MDLZ 10-K Annual Report Dec. 31, 2018 | Alphaminr
Mondelez International, Inc.
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MDLZ 10-K Fiscal year ended Dec. 31, 2018

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MONDELEZ INTERNATIONAL, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 8 & 9Item 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Summary Of Significant Accounting PoliciesNote 2. Divestitures and AcquisitionsNote 3. InventoriesNote 4. Property, Plant and EquipmentNote 5. Goodwill and Intangible AssetsNote 6. Equity Method InvestmentsNote 7. Restructuring ProgramNote 8. Debt and Borrowing ArrangementsNote 9. Financial InstrumentsNote 10. Benefit PlansNote 11. Stock PlansNote 12. Capital StockNote 13. Commitments and ContingenciesNote 14. Reclassifications From Accumulated Other Comprehensive IncomeNote 15. Income TaxesNote 16. Earnings Per ShareNote 17. Segment ReportingNote 18. Quarterly Financial Data (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Separation and Distribution Agreement between the Registrant and Kraft Foods Group, Inc., dated as of September27, 2012 (incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form8-Kfiled with the SEC on October1, 2012).* 2.2 Canadian Asset Transfer Agreement, by and between Mondelez Canada Inc. and Kraft Canada Inc., dated as of September 29, 2012 (incorporated by reference to Exhibit 2.3 to the Registrants Annual Report on Form10-Kfiled with the SEC on February25, 2013).* 2.3 Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property, among Kraft Foods Global Brands LLC, Kraft Foods Group Brands LLC, Kraft Foods UK Ltd. and Kraft Foods R&D Inc., dated as of October1, 2012 (incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form8-Kfiled with the SEC on October1, 2012).* 2.4 Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, by and between Kraft Foods Global Brands LLC and Kraft Foods Group Brands LLC., dated as of September27, 2012 (incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form8-Kfiled with the SEC on October1, 2012).* 2.5 First Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, among Intercontinental Great Brands LLC and Kraft Foods Group Brands LLC, dated as of July15, 2013 (incorporated by reference to Exhibit 2.1 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on April30, 2015).* 2.6 Second Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, among Intercontinental Great Brands LLC and Kraft Foods Group Brands LLC, dated as of October1, 2014 (incorporated by reference to Exhibit 2.2 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on April30, 2015).* 2.7 Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, among Intercontinental Great Brands LLC and Kraft Foods Group Brands LLC, effective as of September28, 2016 (incorporated by reference to Exhibit 2.1 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on August2, 2017). 3.1 Amended and Restated Articles of Incorporation of the Registrant, effective March 14, 2013 (incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on May8, 2013). 3.2 Amended and RestatedBy-Lawsof the Registrant, effective as of October9, 2015 (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form8-Kfiled with the SEC on October7, 2015). 4.3 Supplemental Indenture, by and between the Registrant and Deutsche Bank Trust Company Americas, Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A., dated as of December11, 2013 (incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form8-Kfiled with the SEC on December11, 2013). 4.4 Indenture between the Registrant and Deutsche Bank Trust Company Americas, as trustee, dated as of March6, 2015 (incorporated by reference to Exhibit 4.4 to the Registrants Annual Report on Form10-Kfiled with the SEC on February24, 2017). 4.5 Indenture, by and between Mondelez International Holdings Netherlands B.V, the Registrant and Deutsche Bank Trust Company Americas, dated as of October28, 2016 (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form8-Kfiled with the SEC on October28, 2016). 10.1 $4.5 Billion Amended and Restated Five-Year Revolving Credit Agreement, by and among the Registrant, the initial lenders named therein, and JPMorgan Chase Bank, N.A. as administrative agent, dated October14,2016 (incorporated by reference to Exhibit 10.1 to the Registrants Annual Report on Form10-Kfiled with the SEC on February24, 2017). 10.2 $1.5 Billion Term Loan Agreement, by and among Mondelz International Holdings Netherlands B.V., the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent, dated October14, 2016 (incorporated by reference to Exhibit 10.2 to the Registrants Annual Report on Form10-Kfiled with the SEC on February24, 2017). 10.3 $1.5 Billion Revolving Credit Agreement, dated March 1, 2017, by and among the Registrant, the lenders, arrangers and agents named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form8-Kfiled with the SEC on March1, 2017). 10.4 $1.5 Billion Revolving Credit Agreement, dated February28, 2018, by and among Mondelz International, Inc., the lenders, arrangers and agents named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form8-Kfiled with the SEC on March1, 2018). 10.5 Revolving Credit Agreement, dated April2, 2018, by and among Mondelz International, Inc., the lenders, arrangers and agents named therein and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the SEC on April 2, 2018). 10.6 Tax Sharing and Indemnity Agreement, by and between the Registrant and Kraft Foods Group, Inc., dated as of September27, 2012 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form8-Kfiled with the SEC on October1, 2012). 10.7 Global Contribution Agreement by and among Mondelz International Holdings, LLC, Acorn Holdings B.V., Charger Top HoldCo B.V. and Charger OpCo B.V., dated May7, 2014 (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on August8, 2014).** 10.8 Amendment Agreement to Global Contribution Agreement by and among Mondelz International Holdings LLC, Acorn Holdings B.V., Jacobs Douwe Egberts B.V. (formerly Charger Top HoldCo B.V.) and Jacobs Douwe Egberts International B.V. (formerly Charger OpCo B.V.), dated July28, 2015 (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on July31, 2015).** 10.9 Amended and Restated Shareholders Agreement Relating to Charger Top Holdco B.V. by and among Delta Charger Holdco B.V., JDE Minority Holdings B.V., Mondelz Coffee Holdco B.V. and Jacobs Douwe Egberts B.V., dated March7, 2016 (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on April28, 2016).** 10.10 Shareholders Agreement Relating to Maple Parent Holdings Corp. by and among Maple Holdings II B.V., Mondelz International Holdings LLC and Maple Parent Holdings Corp., dated March7, 2016 (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on April28,2016).** 10.11 Investor Rights Agreement by and among Keurig Dr Pepper Inc., Maple Holdings B.V. and Mondelz International Holdings LLC, dated July9, 2018 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the SEC on July 10, 2018). 10.12 Second Amended and Restated Shareholders Agreement Relating to Jacobs Douwe Egberts B.V. by and among Delta Charger Holdco B.V., JDE Minority Holdings B.V., Mondelz Coffee Holdco B.V. and Jacobs Douwe Egberts B.V., dated July9, 2018 (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the SEC on July 10, 2018).** 10.13 Amendment and Termination Agreement of the Shareholders Agreement Relating to Maple Parent Holdings Corp. by and among Maple Holdings B.V., Mondelz International Holdings LLC and Maple Parent Holdings Corp., dated July 9, 2018 (incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed with the SEC on July 10, 2018). 10.14 Settlement Agreement, between the Registrant and Kraft Foods Group, Inc., dated June22, 2015 (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on July31,2015). 10.15 Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan, amended and restated as of February 3, 2017 (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on May3, 2017).+ 10.16 Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan Non- Qualified Global Stock Option Agreement (incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on April28, 2016).+ 10.17 Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive PlanNon-QualifiedGlobal Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form10-Q filed with the SEC on May3, 2017).+ 10.18 Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive PlanNon-QualifiedGlobal Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on May 2, 2018).+ 10.19 Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan GlobalLong-TermIncentive Grant Agreement (incorporated by reference to Exhibit 10.7 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on April28, 2016).+ 10.20 Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan GlobalLong-TermIncentive Grant Agreement (incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form10-Q filed with the SEC on May3, 2017).+ 10.21 Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Long-Term Incentive Grant Agreement (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on May 2, 2018).+ 10.22 Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on April28, 2016).+ 10.23 Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.13 to the Registrants Annual Report on Form 10-K filed with the SEC on February 9, 2018).+ 10.24 Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive PlanGlobal Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on May 2, 2018).+ 10.25 Mondelz Global LLC Supplemental Benefits Plan I, effective as of September 1, 2012 (incorporated by reference to Exhibit 10.10 to the Registrants Annual Report on Form10-Kfiled with the SEC on February25,2013).+ 10.26 First Amendment to the Mondelz Global LLC Supplemental Benefits Plan I, dated December 20, 2016.+ 10.27 Mondelz Global LLC Supplemental Benefits Plan II, effective as of September 1, 2012 (incorporated by reference to Exhibit 10.11 to the Registrants Annual Report on Form10-Kfiled with the SEC on February25,2013).+ 10.28 First Amendment to the Mondelz Global LLC Supplemental Benefits Plan II, dated December 20, 2016.+ 10.29 Form of Mondelz Global LLC Amended and Restated Cash Enrollment Agreement (incorporated by reference to Exhibit 10.12 to the Registrants Annual Report on Form10-Kfiled with the SEC on February25, 2013).+ 10.30 Form of Mondelz Global LLC Amended and Restated Employee Grantor Trust Enrollment Agreement (incorporated by reference to Exhibit 10.13 to the Registrants Annual Report on Form10-Kfiled with the SEC on February25, 2013).+ 10.31 Mondelz International, Inc. Amended and Restated 2006 Stock Compensation Plan for Non-EmployeeDirectors, amended and restated as of October1, 2012 (incorporated by reference to Exhibit 10.14 to the Registrants Annual Report on Form10-K filed with the SEC on February25, 2013).+ 10.32 Mondelz International, Inc. 2001 Compensation Plan forNon-EmployeeDirectors, amended as of December31, 2008 and restated as of January1, 2013 (incorporated by reference to Exhibit 10.15 to the Registrants Annual Report on Form10-K filed with the SEC on February25, 2013).+ 10.33 Mondelz International, Inc. Change in Control Plan for Key Executives, amended February2, 2017 (incorporated by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on May3, 2017).+ 10.34 Mondelz Global LLC Executive Deferred Compensation Plan, effective as of October 1, 2012 (incorporated by reference to Exhibit 10.17 to the Registrants Annual Report on Form10-Kfiled with the SEC on February25,2013).+ 10.35 Mondelz Global LLC Executive Deferred Compensation Plan Adoption Agreement, effective as of October 1, 2012 (incorporated by reference to Exhibit 10.18 to the Registrants Annual Report on Form10-Kfiled with the SEC on February25, 2013).+ 10.36 Deferred Compensation Plan Trust Document, by and between Mondelz Global LLC and Wilmington Trust Retirement and Institutional Services Company, dated as of September18, 2012 (incorporated by reference to Exhibit 10.19 to the Registrants Annual Report on Form10-Kfiled with the SEC on February25, 2013).+ 10.37 Kraft Foods Deutschland Pension Scheme Supplementary Benefits 2005/ Deferral (Non-Qualified Deferred Compensation Plan) (English translation), effective as of September 1, 2005 (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018).+ 10.38 Annex to Kraft Foods Deutschland Pension Scheme Supplementary Benefits 2005/ Deferral (Non-Qualified Deferred Compensation Plan), effective as of January 1, 2013 (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018).+ 10.39 Offer of Employment Letter, between the Registrant and Dirk Van de Put, dated July 27, 2017 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form8-Kfiled with the SEC on August2, 2017).+ 10.40 Offer of Employment Letter, between the Registrant and Irene B. Rosenfeld, dated June22, 2006 (incorporated by reference to Exhibit 10.29 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on August8,2006).+ 10.41 Amendment to Offer of Employment Letter, between the Registrant and Irene B. Rosenfeld, amended as of December 31, 2008 (incorporated by reference to Exhibit 10.20 to the Registrants Annual Report on Form10-Kfiled with the SEC on February27, 2009).+ 10.42 Offer of Employment Letter, between the Registrant and Daniel P. Myers, dated June20, 2011 (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on November4,2011).+ 10.43 Offer of Employment Letter, between Mondelz Global LLC and Brian T. Gladden, dated September 26, 2014 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form8-Kfiled with the SEC on October9, 2014).+ 10.44 Offer of Employment Letter, between Mondelz Global LLC and Glen Walter, dated October15, 2017 (incorporated by reference to Exhibit 10.31 to the Registrants Annual Report on Form 10-K filed with the SEC on February 9, 2018).+ 10.45 Employment Letter (English Translation), between Kraft Foods Europe and Hubert Weber, dated August 11, 2010 (incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018).+ 10.46 Employment Letter, between Mondelz Global LLC and Gerhard Pleuhs, dated August 23, 2016 (incorporated by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018).+ 10.47 Offer of Employment Letter, between Mondelz Global LLC and Paulette Alviti, dated April 12, 2018 (incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018).+ 10.48 International Permanent Transfer Letter, between Mondelz Global LLC and Luca Zaramella, effective August1, 2018 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the SEC on August 7, 2018).+ 10.49 Retirement Agreement and General Release, between Mondelz International Holdings LLC and GustavoH. Abelenda, dated as of December31, 2016 (incorporated by reference to Exhibit 10.30 to the Registrants Annual Report on Form10-Kfiled with the SEC on February24, 2017).+ 10.50 Separation Agreement and General Release, between Mondelz Global LLC and Roberto de Oliveira Marques, dated May 24, 2017 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form8-Kfiled with the SEC on May26, 2017).+ 10.51 Retirement Letter, between Mondelz International, Inc. and Irene B. Rosenfeld, effective April30, 2018 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the SEC on May 4, 2018).+ 10.52 Separation Agreement and General Release between Mondelez Global LLC and Brian T. Gladden, dated August13, 2018 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the SEC on August 17, 2018).+ 10.53 Settlement Agreement between Mondelez Deutschland Services GmbH & Co KG and Hubert Weber, dated December 14, 2018.+ 10.54 Settlement Agreement between Mondelez Europe GmbH and Hubert Weber, dated December 14, 2018.+ 10.55 Form of Indemnification Agreement forNon-EmployeeDirectors (incorporated by reference to Exhibit 10.28 to the Registrants Annual Report on Form10-Kfiled with the SEC on February27, 2009).+ 10.56 Indemnification Agreement between the Registrant and Irene B. Rosenfeld, dated January27, 2009 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form8-Kfiled with the SEC on February2, 2009).+ 10.57 Indemnification Agreement between the Registrant and Dirk Van de Put, dated November20, 2017 (incorporated by reference to Exhibit 10.37 to the Registrants Annual Report on Form 10-K filed with the SEC on February 9, 2018).+ 18.1 Letter of PricewaterhouseCoopers LLP, dated October 29, 2018, relating to Change in Accounting Principle (incorporated by reference to Exhibit 18.1 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on October 30, 2018). 21.1 Subsidiaries of the Registrant. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. 31.1 Certification of the Registrants Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Registrants Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Certifications of the Registrants Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.