MDLZ 10-K Annual Report Dec. 31, 2021 | Alphaminr
Mondelez International, Inc.

MDLZ 10-K Fiscal year ended Dec. 31, 2021

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. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 9 & 10Item 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Summary Of Significant Accounting PoliciesNote 2. Acquisitions and DivestituresNote 3. InventoriesNote 4. Property, Plant and EquipmentNote 5. LeasesNote 6. Goodwill and Intangible AssetsNote 7. Equity Method InvestmentsNote 8. Restructuring ProgramNote 9. Debt and Borrowing ArrangementsNote 10. Financial InstrumentsNote 11. Benefit PlansNote 12. Stock PlansNote 13. Capital StockNote 14. Commitments and ContingenciesNote 15. Reclassifications From Accumulated Other Comprehensive IncomeNote 16. Income TaxesNote 17. Earnings Per ShareNote 18. Segment ReportingItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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). 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 Restated By-Laws of the Registrant, effective as of March 17, 2020 (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed with the SEC on March 18, 2020). 4.1 Description of theRegistrant's capital stock and debt securities registered under Section 12 of the Exchange Act. 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 Supplemental Indenture No. 1, dated February 13, 2019, between the Registrant and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on February 13, 2019). 4.6 Supplemental Indenture No. 2, dated April 13, 2020, between Mondelz International, Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed with the SEC on April 13, 2020). 4.7 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). 4.8 First Supplemental Indenture, dated as of September19, 2019, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on September 20, 2019). 4.9 Second Supplemental Indenture, dated as of October 2, 2019, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on October 2, 2019). 4.10 Third Supplemental Indenture, dated as of September 22, 2020, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on September 24, 2020). 4.11 Fourth Supplemental Indenture, dated as of September 9, 2021, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, paying agent, transfer agent and registrar (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on September 13, 2021). 4.12 Fifth Supplemental Indenture, dated as of September 24, 2021, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on September 24, 2021). 10.1 Five-Year Revolving Credit Agreement, dated February 27, 2019, by and among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the SEC on February 27, 2019). 10.2 364-Day Revolving Credit Agreement, dated February 24, 2021, by and among Mondelz International, Inc., the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on February 24, 2021). 10.3 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). 10.4 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).* 10.5 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).* 10.6 Investor Rights Agreement between Acorn Holdings B.V., Mondelez Coffee HoldCo B.V. and JDE Peets B.V., dated May 25, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on June 2, 2020). 10.7 Letter Agreement between Mondelez Coffee HoldCo B.V., Acorn Holdings B.V., Delta Charger HoldCo B.V., JDE Minority Holdings B.V. and JACOBS DOUWE EGBERTS B.V., dated May 30, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on June 2, 2020). 10.8 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). 10.9 Mondelez International Holdings Netherlands B.V. Deed of Adherence to the Investor Rights Agreement, dated July 23, 2021, and Deed of Assignment of Rights Under the Investor Rights Agreement between Mondelez Coffee HoldCo B.V. and Mondelez International Holdings Netherlands B.V., dated July 23, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on November 2, 2021). 10.10 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). 10.11 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).+ 10.12 2019Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on May 1, 2019).+ 10.13 2020Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Option Agreement (incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020).+ 10.14 2021Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on April28, 2021).+ 10.15 2019Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Long-Term Incentive Grant Agreement (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2019).+ 10.16 2020Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Long-Term Incentive Grant Agreement (incorporated by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020).+ 10.17 2021Form 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 Registrant's Quarterly Report on Form 10-Q filed with the SEC on April28, 2021).+ 10.18 2019Form 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 Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2019).+ 10.19 2020Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020).+ 10.20 2021Form of Mondelz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock Unit Agreement. (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on April28, 2021).+ 10.21 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).+ 10.22 First Amendment to the Mondelz Global LLC Supplemental Benefits Plan I, dated December 20, 2016 (incorporated by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 8, 2019).+ 10.23 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).+ 10.24 First Amendment to the Mondelz Global LLC Supplemental Benefits Plan II, dated December 20, 2016 (incorporated by reference to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 8, 2019).+ 10.25 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).+ 10.26 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).+ 10.27 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).+ 10.28 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).+ 10.29 Mondelz International, Inc. Change in Control Plan for Key Executives, amended May 14, 2019 (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form10-Qfiled with the SEC on July 31, 2019).+ 10.30 Mondelz Global LLC Executive Deferred Compensation Plan, effective as of October1, 2012 (incorporated by reference to Exhibit 10.17 to the Registrants Annual Report on Form10-Kfiled with the SEC on February25,2013).+ 10.31 Mondelz Global LLC Executive Deferred Compensation Plan Adoption Agreement, effective as of October1, 2012 (incorporated by reference to Exhibit 10.18 to the Registrants Annual Report on Form10-Kfiled with the SEC on February25, 2013).+ 10.32 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).+ 10.33 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).+ 10.34 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).+ 10.35 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).+ 10.36 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).+ 10.37 Employment Letter, between Mondelez Europe and Vinzenz P. Gruber, dated November 29, 2018 (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2019).+ 10.38 Offer of Employment Letter, between Mondelz Global LLC and Sandra MacQuillan, dated April 23, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on July 31, 2019).+ 10.39 Offer of Employment Letter between the Registrant and Gustavo Valle, dated January 6, 2020 (incorporated by reference to Exhibit 10.7 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020).+ 10.40 Offer of Employment Letter between Mondelz Global LLC and Laura Stein, dated November 9, 2020(incorporated by reference to Exhibit 10.41 to the Registrant'sAnnual Report on Form 10-K filed with the SEC on February 5, 2021).+ 10.41 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).+ 10.42 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).+ 21.1 Subsidiaries of the Registrant, as of December 31, 2021. 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.