called Online Advice) is still offered through the Nestlé Smart$aving web site. This service offers professional, personalized online investment advice and uses the same methodology as the Professional Account Manager program. It’s fast, easy to use, and available at no additional cost to you. To access this service, simply log in to your Savings Plan account and select the ING Advisor Service icon under Retirement Planning on the home page. Any information entered into the Personal Online Advisor tool prior to July 2, 2012, will remain in the system after the transition. Refer to the ING Advisor Service Overview sheet for additional information.



The transition of investment funds is anticipated to begin at 4:00 p.m. (Eastern Time) on Friday, June 29, and end by 8:00 a.m. (Eastern Time), Monday, July 2, 2012. Because the stock market will be closed during this time, minimal incon-venience is expected.

If you plan to make investment election changes within your Savings Plan account in the near future, such as transferring balances, changing your contribution rate, requesting a loan, or requesting a withdrawal or distribution, you must complete your transactions by 4:00 p.m. (eastern time) on Friday, June 29, 2012. Otherwise, please wait to request any transactions until the transition is completed, which is anticipated to be Monday, July 2, 2012.

Transition Weekend: June 29, 2012

key dates*

now through Friday, June 29 Review your current Savings Plan balances and

investment elections and compare them to the

new funds. If you feel comfortable with how

your account balance will be transferred and

future contributions redirected, you do not need to do anything at this time.

If you would like your current balance to be

transferred into funds other than the ones they

will automatically be transferred to, you have the opportunity to make changes at any time prior to June 29.

Friday, June 29, 4:00 p.m. (eastern time)

Last date to request transactions for your

Savings Plan account before the new investment

funds are implemented.

Friday, June 29, after 4:00 p.m, through Monday, July 2, at 8:00 a.m. (eastern time)

• Assets are transferred to the new

investment fund lineup.

• Your Savings Plan account remains invested

and continues to receive any investment

earnings during this time period.

• It is anticipated that you will be able to

access your Savings Plan account throughout

this period. However, to permit a smooth

transition of assets, there may be certain

times when account access is temporarily

unavailable.

Monday, July 2, after 8:00 a.m. (eastern time)

Transition period is anticipated to end and full

Savings Plan account access is available. New

Savings Plan investment funds and features

are in place.

* The transition is expected to occur during this time period. However, in the unlikely event that these dates change, you will be notified as soon as reasonably possible.

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ManaGInG Fees and exPensesThe investment funds in the Savings Plan are subject to investment management and administrative fees (fees for services such as plan recordkeeping, legal, and trustee). Nestlé will continue to take advantage of its size and purchasing power to keep fees and expenses in the Savings Plan as low as possible, so more of your money stays invested for your future. Refer to the enclosed Estimated 2012 Savings Plan Fees sheet for a summary of the fees for the new investment funds.

Questions? Nestlé Smart$aving web site http://nestle.ingplans.com

Nestlé Smart$aving Call Center 1-877-NesCALL (1-877-637-2255) and select the “401(k) Savings” prompt

Si necesita ayuda para entender el material contenido en este folleto, póngase en contacto con el Centro de llamadas Nestlé Smart$aving llamando al 1-877-637-2255 y elija la opción “Ahorros 401(k).” Luego, pida hablar con un representante de habla hispana para que le ayude.

Nestlé cannot provide investment, tax or financial planning advice. The trustee, Nestlé, and the Plan Administrator cannot guarantee that the performance objectives of any of the investment funds will be achieved. If market con-ditions deteriorate, there is risk that your savings could decline in value. However, the range of investment options available under the Savings Plan should allow you the relative level of potential investment risk you desire. This brochure was prepared to help you understand certain investment fund changes to the Savings Plan, effective July 2, 2012. It is not intended to offer advice or to take the place of any financial planner. In all cases, the official Savings Plan document governs how the Savings Plan works. Nestlé USA, Inc. reserves the right to change, amend, suspend, or terminate the Savings Plan at any time.

NesFChBro CN0416-2167-0514 05/12

ING Advisor Service Overview

What is the iNG advisor service?

The ING Advisor Service,** powered by Financial Engines, offers Savings Plan* participants convenient access to planning and investment advisory services to help you make informed decisions about how much to save and how to invest to help meet your retirement goals. In addition to your Savings Plan account, the ING Advisor Service also provides you with the opportunity to include other outside retirement accounts for you and your spouse to provide a comprehensive retirement planning overview. It delivers two different types of advisory services to different types of investors. Use of the ING Advisor Service is completely optional. Review each option below to decide if either service might be right for you.

Personal online advisor: This is a web-based service for the investor seeking advice to help make his or her own decisions in a “self-service,” convenient environment. You may access this service from the Nestlé Smart$aving web site. After connecting to Personal Online Advisor, you can follow the easy, step-by-step instructions, allowing you to move at your own pace. Based on your input, Personal Online Advisor will display:

• A retirement forecast based on your current elections• Investment and savings recommendations for your Savings Plan account• Investment advice on outside retirement accounts• The likelihood of reaching your retirement income goals

You can use the interactive tools to see how changes to investment risk, contributions or retirement age can affect your financial forecast. Once you receive your advice, you will need to take action to implement the changes. When you find the strategy you like, simply select the Make Changes icon to accept the advice, and your changes will be automatically implemented within your Savings Plan account. Additionally, you can elect to receive quarterly Retirement Updates to help you stay on track for retirement.

Personal Online Advisor is available to you as a participant of the Savings Plan at no additional cost, and you can use it as often as you like.

Professional account Manager: This service is designed for the investor who prefers that investment professionals actively manage his or her Savings Plan account. Once you add this program to your Savings Plan account, automatic updates will be made to your account to keep you on target. ING Investment Advisor Representatives are available to help you when you have questions. You benefit from:

• One-on-one support • Access to a member-only web site• Ongoing account management • A personalized profile• Periodic account analysis and rebalancing • Quarterly Retirement Updates

When you enroll in Professional Account Manager, a program fee is applied to your Savings Plan account based on your account’s total managed account balance.*** These fees are no more than 0.50% of your managed account balance per year as illustrated in the chart below:

For example, if your Professional Account Manager balance is $50,000, your monthly fee would be about $20.85 ($50,000/$10,000 = 5 x $4.17 =$20.85 per month). If your balance is $150,000, your monthly fee would be about $58.35. If your balance is $300,000, your monthly fee would be about $102.05. There is no minimum balance (but there must be money in the account). The program fee is paid from your Savings Plan account, so there is no bill to pay and no reduction in your take-home pay.

You can start or stop this program at any time. Note, however, that if you make investment changes on your own to your Savings Plan account, your membership in Professional Account Manager will be discontinued.

As a participant in the Nestlé Smart$aving Program,* you may have questions about retirement planning. For example: Which investment funds should I choose? How much should I save? How much might my account be worth at retirement? How much investment risk am I taking? To help you answer these questions, Nestlé has partnered with ING Advisor Service to offer tools with which to manage your retirement savings and deliver personalized, professional and objective investment advice.

Portion of Managed account Balance

annual rate

approximate Monthly Program Fee

On your first $100,000 0.50% $4.17 per $10,000

On your next $150,000 0.40% $3.33 per $10,000

On your balance over $250,000 0.25% $2.08 per $10,000

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To learn more about either Personal Online Advisor or Professional Account Manager, or to enroll in Professional Account Manager, log on to your account on the Nestlé Smart$aving web site or call the Nestlé Smart$aving Call Center and ask to speak with an ING Investment Advisor Representative. ING Investment Advisor Representatives are available weekdays from 8:00 a.m. to 8:00 p.m. (Eastern Time), except on NYSE holidays. You can ask to receive a retirement assessment and specific savings and investment recommendations designed to help you meet your financial goals. There is no charge for your initial consultation. You can decide whether to use the advice you receive and can ask an ING Investment Advisor Representative to enroll you in Professional Account Manager.

QUESTIONS?Nestlé smart$aving web site: http://nestle.ingplans.com

Nestlé smart$aving call center: 1-877-NescaLL (1-877-637-2255) – select the “401(k) savings” prompt

* ”Nestlé Smart$aving Program” and “Savings Plan” refer to the Nestlé 401(k) Savings Plan, the Nestlé USA, Inc. Hourly Retirement Savings Plan, and the Nestlé USA C&S Savings Plan. ** Advisory Services provided by ING Investment Advisors, L.L.C. for which Financial Engines® Advisors, L.L.C. acts as sub advisor. ING Investment Advisors does not give tax or legal

advice. If you need tax advice, consult your accountant or lawyer, if you need legal advice, consult your lawyer. For more information about the ING Advisor Service, please read the ING Investment Advisor Disclosure Statement that can be viewed online beginning in July by accessing the ING Advisor Service link through the Nestlé Smart$aving web site or may be requested from an ING Investment Advisor by calling the Nestlé Smart$aving Call Center. Financial Engines Advisors, L.L.C. is not a corporate affiliate of ING Investment Advisors, L.L.C. or ING Institutional Plan Services. Neither ING Investment Advisors nor Financial Engines guarantees future results. Financial Engines® is a registered trademark of Financial Engines, Inc.

*** Professional Account Manager fees are charged in the frequency and manner detailed in the Terms & Conditions; monthly fee examples are for illustrative purposes only. † State Street Global Markets, LLC administers the Mutual Fund Window. State Street Global Markets, LLC is a separate entity and not a corporate affiliate of ING.ING Investment Advisors, LLC and Institutional Plan Services, LLC are members of the ING family of companies.

QuaLiFied iNvestMeNt advisor rePreseNtatives are oN caLL

ING Investment Advisor Representatives are licensed and trained to work with any investor. Their qualifications include:• Series 6 (Investment Company Products/Variable Contracts Limited Representative), Series 63 (State Securities Representative) and Series 65

(Investment Advisor Representative) licenses• College for Financial Planning Chartered Mutual Fund CounselorSM and Retirement Planning CounselorSM professional designations

ING Investment Advisor Representatives are not paid commissions from product sales. Contact an Investment Advisor Representative by calling the Nestlé Smart$aving Call Center as indicated below.

details. Personal online advisor Professional account Manageraccess Access virtually 24/7 to retirement and investment

advice through the Nestlé Smart$aving web site.Log in via the Nestlé Smart$aving web site or contact a Representative via the Nestlé Smart$aving Call Center; ING Investment Advisor Representatives are available from 8:00 a.m. to 8:00 p.m. (Eastern Time), excluding NYSE holidays.

Getting advice Move through the online service at your own pace. Use the interactive tools to change your strategy and see how your forecast is affected.

Your ING Investment Advisor Representative works with you to review your retirement savings and investments, walk you through a personal assessment and suggest changes.

Making changes Receive a Retirement Plan Preview online and then implement your advice for your Savings Plan account.

When you enroll in Professional Account Manager, your portfolio is automatically managed for you.

ongoing advice Do-it-yourself account management. Sign up for quarterly e-mail advice and log on at your convenience to view an updated forecast and make changes.

Receive quarterly Retirement Updates, automatic rebalancing of your account and e-mail reminders to check in as your financial situation changes.

Fees There are no additional fees to use the online service. Free initial consultation. If you enroll, there is a monthly program fee charged to your Savings Plan account – see page 1 for details.

assets covered Funds within your Savings Plan account as well as any outside retirement accounts you add to the tool.

Savings Plan balances, excluding balances within the Mutual Fund Window† or any outside retirement accounts. Outside account balances are taken into consideration in the management of your account, but specific advice is not provided for these balances.

services overview/Fact sheet

iNG advisor services at-a-GLaNce

Nestlé Smart$aving Program Your Membership Advantages

From Monday, June 4, to Friday, June 29, Financial Finesse will be conducting interactive online

webcasts and phone conferences which will explain the July 2012 Savings Plan* changes in detail

and also provide an overview of retirement planning. Details on the two different offerings are listed

below. Your participation in one of these events is highly encouraged.

Online Webcast and Phone Conference Schedule

Online Webcast InformationOnline webcasts will be offered weekdays from June 4 to June 28, 2012, and each session will last one hour. You will

be provided with the opportunity to submit your questions to a Certified Financial Planner™ who will be conducting the

live webcast.

Attendance for each session is limited and pre-registration is required; early registration is encouraged. Webcasts will

be offered at the following times (all times listed are Eastern Time):

9 a.m. 11 a.m. 2 p.m. 5 p.m. 7 p.m. 11 p.m.

To register, log on to http://ffreg.me/nestleusa, select the desired available webcast and enter the required information. Additional webcast details will be provided to you after your registration is completed.

Phone Conference InformationPhone conferences will be offered on June 8, June 15, June 22 and June 29, and each call will last one hour. There will be a limited opportunity for Q & A at the end of the call, if time permits. Pre-registration is not required. If you would like to view the presentation during the call, you will need to download a copy, which can be found on the login page of the Nestlé Smart$aving web site at http://nestle.ingplans.com.

Phone conferences will be offered at the following times (all times listed are Eastern Time):

11 a.m. 4 p.m. 11 p.m.

To participate, dial 1-530-881-1212 or toll-free 1-855-212-0212 and enter code 403 663 696# a few minutes prior to the conference call start time.

*” Nestlé Smart$aving Program” and “Savings Plan” refer to the Nestlé 401(k) Savings Plan, the Nestlé USA, Inc. Hourly Retirement Savings Plan, and the Nestlé USA C&S Savings Plan.

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Nestlé Savings Plan Quarterly Investment Summary

The historical returns for the Pre-set Portfolios, Core Funds, and Active Funds, listed to the left on the chart above, are the actual returns (net of investment management and administrative expenses) earned by those investment funds up to 03/31/2012. Going forward, the returns for the new Core Funds (other than the Conservative Income Fund) will reflect performance beginning as of 07/02/2012, and will be presented net of investment management and administrative expenses. Historical performance for the Core Stable Investment Fund will constitute the historical performance of the Conservative Income Fund. Returns for any new underlying investment managers are on a go forward basis. All those returns are presented net of fees, including administrative expenses (currently 0.13%). Historical performance is not necessarily indicative of actual investment performance, which could differ substantially. In particular, the performance of the new funds could differ substantially from the performance of the prior funds. These returns assume that an investment is made at the beginning of the period and redeemed at the end of the period. All returns are calculated in US dollars.Effective 07/02/2012 the Core Funds and Active Funds listed to the left will be transferred to new Savings Plan investment funds which will have similar characteristics. Refer to the back of this sheet for the objectives, strategies, risks and underlying investments for these new funds.

1 Each fund’s return is compared with that of an index/benchmark. An index/benchmark is an unmanaged portfolio of specified securities and does not reflect any initial or ongoing expenses, nor can it be invested in directly. Each fund’s portfolio may differ significantly from the securities in its respective index/benchmark. Index/benchmark returns are from Lipper or Reuters. Benchmark returns for the Pre-set Portfolios are blended returns based on the mix of the Core Funds in each Pre-set Portfolio. Copyright 2012 Lipper or Reuters. All rights reserved. Any copying, republication or redistribution of Lipper or Reuters content is expressly prohibited without the prior written consent of Lipper or Reuters. Lipper or Reuters shall not be liable for any errors or delays in the content, or for any actions taken in the reliance thereon.

2Estimated Annualized Expense Ratio effective 03/31/2012.

3Estimated Annualized Expense Ratio, calculated as of 03/31/2012.4Returns for the Custom International index represent the MSCI EAFE index through 03/31/2010 and the MSCI ACWI Ex-US index since 04/01/2010. “Savings Plan”refers to the Nestlé 401(k) Savings Plan, the Nestlé USA, Inc. Hourly Retirement Savings Plan, and the Nestlé USA C&S Savings Plan. If you have any questions regarding this information, call the Nestlé Smart$aving Call Center at 1-877-NesCALL (1-877-637-2255). Nestlé Smart$aving Call Center Representatives are available Monday through Friday, 7:30 am to 11:00 pm (Eastern Time), except New York Stock Exchange holidays.

Fund Name Benchmark1

Expense Ratio2 (as of 03/31/2012)

As of 03/31/2012 YTD 1 Year 3 Years 5 Years 10 Years 2011 2010 2009 2008 2007

New Fund Name Benchmark1

(as of 07/02/2012)

Estimated Annualized Expense Ratio3 as of 03/31/2012

Core Stable Investment Fund 0.57% 0.59% 0.59% 2.56% 3.44% 4.25% 4.52% 2.83% 3.69% 4.39% 5.85% 5.22% Conservative Income Fund

3 Month T-Bill0.58%

3 Month T-Bill 0.01% 0.01% 0.06% 0.13% 1.24% 1.91% 0.10% 0.13% 0.21% 2.06% 5.00%

Core Bond Fund 0.18% 0.25% 0.25% 7.49% 6.68% 6.16% 5.69% 7.65% 6.39% 5.90% 5.34% 6.81%US Bond Fund

Barclays Capital US Agg Bond index

0.31% Barclays Capital US Agg Bond index 0.30% 0.30% 7.71% 6.83% 6.25% 5.80% 7.84% 6.54% 5.93% 5.24% 6.97%

Active Bond Fund 0.59% 2.85% 2.85% 5.85% 9.22% 8.20% 6.90% 4.04% 8.70% 13.66% 4.68% 8.97%

Barclays Capital US Agg Bond index 0.30% 0.30% 7.71% 6.83% 6.25% 5.80% 7.84% 6.54% 5.93% 5.24% 6.97%

Core Common Stock Fund 0.15% 12.55% 12.55% 8.37% 23.29% 1.94% 4.02% 1.96% 14.97% 26.49% -37.03% 5.39%

US Stock Fund

S&P 500 index0.41%

S&P 500 index 12.59% 12.59% 8.54% 23.42% 2.01% 4.12% 2.11% 15.06% 26.46% -37.00% 5.49%

Active Large Cap Value Fund 0.65% 13.26% 13.26% 2.43% 23.73% -2.13% 4.71% -4.20% 13.35% 31.10% -43.38% 0.04%

Russell 1000 Value index 11.12% 11.12% 4.79% 22.82% -0.81% 4.58% 0.39% 15.51% 19.69% -36.85% -0.17%

Active Large Cap Growth Fund 0.68% 17.24% 17.24% 6.64% 21.01% 2.63% 5.66% -4.19% 12.49% 34.73% -38.96% 11.14%

Russell 1000 Growth index 14.69% 14.69% 11.02% 25.28% 5.10% 4.28% 2.64% 16.71% 37.21% -38.44% 11.81%

Core Small Company Stock Fund 0.18% 14.13% 14.13% 1.53% 28.58% 3.27% 7.21% -3.94% 26.55% 37.61% -38.80% 4.74%US Small Company Stock Fund

Russell 2500 index

0.84% Russell Small Cap Completeness index 14.16% 14.16% 1.57% 28.71% 3.28% 7.34% -3.92% 26.64% 37.68% -38.98% 4.85%

Active Small Company Stock Fund 1.09% 10.48% 10.48% -1.42% 27.22% 2.69% 6.41% -3.00% 26.68% 33.57% -37.57% 3.62%

Russell 2500 index 12.99% 12.99% 1.33% 28.42% 3.03% 7.49% -2.51% 26.71% 34.39% -36.79% 1.38%

Core International Stock Fund 0.25% 11.14% 11.14% -7.19% 17.54% -3.49% 5.44% -13.70% 10.23% 32.23% -45.47% 13.08%

International Stock Fund

MSCI ACWI Ex-US index0.57%

Custom International index4 11.23% 11.23% -7.17% 17.50% -3.33% 5.80% -13.71% 10.36% 31.78% -43.38% 11.17%

Active International Stock Fund 0.73% 12.50% 12.50% -6.91% 19.67% -0.98% 6.87% -14.76% 11.57% 43.43% -43.62% 14.12%

MSCI EAFE index 10.86% 10.86% -5.77% 17.13% -3.51% 5.70% -12.14% 7.75% 31.78% -43.38% 11.17%

The Real Asset Fund is a new fund within the Savings Plan, effective 07/02/2012. It does not replace any of the existing Core Funds; therefore, there are no historical returns for similar predecessor funds.

Real Asset Fund

Real Asset Fund Custom Blend index

1.03%

Pre-set Portfolio 30 0.41% 4.16% 4.16% 4.08% 9.82% 4.15% 5.01% 2.22% 7.88% 12.14% -8.85% 5.83% The Pre-set Portfolios are risk-based funds whose names reflect their approximate equity exposure. The new Target Date Funds, which will replace the Pre-set Portfolios, are not similar funds; however, they will provide diversification by asset class and become more conservative as you near retirement. Because they are new investment funds within the Savings Plan, historical returns are not available for these funds.

Target Date Funds Savings Plan balances and investment elections within the Pre-set Portfolios will be mapped to a Target Date Fund based on your birth date, assuming a retirement age of 62. Refer to the back of this sheet for detailed information about Target Date Funds, including an estimated annual expense ratio.

Pre-set 30 benchmark 3.73% 3.73% 2.52% 7.67% 2.22% 3.53% 0.62% 5.78% 9.38% -11.29% 5.70%

Pre-set Portfolio 60 0.29% 7.75% 7.75% 4.76% 15.82% 3.37% 5.17% 0.91% 11.66% 19.64% -22.37% 6.24%

Pre-set 60 benchmark 7.51% 7.51% 3.96% 14.69% 2.34% 4.51% 0.13% 10.68% 18.15% -23.64% 6.12%

Pre-set Portfolio 75 0.23% 9.48% 9.48% 4.73% 18.53% 2.63% 5.08% -0.11% 13.11% 23.26% -28.91% 6.64%

Pre-set 75 benchmark 9.36% 9.36% 4.35% 17.96% 2.09% 4.87% -0.47% 12.69% 22.43% -29.47% 6.46%

Pre-set Portfolio 90 0.17% 11.34% 11.34% 5.09% 21.74% 2.09% 4.98% -0.63% 15.28% 27.04% -34.78% 6.61%

Pre-set 90 benchmark 11.37% 11.37% 5.14% 21.80% 2.07% 5.23% -0.60% 15.42% 26.99% -34.74% 6.47%

FSPNC 05/12


AS OF 03/31/2012 ANNUAL RETURNS

Effective 07/02/2012,

the Savings Plan

balances and

investment elections

in the Core Funds and

Active Funds, listed

to the left, will be

transferred to new

funds with similar

characteristics,

listed to the right.

PERFORMANCE HISTORY

TARGET DATE FUNDS CORE FUNDS MFW

Investment Objective The Target Date Funds (“the Funds”) seek total return, moving to a greater emphasis on current income and inflation protection (and less on capital appreciation) over time as each Fund approaches its target date. Each Fund also seeks to meet or exceed the results of its Custom Benchmark (after adjustment for fees) over the long-term.

Investment Strategy The Funds are a series of portfolios that invest in a variety of asset classes, and, with the exception of the Target Date Income Fund (“Income Fund”), each is managed to the specific target year stated in its name. Each Fund is generally designed to provide exposure to a variety of asset classes through investments in equity, fixed income, commodity, real estate, and cash and cash alternative assets to varying degrees, depending on its proximity to the target date.

With the exception of the Income Fund, each Fund’s asset allocation strategy will change over time according to the strategic asset allocation glide path. The glide path represents the shifting of asset classes and investments over time and is intended to show how, as a Fund approaches its target date, its primary investment objective moves from seeking total return to a greater emphasis on current income and inflation protection (i.e., more emphasis on fixed income assets and cash and less on equity and other assets). It is intended that each Fund’s target asset allocation will reach that of the Income Fund by the end of its target year and the Fund will then be merged into the Income Fund. The Income Fund uses an asset allocation strategy designed for participants who are retired or expect to retire soon, and represents the most conservative point on the glide path. Nonetheless, the Income Fund will retain a signifi-cant allocation to equities and other securities and therefore can go down in value. Investments in the Funds are not guaranteed in any way. No Fund is designed to provide guaranteed income at any time, including at or after the target date.

Fund Manager: J.P. Morgan Asset Management’s Global Multi-Asset Group

HOW TO SELECT A TARGET DATE FUND THAT IS APPROPRIATE FOR YOU:The design of the Target Date Funds is based on the assumption that participants will retire and begin withdrawing assets at approximately age 62, and that they have a relatively average tolerance for risk. If you think this describes you, you may consider selecting a Target Date Fund based on the year you were born (refer to the chart below). You may want to consider other special circumstances, such as how rapidly you expect to spend the money in your account after retirement, any other assets or income available for your retirement and your marital status. If you are a relatively more aggressive or conservative investor, or plan to retire or begin withdrawing assets from your Savings Plan account significantly earlier or later than age 62, you may want to select a Target Date Fund with an earlier or later target year.

FUN

DS

CONSERVATIVE INCOME FUND US BOND FUND

REAL ASSET FUND

US STOCK FUND

US SMALL COMPANY

STOCK FUNDINTERNATIONAL

STOCK FUND

MUTUAL FUND

WINDOW

INV

ES

TE

D I

N

Investment Managers: BlackRock, WAMCO, PIMCO, CBRE, & GSR3LP; Wrap Providers: MetLife, ING, MetLife S/A (BlackRock), MetLife S/A (PIMCO)

PIMCO Total Return Bond Strategy, BlackRock DC Core Plus Account, SSgA US Bond Index NL Series Fund-Class A

JP Morgan Diversified Real Return

Winslow Large Cap Growth Fund Class I, Dodge & Cox Stock, SSgA S&P 500 Index NL Series Fund—Class A

Goldman Sachs Small Cap Value Inst., Royce Pennsylvania Mutual In-stl., TimesSquare Small Cap Growth Instl., Long-leaf Partners Small Cap, SSgA Russell Sm/Mid Cap Index NL Series Fund—Class A

Dodge & Cox International Stock, EuroPacific Growth Fund R6, SSgA Global All Cap Equity Ex—US Index NL Series Fund—Class A, SSgA Emerging Markets Index NL Series Fund—Class A

Over 13,000 different retail mutual funds from over 300 fund families.

OB

JEC

TIV

E

Seeks to produce current income while protecting principal over time.

Seeks current income and capital appreciation by investing in a mix of US bonds.

Seeks long-term return over the inflation rate, with lower volatility than the S&P 500 index, by investing in inflation-sensitive asset classes.

Seeks long-term growth of capital by investing in stocks of large US companies.

Seeks long-term growth of capital by investing in stocks of smaller US companies.

Seeks long-term growth of capital by investing in stocks of non-US companies in both developed and emerging market countries.

Objectives vary depending on the individual mutual funds selected.

ST

RA

TE

GY

/RE

ST

RIC

TIO

N

The Fund generally invests in a diversified mix of fixed income investments with an average short- to intermediate-term maturity. The Fund may also maintain an allocation to money market and other short-term investments to provide for participant liquidity needs. Other Fund investments may include a variety of stable value investment contracts, including separate account insurance investment contracts and synthetic investment contracts (“wraps”), which are intended to help certain associated fixed income investments of the Fund provide a stable rate of income. Although the Fund’s daily net asset value (NAV) may move up or down on a daily basis, the movements are expected to be mild. Note: Amounts cannot be transferred directly into the Mutual Fund Window. You must first transfer those amounts to any of the other Core Funds or Target Date Funds, and the transferred amounts must remain in those Core Funds or Target Date Funds for a minimum of 90 days.

The Fund invests in a well-diversified portfolio that is representative of the domestic bond market. Its holdings include US Treasury Bonds, mortgage-backed securities, and corporate bonds. The Fund is composed of three managers: an index fund manager who seeks to match the returns of the Barclays Capital US Aggregate Bond index, and two actively managed funds that seek to outperform the index over the long term. Performance prior to June 29, 2012, is not shown as this is a new investment option.

The Fund invests in mutual funds (and to a lesser extent in exchange traded funds and exchange traded notes) which in turn invest in Treasury Inflation Protected Securities (TIPS), CPI-U swaps, real estate investment trusts (REITS), commodities, natural resources and infrastructure securities. Performance prior to June 29, 2012, is not shown as this is a new investment option.

The Fund invests in a diversified mix of large US companies representing a wide range of industry sectors. The Fund is composed of 3 managers: an index fund manager who seeks to match the returns of the S&P 500 index, an active manager that seeks to identify large cap growth companies expected to outperform their peers, and an active manager that seeks to identify large cap companies that are undervalued but expected to outperform over the long-term. Performance prior to June 29, 2012, is not shown as this is a new investment option.

The holdings in this Fund represent many industries and market sectors. The Fund is composed of five managers: an index fund manager who seeks to match the returns of the Russell Small Cap Completeness index, and four actively managed funds that seek to uncover tomorrow’s market leaders by investing in stocks of small, emerging-growth companies that demonstrate earning potential. Performance prior to June 29, 2012, is not shown as this is a new investment option.

The Fund seeks to invest in the equity securities of strong, growing companies in developed and emerging markets outside the United States. Holdings represent a wide range of countries and industry sectors. The risk is high but does not necessarily follow US markets. The Fundis composed of threemanagers: an index fundmanager who seeks tomatch the returns of theMSCI ACWI ex US IMI andMSCI Emerging Marketsindex, and two activelymanaged funds that seekto select stocks that willoutperform internationaldeveloped markets overthe long term. Performanceprior to June 29, 2012, isnot shown as this is a newinvestment option.Note: If you transfer orreallocate out of the Fund,you will not be permittedto transfer balancesback into the Fund for90 calendar days. Thisrestriction does not applyto payroll contributions,loan repayments,withdrawals, and newloan requests.

Before you invest in a mutual fund, you should carefully review the fund prospectus to be certain you understand the fund’s objective, risk profile, and any fees which may be associated with the fund. To obtain information and investment returns for the funds in the Mutual Fund Window, log on to the State Street Global Markets website at www.mystreetscape.com/my/ing or call them toll-free at 1-866-544-0070.

PO

TE

NT

IAL

RIS

K Low. Suitable for conservative investors seeking an investment that generates income while protecting principal over time.

Moderate. Suitable for somewhat moderate investors with a medium-term investment time horizon.

Moderate. Suitable for moderate investors seeking to invest in inflation-sensitive asset classes.

Moderate to high. Suitable for moderate to aggressive investors seeking to invest in large-company US stocks.

High. Suitable for aggressive investors seeking to invest in smaller companies and willing to accept the market risk of seeking long-term returns.

High. Suitable for aggressive investors seeking to invest in non-US developed and emerging market stocks, and willing to take on currency risk.

See above.

EFFECTIVE JULY 2, 2012

Birth Date Years to Retirement

Consider this Target Date Fund

Estimated Annualized Expense Ratio

as of 03/31/2012December 31, 1951, and earlier You are near or in retirement Target Date Income Fund 0.47%

January 1, 1952 – December 31, 1956 3-7 Target Date 2015 Fund 0.42%

January 1, 1957 – December 31, 1961 8–12 Target Date 2020 Fund 0.39%







January 1, 1992, and after 43 or more Target Date 2055 Fund 0.38%

OR

POTENTIAL RISK

Low Moderate High

n US Large Cap

n TIPS

n US Small Cap

n High Yield

n REITs

n Cash & Cash Alternatives

n EAFE

n Direct Real Estate

n Emerging Markets Equity

n Commodities

n US Fixed Income

Income 2015 2020 2025 2030 2035 2040-2055

Nestlé Smart$aving Program Your Membership Advantages

The investment funds in the Savings Plan are subject to investment management fees and administrative fees (fees for services such as plan recordkeeping, legal, and trustee). Following are the estimated fees for 2012.

FUND2INVESTMENT MANAGEMENT FEES ADMINISTRATIVE FEES TOTAL FEES

Conservative Income Fund 0.45% 0.13% 0.58%

US Bond Fund 0.18% 0.13% 0.31%

Real Asset Fund 0.90% 0.13% 1.03%

US Stock Fund 0.28% 0.13% 0.41%

US Small Company Stock Fund 0.71% 0.13% 0.84%

International Stock Fund 0.44% 0.13% 0.57%

Target Date Income Fund 0.34% 0.13% 0.47%

Target Date 2015 Fund 0.29% 0.13% 0.42%

Target Date 2020 Fund 0.26% 0.13% 0.39%

Target Date 2025 Fund 0.26% 0.13% 0.39%

Target Date 2030 Fund 0.25% 0.13% 0.38%

Target Date 2035 Fund 0.25% 0.13% 0.38%

Target Date 2040 - 2055 Funds 0.25% 0.13% 0.38%

Savings Plan Weighted Average3 0.36% 0.13% 0.49%

Mutual Fund Window 1.00%4 0.13% 1.13%

If you have any questions regarding this information, call the Nestlé Smart$aving Call Center at 1-877-NesCALL(1-877-637-2255) and select the “401(k) Savings” prompt. Nestlé Smart$aving Call Center Representatives are available Monday through Friday, 7:30 a.m. to 11:00 p.m. (Eastern Time), except New York Stock Exchange holidays.

Si necesita ayuda para entender esta informacion, por favor llame al 1-877-NesCALL (1-877-637-2255), de lunes a viernes, 7:30 a.m.–11:00 p.m. (hora del Este) y podras hablar con uno de los representates.

1” Nestlé Smart$aving Program” and “Savings Plan” refer to the Nestlé 401(k) Savings Plan, the Nestlé USA, Inc. Hourly Retirement Savings Plan, and the Nestlé USA C&S Savings Plan.

2 Includes embedded fund expenses, where applicable.3 If you held the same asset mix as the Savings Plan as of March 31, 2012, your total estimated fees would be 0.49%, which is the Savings Plan

weighted average. The Core and Target Date Funds are institutional funds which generally are lower cost funds than retail mutual funds. The Mutual Fund Window is comprised of retail mutual funds.

4 This is an estimated figure for illustration only. Nestlé has no control over the fees for the funds within the Mutual Fund Window, and the fees are not reported to Nestlé.

FEE 05/12

Estimated 2012 Savings Plan1 Fees

May 2012

Important Savings Plan Information

The Nestlé 401(k) Savings Plan, Nestlé USA, Inc. Hourly Retirement Savings Plan, and the Nestlé USA C&S Savings Plan, each referred to as “Savings Plan,” were established to encourage you to save for retirement on a regular, long-term basis. This document serves as a Summary of Material Modifications (“SMM”) to inform you of certain changes to the Savings Plan, effective as indicated below. This SMM is a supplement to the Summary Plan Description (“SPD”) and should be kept with the SPD as it reflects changes to the language in this document. Information on how to request additional copies of the SPD is described in the section below entitled Your Savings Plan Resources. Investment Fund Changes Currently, the Savings Plan offers four groups of investment options – Pre-set Portfolios, Core Funds, Active Funds and a Mutual Fund Window. Effective July 2, 2012, all of these investment options, with the exception of the Mutual Fund Window, will be eliminated and replaced with a new investment fund lineup, featuring six new Core Funds and a series of Target Date Funds. The new investment fund options available under the Savings Plan will be:

Core Funds Fund Investment Objective Conservative Income Fund Seeks to produce current income while protecting principal over time. This Fund is the

successor to the Core Stable Investment Fund. US Bond Fund Seeks current income and capital appreciation by investing in a mix of US bonds. Real Asset Fund Seeks long-term return over the inflation rate, with lower volatility than the S&P 500

index, by investing in inflation-sensitive asset classes. US Stock Fund Seeks long-term growth of capital by investing in stocks of large US companies. US Small Company Stock Fund Seeks long-term growth of capital by investing in stocks of smaller US companies. International Stock Fund Seeks long-term growth of capital by investing in stocks of non-US companies in both

developed and emerging market countries.

Target Date Funds Fund Investment Objective Target Date Income Fund The Target Date Funds (“the Funds”) seek total return, moving to a greater emphasis

on current income and inflation protection (and less on capital appreciation) over time as each Fund approaches its target date.

Target Date 2015 Fund Target Date 2020 Fund Target Date 2025 Fund Target Date 2030 Fund Target Date 2035 Fund Target Date 2040 Fund Target Date 2045 Fund Target Date 2050 Fund Target Date 2055 Fund

Mutual Fund Window

Fund Investment Objective Over 13,000 different retail mutual funds

Unchanged

The Target Date Funds are a new type of investment option under the Savings Plan that, like the Pre-set Portfolios, invest in a variety of asset classes. The Target Date Funds invest in equity, fixed income, commodities, real estate, and cash and cash alternatives seeking total return, current income and capital appreciation. Unlike the Pre-set Portfolios, however, with the exception of the Target Date Income Fund, each Target Date Fund’s asset allocation strategy gradually becomes more conservative until reaching its most conservative allocation at the end of the target year. Depending on the proximity to the target year, the Fund will seek to achieve the

objectives of growth, income and inflation protection to varying degrees. Additional information about the new investment fund lineup, including fund fact sheets for the new Core Funds and the Target Date Funds, is available on the Nestlé Smart$aving web site or can be requested by calling the Nestlé Smart$aving Call Center. Fund Mapping: Transferring Assets into the New Investment Funds On June 29, 2012, existing Savings Plan account balances and investment elections in the Core Funds and Active Funds will be transferred from existing funds to the new funds with the most similar characteristics, as shown in the first chart below. Any Savings Plan account balances and investment elections in a Pre-set Portfolio will be mapped to a Target Date Fund based on your date of birth on file and an assumed retirement at age 62, as shown in the second chart below. Any investments held in the Mutual Fund Window will not be changed. After the transition is complete on July 2, 2012, you will be able to change your investment elections for your existing Savings Plan balance and future contributions to the new investment funds.

Fund Mapping Chart

Assets and investment elections in these current Savings Plan funds

Will be transferred to these new Savings Plan funds

Core Stable Investment Fund Conservative Income Fund Core Bond Fund Active Bond Fund US Bond Fund

Core Common Stock Fund Active Large Cap Growth Fund Active Large Cap Value Fund

US Stock Fund

Core Small Company Stock Fund Active Small Company Stock Fund US Small Company Stock Fund

Core International Stock Fund Active International Stock Fund International Stock Fund

Pre-set Portfolio 30 Pre-set Portfolio 60 Pre-set Portfolio 75 Pre-set Portfolio 90

Target Date Fund according to your date of birth on file and an assumed retirement at age 62 (see the Target Date Fund – Birth Date Chart below)

Mutual Fund Window No impact – assets will remain invested in the current investments under the Mutual Fund Window

Target Date Fund – Birth Date Chart Birth Date Target Date Fund

December 31, 1951, and earlier Target Date Income Fund January 1, 1952 – December 31, 1956 Target Date 2015 Fund January 1, 1957 – December 31, 1961 Target Date 2020 Fund January 1, 1962 – December 31, 1966 Target Date 2025 Fund January 1, 1967 – December 31, 1971 Target Date 2030 Fund January 1, 1972 – December 31, 1976 Target Date 2035 Fund January 1, 1977 – December 31, 1981 Target Date 2040 Fund January 1, 1982 – December 31, 1986 Target Date 2045 Fund January 1, 1987 – December 31, 1991 Target Date 2050 Fund

January 1, 1992, and after Target Date 2055 Fund Default Fund Change It is your responsibility to review and select the appropriate investment fund(s) for your situation from the broad range of available options in the Savings Plan, and Nestlé urges you to do so. However, if you do not make an investment election using the Nestlé Smart$aving web site or the Nestlé Smart$aving Call Center, your Savings Plan account will be automatically invested in the default investment fund (the “Default Fund”) used by the Savings Plan. In effect, if you do not make a different investment election under the Savings Plan, you will be electing to invest your Savings Plan account in the Default Fund. This rule applies whether you actively enroll and fail to select your investments or, for those Savings Plans that offer automatic enrollment, whether you are automatically enrolled in the Savings Plan.

- 2 -

- 3 -

On July 2, 2012, the Default Fund for participants* will change from Pre-set Portfolio 60 to a Target Date Fund determined by your date of birth on file and an assumed retirement at age 62 as indicated on the Target Date Fund – Birth Date Chart on the previous page. The birth date used for this calculation is your birth date as reflected in the HR system. If this date is incorrect, please contact your HR representative as soon as possible to have this corrected. Generally, any changes to the Target Date Fund as a result of a correction of the birth date reflected in the HR system will only be made on a go-forward basis, not retroactively. * The Default Fund for an alternate payee or death beneficiary will be the Conservative Income Fund. Additional information about the Target Date Funds, including a fund fact sheet, can be found on the Nestlé Smart$aving web site or requested by calling the Nestlé Smart$aving Call Center. Trade Restriction for the International Stock Fund To discourage excessive trading, the Core International Stock Fund and the Active International Stock Fund have trade restrictions associated with transfers out of these funds. Effective July 2, 2012, these trade restrictions will apply to the International Stock Fund, which is replacing these two Core Funds, so that if a participant changes investment elections to transfer/reallocate any portion of the participant’s account out of the International Stock Fund (even $.01), the participant is restricted from changing investment elections to transfer/reallocate amounts into the Fund for a rolling 90-day period.** Participants are able to transfer/reallocate into the Fund at any time until they process a transfer/reallocation out of the Fund. Payroll contributions and loan repayments are not considered transfers or reallocations into the Fund, and loans and withdrawals are not considered transfers or reallocations out of the Fund, since they do not involve any investment election change. Also, transfers/reallocations made as a result of the quarterly Automatic Periodic Rebalancing feature will not be considered transfers/reallocations into or out of the Fund. Transfers/reallocations resulting from advice provided by the ING Advisor Service, however, are considered transfers/reallocations into or out of the Fund.

** The 90-day period will include weekends/holidays. However, if you request a transfer/reallocation on a Saturday, it will be processed the next business day (i.e., Monday). The 90-day period will be counted from the business day your transfer/reallocation was processed but will include subsequent weekends/holidays.

Information Regarding Investing in the Mutual Fund Window The Conservative Income Fund is a successor to the Core Stable Investment Fund. Therefore, effective July 2, 2012, the restriction for transferring amounts directly into the Mutual Fund Window from the Core Stable Investment Fund will apply to the Conservative Income Fund so that amounts will not be able to be transferred from the Conservative Income Fund directly into the Mutual Fund Window. If you wish to transfer amounts that are invested in the Conservative Income Fund into the Mutual Fund Window, you must first transfer those amounts to any of the other Core Funds or Target Date Funds, and the transferred amounts must remain in the other Core Fund(s) or Target Date Fund(s) for a minimum of 90 days. When the 90-day period is over, you may then transfer those amounts into the Mutual Fund Window. You can always transfer amounts that are not invested in the Conservative Income Fund directly into the Mutual Fund Window, and amounts that are invested in the Mutual Fund Window can be transferred directly into the Conservative Income Fund. New Investment Advice Service As a participant in the Savings Plan, you currently have access to Personal Online Advisor (formerly called Financial Engines Online Advice), which provides you with professional investment advisory services. This service is offered at no additional cost to you. Effective July 2, 2012, you will also have access to Professional Account Manager. Professional Account Manager, like the Personal Online Advisor tool, is offered by ING Advisor Service and powered by Financial Engines. While Personal Online Advisor requires you to actively review and monitor your Savings Plan account and actively implement the investment advice provided, Professional Account Manager is designed for the investor who prefers to have investment professionals manage his/her Savings Plan account. However, unlike Personal Online Advisor, there is a monthly fee for using Professional Account Manager. For additional information about the fees associated with using Professional Account Manager, refer to the ING Advisor Service Overview sheet, which can be found on the Nestlé Smart$aving web site or requested by calling the Nestlé Smart$aving Call Center. You may elect to enroll in Professional Account Manager beginning July 2, 2012, by accessing the Nestlé Smart$aving web site or by calling the Nestlé Smart$aving Call Center and requesting to speak with an ING Investment Advisor Representative. Representatives are available from 8:00 a.m. to 8:00 p.m. (Eastern Time), excluding New York Stock Exchange holidays.

- 4 -

You can obtain more information concerning this SMM as well as further information regarding the Savings Plan and available investment options (and access to tools to help you make your investment elections) by accessing the Nestlé Smart$aving web site at http://nestle.ingplans.com or by calling the Nestlé Smart$aving Call Center at 1-877-NesCALL (1-877-637-2255) and selecting the “401(k) Savings” prompt. Remember, you will need your Social Security Number, Employee ID or Username, as well as your 6-digit password to access your Savings Plan account.

Your Savings Plan Resources

Nestlé Smart$aving Web Site http://nestle.ingplans.com Generally available 24 hours a day, 7 days a week.

Nestlé Smart$aving Call Center 1-877-NesCALL (1-877-637-2255) and select the “401(k) Savings” prompt. The Call Center number is toll-free and the automated system is generally available 24 hours a day, 7 days a week. Nestlé Smart$aving Call Center Representatives are available Monday through Friday (excluding New York Stock Exchange holidays), from 7:30 a.m. to 11:00 p.m. (Eastern Time).

Professional Investment Advice Personal Online Advisor and Professional Account Manager, both offered by ING Advisor Service and powered by Financial Engines, offer Savings Plan participants convenient access to planning and investment advisory services to help you make informed decisions about how much to save and how to invest to help meet your retirement goals.

This information serves as an SMM to make you aware of certain changes to the Savings Plan, effective on the dates noted. In all cases, the official Savings Plan document governs how the Savings Plan works. Nestlé USA, Inc. reserves the right to change, amend, suspend, or terminate the Savings Plan at any time.

Plan Name Nestlé 401(k) Savings Plan Nestlé USA, Inc. Hourly Retirement Savings Plan

Nestlé USA C&S Savings Plan

Plan Identification Number 200 005 201

Employer Identification Number 95-1572209

Name and Address of Plan Sponsor Nestlé USA, Inc. 30003 Bainbridge Road

Solon, OH 44139 (1-440-349-5757)

Nestlé USA, Inc. 800 N. Brand Blvd.

Glendale, CA 91203 (1-818-549-6000)

Agent for Service of Legal Process CT Corporation System 1300 East 9th Street

Cleveland, OH 44114 (1-800-221-0556)

CT Corporation System 818 West Seventh Street Los Angeles, CA 90017

(1-800-888-9207)

SMMFChange 05/12

http://nestle.ingplans.com/

coming july 2012: new investment fund options and an ... more information visit or call

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