Mondelez International (MDLZ) 10-K risk factor changes: FY2017 vs FY2016

Our principal competitors include major international food, snack and beverage companies [removed: that, like us,] [added: that] operate in multiple geographic areas [removed: as well as] [added: and] numerous local and regional companies.

Failure to effectively [removed: assess,] [added: and] timely [added: assess,] change and set proper pricing or [added: effective] trade incentives may negatively impact [removed: the] [added: our operating results and] achievement of our strategic and financial goals.

We may need to increase or reallocate spending on marketing, [removed: advertising and] [added: advertising,] new product [removed: innovation] [added: innovation, and existing and new distribution channels] to protect or increase market share.

In addition, [added: like other] companies in our [removed: industry] [added: industry, we] are under [removed: increasing] pressure to [added: continue to] improve the efficiency of [removed: their] [added: our] overall cost [removed: structures.][added: structure.]

[removed: Maintaining, extending] [added: Maintaining] and [removed: expanding] [added: enhancing] our reputation and brand image is essential to our business success.

Our success depends on our ability to maintain [removed: brand image for] [added: and enhance] our [removed: existing products,] [added: brand quality and image,] extend our brands into new geographies and to new distribution platforms, including e-commerce, and expand our brand image with new and renewed product offerings.

We seek to [removed: maintain, extend and expand] [added: enhance] our brand image through [added: product renovation, innovation and] marketing investments, including advertising and consumer [removed: promotions, and both product renovation and innovation.][added: promotions.]

Failure to effectively address the continuing global focus on well-being, [removed: including weight management,] changing consumer perceptions of certain ingredients, [added: nutritional expectations of our products,] and [removed: increasing] [added: increased] attention from the media, shareholders, [removed: consumers,] activists and other stakeholders on the role of food marketing could adversely affect our brand image.

Undue caution [added: or inaction] on our part in addressing these challenges [added: and trends] could weaken our competitive position.

Increased legal or regulatory restrictions on our advertising, consumer promotions and [removed: marketing,] [added: labeling,] or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands.

Moreover, adverse publicity [removed: about] [added: or] regulatory or legal action against [removed: us,] [added: us on] product quality and safety, where we manufacture our [removed: products] [added: products,] or environmental [removed: and] [added: risks or] human and workplace rights [removed: risks in] [added: across] our supply chain could damage our reputation and brand [removed: image, undermine our customers’ confidence and reduce demand for our products, even if the regulatory or legal action is unfounded or these matters are immaterial to our operations.][added: image.]

Our [added: product] sponsorship relationships could also subject us to negative publicity.

In addition, our success in [removed: maintaining, extending] [added: maintaining] and [removed: expanding] [added: enhancing] our brand image depends on our ability to [added: anticipate change and] adapt to a rapidly changing marketing and media environment, including our increasing reliance on social media and online dissemination of marketing and advertising campaigns.

These restrictions may limit our [removed: ability to maintain, extend and expand our] brand [removed: image,] [added: renovation, innovation and promotion plans,] particularly as social media and the communications environment continue to evolve.

Negative posts or comments about us [added: or our brands] on social [removed: networking] [added: media or] web sites (whether factual or not) or security breaches related to use of our social media and failure to respond effectively to these posts, comments or activities could seriously damage our reputation and brand image across the various regions in which we operate.

In addition, we might fail to invest sufficiently in maintaining, extending and expanding our [removed: brand image, and] [added: brands,] our marketing efforts might not achieve desired [removed: results.][added: results and we might be required to recognize impairment charges on our brands or related intangible assets or goodwill.]

If [removed: that happens,] consumers [removed: could] confuse these counterfeit products for our products or have a bad experience with the counterfeit brand, [removed: causing consumers to] [added: they might] refrain from purchasing our [removed: brands.][added: brands in the future, which could harm our brand image and sales.]

If we do not successfully [removed: maintain, extend] [added: maintain] and [removed: expand] [added: enhance] our reputation and brand image, then our brands, product sales, financial condition and results of operations could be materially and adversely affected.

We are a global company and generated [removed: 75.6%] [added: 75.8%] of our [removed: 2016] [added: 2017] net revenues, [removed: 78.7%] [added: 75.6%] of our [removed: 2015] [added: 2016] net revenues and [removed: 82.1%] [added: 78.7%] of our [removed: 2014] [added: 2015] net revenues outside the United States.

We manufacture and market our products in approximately [removed: 165] [added: 160] countries and have operations in more than 80 countries.

| | • | | compliance with antitrust and competition laws, trade laws, data privacy laws, anti-bribery laws, and a variety of other local, national and [removed: multi-national] [added: multinational] regulations and laws in multiple regimes; |

| | • | | changes in local regulations and laws, the uncertainty of enforcement of remedies in [removed: foreign] [added: non-U.S.] jurisdictions, and foreign ownership restrictions and the potential for nationalization or expropriation of property or other resources; |

In addition, political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, [added: travel or immigration restrictions,] public corruption, expropriation and other economic or political uncertainties could interrupt and negatively affect our business operations or customer demand.

[removed: As a branded food company that seeks to sell our products at a premium, declining] [added: Declining] consumer purchasing power could result in loss of market share and adversely impact our profitability.

Continued instability in the banking and governmental sectors of certain countries or the dynamics and uncertainties associated with the United Kingdom’s [removed: vote to] [added: planned] exit [added: from] the European Union (“Brexit”), including currency exchange rate fluctuations and volatility in global stock markets, could have a negative effect on our business.

In addition, competition in emerging markets is increasing as our competitors grow their global operations and low cost local manufacturers [removed: expand and] improve [added: and expand] their production capacities.

We [removed: have] [added: utilize an integrated supply chain –] a complex network of suppliers and material needs, owned manufacturing locations, co-manufacturing locations, distribution [removed: networks] [added: networks, shared service delivery centers] and information systems that support our ability to provide our products to our customers consistently.

Factors that are hard to predict or beyond our control, like [removed: weather,] [added: weather (including any potential effects of climate change),] natural disasters, supply and commodity shortages, fire, explosions, terrorism, political unrest, [added: cybersecurity breaches,] generalized labor unrest or health pandemics could damage or disrupt our operations or our suppliers’ or co-manufacturers’ operations.

If we do not effectively respond to disruptions in our operations, for example, by finding alternative suppliers or replacing capacity at key [added: or sole] manufacturing or distribution locations, or cannot quickly repair damage to our information, production or supply systems, we may be late in delivering or unable to deliver products to our customers [added: such as occurred in connection with the malware incident (see _Management’s Discussion] and [added: Analysis of Financial Condition and Results of Operations – Malware Incident_), and] the quality and safety of our products might be negatively affected.

If [removed: that] [added: a material or extended disruption] occurs, we may lose our customers’ [added: or business partners’] confidence or suffer damage to our reputation, and long-term consumer demand for our products could decline.

[removed: Further, our ability to supply] multiple markets with a streamlined manufacturing footprint may be negatively impacted by portfolio complexity, [added: significant] changes in [added: trade policies, changes in] volume produced and changes to regulatory restrictions or labor-related constraints on our ability to adjust production capacity in the markets in which we operate.

At December 31, [removed: 2016,] [added: 2017,] we sold our products in approximately [removed: 165] [added: 160] countries and had operations in more than 80 countries.

We purchase and use large quantities of commodities, including cocoa, dairy, wheat, [removed: corn products,] palm and other vegetable oils, sugar and other sweeteners, [added: flavoring agents] and nuts.

Increasing focus on climate change, deforestation, water, [added: plastic waste,] animal welfare and human rights concerns and other risks associated with the global food system may lead to increased [removed: activism focusing on consumer goods companies,] government intervention and consumer [removed: response,] [added: or activist responses,] and could adversely affect our or our suppliers’ reputation and business and our ability to procure the materials we need to operate our business.

Many of the commodities we purchase are grown by smallholder farmers, [removed: who] [added: and they] might lack the capacity to invest to increase productivity or adapt to changing conditions.

Continued volatility in the prices of commodities and other supplies we purchase [added: or changes in the types of commodities we purchase as we continue to evolve our product and packaging portfolio] could increase or decrease the costs of our products, and our profitability could suffer as a result.

Various laws and regulations govern food production, [added: packaging,] storage, distribution, sales, advertising, labeling and marketing, as well as licensing, trade, labor, tax and environmental matters, and health and safety practices.

Government authorities regularly change laws and regulations [removed: and] [added: as well as] their interpretations.

For instance, our financial condition and results of operations could be negatively affected by the regulatory and economic impact of changes in taxation and trade relations among the United States and other [removed: countries] [added: countries, including any changes to] or [added: repeal of the North American Free Trade Agreement, or] changes in the European Union such as Brexit.

We compete to hire new personnel [added: with a variety of capabilities] in the many countries in which we manufacture and market our products and then to develop and retain their skills and competencies.

Such actions could undermine our customers’ confidence and reduce demand for our products, even if the regulatory or legal action is unfounded or these matters are immaterial to our operations.

Tax matters, including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes, could adversely impact our results of operations and financial condition.

In December 2017, the United States enacted tax reform legislation (“U.S. tax reform”).

The legislation implements many new U.S. domestic and international tax provisions.

Many aspects of the U.S. tax reform are unclear, and although additional clarifying guidance is expected to be issued in the future (by the Internal Revenue Service (“IRS”), the U.S. Treasury Department or via a technical correction law change), it may not be clarified for some time.

In addition, many U.S. states have not yet updated their laws to take into account the new federal legislation.

As a result, we have not yet been able to determine the full impact of the new laws on our results of operations and financial condition.

It is possible that U.S. tax reform, or interpretations under it, could change and could have an adverse effect on us, and such effect could be material.

In addition, foreign jurisdictions may also enact tax legislation that could significantly affect our ongoing operations.

For example, foreign tax authorities could impose rate changes along with additional corporate tax provisions that would disallow or tax perceived base erosion or profit shifting.

Aspects of U.S. tax reform may lead foreign jurisdictions to respond by enacting additional tax legislation that is unfavorable to us.

Adverse changes in the underlying profitability or financial outlook of our operations in several jurisdictions could lead to changes in the realizability of our deferred tax assets and result in a charge to our income tax provision.

Additionally, changes in tax laws in the U.S. or in other countries where we have significant operations could materially affect deferred tax assets and liabilities and our income tax provision.

We are also subject to tax audits by governmental authorities.

Although we believe our tax estimates are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liabilities, including interest and penalties.

Unexpected results from one or more such tax audits could significantly adversely affect our income tax provision and our results of operations.

Our use of information technology and third party service providers exposes us to cybersecurity breaches and other business disruptions that could adversely affect us.

Global shared service centers managed by third parties provide an increasing amount of services to conduct our business, including a number of accounting, internal control, human resources and computing functions.

Further, cybersecurity breaches of our or third party systems, whether from circumvention of security systems, denial-of-service attacks or other cyberattacks, hacking, phishing attacks, computer viruses, ransomware or malware, employee or insider error, malfeasance, social engineering, physical breaches or other actions may cause confidential information belonging to us or our employees, customers, consumers, partners, suppliers, or governmental or regulatory authorities to be misused or breached.

Additionally, if new initiatives, such as those related to e-commerce and direct sales, increase the amount of confidential information that we process and maintain, this could increase our potential exposure to a cybersecurity breach.

We continue to devote focused resources to network security, backup and disaster recovery, enhanced training and other security measures to protect our systems and data; we are also in the process of enhancing the monitoring and detection of threats in our environment.

However, security measures cannot provide absolute security or guarantee that we will be successful in preventing or responding to every breach or disruption on a timely basis.

In addition, due to the constantly evolving nature of security threats, we cannot predict the form and impact of any future incident, and the cost and operational expense of implementing, maintaining and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly.

We regularly move data across national borders to conduct our operations and consequently are subject to a variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer and security of personal data.

Privacy and data protection laws may be interpreted and applied differently from country to country and may create inconsistent or conflicting requirements.

The European Union’s General Data Protection Regulation (“GDPR”), which greatly increases the jurisdictional reach of European Union law and becomes effective in May 2018, adds a broad array of requirements for handling personal data including the public disclosure of significant data breaches, and imposes substantial penalties for non-compliance of up to the greater of €20 million or 4% of global annual revenue for the preceding financial year.

Our efforts to comply with GDPR and other privacy and data protection laws may impose significant costs and challenges that are likely to increase over time, and we could incur substantial penalties or litigation related to violation of existing or future data privacy laws and regulations.

Further, our ability to supply

Changes in immigration laws and policies could also make it more difficult for us to recruit or relocate skilled employees.

Developing more well-being products and contemporizing our brands by refining their ingredient and nutrition profiles are critical to our growth.

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We also participate in multiemployer pension plans.

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We compete based on product quality, brand recognition and loyalty, service, product innovation, taste, convenience, the ability to identify and satisfy consumer preferences, effectiveness of sales and marketing, routes to market and distribution networks, promotional activity and price.

As a result, we might be required to recognize impairment charges on our intangible assets or goodwill.

| --- | --- | --- | --- |

| | • | | changes in tax laws, including enactment of new U.S. and foreign jurisdiction tax laws, interpretation of tax laws and tax audit outcomes; |

Strategic alliances we have entered into include combining our wholly owned coffee businesses with those of D.E Master Blenders 1753 B.V. (“DEMB”) to create a new company, Jacobs Douwe Egberts (“JDE”), in July 2015 and exchanging a portion of our equity ownership in JDE for equity in the new holding company of Keurig Green Mountain, Inc. (“Keurig”) in March 2016.

We increasingly rely on information technology and third party service providers.

We rely on information technology and third party service providers to process, transmit and store company information via business applications, internal networks and the Internet.

Working with these technologies and third party service providers creates risks related to confidentiality, integrity and continuity, and some of these risks may be outside of our control.

Confidentiality and integrity of information may be jeopardized by deliberate or unintentional misuse, manipulation or disclosure of information; physical theft; or cybersecurity data breaches by our employees, suppliers, hackers, criminal groups, nation-state organizations, social-activist organizations or other third parties.

We currently utilize third party e-commerce providers and request that they have the appropriate cybersecurity controls and meet regulatory requirements.

Going forward, should we decide to transact e-commerce direct to consumers as the merchant, we would implement additional procedures, controls and technology to address cybersecurity and regulatory compliance.

We might face increased risk if new initiatives such as e-commerce increase the amount of confidential information that we process and maintain, and the cybersecurity and compliance controls we or our third party providers implement are not effective.

In addition, should confidential information belonging to us or our employees, customers, consumers, partners, suppliers, or governmental or regulatory authorities be misused or breached, we may suffer financial losses relating to remediation, damage to our reputation or brands, loss of intellectual property, or penalties or litigation related to violation of data privacy laws and regulations.

It should be read in conjunction with the other sections of this Annual Report on Form 10-K, including the consolidated financial statements and related notes contained in Item 8, [removed: “Forward-Looking Statements”] [added: _Forward-Looking Statements_] and [removed: “Risk Factors” contained in] Item [removed: 1A.][added: 1A, _Risk Factors_.]

We have operations in more than 80 countries and sell our products in approximately [removed: 165] [added: 160] countries.

To fuel [removed: these investments,] [added: investments in our Power Brands and global and digital reach,] we have been working to optimize our cost structure.

On July 2, 2015, we completed transactions to combine our wholly owned coffee businesses with those of [removed: DEMB] [added: D.E Master Blenders 1753 B.V.] to create a new company, [removed: JDE.][added: Jacob Douwe Egberts (“JDE”).]

We also recorded approximately $1.0 billion of cumulative pre-tax net gains ($436 million in 2015 and $628 million in 2014) and cash related to currency [removed: hedging in connection with the expected cash consideration to be received in euros.][added: hedging.]

We recorded [added: JDE] equity earnings of [added: $129 million in 2017 and] $100 million in 2016 and equity losses of $58 million in [removed: 2015 related to our investment in JDE.][added: 2015.]

See Note 2, _Divestitures and [removed: Acquisitions,_] [added: Acquisitions_—_JDE Coffee Business Transactions_,] for additional [removed: details on the JDE coffee business transactions.][added: details.]

We recorded the difference between the fair value of [added: the] Keurig [added: interest] and our basis in JDE shares as a $43 million [removed: gain on the equity method investment exchange.][added: gain.]

Our initial $2.0 billion investment in Keurig includes a $1.6 billion Keurig equity interest and a $0.4 billion shareholder loan receivable, which are reported on a combined basis within equity method investments on our consolidated balance [removed: sheet as of December 31, 2016.][added: sheet.]

[removed: Within equity earnings, we] [added: We] recorded [removed: equity earnings of $77 million and interest income from the] shareholder loan [added: interest] of [added: $24 million in 2017 and] $20 million in 2016.

Additionally, we received [removed: $14 million of interest payments on the] shareholder loan [added: interest payments of $30 million in 2017] and [removed: $4] [added: $14] million in [added: 2016 and] dividends [removed: on our investment] [added: of $14 million] in [removed: Keurig] [added: 2017 and $4 million] in 2016.

[removed: See] [added: | | (3) | Refer to] Note 2, _Divestitures and Acquisitions,_ [added: and Note 5, _Goodwill and Intangible Assets_,] for more [removed: information.][added: information on trademark impairments. |]

Effective as of the close of the 2015 fiscal year, we [removed: concluded that we no longer met the accounting criteria for consolidation of] [added: deconsolidated] our Venezuelan subsidiaries due to a loss of control over our Venezuelan operations and an other-than-temporary lack of currency exchangeability.

We recorded a $778 million [removed: pre-tax] [added: pretax] loss on December 31, 2015 as we reduced the value of our [removed: cost method] investment in Venezuela and all Venezuelan receivables held by our other subsidiaries to realizable fair value, resulting in full impairment.

As of the start of 2016, we no longer [removed: include] [added: included] net revenues, earnings or net assets of our Venezuelan subsidiaries within our [added: GAAP] consolidated financial statements [removed: in our reported GAAP results (we exclude] [added: and we excluded] Venezuela [removed: in] [added: from] our non-GAAP results for all historical periods [removed: presented).][added: presented to facilitate comparisons of operating results.]

See [removed: _Discussion and Analysis of Historical Results – Items Affecting Comparability of Financial Results_ below, and] Note 1, _Summary of Significant Accounting Policies_ – _Currency Translation and Highly Inflationary Accounting: Venezuela_, for more information on our [removed: historical Venezuelan operating results,] [added: Venezuela operations,] including [removed: the] [added: currency] remeasurement losses and [added: the] loss on deconsolidation.

| | • | | Organic Net Revenue increased [removed: 1.3%] [added: 0.9%] to [removed: $27.1] [added: $25.5] billion in [removed: 2016] [added: 2017] and increased [removed: 1.4%] [added: 1.5%] to [removed: $30.1] [added: $26.4] billion in [removed: 2015 after recasting prior years to exclude the historical Venezuela deconsolidated operating results and historical operating results from a small 2016 divestiture in the Latin America region. Organic Net Revenue also excludes the impact of our historical global coffee business which was deconsolidated in the JDE coffee business transactions in July 2015.] [added: 2016.] Organic Net Revenue is [removed: a non-GAAP financial measure and is] on a constant currency [removed: basis.] [added: basis and excludes revenue from deconsolidated coffee and Venezuelan operations, divestitures and an acquisition.] We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying [added: operating] results (see the definition of Organic Net Revenue and our reconciliation with net revenues within _Non-GAAP Financial Measures_ appearing later in this section). |

We use these non-GAAP financial metrics and related computations such as margins internally to evaluate and manage our business and to plan and make [removed: near- and] [added: near-and] long-term operating and strategic decisions.

As such, we believe these metrics are useful to investors as they provide supplemental information in addition to our U.S. [removed: GAAP] [added: Generally Accepted Accounting Principles (“U.S. GAAP”)] financial results.

We believe our non-GAAP financial measures should always be considered in relation to our GAAP results and we have provided reconciliations between our GAAP and non-GAAP financial measures [removed: in] [added: within] _Non-GAAP Financial Measures_ [removed: which appears] [added: appearing] later in this section.

In addition to monitoring our key operating metrics, we monitor a number of developments [removed: or] [added: and] trends that could impact our revenue and profitability objectives.

_Long-Term Demographics and Consumer Trends_ – Snack food consumption is highly correlated to GDP growth, urbanization of [removed: the population] [added: populations] and rising discretionary income levels associated with a growing middle class, particularly in emerging markets.

Over the [removed: long-term,] [added: long term,] we expect these trends to continue leading to growth in consumer behaviors such as [removed: migration to] more frequent, smaller [removed: meals and snacks] [added: meals, snacking] and greater use of convenience foods.

In [removed: the near term,] [added: recent years,] low GDP growth, economic recessionary pressures, weak consumer confidence, a [added: historically] strong U.S. dollar and changing consumer trends have slowed category and our net revenue growth.

Growth in [removed: these] [added: our] global [added: snacking] categories (excluding Venezuela) decreased from approximately 3.4% in 2015 [removed: to] [added: and] 2.4% in [removed: 2016.][added: 2016 to 2.1% in 2017.]

We continue to make investments in our brand [removed: portfolio] and [removed: build] [added: snacks portfolio, while building] strong routes to market to address the needs of consumers in emerging and developed markets.

[removed: In 2015 and 2016,] [added: Over 2015-2017,] we generally increased prices in response to higher commodity costs, currency and other market factors.

Price competition [removed: or delayed price increases by competitors or customers] may continue to affect net revenues or market share in the near term as the market adjusts to [removed: the] changes in input costs and other market conditions.

[removed: We also] [added: To remain competitive on our operating structure, we] continue to work on programs to expand our profitability and margins, such as our 2014-2018 Restructuring Program, which is designed to bring about significant reductions in our operating cost structure in both our supply chain and overhead costs.

[removed: We] [added: Effective on October 1, 2016, we] also integrated our EEMEA [removed: business] [added: region operations] into our Europe and Asia Pacific [removed: segments effective October 1, 2016.][added: operating segments.]

[removed: We expect this] [added: This] change [removed: to have] [added: had] a favorable impact on our operating performance [removed: prospectively] due to greater leverage of our European and AMEA regional businesses and resulting cost structure.

We [removed: also began] [added: continue] to [removed: re-negotiate] [added: renegotiate] collective bargaining agreements covering eight U.S. facilities that expired [added: beginning] in February 2016.

We [removed: continue to work toward reaching a new agreement and] have plans to ensure business continuity during the [removed: re-negotiations.][added: renegotiations.]

_Currency_ – As a global company with [removed: 75.6%] [added: 75.8%] of our net revenues generated outside the United States, we are [added: continually] exposed to changes in global economic conditions and currency movements.

In [removed: the last three years,] [added: 2017,] the U.S. dollar [removed: has generally strengthened] [added: began to weaken] relative to other currencies in which we operate, [added: while in 2015] and [removed: several] [added: 2016, the U.S. dollar generally was stronger as a number of] countries experienced significant declines in or devaluations of their currency.

[removed: These] [added: The] currency movements [removed: had a significant negative effect on] [added: created volatility in] our reported results of operations.

[removed: Our 2015 net revenues] [added: Unfavorable currency translation impacts] were [removed: $29.6 billion, down 13.5% from 2014, including a negative] 12.6 percentage [removed: point impact from currency translation (and a] [added: points (or] 12.0 percentage [removed: point impact] [added: points] excluding currency impacts related to [removed: Venezuela).][added: Venezuela) of the 13.5% net revenue decrease in 2015 and 4.6 percentage points of the 12.5% net revenue decrease in 2016.]

[removed: We] [added: Historically, we] have [removed: historically] [added: also] been exposed to currency devaluation risks impacting earnings particularly, but not only, in connection with our Venezuela operations that were deconsolidated at the close of the 2015 fiscal year.

In the months following [removed: Brexit,] [added: the Brexit vote in June 2016,] there was significant volatility in the global stock markets and currency exchange [removed: rates, affecting the markets in which we conduct business.][added: rates.]

The [removed: devaluation] [added: value] of the British pound sterling [added: relative to the U.S. dollar declined significantly and] negatively affected our translated results reported in U.S. dollars.

These efforts include reinventing our supply chain operations and aggressively managing overhead costs.

U.S. Tax Reform

On December 22, 2017, the United States enacted tax reform legislation that included a broad range of business tax provisions, including but not limited to a reduction in the U.S. federal tax rate from 35% to 21% as well as provisions that limit or eliminate various deductions or credits.

The legislation also causes U.S. allocated expenses (e.g. interest and general administrative expenses) to be taxed and imposes a new tax on U.S. cross-border payments.

Furthermore, the legislation includes a one-time transition tax on accumulated foreign earnings and profits.

In response to the enactment of U.S. tax reform, the SEC issued guidance to address the complexity in accounting for this new legislation.

When the initial accounting for items under the new legislation is incomplete, the guidance allows us to recognize provisional amounts when reasonable estimates can be made or to continue to apply the prior tax law if a reasonable estimate of the impact cannot be made.

The SEC has provided up to a one-year window for companies to finalize the accounting for the impacts of this new legislation and we anticipate finalizing our accounting during 2018.

While our accounting for the new U.S. tax legislation is not complete, we have made reasonable estimates for some provisions and recognized a $59 million discrete net tax benefit in our 2017 financial statements.

This net benefit is primarily comprised of a $1,311 million provisional deferred tax benefit from revaluing our net U.S. deferred tax liabilities to reflect the new U.S. corporate tax rate as well as an additional $61 million provisional deferred tax benefit related to changes in our indefinite reinvestment assertion, partially offset by a $1,317 million provisional charge for the estimated transition tax.

However, as of the date of this Form 10-K, we are continuing to evaluate the accounting impacts of the legislation, as we continue to assemble and analyze all the information required to prepare and analyze these effects and await additional guidance from the U.S. Treasury Department, the IRS or other standard-setting bodies.

Additionally, we continue to analyze other information and regulatory guidance, and accordingly we may record additional provisional amounts or adjustments to provisional amounts in future periods.

See Note 14, _Income Taxes_, for further details on the impacts of U.S. tax reform.

Malware Incident

On June 27, 2017, a global malware incident impacted our business.

The malware affected a significant portion of our global sales, distribution and financial networks.

In the last four days of the second quarter and during the third quarter, we executed business continuity and contingency plans to contain the impact, minimize damages and restore our systems environment.

To date, we have not found, nor do we expect to find, any instances of Company or personal data released externally.

We have now restored our main operating systems and processes as well as enhanced our system security.

During 2017, we estimate that the loss of revenue as a result of the malware incident had a negative impact of 0.4% on our net revenue and Organic Net Revenue growth.

We also incurred incremental expenses of $84 million predominantly during the second half of 2017 as part of the recovery effort.

We believe the recovery from this incident is largely resolved, and we do not expect significant ongoing impacts or incremental expenses from this incident in future periods.

We also continue to make progress on our efforts to strengthen our security measures and mitigate cybersecurity risk.

Refer to our _Risk Factors_ section for a discussion of potential risks to our operations from cybersecurity threats.

As further described below, in March 2016, we exchanged a portion of our investment in JDE for an investment in Keurig Green Mountain Inc. (“Keurig”).

As of December 31, 2017, we hold a 26.5% voting interest, a 26.4% ownership interest and a 26.2% profit and dividend sharing interest in JDE.

We also recorded $49 million of cash dividends received during the first quarter of 2017.

Following the March 3, 2016 Acorn Holdings B.V. acquisition of Keurig, on March 7, 2016, we exchanged a portion of our equity interest in JDE for an interest in Keurig valued at $2.0 billion.

We recorded Keurig equity earnings of $208 million in 2017 (of which, approximately $119 million relates to the provisional tax benefit Keurig recorded as a result of U.S. tax reform), and $77 million in 2016.

_Planned Keurig Dr Pepper Transaction:_

On January 29, 2018, we announced that we would exchange our ownership interest in Keurig for equity in Keurig Dr Pepper, which is contingent upon the successful completion of a planned merger of Keurig with Dr Pepper Snapple Group, Inc. Following the close of the merger in mid-2018, we expect our ownership in Keurig Dr Pepper to be 13-14%.

We expect to account for this new investment under the equity method as we have for Keurig, resulting in our recognizing our share of their earnings within our earnings and our share of their dividends within our cash flows.

We will have the right to nominate two directors to the board of Keurig Dr Pepper and will have certain governance rights over Keurig Dr Pepper following the transaction.

| | • | | Net revenues were approximately $25.9 billion in both 2017 and 2016, a decrease of 0.1% in 2017 and a decrease of 12.5% in 2016. Business deconsolidations and divestitures reduced net revenues during 2015-2017, with net revenues in 2016 most significantly affected by the deconsolidations of our historical coffee business and Venezuelan operations in 2015 as well as significant unfavorable currency translation impacts in 2016 and 2015. |

| | • | | Diluted EPS attributable to Mondelēz International increased 81.9% to $1.91 in 2017 and decreased 76.4% to $1.05 in 2016. Diluted EPS increased in 2017 as prior-year refinancing and higher restructuring activities drove lower interest and overhead costs in 2017. We also recorded benefits from resolving two local indirect tax matters and gains from divesting non-core businesses during 2017. Diluted EPS was significantly lower in 2016 primarily as a result of the $6.8 billion gain recorded in 2015 in connection with the JDE coffee business transactions as well as a number of other significant items that affected the comparability of our reported results. See our _Discussion and Analysis of Historical Results_ appearing later in this section for further details. |

| | • | | Adjusted EPS increased 15.1% to $2.14 in 2017 and increased 21.6% to $1.86 in 2016. On a constant currency basis, Adjusted EPS increased 14.5% to $2.13 in 2017 and increased 25.5% to $1.92 in 2016. Lower manufacturing costs and overhead costs, driven by strong productivity efforts, were significant drivers of Adjusted EPS growth in both years. Adjusted EPS and Adjusted EPS on a constant currency basis are non-GAAP financial measures. We use these measures as they provide improved year-over-year comparability of our underlying results (see the definition of Adjusted EPS and our reconciliation with diluted EPS within _Non-GAAP Financial Measures_ appearing later in this section). |

We also recognize changing consumer trends such as the increased emphasis on well-being, time compression and wide participation across an evolving retail and digital landscape.

To position ourselves for long-term growth, we are investing in our well-being and other snack offerings, product and marketing innovation and new routes to market including e-commerce.

While we have begun to see some improvements in global economic growth and a weaker U.S. dollar in 2017, there are still geopolitical and economic uncertainties, and category growth continues to be soft.

Some emerging markets have greater political, economic and currency volatility and greater vulnerability to infrastructure and labor disruptions than more established markets.

Leveraging our Power brands and our innovation platforms, we plan to innovate boldly and connect with our consumers wherever they are, including new markets around the world, using both traditional and digital channels.

As consumer consumption patterns change to more accessible, frequent and better-for-you snacking, we are enhancing the goodness of many of our brands (including providing simpler and wholesome ingredient-focused snacks), expanding the well-being offerings in our portfolio and inspiring consumers to snack mindfully by providing clear and simple nutrition information.

As shopping expands further online, we are also working to grow our e-commerce platform and on-line presence with consumers.

These efforts include reinventing our supply chain, including adding and upgrading to more efficient production lines, while reducing the complexity of our product offerings, ingredients and number of suppliers.

We also continue to aggressively manage our overhead costs.

We have embraced and embedded zero-based budgeting practices across the organization to identify potential areas of cost reductions and capture and sustain savings within our ongoing operating budgets.

At that time, our equity interest in JDE was 43.5% with the remaining 56.5% held by a subsidiary of Acorn Holdings B.V. (“AHBV,” owner of DEMB prior to July 2, 2015).

We received €3.8 billion of cash ($4.2 billion) as of July 2, 2015 and with the cash from hedging currency, we effectively received $5.2 billion of cash.

On July 5, 2016, we also received from JDE an expected $275 million cash payment to settle a receivable for tax formation costs that were part of the initial sales price.

As part of our final sales price negotiations, we also retained the right to collect future cash payments if certain estimated pension liabilities are realized over an agreed amount in the future.

As such, we may recognize additional income related to this negotiated term in the future.

As further described below, following the March 2016 exchange of JDE shares for an investment in Keurig and stock-based compensation activity at JDE during 2016, as of December 31, 2016, our equity interest in JDE was 26.4%.

On June 30, 2016, we entered into agreements with AHBV and its affiliates to establish a new stock-based compensation arrangement tied to the issuance of JDE equity compensation awards to JDE employees.

This arrangement replaced a temporary equity compensation program tied to the issuance of AHBV equity compensation to JDE employees.

New Class C, D and E JDE shares were authorized and issued for investments made by JDE employees and to issue shares when JDE awards vest.

As new shares of JDE are issued, the Class A and B ownership interests of JDE decrease.

Under these arrangements, dilution of the JDE shares is limited to 2%.

Based on estimated award achievement, we do not expect our JDE ownership interest to decrease below 26.27%.

Following these stock-based compensation issuances, our ownership interest in JDE was 26.4% as of December 31, 2016.

##### [Table of Contents](#toc)

On March 3, 2016, a subsidiary of AHBV completed a $13.9 billion acquisition of all of the outstanding common stock of Keurig through a merger transaction.

On March 7, 2016, we exchanged with a subsidiary of AHBV a portion of our equity interest in JDE with a carrying value of €1.7 billion (approximately $2.0 billion as of March 7, 2016) for an interest in Keurig with a fair value of $2.0 billion based on the merger consideration per share for Keurig.

Both AHBV and we hold our investments in Keurig through a combination of equity and shareholder loan interests, with the same pro-rata ownership of each.

_Coffee Business Equity Earnings:_

We have reflected the results of our historical coffee businesses and equity earnings from JDE, Keurig and Dongsuh Foods Corporation (“DSF”) in our results from continuing operations as the coffee category continues to be a significant part of our net earnings and business strategy going forward.

Historically, our coffee businesses and the income from equity method investments were recorded within our operating income as these businesses were part of our base business.

While we retain an ongoing interest in coffee through equity method investments including JDE, Keurig and DSF, and we have significant influence with our equity method investments, we do not control these operations directly.

As such, in the third quarter of 2015, we began to recognize equity method investment earnings, consisting primarily of investments in coffee businesses, outside of operating income.

For periods prior to the third quarter of 2015, our historical coffee business and equity method investment earnings were included within our operating income.

At that time, we deconsolidated and changed to the cost method of accounting for our Venezuelan operations.

The recorded loss also included historical cumulative translation adjustments related to our Venezuelan operations that had previously been recorded in accumulated other comprehensive losses within equity.

Under the cost method of accounting, earnings are only recognized to the extent cash is received and we have not received any distributed cash from our Venezuela operations in 2016.

Given the current and ongoing difficult economic, regulatory and business environment in Venezuela, there continues to be significant uncertainty related to our operations in Venezuela, and we expect these conditions will continue for the foreseeable future.

We monitor the extent of our ability to control our Venezuelan operations and the liquidity and availability of cash and U.S. dollars needed to operate in Venezuela, as our current situation in Venezuela may change over time and lead to consolidation at a future date.

| | • | | Net revenues decreased 12.5% to $25.9 billion in 2016 and decreased 13.5% to $29.6 billion in 2015. Net revenues in 2016 were significantly affected by the deconsolidation of our historical coffee business, unfavorable currency translation as the U.S. dollar strengthened against most currencies in which we operate compared to exchange rates in the prior year, the deconsolidation of our historical Venezuelan operations and the year-over-year impact of the accounting calendar change in 2015. |

| | • | | Diluted EPS attributable to Mondelēz International decreased 76.4% to $1.05 in 2016 and increased 246.9% to $4.44 in 2015. The gain on the coffee business deconsolidation and other significant items affected the comparability of our reported results, as further described in the _Discussion and Analysis of Historical Results_ appearing later in this section and in the notes to the consolidated financial statements. |

| | • | | Adjusted EPS increased 19.8% to $1.94 in 2016 and decreased 6.4% to $1.62 in 2015 after recasting prior years to exclude the historical Venezuela deconsolidated operating results, historical operating results from a small 2016 divestiture in the Latin America region and historical mark-to-market impacts. On a constant currency basis, Adjusted EPS increased 24.1% to $2.01 in 2016 and increased 9.8% to $1.90 in 2015. Adjusted EPS and Adjusted EPS on a constant currency basis are non-GAAP financial measures. We use these measures as they provide improved year-over-year comparability of our underlying results (see the definition of Adjusted EPS and our reconciliation with diluted EPS within _Non-GAAP Financial Measures_ appearing later in this section). |

We recognize these factors and the changing consumer trends such as the increasing emphasis on well-being, time compression, growing income disparity, digital revolution and an evolving retail landscape, and we are investing in our well-being snacks portfolio, product and marketing innovation and new routes to market including e-commerce to position ourselves for future growth.

Over the long-term, we expect category growth to improve when the macroeconomic environment improves.

Some of these markets have greater political and economic volatility, vulnerability to infrastructure and labor disruptions and sensitivity to world oil and energy prices, as we noted this past year in markets including Brazil, Russia, India, China, Ukraine, the Middle East and Nigeria.

For additional information on the impact of currency policies, [removed: Brexit,] recent currency devaluations, the deconsolidation of our Venezuelan operation and the historical remeasurement of our Venezuelan net monetary assets on our financial condition and results of operations, also see Note 1, _Summary of Significant Accounting Policies—Currency Translation and Highly Inflationary Accounting_.

Our weighted-average interest rate on our total debt [added: was 2.1%] as of December 31, [removed: 2016 was 2.2%,] [added: 2017,] down from [removed: 3.7%] [added: 2.2%] as of December 31, [removed: 2015.][added: 2016.]

There were no significant changes in the types of derivative instruments we use to hedge our exposures between [removed: December 31, 2015 and December 31, 2016.]

See Note 8, _Financial Instruments_, for more information on [removed: 2016] [added: 2017 and 2018] derivative activity.

The parameters used for estimating the expected return distributions were determined by observing interest rate, currency exchange, and commodity price movements over the prior quarter for the calculation of VAR amounts at December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and over each of the four prior quarters for the calculation of average VAR amounts during each year.

As of December 31, [removed: 2016] [added: 2017] and December 31, [removed: 2015,] [added: 2016,] the estimated potential one-day loss in fair value of our interest rate-sensitive instruments, primarily debt, and the estimated potential one-day loss in pre-tax earnings from our currency and commodity instruments, as calculated in the VAR model, were:

| | | At [removed: 12/31/15] [added: 12/31/17] | | | | Average | | | | High | | | | Low | | | | At [removed: 12/31/15] [added: 12/31/17] | | | | Average | | | | High | | | | Low | | |

| Interest rates | | | | | | | | | | | | | | | | | | | $ [removed: 56] [added: 31] | | | | $ [removed: 60] [added: 45] | | | | $ [removed: 78] [added: 55] | | | | $ [removed: 50] [added: 31] | |

| Foreign currency rates | | | $ [removed: 16] [added: 15] | | | | $ [removed: 55] [added: 16] | | | | $ [removed: 103] [added: 22] | | | | $ [removed: 16] [added: 11] | | | | | | | | | | | | | | | | | |

| Commodity prices | | | [removed: 15] [added: 14] | | | | [removed: 23] [added: 17] | | | | [removed: 31] [added: 24] | | | | [removed: 15] [added: 14] | | | | | | | | | | | | | | | | | |

December 31, 2016 and December 31, 2017.

In addition to using interest rate derivatives to manage future interest payments, during 2016, we retired $6.2 billion of our long-term debt and related costs and issued $6.4 billion of lower borrowing cost debt.

The impacts in the 2015 tables above have not been recast to reflect the deconsolidation of our legacy coffee business or Venezuela business and the related derivative activity for those businesses as it is impracticable to do so.

We are one of the world’s largest snack companies with global net revenues of $25.9 billion and net earnings of [removed: $1.7] [added: $2.9] billion in [removed: 2016.][added: 2017.]

We manufacture and market delicious snack food and beverage products for consumers in approximately [removed: 165] [added: 160] countries around the world.

We intend to leverage our core strengths, including our advantaged geographic footprint, market leadership positions and portfolio of iconic brands and innovation platforms, to [removed: achieve three primary goals of growing] [added: grow] our people, [removed: growing] [added: grow] our business and [removed: growing] [added: grow] our impact.

| | • | | _Grow our People:_ We [removed: hire and] [added: strive to] inspire our people to engage in challenging and rewarding career experiences and to contribute their talent to create a great place to work. We collaborate globally, scale ideas quickly and develop world-class capabilities. Our culture is fast-moving, bold, innovative and accountable, reflecting the traits and skills necessary to thrive in a competitive global marketplace. To support and build on the success of our people in a continually-evolving business environment, we invest in our people and their development, foster respect for one another, celebrate diversity and commit to authenticity at every level. We also work to create an environment in which our people can demonstrate innovative and courageous leadership to make a difference in every role they play in the Company. As reflected in our actions and our investments in our people, we value their contributions and [removed: are committed to] [added: celebrate] their success. |

| | • | | _Grow our Business:_ We aim to deliver strong, profitable long-term growth by accelerating our core snacks business and expanding the reach of our Power Brands globally. Leveraging our Power [removed: brands – including] [added: Brands (including] _Oreo, LU_ and _belVita_ biscuits; _Milka, Cadbury Dairy Milk_ and _Toblerone_ chocolate; _Trident_ gum and _Halls_ [removed: candy –] [added: candy)] and our innovation platforms, we plan to innovate boldly and connect with our consumers wherever they [removed: are, including new markets around the world, using both traditional and digital channels.] [added: are.] As [removed: consumer consumption patterns change to more accessible, frequent and better-for-you snacking,] [added: consumers seek out foods that have better well-being credentials,] we are [removed: enhancing the goodness of many of] [added: actively evolving] our [removed: brands (including providing simpler and wholesome ingredient-focused snacks),] [added: portfolio by] expanding the well-being [removed: offerings] [added: brands] in our [removed: portfolio] [added: portfolio, enhancing the nutrition] and [added: ingredient profile of our Power Brands and] inspiring consumers to snack mindfully by providing [removed: clear] [added: more portion control treats. We plan to reach consumers in new markets around the world, using both traditional] and [removed: simple nutrition information. As shopping expands further online,] [added: digital channels. While] we [added: already have a strong presence in modern grocery stores, we] are [removed: also working to grow] [added: increasing] our [removed: e-commerce platform and on-line] presence [removed: with consumers.] [added: in higher growth non-grocery channels, including e-commerce.] To fuel these investments, we have been working to optimize our cost structure. These efforts include reinventing our supply chain, including adding and upgrading to more efficient production lines, while reducing the complexity of our product offerings, ingredients and number of suppliers. We also continue to aggressively manage our overhead costs. We have [removed: embraced and] embedded zero-based budgeting practices across the organization to identify potential areas of cost reductions and capture and sustain savings within our ongoing operating budgets. Through these actions, [removed: we’re] [added: we are] leveraging our brands, platforms and capabilities to drive long-term value and return on investment for our shareholders. |

| | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Latin America | | $ | [removed: 3,392] [added: 3,566] | | | $ | [removed: 4,988] [added: 3,392] | | | $ | [removed: 5,153] [added: 4,988] | |

| AMEA | | | [removed: 5,816] [added: 5,739] | | | | [removed: 6,002] [added: 5,816] | | | | [removed: 6,367] [added: 6,002] | |

| Europe | | | [removed: 9,755] [added: 9,794] | | | | [removed: 11,672] [added: 9,755] | | | | [removed: 15,788] [added: 11,672] | |

| North America | | | [removed: 6,960] [added: 6,797] | | | | [removed: 6,974] [added: 6,960] | | | | [removed: 6,936] [added: 6,974] | |

| | | $ | [removed: 25,923] [added: 25,896] | | | $ | [removed: 29,636] [added: 25,923] | | | $ | [removed: 34,244] [added: 29,636] | |

| | | [removed: 2016] [added: 2017] | | | | | | | | [removed: 2015] [added: 2016] | | | | | | | | [removed: 2014] [added: 2015] | | | | | | |

| | | (in millions) | | | | | | | | [removed: (in millions)] | | | | | | | | [removed: (in millions)] | | | | | | |

| Latin America | | $ | [removed: 271] [added: 565] | | | | [removed: 8.7%] [added: 14.5%] | | | $ | [removed: 485] [added: 271] | | | | [removed: 14.6%] [added: 8.7%] | | | $ | [removed: 475] [added: 485] | | | | [removed: 12.3%] [added: 14.6%] | |

| AMEA | | | [removed: 506] [added: 516] | | | | [removed: 16.2%] [added: 13.3%] | | | | [removed: 389] [added: 506] | | | | [removed: 11.7%] [added: 16.2%] | | | | [removed: 530] [added: 389] | | | | [removed: 13.6%] [added: 11.7%] | |

| Europe | | | [removed: 1,267] [added: 1,680] | | | | [removed: 40.6%] [added: 43.3%] | | | | [removed: 1,350] [added: 1,267] | | | | [removed: 40.5%] [added: 40.6%] | | | | [removed: 1,952] [added: 1,350] | | | | [removed: 50.3%] [added: 40.5%] | |

| North America | | | [removed: 1,078] [added: 1,120] | | | | [removed: 34.5%] [added: 28.9%] | | | | [removed: 1,105] [added: 1,078] | | | | [removed: 33.2%] [added: 34.5%] | | | | [removed: 922] [added: 1,105] | | | | [removed: 23.8%] [added: 33.2%] | |

| | | $ | [removed: 3,122] [added: 3,881] | | | | 100.0% | | | $ | [removed: 3,329] [added: 3,122] | | | | 100.0% | | | $ | [removed: 3,879] [added: 3,329] | | | | 100.0% | |

Please see [removed: _Management’s Discussion] [added: _Management’s_ _Discussion] and Analysis of Financial [removed: Condition and] [added: Condition_ _and] Results of Operations_ for a review of our operating results.

During [removed: 2016,] [added: 2017,] our segments contributed to our net revenues in the following product categories:

| | | Percentage of [removed: 2016] [added: 2017] Net Revenues by Product Category | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014 (1)] [added: 2015] | | |

| Biscuits - Cookies and crackers | | | | | | | | | | | 36% | | | | [removed: 34%] [added: 36%] | | | | [removed: 30%] [added: 34%] | |

| Chocolate - Tablets, bars and other | | | | | | | | | | | [removed: 30%] [added: 31%] | | | | [removed: 27%] [added: 30%] | | | | [removed: 28%] [added: 27%] | |

For information on our significant divestitures and acquisitions, please refer to Note 2, _Divestitures and Acquisitions,_ and specifically, in connection with our global coffee business deconsolidation, see the discussions under [removed: _JDE Coffee] [added: _JDE_ _Coffee] Business Transactions_ and _Keurig Transaction_.

No single customer accounted for 10% or more of our net revenues from continuing operations in [removed: 2016.][added: 2017.]

Our five largest customers accounted for [removed: 16.6%] [added: 15.6%] and our ten largest customers accounted for [removed: 22.9%] [added: 21.4%] of net revenues from continuing operations in [removed: 2016.][added: 2017.]

Depending on when Easter falls, [removed: there] [added: Easter holiday sales] may [removed: also be a] shift between the first and second [removed: quarter results.][added: quarter.]

Competitors include large [removed: multi-national] [added: multinational] as well as numerous local and regional companies.

We compete based on product quality, brand recognition and loyalty, service, product innovation, taste, convenience, [added: nutritional value,] the ability to identify and satisfy consumer preferences, effectiveness of sales and marketing, routes to market and distribution networks, promotional activity and price.

We purchase and use large quantities of commodities, including cocoa, dairy, wheat, [removed: corn products,] palm and other vegetable oils, sugar and other [removed: sweeteners] [added: sweeteners, flavoring agents] and nuts.

For additional information on our commodity costs, refer to the _Commodity Trends_ section within [removed: _Management’s Discussion] [added: _Management’s_ _Discussion] and Analysis of Financial [removed: Condition and] [added: Condition_ _and] Results of Operations_.

From time to time, we grant third parties licenses to use one or more of our [removed: trademarks] [added: trademarks, patents and/or proprietary trade secrets] in connection with the manufacture, sale or distribution of third party products.

Similarly, we sell some products under [removed: brands] [added: brands, patents and/or proprietary trade secrets] we license from third parties.

[removed: These] [added: Our] global [removed: hubs] [added: Technical Centers] will enable greater effectiveness, improved efficiency and accelerated project delivery.

At December 31, [removed: 2016,] [added: 2017,] we had approximately [removed: 2,550] [added: 2,450] scientists and engineers, of which [removed: approximately 1,950] [added: 1,900] are primarily focused on research and development and the remainder are primarily focused on quality assurance and regulatory affairs.

Our research and development expense was [removed: $376] [added: $366] million in [removed: 2016, $409] [added: 2017, $376] million in [removed: 2015] [added: 2016] and [removed: $455] [added: $409] million in [removed: 2014.][added: 2015.]

Our food products and ingredients are subject to local, national and [removed: multi-national] [added: multinational] regulations related to labeling, [added: health and nutrition claims,] packaging, pricing, marketing and advertising, privacy and related areas.

In addition, various jurisdictions regulate our operations by licensing and inspecting our manufacturing plants and facilities, enforcing standards for [removed: selected] [added: select] food products, grading food products, and regulating trade practices related to the sale and pricing of our food products.

Examples of laws and regulations that affect our business include selective food taxes, labeling requirements such as [added: front-of-pack labeling and] nutrient profiling, marketing restrictions, potential withdrawal of trade concessions as dispute settlement retaliation and sanctions on sales or sourcing of raw materials.

| | • | | _Grow our Impact:_ We are focused on helping people snack in balance and enjoy life with products that are safely and sustainably sourced, produced and delivered. We are committed to driving business growth while making positive change in the world. We use our global scale and focus where we can have the greatest impact on people and planet - including communities, safety, sustainability and well-being snacks. This includes reducing our environmental footprint, empowering farmers in our supply chain and supporting the communities where our snacks are sourced, produced and sold. |

| Latin America | | | 3.0% | | | | 3.4% | | | | 3.5% | | | | 2.6% | | | | 1.3% | | | | 13.8% | |

| AMEA | | | 6.3% | | | | 7.8% | | | | 3.5% | | | | 2.2% | | | | 2.3% | | | | 22.1% | |

| Europe | | | 11.1% | | | | 19.0% | | | | 3.0% | | | | 0.5% | | | | 4.2% | | | | 37.8% | |

| North America | | | 21.2% | | | | 1.1% | | | | 4.0% | | | | – | | | | – | | | | 26.3% | |

| | | | 41.6% | | | | 31.3% | | | | 14.0% | | | | 5.3% | | | | 7.8% | | | | 100.0% | |

Consumers are also increasingly shopping online.

And we are building a global e-commerce organization and capabilities to pursue online growth with partners in key markets around the world, including both pure e-tailers and brick-and-mortar retailers.

We continue to invest in both talent and capabilities.

Our e-commerce channel strategies will play a critical role in our ambition to be the best snacking company in the world.

We celebrated the official opening of our Wroclaw Poland Technical Center in 2017.

A key strategic goal for us is to _Grow our Impact._ Building positive impact for people and our planet is at the core of who we are.

We call our commitment to drive business growth with positive change in the world _Impact For Growth_.

Many of the challenges facing people and the planet are interrelated.

Our core programs and initiatives holistically address both by working to reduce our environmental footprint, empower farmers and support the communities where our snacks are sourced.

For example, we launched our Cocoa Life program in 2012 and will continue to invest up to $400 million through 2022 to build a sustainable cocoa supply.

We are also working to reduce waste in manufacturing and packaging.

We have been recognized for our ongoing economic, environmental and social contributions.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| Dirk Van de Put | | 57 | | Chief Executive Officer | | |

_Mr._ _Van de Put_ became Chief Executive Officer and a director in November 2017.

He formerly served as President and Chief Executive Officer of McCain Foods Limited, a multinational frozen food provider, from July 2011 to November 2017 and as its Chief Operating Officer from May 2010 to July 2011.

Mr. Van de Put served as President and Chief Executive Officer, Global Over-the-Counter, Consumer Health Division of Novartis AG, a global healthcare company, from 2009 to 2010.

Prior to that, he worked for 24 years in a variety of leadership positions for several global food and beverage providers, including Danone SA, The Coca-Cola Company and Mars, Incorporated.

Prior to that, Mr. Cofer held various positions of increasing responsibility.

Prior to that, Mr. Lorenzo held various positions of increasing responsibility.

He has served in various positions of increasing responsibility since joining Mondelēz International in 1990.

Before joining Mondelēz International, Mr. Walter worked at The Coca-Cola Company, a global beverage company, in a variety of leadership positions, most recently as Chief Executive Officer of Coca-Cola Industries China from February 2014 to October 2017 and President and Chief Operating Officer of Cola-Cola Refreshments in North America from January 2013 to February 2014.

He served as President of the European and Global Coffee category from September 2010 to September 2013.

Prior to that, Mr. Weber held various positions of increasing responsibility.

##### [Table of Contents](#toc)

| | • | | _Grow our Impact:_ Our growth is linked to enhancing the well-being of the people who make and enjoy our products, the communities we serve and the planet and its limited resources. As consumers seek foods that taste delicious and match their lifestyle goals, we are committed to meeting their well-being needs by becoming a leader in tasty, accessible, well-being snacks. To ensure the safety of our people, we have implemented world-class safety programs, workplace wellness programs and policies to promote fair and equal treatment. We conduct business in compliance with the law, our company policies and accepted standards of business conduct. We also seek to improve consumers’ well-being by providing innovative community programs focused on learning about food choices, preparing healthy meals, growing nutritious foods and encouraging children to play. We encourage our people to contribute time and talent to community programs, and we provide humanitarian aid to communities in times of need. We also leverage our global operating scale to secure sustainable raw materials and work with suppliers to drive meaningful social and environmental changes. |

| Latin America | | | 2.8% | | | | 2.9% | | | | 3.6% | | | | 2.6% | | | | 1.2% | | | | 13.1% | |

| AMEA | | | 6.1% | | | | 7.3% | | | | 3.7% | | | | 2.4% | | | | 2.9% | | | | 22.4% | |

| Europe | | | 10.4% | | | | 18.7% | | | | 3.5% | | | | 0.7% | | | | 4.3% | | | | 37.6% | |

| North America | | | 21.6% | | | | 1.0% | | | | 4.3% | | | | – | | | | – | | | | 26.9% | |

| | | | 40.9% | | | | 29.9% | | | | 15.1% | | | | 5.7% | | | | 8.4% | | | | 100.0% | |

| Beverages - Coffee | | | | | | | | | | | – | | | | 6% | | | | 11% | |

| | (1) | During 2014, we realigned some of our products across product categories and as such, we reclassified the product category net revenues on a basis consistent with the 2015 and 2016 presentation. |

| --- | --- | --- |

We also sell our products on a growing number of e-commerce platforms as consumer consumption patterns change (reflecting greater consumer time compression and technology use) and retail increasingly expands online.

Within our digital and social marketing, we create opportunities for consumers to easily find and buy our products online.

We have built relationships with several retailers to develop customized programs that fit their and our formats and provide consumers additional personalized offerings from our snacks portfolio.

Our total research and development expense was lower in 2016 and 2015 primarily due to the deconsolidation of our global coffee business in July 2015, currency and cost optimization initiatives.

A key strategic goal for us is to _Grow our Impact,_ and we seek to do that in part by sourcing our products sustainably, reducing the environmental impact of our operations and packaging, and being mindful of the limited resources available around the world.

For example, we have taken direct accountability for building a sustainable cocoa supply with our $400 million Cocoa Life program.

We ranked 4th in the Access to Nutrition Index, a global index that assesses and ranks the world’s largest food and beverage companies on their nutrition-related commitments, practices and performance.

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| Irene B. Rosenfeld | | 63 | | Chairman and Chief Executive Officer |

_Ms.

Rosenfeld_ became Chief Executive Officer and a director in June 2006 and became Chairman of the Board in March 2007.

Prior to that, she served as Chairman and Chief Executive Officer of Frito-Lay, a division of PepsiCo, Inc., a food and beverage company, from September 2004 to June 2006.

Ms. Rosenfeld was employed continuously by Mondelēz International and its predecessor, General Foods Corporation, in various capacities from 1981 until 2003, including President of Kraft Foods North America and President of Operations, Technology, Information Systems and Kraft Foods, Canada, Mexico and Puerto Rico.

_Mr.

_Mr.

_Mr.

_Mr.

Prior to joining Mondelēz International, Mr. de Oliveira Marques worked at Johnson & Johnson, a global manufacturer of human health and well-being related products, for 27 years in a variety of leadership positions, most recently as Company Group Chairman, Consumer North America from January 2011 to February 2015 and as Company Group Chairman, Consumer Health Care, Global Design Unit from April 2007 to December 2010.

_Mr.

_Mr.

_Ms.

_Mr.

_Mr.

Previously, Mr. Pleuhs served as Senior Vice President & Deputy General Counsel, Business Units from November 2007 to March 2012 and Senior Vice President and Deputy General Counsel, International for Kraft Foods Global, Inc. from July 2004 to November 2007.

Before joining Mondelēz International in 1990, Mr. Pleuhs held a number of senior positions within the German Law Department of Jacobs Kaffee Deutschland GmbH, an international beverage and confectionery company, prior to and after its acquisition by Altria Group, the former parent company of Mondelēz International.

_Mr.

Prior to that, he served as President of the European and Global Coffee category from September 2010 until September 2013, President of the DACH region (Germany, Austria and Switzerland) from February 2009 to August 2010, Managing Director, Spain from August 2007 to January 2009, Vice President of Global Tassimo Venture Team from July 2004 to July 2007 and Senior Director, International Sales, Kraft Foods International from January 2000 to June 2004.

For the fiscal year ended December 31, [removed: 2016][added: 2017]

[removed: ][added: ]

Securities registered pursuant to Section 12(g) of the [removed: Act: None][added: Act: None]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.

The aggregate market value of the shares of Class A Common Stock held by non-affiliates of the registrant, computed by reference to the closing price of such stock on June 30, [removed: 2016,] [added: 2017,] was [removed: $71] [added: $63] billion.

At February [removed: 17, 2017,] [added: 2, 2018,] there were [removed: 1,526,612,169] [added: 1,487,328,466] shares of the registrant’s Class A Common Stock outstanding.

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders expected to be held on May [removed: 17, 2017] [added: 16, 2018] are incorporated by reference into Part III hereof.

| [removed: Part] [added: [Part] I [removed: –] [added: –](#tx466496_1)] | | | | | | |

| Item 1. | | [removed: [Business](#toc288385_1)] [added: [Business](#tx466496_2)] | | | [removed: 1] [added: 2] | |

| Item 1A. | | [Risk [removed: Factors](#toc288385_2)] [added: Factors](#tx466496_3)] | | | 9 | |

| Item 1B. | | [Unresolved Staff [removed: Comments](#toc288385_3)] [added: Comments](#tx466496_4)] | | | [removed: 17] [added: 19] | |

| Item 2. | | [removed: [Properties](#toc288385_4)] [added: [Properties](#tx466496_5)] | | | [removed: 18] [added: 20] | |

| Item 3. | | [Legal [removed: Proceedings](#toc288385_5)] [added: Proceedings](#tx466496_6)] | | | [removed: 18] [added: 20] | |

| Item 4. | | [Mine Safety [removed: Disclosures](#toc288385_6)] [added: Disclosures](#tx466496_7)] | | | [removed: 18] [added: 20] | |

| [removed: Part] [added: [Part] II [removed: –] [added: –](#tx466496_8)] | | | | | | |

| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder [removed: Matters and] [added: Matters](#tx466496_9) [and] Issuer Purchases of Equity [removed: Securities](#toc288385_7)] [added: Securities](#tx466496_9)] | | | [removed: 18] [added: 21] | |

| Item 6. | | [Selected Financial [removed: Data](#toc288385_8)] [added: Data](#tx466496_10)] | | | [removed: 21] [added: 23] | |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations:](#toc288385_9)] [added: Operations:](#tx466496_43)] | | | [removed: 22] [added: 24] | |

| | | [Summary of [removed: Results](#toc288385_10)] [added: Results](#tx466496_11)] | | | [removed: 23] [added: 26] | |

| | | [Financial [removed: Outlook](#toc288385_11)] [added: Outlook](#tx466496_12)] | | | [removed: 24] [added: 26] | |

| | | [Discussion and Analysis of Historical [removed: Results](#toc288385_12)] [added: Results](#tx466496_13)] | | | [removed: 26] [added: 29] | |

| | | [Critical Accounting [removed: Estimates](#toc288385_13)] [added: Estimates](#tx466496_14)] | | | [removed: 43] [added: 45] | |

| | | [Liquidity and Capital [removed: Resources](#toc288385_14)] [added: Resources](#tx466496_15)] | | | [removed: 46] [added: 48] | |

| | | [Commodity [removed: Trends](#toc288385_15)] [added: Trends](#tx466496_16)] | | | [removed: 47] [added: 49] | |

| | | [Off-Balance Sheet Arrangements and Aggregate Contractual [removed: Obligations](#toc288385_16)] [added: Obligations](#tx466496_17)] | | | [removed: 48] [added: 50] | |

| | | [Equity and [removed: Dividends](#toc288385_17)] [added: Dividends](#tx466496_18)] | | | [removed: 49] [added: 51] | |

| | | [Non-GAAP Financial [removed: Measures](#toc288385_18)] [added: Measures](#tx466496_19)] | | | [removed: 50] [added: 52] | |

| Item 7A. | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#toc288385_19)] [added: Risk](#tx466496_20)] | | | [removed: 58] [added: 59] | |

| Item 8. | | [Financial Statements and Supplementary [removed: Data:](#toc288385_20)] [added: Data:](#tx466496_21)] | | | [removed: 60] [added: 61] | |

| | | [Report of Independent Registered Public Accounting [removed: Firm](#toc288385_21)] [added: Firm](#tx466496_22)] | | | [removed: 60] [added: 61] | |

| | | [Consolidated Statements of Earnings for the Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#toc288385_22)] [added: 2015](#tx466496_23)] | | | [removed: 61] [added: 63] | |

| | | [Consolidated Statements of Comprehensive Earnings for the Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#toc288385_23)] [added: 2015](#tx466496_24)] | | | [removed: 62] [added: 64] | |

| | | [Consolidated Balance Sheets as of December 31, [removed: 2016] [added: 2017] and [removed: 2015](#toc288385_24)] [added: 2016](#tx466496_25)] | | | [removed: 63] [added: 65] | |

| | | [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#toc288385_25)] [added: 2015](#tx466496_26)] | | | [removed: 64] [added: 66] | |

| | | [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#toc288385_26)] [added: 2015](#tx466496_27)] | | | [removed: 65] [added: 67] | |

| | | [Notes to Consolidated Financial [removed: Statements](#toc288385_27)] [added: Statements](#tx466496_28)] | | | [removed: 66] [added: 68] | |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc288385_28)] [added: Disclosure](#tx466496_29)] | | | [removed: 117] [added: 119] | |

| Item 9A. | | [Controls and [removed: Procedures](#toc288385_29)] [added: Procedures](#tx466496_30)] | | | [removed: 117] [added: 119] | |

| Item 9B. | | [Other [removed: Information](#toc288385_30)] [added: Information](#tx466496_31)] | | | [removed: 118] [added: 120] | |

10-K 1 d466496d10k.htm 10-K

| | | | | | | Emerging growth company ☐ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

| Item 16. | | [Form 10-K Summary](#tx466496_40) | | | 126 | |

| | | [Signatures](#tx466496_41) | | | 127 | |

##### [Table of Contents](#toc)

10-K 1 d288385d10k.htm 10-K

| 1.125% Notes due 2017 | | New York Stock Exchange LLC |

| | | [Signatures](#toc288385_37) | | | 125 | |

| | | [Report of Independent Registered Public Accounting Firm on Financial Statement Schedule](#toc288385_38) | | | S-1 | |

On December 31, [removed: 2016,] [added: 2017,] we had [removed: 150] [added: approximately 138] manufacturing and processing facilities in [removed: 52] [added: 51] countries and [removed: 130] [added: 108] distribution centers and depots worldwide.

| Latin America (1) | | | 17 | | | | [removed: 5] [added: 3] | |

| AMEA | | | [removed: 51] [added: 49] | | | | [removed: 38] [added: 32] | |

| Europe | | | [removed: 67] [added: 57] | | | | [removed: 5] [added: 14] | |

| North America | | | 15 | | | | [removed: 82] [added: 59] | |

| Leased | | | [removed: 11] [added: 13] | | | | [removed: 108] [added: 93] | |

| | (1) | Excludes [removed: properties utilized by] our [removed: Venezuelan businesses, which were] deconsolidated [removed: effective as of the close of the 2015 fiscal year. Refer to] [added: Venezuela operations. See] Note 1, _Summary of Significant Accounting [removed: Policies_] [added: Policies] – [removed: _Currency] [added: Currency] Translation and Highly Inflationary Accounting: Venezuela,_ for [removed: more] [added: additional] information. | [added: |]

During 2017, we disposed of 12 manufacturing facilities mainly in business divestitures and we reduced the number of distribution centers we own or lease by 22.

| | | As of December 31, 2017 | | | | | | |

| Total | | | 138 | | | | 108 | |

| Owned | | | 125 | | | | 15 | |

| Total | | | 138 | | | | 108 | |

| --- | --- | --- | --- |

During 2016, we added 5 new manufacturing facilities and disposed of or ceased operations in 9 manufacturing facilities.

We also added 4 new distribution facilities and no longer own or lease 12 distribution facilities.

In addition, a decrease of 49 distribution facilities in predominantly EU and AMEA primarily reflects distribution facilities that are owned or leased by third party logistics partners.

| | | As of December 31, 2016 | | | | | | |

| Total | | | 150 | | | | 130 | |

| Owned | | | 139 | | | | 22 | |

| Total | | | 150 | | | | 130 | |

| --- | --- | --- |

##### [Table of Contents](#toc)

We have listed our Common Stock on The [removed: NASDAQ] [added: Nasdaq] Global Select Market under the symbol “MDLZ.” At January 31, [removed: 2017,] [added: 2018,] there were [removed: 56,105] [added: 52,572] holders of record of our Common Stock.

The cumulative total return reflects market prices at the end of each year and the reinvestment of dividends each [removed: year (and takes into account the value of Kraft Foods Group shares distributed in the spin-off of our grocery business).][added: year.]

[removed: ][added: ]

| [added: As of December 31,] | | Mondelēz International | | | | S&P 500 | | | | [removed: 2016] Performance Peer Group | | | [removed: | 2015 Performance Peer Group | | |]

The Mondelēz International performance peer group consists of the following companies considered our market competitors or that have been selected on the basis of industry, global focus or industry leadership: Campbell Soup Company, The Coca-Cola Company, Colgate-Palmolive Company, Danone S.A., General Mills, Inc., The Hershey Company, Kellogg Company, [added: The Kraft Heinz Company,] Nestlé S.A., PepsiCo, Inc., The Procter & Gamble [removed: Company, Unilever PLC] [added: Company] and [removed: The Kraft Heinz Company.][added: Unilever PLC.]

[removed: We added] The Kraft Heinz Company [removed: to our] performance [removed: peer group in 2016 and its performance] history is [removed: only] included for 2016 [removed: because] [added: and 2017 only as] the company was formed in 2015.

Our stock repurchase activity for each of the three months in the quarter ended December 31, [removed: 2016] [added: 2017] was:

| Period | | Total [removed: Number of] [added: Number of] Shares Purchased (1) | | | | Average Price Paid per [removed: Share] [added: Share (1)] | | | | Total [removed: Number of Shares Purchased as Part] [added: Number of Shares Purchased as Part] of Publicly [removed: Announced Plans or Programs] [added: Announced Plans or Programs] (2) | | | | Approximate Dollar Value of Shares That May Yet Be Purchased [removed: Under the] [added: Under the] Plans or Programs (2) | | |

| | (1) | The total number of shares purchased [removed: includes:] [added: (and the average price paid per share) reflects:] (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of restricted [added: stock] and deferred stock [added: units] that vested, totaling [removed: 6,345] [added: 7,515] shares, [removed: 2,280] [added: 2,560] shares and [removed: 4,340] [added: 32,809] shares for the fiscal months of October, November and December [removed: 2016,] [added: 2017,] respectively. |

| | (2) | Our Board of Directors authorized the repurchase of $13.7 billion of our Common Stock through December 31, 2018. Specifically, on March 12, 2013, our Board of Directors authorized the repurchase of up to the lesser of 40 million shares or $1.2 billion of our Common Stock through March 12, 2016. On August 6, 2013, our Audit Committee, with authorization delegated from our Board of Directors, increased the repurchase program capacity to $6.0 billion of Common Stock repurchases and extended the expiration date to December 31, 2016. On December 3, 2013, our Board of Directors approved an increase of $1.7 billion to the program related to a new accelerated share repurchase program, which concluded in May 2014. On July 29, 2015, our Finance Committee, with authorization delegated from our Board of Directors, approved a $6.0 billion increase that raised the repurchase program capacity to $13.7 billion and extended the program through December 31, 2018. [added: On January 31, 2018 our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in the share repurchase program, raising the authorization to $19.7 billion of Common Stock repurchases, and extended the program through December 31, 2020.] See related information in Note 11, _Capital Stock_. |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2012 | | $ | 100.00 | | | $ | 100.00 | | | $ | 100.00 | |

| 2013 | | | 141.09 | | | | 132.39 | | | | 119.11 | |

| 2014 | | | 147.56 | | | | 150.51 | | | | 128.15 | |

| 2015 | | | 185.03 | | | | 152.59 | | | | 131.35 | |

| 2016 | | | 186.08 | | | | 170.84 | | | | 135.12 | |

| 2017 | | | 183.14 | | | | 208.14 | | | | 156.68 | |

| October 1-31, 2017 | | | 1,227,255 | | | $ | 41.00 | | | | 1,219,740 | | | $ | 978,678,089 | |

| November 1-30, 2017 | | | 1,310,860 | | | | 42.78 | | | | 1,308,300 | | | | 922,700,280 | |

| December 1-31, 2017 | | | 6,510,143 | | | | 43.08 | | | | 6,477,334 | | | | 643,678,089 | |

| For the Quarter Ended December 31, 2017 | | | 9,048,258 | | | | 42.75 | | | | 9,005,374 | | | | | |

##### [Table of Contents](#toc)

The vertical line below indicates the October 1, 2012 Spin-Off date and is intended to facilitate comparisons of performance against peers listed below and the stock market before and following the Spin-Off.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Date | | | | | | | | | | | | | | | | |

| December 2011 | | $ | 100.00 | | | $ | 100.00 | | | $ | 100.00 | | | $ | 100.00 | |

| December 2012 | | | 107.06 | | | | 116.00 | | | | 110.47 | | | | 110.47 | |

| December 2013 | | | 151.05 | | | | 153.57 | | | | 131.58 | | | | 131.58 | |

| December 2014 | | | 157.97 | | | | 174.60 | | | | 141.57 | | | | 141.57 | |

| December 2015 | | | 198.09 | | | | 177.01 | | | | 145.10 | | | | 145.10 | |

| December 2016 | | | 199.21 | | | | 198.18 | | | | 151.78 | | | | 149.60 | |

This performance graph and other information furnished under this Part II Item 5(a) of this Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

| | | Issuer Purchases of Equity Securities | | | | | | | | | | | | | | |

| October 1-31, 2016 | | | 2,270,497 | | | $ | 44.02 | | | | 2,264,152 | | | $ | 3,559,545,482 | |

| November 1-30, 2016 | | | 12,524,719 | | | | 42.83 | | | | 12,522,439 | | | | 3,023,387,254 | |

| December 1-31, 2016 | | | 4,269,081 | | | | 41.82 | | | | 4,264,741 | | | | 2,845,045,875 | |

| For the Quarter Ended December 31, 2016 | | | 19,064,297 | | | | 42.75 | | | | 19,051,332 | | | | | |

| | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Net revenues | | $ | [removed: 25,923] [added: 25,896] | | | $ | [removed: 29,636] [added: 25,923] | | | $ | [removed: 34,244] [added: 29,636] | | | $ | [removed: 35,299] [added: 34,244] | | | $ | [removed: 35,015] [added: 35,299] | |

| Earnings from continuing operations, net of taxes | | | [removed: 1,669] [added: 2,936] | | | | [removed: 7,291] [added: 1,669] | | | | [removed: 2,201] [added: 7,291] | | | | [removed: 2,332] [added: 2,201] | | | | [removed: 1,606] [added: 2,332] | |

| Per share, basic | | | [removed: 1.07] [added: 1.93] | | | | [removed: 4.49] [added: 1.07] | | | | [removed: 1.29] [added: 4.49] | | | | [removed: 1.30] [added: 1.29] | | | | [removed: 0.90] [added: 1.30] | |

| Per share, diluted | | | [removed: 1.05] [added: 1.91] | | | | [removed: 4.44] [added: 1.05] | | | | [removed: 1.28] [added: 4.44] | | | | [removed: 1.29] [added: 1.28] | | | | [removed: 0.88] [added: 1.29] | |

| Net cash provided by operating activities | | | [removed: 2,838] [added: 2,593] | | | | [removed: 3,728] [added: 2,838] | | | | [removed: 3,562] [added: 3,728] | | | | [removed: 6,410] [added: 3,562] | | | | [removed: 3,923] [added: 6,410] | |

| Capital expenditures | | | [removed: 1,224] [added: 1,014] | | | | [removed: 1,514] [added: 1,224] | | | | [removed: 1,642] [added: 1,514] | | | | [removed: 1,622] [added: 1,642] | | | | [removed: 1,610] [added: 1,622] | |

| Property, plant and equipment, net | | | [removed: 8,229] [added: 8,677] | | | | [removed: 8,362] [added: 8,229] | | | | [removed: 9,827] [added: 8,362] | | | | [removed: 10,247] [added: 9,827] | | | | [removed: 10,010] [added: 10,247] | |

| Total assets | | | [removed: 61,538] [added: 63,109] | | | | [removed: 62,843] [added: 61,538] | | | | [removed: 66,771] [added: 62,843] | | | | [removed: 72,464] [added: 66,771] | | | | [removed: 75,421] [added: 72,464] | |

| Long-term debt | | | [removed: 13,217] [added: 12,972] | | | | [removed: 14,557] [added: 13,217] | | | | [removed: 13,821] [added: 14,557] | | | | [removed: 14,431] [added: 13,821] | | | | [removed: 15,519] [added: 14,431] | |

| Total Mondelēz International shareholders’ equity | | | [removed: 25,161] [added: 26,111] | | | | [removed: 28,012] [added: 25,161] | | | | [removed: 27,750] [added: 28,012] | | | | [removed: 32,373] [added: 27,750] | | | | [removed: 32,276] [added: 32,373] | |

| Shares outstanding at year end (4) | | | [removed: 1,528] [added: 1,488] | | | | [removed: 1,580] [added: 1,528] | | | | [removed: 1,664] [added: 1,580] | | | | [removed: 1,705] [added: 1,664] | | | | [removed: 1,778] [added: 1,705] | |

| Per Share and Other Data [removed: (5)] | | | | | | | | | | | | | | | | | | | | |

| Book value per shares outstanding | | | [removed: 16.47] [added: 17.55] | | | | [removed: 17.73] [added: 16.47] | | | | [removed: 16.68] [added: 17.73] | | | | [removed: 18.99] [added: 16.68] | | | | [removed: 18.15] [added: 18.99] | |

| Dividends declared per share [removed: (6)] [added: (5)] | | | [removed: 0.72] [added: 0.82] | | | | [removed: 0.64] [added: 0.72] | | | | [removed: 0.58] [added: 0.64] | | | | [removed: 0.54] [added: 0.58] | | | | [removed: 1.00] [added: 0.54] | |

| Common Stock closing price at year end [removed: (7)] | | | [removed: 44.33] [added: 42.80] | | | | [removed: 44.84] [added: 44.33] | | | | [removed: 36.33] [added: 44.84] | | | | [removed: 35.30] [added: 36.33] | | | | [removed: 25.45] [added: 35.30] | |

| Number of employees | | | [removed: 90,000] [added: 83,000] | | | | [removed: 99,000] [added: 90,000] | | | | [removed: 104,000] [added: 99,000] | | | | [removed: 107,000] [added: 104,000] | | | | [removed: 110,000] [added: 107,000] | |

| (1) | The selected financial data should be read in conjunction with _Management’s Discussion and Analysis of Financial Condition [removed: and Results] [added: and_ _Results] of Operations_ and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K and Annual Reports on Form 10-K for earlier periods. A significant portion of our business is exposed to currency exchange rate fluctuation as a large portion of our assets, liabilities, revenue and expenses must be translated into U.S. dollars for reporting purposes. Refer to _Management’s Discussion and Analysis of Financial Condition [removed: and Results] [added: and_ _Results] of Operations_ for a discussion of operating results on a constant currency basis where noted. |

| (2) | Significant items impacting the comparability of our results from continuing operations include: Spin-Off Costs in [removed: 2012-2014; Restructuring Programs] [added: 2013-2014; restructuring programs] in [removed: 2012-2016; Cost Savings Initiatives] [added: 2013-2017; cost savings initiatives] in [removed: 2013 and 2012;] [added: 2013;] the contribution of our global coffee businesses and investment in JDE and related gain in 2015; [removed: the] gain on [removed: Keurig] equity method investment [removed: exchange] [added: transactions] in [removed: 2016;other] [added: 2016-2017; other] divestitures and sales of property in [removed: 2016, 2015,] 2013 and [removed: 2012;] [added: 2015-2017;] acquisitions in [removed: 2016, 2015] [added: 2013] and [removed: 2013;] [added: 2015-2016;] the Cadbury acquisition-related Integration Program in [removed: 2012-2014;] [added: 2013-2014;] the benefit from the Cadbury acquisition-related indemnification resolution in 2013; losses on debt extinguishment in [removed: 2013-2016;] [added: 2013-2017;] unrealized gains on the coffee business transaction currency hedges in [removed: 2014 and 2015;] [added: 2014-2015;] debt tender offers completed in 2013-2016; loss on deconsolidation of Venezuela in 2015; the remeasurement of net monetary assets in Venezuela in 2013-2015; accounting calendar changes in [removed: 2015] [added: 2013] and [removed: 2013;] [added: 2015;] impairment charges related to intangible assets in [removed: 2016, 2015, 2014 and 2012;] [added: 2014-2017;] losses related to interest rate swaps in [removed: 2016 and 2015;] [added: 2015-2016; benefits from the resolution of tax matters in 2017; CEO transition remuneration in 2017; malware incident incremental expenses in 2017;] and our provision for income taxes in all [removed: years.] [added: years, including the U.S. tax reform discrete net tax benefit in 2017.] Please refer to Notes 1, _Summary of Significant Accounting Policies_; 2, _Divestitures and Acquisitions_; 5, _Goodwill and Intangible Assets_; 6, [removed: _Restructuring Programs_;] [added: _2014-2018 Restructuring Program_;] 7, _Debt and Borrowing Arrangements_; 8, _Financial Instruments_; 12, _Commitments and Contingencies_; 14, _Income Taxes_; and 16, _Segment Reporting_, for additional information regarding items affecting comparability of our results from continuing operations. |

| (3) | [removed: Our Cash Flow and Financial Position information includes Kraft Foods Group data for periods prior to the October 1, 2012 Spin-Off date. Refer to the Annual Report on Form 10-K for the year ended December 31, 2012 for information on the divested net assets and items impacting cash flow. Other items] [added: Items] impacting comparability primarily relate to the Keurig and JDE coffee business transactions in 2014-2016, the loss on deconsolidation of Venezuela in 2015 and the receipt of net cash proceeds from the resolution of the Starbucks arbitration in 2013. [added: Refer to the Annual Report on Form 10-K for the year ended December 31, 2015, for additional information on the resolution of the Starbucks arbitration in 2013.] Beginning in 2015, debt issuance costs related to recognized debt liabilities were recorded as a deduction from the related debt obligations instead of as long-term other assets on the consolidated balance sheet. We made this reclassification in the prior [removed: years] [added: periods] presented [removed: to be consistent with the 2016 and 2015 presentation.] [added: for consistency.] |

| (4) | Refer to Note 11, _Capital Stock_, for additional information on our share repurchase program in [removed: 2013-2016.] [added: 2013-2017.] |

| [removed: (6)] [added: (5)] | Refer to the _Equity and Dividends_ section within [removed: _Management’s Discussion] [added: _Management’s_ _Discussion] and Analysis of Financial [removed: Condition and] [added: Condition_ _and] Results of Operations_ for [removed: additional] information on our [removed: dividends following the October 1, 2012 Spin-Off.] [added: dividends.] |

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| (5) | Per Share and Other Data includes Kraft Foods Group data for periods prior to the October 1, 2012 Spin-Off date. Refer to the Annual Report on Form 10-K for the year ended December 31, 2015, for additional information on the resolution of the Starbucks arbitration in 2013. |

| (7) | Closing prices reflect historical market prices and have not been adjusted for periods prior to October 1, 2012 to reflect the Spin-Off of Kraft Foods Group on that date. |

To the Board of Directors and Shareholders of Mondelēz International, [removed: Inc.:][added: Inc.]

In our opinion, the [removed: accompanying] consolidated [removed: balance sheets and the related consolidated] [added: financial] statements [removed: of earnings, comprehensive earnings, equity and cash flows] [added: referred to above] present fairly, in all material respects, the financial position of [removed: Mondelēz International, Inc. and its subsidiaries at] [added: the Company as of] December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2016] [added: 2017] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in _Internal Control—Integrated Framework_ (2013) issued by the [removed: Committee of Sponsoring Organizations of the Treadway Commission (COSO).][added: COSO.]

The Company’s management is responsible for these [added: consolidated] financial statements, for maintaining effective internal control over financial [removed: reporting] [added: reporting,] and for its assessment of the effectiveness of internal control over financial reporting, included in the Report of Management on Internal Control Over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on [removed: these] [added: the Company’s consolidated] financial statements and on the Company’s internal control over financial reporting based on our [removed: integrated] audits.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the [added: consolidated] financial statements are free of material [removed: misstatement] [added: misstatement, whether due to error or fraud,] and whether effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the financial statements] [added: also] included [removed: examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing] [added: evaluating] the accounting principles used and significant estimates made by management, [removed: and] [added: as well as] evaluating the overall [added: presentation of the consolidated] financial [removed: statement presentation.][added: statements.]

| | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Net revenues | | $ | [removed: 25,923] [added: 25,896] | | | $ | [removed: 29,636] [added: 25,923] | | | $ | [removed: 34,244] [added: 29,636] | |

| Cost of sales | | | [removed: 15,795] [added: 15,831] | | | | [removed: 18,124] [added: 15,795] | | | | [removed: 21,647] [added: 18,124] | |

| Gross profit | | | [removed: 10,128] [added: 10,065] | | | | [removed: 11,512] [added: 10,128] | | | | [removed: 12,597] [added: 11,512] | |

| Selling, general and administrative expenses | | | [removed: 6,540] [added: 5,911] | | | | [removed: 7,577] [added: 6,540] | | | | [removed: 8,457] [added: 7,577] | |

| Asset impairment and exit costs | | | [removed: 852] [added: 656] | | | | [removed: 901] [added: 852] | | | | [removed: 692] [added: 901] | |

| Loss on deconsolidation of Venezuela | | | – | | | | [removed: 778] [added: –] | | | | [removed: –] [added: 778] | |

| Amortization of intangibles | | | [removed: 176] [added: 178] | | | | [removed: 181] [added: 176] | | | | [removed: 206] [added: 181] | |

| Operating income | | | [removed: 2,569] [added: 3,506] | | | | [removed: 8,897] [added: 2,569] | | | | [removed: 3,242] [added: 8,897] | |

| Interest and other expense, net | | | [removed: 1,115] [added: 382] | | | | [removed: 1,013] [added: 1,115] | | | | [removed: 688] [added: 1,013] | |

| Earnings before income taxes | | | [removed: 1,454] [added: 3,124] | | | | [removed: 7,884] [added: 1,454] | | | | [removed: 2,554] [added: 7,884] | |

| Provision for income taxes | | | [removed: (129] [added: (688] | ) | | | [removed: (593] [added: (129] | ) | | | [removed: (353] [added: (593] | ) |

| Gain on equity method investment [removed: exchange] [added: transactions] | | | [removed: 43] [added: 40] | | | | [removed: –] [added: 43] | | | | – | |

| Equity method investment net earnings | | | [removed: 301] [added: 460] | | | | [removed: –] [added: 301] | | | | – | |

| Net earnings | | | [removed: 1,669] [added: 2,936] | | | | [removed: 7,291] [added: 1,669] | | | | [removed: 2,201] [added: 7,291] | |

| Noncontrolling interest earnings | | | [removed: (10] [added: (14] | ) | | | [removed: (24] [added: (10] | ) | | | [removed: (17] [added: (24] | ) |

| Net earnings attributable to Mondelēz International | | $ | [removed: 1,659] [added: 2,922] | | | $ | [removed: 7,267] [added: 1,659] | | | $ | [removed: 2,184] [added: 7,267] | |

| Basic earnings per share attributable to Mondelēz International | | $ | [removed: 1.07] [added: 1.93] | | | $ | [removed: 4.49] [added: 1.07] | | | $ | [removed: 1.29] [added: 4.49] | |

| Diluted earnings per share attributable to Mondelēz International | | $ | [removed: 1.05] [added: 1.91] | | | $ | [removed: 4.44] [added: 1.05] | | | $ | [removed: 1.28] [added: 4.44] | |

| Dividends declared | | $ | [removed: 0.72] [added: 0.82] | | | $ | [removed: 0.64] [added: 0.72] | | | $ | [removed: 0.58] [added: 0.64] | |

| | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Net earnings | | $ | [removed: 1,669] [added: 2,936] | | | $ | [removed: 7,291] [added: 1,669] | | | $ | [removed: 2,201] [added: 7,291] | |

| Other comprehensive [removed: earnings / (losses),] [added: earnings/(losses),] net of tax: | | | | | | | | | | | | |

| Currency translation adjustment | | | [removed: (925] [added: 1,201] | [removed: )] | | | [removed: (2,990] [added: (925] | ) | | | [removed: (3,661] [added: (2,990] | ) |

| Pension and other benefit plans | | | [removed: (153] [added: (57] | ) | | | [removed: 340] [added: (153] | [added: )] | | | [removed: (682] [added: 340] | [removed: )] |

| Derivative cash flow hedges | | | [removed: (75] [added: 8] | [removed: )] | | | [removed: (44] [added: (75] | ) | | | [removed: (119] [added: (44] | ) |

| Total other comprehensive [removed: earnings / (losses)] [added: earnings/(losses)] | | | [removed: (1,153] [added: 1,152] | [removed: )] | | | [removed: (2,694] [added: (1,153] | ) | | | [removed: (4,462] [added: (2,694] | ) |

| Comprehensive earnings [removed: / (losses)] | | | [removed: 516] [added: 4,088] | | | | [removed: 4,597] [added: 516] | | | | [removed: (2,261] [added: 4,597] | [removed: )] |

| less: Comprehensive [removed: earnings / (losses)] [added: earnings/(losses)] attributable to noncontrolling interests | | | [removed: (7] [added: 42] | [removed: )] | | | [removed: (2] [added: (7] | ) | | | [removed: (16] [added: (2] | ) |

| Comprehensive earnings [removed: / (losses)] attributable to Mondelēz International | | $ | [removed: 523] [added: 4,046] | | | $ | [removed: 4,599] [added: 523] | | | $ | [removed: (2,245] [added: 4,599] | [removed: )] |

| | | [added: 2017 | | | |] 2016 | | | | 2015 | | |

| Cash and cash equivalents | | $ | [removed: 1,741] [added: 761] | | | $ | [removed: 1,870] [added: 1,741] | |

_Opinions on the Financial Statements and Internal Control over Financial Reporting_

We have audited the accompanying consolidated balance sheets of Mondelēz International, Inc. and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of earnings, comprehensive earnings, equity and cash flows for each of the three years in the period ended December 31, 2017, including the related notes and financial statement schedule listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in _Internal Control—Integrated Framework_ (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

_Basis for Opinions_

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.