Mondelez International (MDLZ) 10-K risk factor changes: FY2018 vs FY2017

[removed: _You] [added: *You] should read the following risk factors carefully when evaluating our business and the forward-looking information contained in this Annual Report on Form 10-K.

While we believe we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties that we do not presently know or that we do not currently believe to be significant that may adversely affect our business, performance or financial condition in the [removed: future._][added: future.*]

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

Competitor and customer pressures [added: require that we timely and effectively respond to new distribution channels and technological developments and] may require that we reduce our prices.

Failure to effectively and timely [removed: assess, change] [added: assess new or developing trends, technological advancements or changes in distribution methods] and set proper pricing or effective trade incentives may negatively impact our operating [removed: results and] [added: results,] achievement of our strategic and financial [removed: goals.][added: goals and our ability to capitalize on new revenue or value-producing opportunities.]

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

[removed: If] [added: Additionally, if] we reduce prices or our costs increase but we cannot increase sales volumes to offset those changes, then our financial condition and results of operations will suffer.

If we do not achieve these [removed: objectives or do not] [added: objectives, effectively] implement [removed: transformation] [added: our strategy] in a way that minimizes disruptions to our [removed: business,] [added: business or effectively adjust] our [added: culture to this change in strategy, our] financial condition and results of operations could be materially and adversely affected.

Maintaining and enhancing our reputation and brand image [added: and health] is essential to our business success.

Our success depends on our ability to maintain and enhance [added: the health of] our [removed: brand quality and image, extend] [added: brands’ equity, launch] our brands [removed: into] [added: in] new [removed: geographies and to] [added: geographies, expand into] new distribution platforms, including e-commerce, and [removed: expand] [added: evolve] our [removed: brand image] [added: brands] with new [removed: and renewed] product [removed: offerings.][added: offerings that meet consumer expectations.]

We seek to [removed: enhance] [added: strengthen] our [removed: brand image] [added: brands] through product renovation, innovation and marketing investments, including [added: consumer-relevant] advertising and consumer promotions.

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

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

Moreover, adverse publicity or regulatory or legal action against us on product quality and safety, where we manufacture our products, [added: antitrust, bribery and corruption,] or environmental risks or human and workplace rights across our supply chain could damage our reputation and brand [removed: image.][added: health.]

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

Our product sponsorship [removed: relationships] [added: relationships, including those with celebrity spokespersons or group affiliations,] could also subject us to negative publicity.

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

Negative posts or comments about us or our brands on social 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 [removed: seriously] damage our reputation and brand image across the various regions in which we operate.

Furthermore, third parties may sell counterfeit or [removed: spurious] [added: imitation] versions of our products that are inferior or pose safety risks.

If we do not successfully maintain and enhance our reputation and brand [removed: image,] [added: health,] 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: 75.8%] [added: 75.3%] of our [removed: 2017] [added: 2018] net revenues, [removed: 75.6%] [added: 75.8%] of our [removed: 2016] [added: 2017] net revenues and [removed: 78.7%] [added: 75.6%] of our [removed: 2015] [added: 2016] net revenues outside the United States.

We manufacture and market our products in [removed: approximately 160] [added: over 150] countries and have operations in more than 80 countries.

| [removed: |] • | [removed: |] compliance with U.S. laws affecting operations outside of the United States, including anti-bribery laws such as the Foreign Corrupt Practices Act (“FCPA”); |

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

| [removed: |] • | [removed: |] currency devaluations or fluctuations in currency values, including in developing markets such as Argentina, Brazil, China, Mexico, Russia, Turkey, Egypt, Nigeria, Ukraine and South Africa as well as in developed markets such as the United Kingdom and other countries within the European [removed: Union;] [added: Union. This includes events like applying highly inflationary accounting as we did for our Argentinean subsidiaries beginning in July 2018;] |

| [removed: |] • | [removed: |] the imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our sales or key commodities like cocoa, potential changes in U.S. trade programs and trade relations with other countries, or regulations, taxes or policies that might negatively affect our [removed: sales;] [added: sales or profitability;] |

| [removed: |] • | [removed: |] changes in capital controls, including currency exchange controls, government currency policies such as demonetization in India or other limits on our ability to import raw materials or finished product into various countries or repatriate cash from outside the United States; |

| [removed: |] • | [removed: |] increased sovereign risk, such as default by or deterioration in the economies and credit ratings of governments, particularly in our Latin America and AMEA regions; |

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

| [removed: |] • | [removed: |] varying abilities to enforce intellectual property and contractual rights; |

| [removed: |] • | [removed: |] discriminatory or conflicting fiscal policies; |

| [removed: |] • | [removed: |] greater risk of uncollectible accounts and longer collection cycles; and |

| [removed: |] • | [removed: |] design, implementation and use of effective control environment processes across our diverse operations and employee base. |

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

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

Many aspects of [removed: the] U.S. tax reform [removed: are] [added: remain] unclear, and although additional clarifying guidance is expected to be issued [removed: 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, [removed: many] [added: a number of] U.S. states have not yet updated their laws to take into account the new federal legislation.

In addition, foreign jurisdictions may [removed: 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 [removed: shifting.][added: shifting payments or subject us to new types of taxes such as digital taxes.]

Our growth strategy depends in part on our ability to expand our operations in emerging markets, including among others Brazil, China, India, Mexico, Russia, Argentina, [removed: Ukraine,] the Middle East, [removed: Africa and] [added: Africa,] Southeast [removed: Asia.][added: Asia and Ukraine.]

We operate in a highly competitive industry and could be adversely affected if we do not effectively execute our strategy and timely respond to pricing and other competitive pressures.

The rapid emergence of new distribution channels, such as e-commerce, may disrupt our current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships.

These expenditures may not be successful, including those related to our e-commerce and other technology-focused efforts, and might not result in trade and consumer acceptance of our efforts, which could materially and adversely affect our product sales, financial condition and results of operations.

In September 2018, we announced our new strategy, which focuses on accelerating consumer-centric and volume-driven growth, operational excellence driven by cost discipline and continuous operational improvement including in areas like sales execution, and building a winning growth culture with a “local first” commercial approach.

Failure to effectively address the continuing global focus on well-being, changing consumer acceptance of certain ingredients, nutritional expectations of our products, and the sustainability of our ingredients and our packaging could adversely affect our brands’ health.

There may be shifts in the relative size of shopping channels in addition to the increasing role of e-commerce for consumers.

Our success relies upon managing this complexity to bring our products to consumers effectively.

If we do not offer products that

In addition, because of our varied and geographically diverse consumer base, we must be responsive to local consumer needs, including with respect to when and how consumers snack and their desire for premium or value offerings, provide an array of products that satisfy the broad spectrum of consumer preferences and use data-driven marketing and advertising to reach consumers at the right time with the right message.

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(See below and *Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Outlook* for more information on Brexit.)

As a result, there may be further impacts of the new law on our results of operations and financial condition.

If we cannot successfully increase our business in emerging markets and

manage associated political, economic and regulatory risks, our product sales, financial condition and results of operations could be adversely affected.

Our use of new and emerging technologies such as cloud-based services and mobile applications continues to evolve, presenting new and additional risks in managing access to our data, relying on third-parties to manage and safeguard data, ensuring access to our systems and availability of third-party systems.

We also focus on enhancing the monitoring and detection of threats in our environment, including but not limited to the manufacturing environment and operational technologies, as well as adjusting information security controls based on the updated threat.

€20 million or 4% of global annual revenue for the preceding financial year.

We hedge a number of risks including exposures to foreign exchange rate movements and volatility of interest rates that could impact our future borrowing costs.

Hedging of these risks could potentially subject us to counter-party credit risk.

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

We operate in a highly competitive industry.

The rapid emergence of new distribution channels, such as e-commerce, may create consumer price deflation, affecting our retail customer relationships and presenting additional challenges to increasing prices in response to commodity or other cost increases.

These expenditures might not result in trade and consumer acceptance of our efforts.

In addition, like other companies in our industry, we are under pressure to continue to improve the efficiency of our overall cost structure.

We are pursuing a transformation agenda with the goals of focusing our portfolio, improving our cost structure and operating model, and accelerating our growth.

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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.

If we cannot successfully increase our business in emerging markets and manage associated political, economic and regulatory risks, our product sales, financial condition and results of operations could be adversely affected, such as occurred when we deconsolidated and changed to the cost method of accounting for our Venezuelan operations at the close of 2015 or any potential impact on our business in Venezuela from future economic or political developments.

Further, our ability to supply

We also face increased personnel-related risks in connection with implementing the changes in our transformation agenda related to our operating model and business processes, including building a global shared services capability and reconfiguring our supply chain.

In addition, because of our varied and geographically diverse consumer base, we must offer an array of products that satisfy the broad spectrum of consumer preferences.

We also participate in multiemployer pension plans.

Our exposure under those plans may extend beyond what our obligation would be with respect to our own employees.

Our contributions to a multiemployer plan may increase beyond our bargaining obligations depending on the financial condition of the multiemployer plan and the financial viability of other employers in the plan.

We may be required to participate in funding the unfunded obligations of the plan allocable to a withdrawing employer, and our costs might increase as a result.

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 [removed: Item 8, _Forward-Looking Statements_] [added: *Forward-Looking Statements*] and Item 1A, [removed: _Risk Factors_.][added: *Risk Factors*.]

We [removed: manufacture] [added: make] and [removed: market] [added: sell] primarily [removed: snack food products,] [added: snacks,] including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy [removed: and] [added: as well as] various cheese & grocery [removed: products, as well as] [added: and] powdered beverage products.

We have operations in more than 80 countries and sell our products in [removed: approximately 160] [added: over 150] countries.

On December 22, 2017, the United States enacted tax reform legislation [added: ("U.S. tax reform")] 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 SEC [removed: has] provided up to a one-year window for companies to finalize the accounting for the impacts of this new [removed: legislation and we anticipate finalizing our accounting during 2018.][added: legislation.]

[removed: See] [added: Refer to] Note [removed: 14, _Income Taxes_,] [added: 15, *Income Taxes*,] for [removed: further details] [added: more information] on the [removed: impacts] [added: impact] of U.S. tax reform.

In the last four days of the second quarter and during the third [removed: quarter,] [added: quarter of 2017,] we executed business continuity and contingency plans to contain the impact, minimize damages and restore our systems environment.

We have [removed: now] [added: also] restored our main operating systems and processes [removed: as well as] [added: and] enhanced our system security.

[removed: During 2017,] [added: On a 2017 full-year basis,] we [removed: estimate that] [added: estimated] the loss of revenue [removed: 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 [added: total] incremental expenses of $84 million predominantly during the second half of 2017 as part of the recovery effort.

[removed: _Keurig Transaction:_][added: Keurig Dr Pepper Transaction]

[removed: We expect] [added: As we continue] to [added: have significant influence, we continue to] account for [removed: this new] [added: our] investment [added: in KDP] under the equity [removed: method as we have for Keurig,] [added: method,] resulting in [removed: our] recognizing our share of their earnings within our earnings and our share of their dividends within our cash flows.

[removed: See] [added: | (8) | Refer to] Note 1, [removed: _Summary] [added: *Summary] of Significant Accounting [removed: Policies_ – _Currency] [added: Policies* *– Currency] Translation and Highly Inflationary [removed: Accounting: Venezuela_,] [added: Accounting*,] for [removed: more] information on our [removed: Venezuela operations, including currency remeasurement losses and the loss on deconsolidation.][added: application of highly inflationary accounting for Argentina. |]

| [removed: |] • | [removed: |] Organic Net Revenue increased [removed: 0.9%] [added: 2.4%] to [removed: $25.5] [added: $26.2] billion in [removed: 2017] [added: 2018] and increased [removed: 1.5%] [added: 0.9%] to [removed: $26.4] [added: $25.5] billion in [removed: 2016.] [added: 2017. In 2018,] Organic Net Revenue [added: increased as a result of higher net pricing and favorable volume/mix. In 2017, Organic Net Revenue increased as a result of higher net pricing partially offset by unfavorable volume/mix. Organic Net Revenue] is on a constant currency basis and excludes revenue from [removed: deconsolidated coffee and Venezuelan operations,] divestitures and [removed: an acquisition.] [added: acquisitions.] We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying operating results (see the definition of Organic Net Revenue and our reconciliation with net revenues within [removed: _Non-GAAP] [added: *Non-GAAP] Financial [removed: Measures_] [added: Measures*] appearing later in this section). |

| [removed: |] • | [removed: |] Diluted EPS attributable to Mondelēz International increased [removed: 81.9%] [added: 23.2%] to [removed: $1.91] [added: $2.28] in [removed: 2017] [added: 2018] and [removed: decreased 76.4%] [added: increased 77.9%] to [removed: $1.05] [added: $1.85] in [removed: 2016.] [added: 2017.] Diluted EPS increased in [added: 2018 primarily driven by the after-tax gain on the KDP transaction, favorable year-over-year change in mark-to-market impacts from currency and commodity derivatives, operating gains, lower costs incurred for the Simplify to Grow Program, lower shares outstanding, increased equity method investment earnings and lower taxes, partially offset by the impact from pension participation changes, lapping the benefit from the resolution of tax matters and lapping a prior-year net gain on divestitures. 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. [removed: 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 [removed: _Discussion] [added: *Discussion] and Analysis of Historical [removed: Results_] [added: Results*] appearing later in this section for further details. |

| [removed: |] • | [removed: |] Adjusted EPS increased [removed: 15.1%] [added: 13.6%] to [removed: $2.14] [added: $2.43] in [removed: 2017] [added: 2018] and increased [removed: 21.6%] [added: 16.3%] to [removed: $1.86] [added: $2.14] in [removed: 2016.] [added: 2017.] On a constant currency basis, Adjusted EPS increased [removed: 14.5%] [added: 15.0%] to [removed: $2.13] [added: $2.46] in [removed: 2017] [added: 2018] and increased [removed: 25.5%] [added: 15.8%] to [removed: $1.92] [added: $2.13] in [removed: 2016. Lower manufacturing costs] [added: 2017. For 2018, operating gains, lower shares outstanding, increased equity method investment earnings, lower taxes] and [removed: overhead costs, driven by strong productivity efforts,] [added: lower interest drove the Adjusted EPS growth. For 2017, operating gains, lower interest expense, increased equity method investment earnings and lower shares outstanding] were [added: the] significant drivers of Adjusted EPS [removed: growth in both years.] [added: growth.] 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 [removed: _Non-GAAP] [added: *Non-GAAP] Financial [removed: Measures_] [added: Measures*] appearing later in this section). |

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

We believe [removed: providing] [added: it is useful to provide] investors with the same financial information that we use internally [removed: ensures that investors have the same data] to make comparisons of our historical operating results, identify trends in our underlying operating results and [removed: gain additional insight and transparency on how we] evaluate our business.

We [removed: 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: within _Non-GAAP] [added: in *Non-GAAP] Financial [removed: Measures_ appearing] [added: Measures,* which appears] later in this section.

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

[removed: _Demand_] [added: *Demand*] – We monitor consumer spending and our market share within the food and beverage categories in which we sell our products.

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

[removed: _Volatility] [added: *Volatility] of Global [removed: Markets_] [added: Markets*] – Our growth strategy depends in part on our ability to expand our operations, particularly in emerging markets.

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

[removed: _Competition_] [added: *Competition*] – We operate in highly competitive markets that include global, regional and local competitors.

To grow and maintain our market positions, we focus on meeting consumer needs and preferences through [added: a local-first commercial focus,] new [added: digital and other sales and marketing initiatives, agile] product [removed: innovations] [added: innovation] and [added: high standards of] product quality.

[removed: _Pricing_ –] We adjust our product prices based on a number of variables including demand, the competitive environment and changes in our product input costs.

[added: *Pricing* –] Our net revenue growth and profitability may be affected as we adjust prices to address new conditions.

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

In [removed: 2018,] [added: 2019,] we anticipate changing market conditions to continue to impact pricing.

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

[removed: _Operating Costs_] [added: *Operating Costs*] – Our operating costs include raw materials, labor, selling, general and administrative expenses, taxes, currency impacts and financing costs.

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

[removed: _Currency_] [added: *Currency*] – As a global company with [removed: 75.8%] [added: 75.3%] of our net revenues generated outside the United States, we are continually exposed to changes in global economic conditions and currency movements.

As currency movements can make [removed: comparisons] [added: comparison] of year-over-year operating performance challenging, we isolate the impact of currency and also report growth on a constant currency basis, holding prior-year currency exchange rates constant, so that prior-year and current-year results can be compared on a consistent basis.

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

To partially offset [removed: the] [added: currency] translation [removed: of certain of] [added: impacts arising from] our overseas operations, [removed: including the United Kingdom,] we enter into net investment hedges primarily in the form of local [removed: currency denominated] [added: currency-denominated] debt and cross-currency swaps and other financial instruments.

While we work to mitigate our exposure to currency risks, factors such as continued global and local market volatility, actions by foreign governments, political uncertainty, limited hedging opportunities and other factors could lead to unfavorable currency impacts in the [removed: future.][added: future and could adversely affect our results of operations or financial position.]

See [added: additional discussion of Brexit and Argentina below and refer also to] Note 1, [removed: _Summary] [added: *Summary] of Significant Accounting [removed: Policies] [added: Policies*] – [removed: Currency] [added: *Currency] Translation and Highly Inflationary [removed: Accounting_,] [added: Accounting*,] and Note [removed: 8, _Financial Instruments_,] [added: 9, *Financial Instruments*,] for additional [removed: information.][added: information on how we manage currency and related risks.]

[removed: _Financing Costs_] [added: *Financing Costs*] – We regularly evaluate our variable and fixed-rate debt.

We aim to be the global leader in snacking.

Our strategy is to drive long-term growth by focusing on three strategic priorities: accelerating consumer-centric growth, driving operational excellence and creating a winning growth culture.

We believe the successful implementation of our strategic priorities and our leveraging our strong foundation of iconic global and local brands, an attractive global footprint, and deep innovation, marketing and distribution capabilities will drive top- and bottom-line growth, enabling us to continue to create long-term value for our shareholders.

Significant Items Affecting Comparability

On July 9, 2018, Keurig Green Mountain, Inc. ("Keurig") closed on its definitive merger agreement with Dr Pepper Snapple Group, Inc., and formed Keurig Dr Pepper Inc. (NYSE: "KDP"), a publicly traded company.

Following the close of the transaction, our 24.2% investment in Keurig together with our shareholder loan receivable became a 13.8% investment in KDP.

During the third quarter of 2018, we recorded a preliminary pre-tax gain of $757 million reported as a gain on equity method transaction and $184 million of deferred tax expense reported in the provision for income taxes (or $573 million after-tax gain) related to the change in our ownership interest while KDP finalized the valuation for the transaction.

During our fourth quarter of 2018, KDP finalized its opening balance sheet and we increased our pre-tax gain by $21 million (or $13 million after tax) to $778 million (or $586 million after tax) for 2018.

We hold two director positions on the KDP board as well as additional governance rights.

In connection with this transaction, we changed our accounting principle to reflect our share of Keurig's historical and KDP's ongoing earnings on a one-quarter lag basis while we continue to record dividends when cash is received.

We determined a lag was preferable as it enables us to continue to report our quarterly and annual results on a timely basis and to record our share of KDP’s ongoing results once KDP has publicly reported its results.

This change in accounting principle was applied retrospectively to all periods.

While our operating income did not change, equity method investment net earnings, net earnings and earnings per share have been adjusted to reflect the lag across all reported periods.

Refer to Note 6, *Equity Method Investments*, for additional information.

While clarifying guidance was issued by the Internal Revenue Service (“IRS”) during 2018, further tax guidance is expected during 2019.

Certain impacts of the new legislation would have generally required accounting to be completed and incorporated into our 2017 year-end financial statements, however in response to the complexities of this new legislation, the SEC issued guidance to provide companies with relief.

We finalized our accounting for the new provisions during the fourth quarter of 2018.

The 2018 impact from finalizing the accounting for the new provisions was a discrete net tax expense of $19 million.

The $19 million expense in 2018 is primarily comprised of a $60 million expense related to finalizing the changes in our indefinite reinvestment assertion, partially offset by a $38 million decrease to the transition tax estimated as of December 31, 2017.

Multiemployer Pension Plan Withdrawal

In the United States, we contribute to multiemployer pension plans based on obligations arising from our collective bargaining agreements.

In 2017 and 2016, the only individually significant multiemployer plan we contributed to was the Bakery and Confectionery Union and Industry International Pension Fund (the “Fund”).

Our obligation to contribute to the Fund arose with respect to 8 collective bargaining agreements covering most of our employees represented by the Bakery, Confectionery, Tobacco and Grain Millers Union ("BCTGM").

All of those collective bargaining agreements expired in 2016.

In the fourth quarter of 2018, we executed a complete withdrawal from the Fund.

We estimated a withdrawal liability of $573 million, which represents our best estimate of the withdrawal liability absent an assessment from the Fund.

We anticipate receiving an assessment in 2019, and the ultimate withdrawal liability may change from the currently estimated amount.

We will record any future adjustments in the period during which the liability is confirmed or as new information becomes available.

We expect to pay the liability over a period of 20 years from the date of the assessment.

During 2018, within our North America segment, we recorded a discounted liability and related charge of $423 million or $316 million net of tax.

We determined the net present value of the liability using a risk-free interest rate.

We recorded the pre-tax non-cash charges in selling, general and administrative expense (and in other non-cash items, net in the consolidated statement of cash flows) and the liability in long-term other liabilities.

During 2018, we also recorded $6 million of accreted interest related to the long-term liability within interest and other expense, net.

For the second quarter of 2017, we estimated that the malware incident had a negative impact of 2.3% on our net revenue growth and 2.4% on our Organic Net Revenue growth and we also incurred incremental expenses of $7 million as a result of the incident.

We recognized the majority of delayed second quarter shipments in our third quarter 2017 results, although we permanently lost some revenue.

The recovery from the incident was largely resolved by December 31, 2017 and we continued efforts to strengthen our security measures and enhance general information technology, business process and disclosure controls.

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| • | Net revenues were approximately $25.9 billion in both 2018 and 2017, an increase of 0.2% in 2018 and a decrease of 0.1% in 2017. In 2018, net revenues grew due to higher net pricing and favorable volume/mix. Net revenues were also positively affected by the acquisition of a U.S. premium biscuit company, Tate's Bake Shop, in 2018. Net revenue growth was negatively affected by the impact of unfavorable currency translation and the impact of several business divestitures that occurred in 2017 which reduced net revenues in 2018 as compared to the prior year. In 2017, net revenues declined driven by several business divestitures that occurred during the year, partially offset by favorable currency translation and the impact of a biscuit acquisition in 2016. |

| | |

| | |

We aim to deliver strong, profitable long-term growth by accelerating our core snacks business and expanding the reach of our Power Brands globally.

To fuel investments in our Power Brands and global and digital reach, we have been working to optimize our cost structure.

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

Through these actions, we’re leveraging our brands, platforms and capabilities to drive long-term value and return on investment for our shareholders.

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.

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.

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

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.

Coffee Business Transactions

_JDE Coffee Business Transactions:_

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

In connection with these transactions, in 2015, we recorded a final pre-tax gain of $6.8 billion ($6.6 billion after-tax) from the deconsolidation of our legacy coffee businesses.

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 hedging.

See Note 2, _Divestitures and Acquisitions_—_JDE Coffee Business Transactions_, for additional details.

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 recorded JDE equity earnings of $129 million in 2017 and $100 million in 2016 and equity losses of $58 million in 2015.

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 the difference between the fair value of the Keurig interest and our basis in JDE shares as a $43 million gain.

Following the exchange, our ownership interest in JDE became 26.5% and we owned a 24.2% interest in Keurig.

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 sheet.

The shareholder loan has a 5.5% interest rate and is payable at the end of a seven-year term on February 27, 2023.

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.

We recorded shareholder loan interest of $24 million in 2017 and $20 million in 2016.

Additionally, we received shareholder loan interest payments of $30 million in 2017 and $14 million in 2016 and dividends of $14 million in 2017 and $4 million in 2016.

See Note 2, _Divestitures and Acquisitions,_ for additional details on the Keurig transaction.

_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 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.

Venezuela Deconsolidation

Effective as of the close of the 2015 fiscal year, we 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 pretax loss on December 31, 2015 as we reduced the value of our 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 included net revenues, earnings or net assets of our Venezuelan subsidiaries within our GAAP consolidated financial statements and we excluded Venezuela from our non-GAAP results for all historical periods presented to facilitate comparisons of operating results.

For additional information on our derivative activity and the types of derivative instruments we use to hedge our currency exchange, commodity price and interest rate exposures, see Note [removed: 8, _Financial Instruments_.][added: 1, *Summary of Significant Accounting Policies*, and Note 9, *Financial Instruments*.]

See [removed: _Consolidated] [added: *Consolidated] Results of [removed: Operations_] [added: Operations*] and [removed: _Results] [added: *Results] of Operations by Reportable [removed: Segment_] [added: Segment*] under [removed: _Discussion] [added: *Discussion] and Analysis of Historical [removed: Results_] [added: Results*] for currency exchange effects on our financial results.

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

Our primary exposures include movements in U.S. Treasury rates, corporate credit spreads, [added: commercial paper rates as well as limited debt tied to] London Interbank Offered Rates [removed: (“LIBOR”), Euro Interbank Offered Rate (“EURIBOR”) and commercial paper rates.][added: (“LIBOR”).]

Our weighted-average interest rate on our total debt was [removed: 2.1%] [added: 2.3%] as of December 31, [removed: 2017, down] [added: 2018, up] from [removed: 2.2%] [added: 2.1%] as of December 31, [removed: 2016.][added: 2017 primarily due to higher interest rates on commercial paper borrowings.]

There were no [added: other] significant changes in the types of derivative instruments we use to hedge our exposures between [added: December 31, 2017 and December 31, 2018.]

See Note [removed: 8, _Financial Instruments_,] [added: 9, *Financial Instruments*,] for more information on [removed: 2017 and 2018] [added: our] derivative activity.

[removed: _Value] [added: *Value] at [removed: Risk:_][added: Risk:*]

The parameters used for estimating the expected return distributions were determined by observing interest rate, currency [removed: exchange,] [added: exchange] and commodity price movements over the prior quarter for the calculation of VAR amounts at December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and over each of the four prior quarters for the calculation of average VAR amounts during each year.

As of December 31, [removed: 2017] [added: 2018] and December 31, [removed: 2016,] [added: 2017,] 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:

| | [removed: |] Pre-Tax Earnings Impact | | | | | | | | | | | | | | | | Fair Value Impact | | | | | | | | | | | | | | |

| | [removed: |] At [removed: 12/31/17] [added: 12/31/18] | | | | Average | | | | High | | | | Low | | | | At [removed: 12/31/17] [added: 12/31/18] | | | | Average | | | | High | | | | Low | | |

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

| Instruments sensitive to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: |]

| Interest rates | | | | | | | | | | | | | | | | | [removed: | |] $ [removed: 31] | [added: 35] | | | $ [removed: 45] | [added: 33] | | | $ [removed: 55] | [added: 36] | | | $ [removed: 31] | [added: 27] | [added: |]

| Foreign currency rates | [removed: | |] $ [removed: 15] | [added: 19] | | | $ [removed: 16] | [added: 30] | | | $ [removed: 22] | [added: 39] | | | $ [removed: 11] | [added: 19] | | | | | | | | | | | | | | | | | [added: |]

| Commodity prices | [removed: |] [added: 15] | [removed: 14] | | | [added: 16] | [removed: 17] | | | [added: 17] | [removed: 24] | | | [added: 15] | [removed: 14] | | | | | | | | | | | | | | | | | |

| | [removed: |] At [removed: 12/31/16] [added: 12/31/17] | | | | Average | | | | High | | | | Low | | | | At [removed: 12/31/16] [added: 12/31/17] | | | | Average | | | | High | | | | Low | | |

| Interest rates | | | | | | | | | | | | | | | | | [removed: | |] $ [removed: 62] | [added: 31] | | | $ [removed: 62] | [added: 45] | | | $ [removed: 91] | [added: 55] | | | $ [removed: 45] | [added: 31] | [added: |]

| Foreign currency rates | [removed: | |] $ [removed: 10] | [added: 15] | | | $ [removed: 18] | [added: 16] | | | $ [removed: 26] | [added: 22] | | | $ [removed: 10] | [added: 11] | | | | | | | | | | | | | | | | | [added: |]

| Commodity prices | [removed: |] [added: 14] | [removed: 16] | | | [added: 17] | [removed: 12] | | | [added: 24] | [removed: 16] | | | [added: 14] | [removed: 10] | | | | | | | | | | | | | | | | | |

The Financial Conduct Authority in the United Kingdom plans to phase out LIBOR by the end of 2021.

We do not anticipate a significant impact to our financial position from the planned phase out of LIBOR given our current mix of variable and fixed-rate debt.

Beginning in the first quarter of 2018, we entered into new investment hedge derivative contracts, specifically, cross-currency interest rate swaps and forwards, to hedge certain investments in our non-U.S. operations against movements in exchange rates.

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

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

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

| | Pre-Tax Earnings Impact | | | | | | | | | | | | | | | | Fair Value Impact | | | | | | | | | | | | | | |

| | (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Instruments sensitive to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

December 31, 2016 and December 31, 2017.

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

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We are one of the world’s largest snack companies with global net revenues of $25.9 billion and net earnings of [removed: $2.9] [added: $3.4] billion in [removed: 2017.][added: 2018.]

Our portfolio includes [removed: many] iconic snack brands [removed: including _Nabisco_, _Oreo, LU_ and _belVita_ biscuits_; Cadbury, Milka, Cadbury Dairy Milk_] [added: such as *Cadbury, Milka*] and [removed: _Toblerone_] [added: *Toblerone*] chocolate; [removed: _Trident_ gum; _Halls_ candy] [added: *Oreo, belVita*] and [removed: _Tang_] [added: *LU* biscuits*; Halls* candy; *Trident* gum and *Tang*] powdered beverages.

We are proud members of the [added: Dow Jones Sustainability Index,] Standard and Poor’s [removed: 500, Nasdaq 100] [added: 500] and [removed: Dow Jones Sustainability Index.][added: Nasdaq 100.]

Our Common Stock trades on The Nasdaq Global Select Market under the symbol “MDLZ.” [removed: We have] [added: Mondelēz International has] been incorporated in the Commonwealth of Virginia since 2000.

Our operations and management structure are organized into four [removed: reportable] operating segments:

| [removed: |] • | [removed: |] Latin America |

| [removed: |] • | [removed: |] Asia, Middle East, and Africa (“AMEA”) |

| [removed: |] • | [removed: |] Europe |

| [removed: |] • | [removed: |] North America |

For a definition and reconciliation of segment operating income to consolidated pre-tax earnings as well as other information on our segments, see Note [removed: 16, _Segment Reporting_.][added: 17, *Segment Reporting*.]

| | [removed: |] For the Years Ended December 31, | | | | | | | | | | |

| | [removed: | 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

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

| Net revenues: | | | | | | | | | | | | [removed: |]

| Latin America | [removed: |] $ | [removed: 3,566] [added: 3,202] | | | $ | [removed: 3,392] [added: 3,566] | | | $ | [removed: 4,988] [added: 3,392] | |

| AMEA | [removed: |] [added: 5,729] | [removed: 5,739] | | | [added: 5,739] | [removed: 5,816] | | | [added: 5,816] | [removed: 6,002] | |

| Europe | [removed: |] [added: 10,122] | [removed: 9,794] | | | [added: 9,794] | [removed: 9,755] | | | [added: 9,755] | [removed: 11,672] | |

| North America | [removed: |] [added: 6,885] | [removed: 6,797] | | | [added: 6,797] | [removed: 6,960] | | | [added: 6,960] | [removed: 6,974] | |

| | [removed: |] $ | [removed: 25,896] [added: 25,938] | | | $ | [removed: 25,923] [added: 25,896] | | | $ | [removed: 29,636] [added: 25,923] | |

| | [removed: |] For the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| | [removed: | 2017 | | |] [added: 2018] | | | | | [removed: 2016] | | [added: 2017] | | | | | | [removed: 2015] | [added: 2016] | | | | | |

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

| Segment operating income: | | | | | | | | | | | | | | | | | | | | | [removed: | | | |]

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

| [removed: |] • | [removed: |] Biscuits (including cookies, crackers and salted snacks) |

| [removed: |] • | [removed: |] Chocolate |

| [removed: |] • | [removed: |] Gum & candy |

| [removed: |] • | [removed: |] Cheese & grocery |

During [removed: 2017,] [added: 2018,] our segments contributed to our net revenues in the following product categories:

| | | Percentage of [removed: 2017] [added: 2018] Net Revenues by Product Category | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Segment | | Biscuits | | | [removed: |] Chocolate | | | [removed: |] [added: Gum &] Candy | | | [removed: |] Beverages | | | [removed: | Grocery |] [added: Cheese & Grocery] | | | Total | | [removed: |]

Within our product categories, [removed: the] classes of products that contributed 10% or more to consolidated net revenues were:

| | [removed: | | | | | | | | |] For the Years Ended December 31, | | | | | | | | [removed: | | |]

| | [removed: | | | | | |] [added: 2018] | | | 2017 | | | [removed: |] 2016 | | [removed: | | 2015 | | |]

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

| Chocolate - Tablets, bars and other | [removed: | | | | | | | | | | 31% | |] [added: 32] | [added: %] | [removed: 30%] | [added: 31] | [added: %] | | [removed: 27%] [added: 30] | [added: %] |

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

No single customer accounted for 10% or more of our net revenues from continuing operations in [removed: 2017.][added: 2018.]

Our five largest customers accounted for [removed: 15.6%] [added: 16.8%] and our ten largest customers accounted for [removed: 21.4%] [added: 23.0%] of net revenues from continuing operations in [removed: 2017.][added: 2018.]

For additional information on our liquidity, working capital management, cash flow and financing activities, see [removed: _Liquidity] [added: *Liquidity] and Capital [removed: Resources_,] [added: Resources*,] Note [removed: 1_, Summary] [added: 1, *Summary] of Significant Accounting [removed: Policies,_] [added: Policies,*] and Note [removed: 7, _Debt] [added: 8, *Debt] and Borrowing [removed: Arrangements_,] [added: Arrangements*,] appearing later in this 10-K filing.

We make and sell primarily snacks, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy as well as various cheese & grocery and powdered beverage products.

We have operations in more than 80 countries and sell our products in over 150 countries around the world.

We aim to be the global leader in snacking by focusing on growth, execution and culture and leveraging our strong foundation of iconic global and local brands, an attractive global footprint, and deep innovation, marketing and distribution capabilities.

In September 2018, we announced our new strategic plan that builds on our strong foundations, including our unique portfolio of iconic global and local brands, our attractive global footprint, our market leadership in developed and emerging markets and our margin expansion in recent years that will allow us to make ongoing investments in our product portfolio.

Our plan to drive long-term growth includes three strategic priorities: accelerating consumer-centric growth, driving operational excellence and creating a winning growth culture.

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| • | *Accelerate consumer-centric growth.* As demands on consumers’ time increase and consumer eating habits evolve, we aim to meet consumers' needs for what they eat, why they buy and how and where they buy. We have developed a new approach, which we call demand spaces, to identify and address how consumers snack across different emotional or functional needs and occasions that we believe will allow us to meet consumer needs and identify innovation and renovation opportunities. We are also evolving our innovation approach to meet diverse, local consumer needs and we plan to test, learn and scale new product offerings quickly to meet evolving local and global snacking demand. We believe our greater understanding of consumers’ snacking needs will lead to meeting more of their needs and demand for snacks. |

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| • | *Drive operational excellence.* Over the last five years, we have driven productivity gains and cost improvements across our business and increased our operating margins as a result. We plan to continue to improve efficiency by leveraging our global shared services platform, driving greater efficiencies in our supply chain and continuing to utilize Zero-Based Budgeting (“ZBB”) across our operations. We plan to focus on continuous improvement with a special focus on the consumer-facing areas of our business such as sales, marketing and customer service. We expect the improvements and efficiencies we drive will provide funds for growth and continue to expand profit dollars. |

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| • | *Build a winning growth culture.* To support the acceleration of our growth, we are shifting toward a more agile, digital and local-first commercial focus. We are giving our local teams more autonomy to drive commercial and innovation plans as they are closer to the needs and desires of consumers. We will continue to leverage the efficiency and scale of our regional operating units while empowering our local commercial operations to respond faster to changing consumer preferences and capitalize on growth opportunities. Our digital transformation program will also help to enable consumer demand and sales opportunities. We believe these shifts will help drive profitable top-line growth. |

We run our business with a long-term perspective, and we believe the successful implementation of our strategic plan will drive top- and bottom-line growth and enable us to create long-term value for our shareholders.

Operating Segments

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| Latin America | $ | 410 | | | 11.1 | % | | $ | 564 | | | 14.7 | % | | $ | 272 | | | 8.8 | % |

| AMEA | 702 | | | | 19.0 | % | | 514 | | | | 13.4 | % | | 505 | | | | 16.3 | % |

| Europe | 1,734 | | | | 46.9 | % | | 1,610 | | | | 42.0 | % | | 1,198 | | | | 38.5 | % |

| North America | 849 | | | | 23.0 | % | | 1,144 | | | | 29.9 | % | | 1,128 | | | | 36.4 | % |

| | $ | 3,695 | | | 100.0 | % | | $ | 3,832 | | | 100.0 | % | | $ | 3,103 | | | 100.0 | % |

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We manufacture and market delicious snack food and beverage products for consumers in approximately 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 grow our people, grow our business and grow our impact.

| | • | | _Grow our People:_ We 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 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 Brands (including _Oreo, LU_ and _belVita_ biscuits; _Milka, Cadbury Dairy Milk_ and _Toblerone_ chocolate; _Trident_ gum and _Halls_ candy) and our innovation platforms, we plan to innovate boldly and connect with our consumers wherever they are. As consumers seek out foods that have better well-being credentials, we are actively evolving our portfolio by expanding the well-being brands in our portfolio, enhancing the nutrition and ingredient profile of our Power Brands and inspiring consumers to snack mindfully by providing more portion control treats. We plan to reach consumers in new markets around the world, using both traditional and digital channels. While we already have a strong presence in modern grocery stores, we are increasing our presence 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 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, we are leveraging our brands, platforms and capabilities to drive long-term value and return on investment for our shareholders. |

| | • | | _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. |

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

Reportable Segments

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| Latin America | | $ | 565 | | | | 14.5% | | | $ | 271 | | | | 8.7% | | | $ | 485 | | | | 14.6% | |

| AMEA | | | 516 | | | | 13.3% | | | | 506 | | | | 16.2% | | | | 389 | | | | 11.7% | |

| Europe | | | 1,680 | | | | 43.3% | | | | 1,267 | | | | 40.6% | | | | 1,350 | | | | 40.5% | |

| North America | | | 1,120 | | | | 28.9% | | | | 1,078 | | | | 34.5% | | | | 1,105 | | | | 33.2% | |

| | | $ | 3,881 | | | | 100.0% | | | $ | 3,122 | | | | 100.0% | | | $ | 3,329 | | | | 100.0% | |

The deconsolidation of our global coffee business in 2015, the deconsolidation of our Venezuela operations beginning with our 2016 results, currency and other items significantly affect the comparability of our consolidated and segment operating results from year to year.

| | • | | Beverages (including coffee through July 2, 2015 and powdered beverages) |

| | | | | | | | | | | Gum & | | | | | | | | Cheese & | | | | | | |

| 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.

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

Sustainability

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.

| | | | | | | |

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

He joined Mondelēz International in October 2014.

Prior to that, he served as Senior Vice President and Chief Financial Officer of Dell Inc., a provider of technology products and services, from June 2008 to February 2014, and as President and Chief Executive Officer of SABIC Innovative Plastics, a manufacturer of industrial plastics, from August 2007 to May 2008.

Mr. Gladden spent 19 years at the General Electric Company, a multinational conglomerate, in a variety of key leadership positions, including Vice President and General Manager, Resin Business and Chief Financial Officer, GE Plastics.

_Ms._ _May_ became Executive Vice President, Human Resources in October 2005.

Prior to that, she was Corporate Vice President, Human Resources for Baxter International Inc., a healthcare company, from February 2001 to September 2005.

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.

Information regarding legal proceedings is available in Note [removed: 12, _Commitments] [added: 13, *Commitments] and [removed: Contingencies_,] [added: Contingencies*,] to the consolidated financial statements in this report.

[removed: FORM 10-K][added: FORM 10-K]

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2017][added: 2018]

[removed: ][added: ]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

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

| [removed: Large accelerated] [added: Non-accelerated] filer [removed: ☒] [added: ☐] | | [removed: Accelerated filer ☐] | | [removed: Non-accelerated filer ☐] | | Smaller reporting company ☐ |

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: 2017,] [added: 2018,] was [removed: $63] [added: $59] billion.

At February [removed: 2, 2018,] [added: 1, 2019,] there were [removed: 1,487,328,466] [added: 1,444,169,449] 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: 16, 2018] [added: 15, 2019] are incorporated by reference into Part III hereof.

| | | [removed: | |] Page No. | [removed: | |]

| Item 1. | [removed: | [Business](#tx466496_2) | | | 2] [added: [Business](#s45645B3B903C5C5C87FFC60ACEC634A5)] | [added: [2](#s45645B3B903C5C5C87FFC60ACEC634A5)] |

| Item 1A. | [removed: |] [Risk [removed: Factors](#tx466496_3) | | | 9] [added: Factors](#sEE966D26561550149353A451EAC5A54A)] | [added: [10](#sEE966D26561550149353A451EAC5A54A)] |

| Item 1B. | [removed: |] [Unresolved Staff [removed: Comments](#tx466496_4) | | | 19] [added: Comments](#s517AC406D3D452D0B8C5B0F03D61BC5B)] | [added: [20](#s517AC406D3D452D0B8C5B0F03D61BC5B)] |

| Item 2. | [removed: | [Properties](#tx466496_5) | | | 20] [added: [Properties](#sE9204A71556C584FBFC975FE83427462)] | [added: [21](#sE9204A71556C584FBFC975FE83427462)] |

| Item 3. | [removed: |] [Legal [removed: Proceedings](#tx466496_6) | | | 20] [added: Proceedings](#s360C181665EA59F496BF8F3389FFE612)] | [added: [21](#s360C181665EA59F496BF8F3389FFE612)] |

| Item 4. | [removed: |] [Mine Safety [removed: Disclosures](#tx466496_7) | | | 20] [added: Disclosures](#s1F878BC3F72E5DA9A9EAB657B4BFA35A)] | [added: [21](#s1F878BC3F72E5DA9A9EAB657B4BFA35A)] |

| Item 5. | [removed: |] [Market for Registrant’s Common Equity, Related Stockholder [removed: Matters](#tx466496_9)] [added: Matters](#sD4C5EE7D643C5FA694CCD3553C9529A8)] [and Issuer Purchases of Equity [removed: Securities](#tx466496_9) | | | 21] [added: Securities](#sD4C5EE7D643C5FA694CCD3553C9529A8)] | [added: [22](#sD4C5EE7D643C5FA694CCD3553C9529A8)] |

| Item 6. | [removed: |] [Selected Financial [removed: Data](#tx466496_10) | | | 23] [added: Data](#s8450313E4FA65A79BD9A97731BD36204)] | [added: [24](#s8450313E4FA65A79BD9A97731BD36204)] |

| Item 7. | [removed: |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations:](#tx466496_43) | | | 24] [added: Operations:](#sDFCC6CBB07CB5216B92680830E186531)] | [added: [26](#sDFCC6CBB07CB5216B92680830E186531)] |

| | [removed: |] [Summary of [removed: Results](#tx466496_11) | | | 26] [added: Results](#s3334315D0ECD54C8B80278564478A610)] | [added: [28](#s3334315D0ECD54C8B80278564478A610)] |

| | [removed: |] [Financial [removed: Outlook](#tx466496_12) | | | 26] [added: Outlook](#s51C6B287B0F7524293988B800ED2DE79)] | [added: [29](#s51C6B287B0F7524293988B800ED2DE79)] |

| | [removed: |] [Discussion and Analysis of Historical [removed: Results](#tx466496_13) | | | 29] [added: Results](#s2469EE2F2E4957288D1C37FA92A84305)] | [added: [32](#s2469EE2F2E4957288D1C37FA92A84305)] |

| | [removed: |] [Critical Accounting [removed: Estimates](#tx466496_14) | | | 45] [added: Estimates](#s0D9F8D444CB1564BB4E7602DBC870CB3)] | [added: [48](#s0D9F8D444CB1564BB4E7602DBC870CB3)] |

| | [removed: |] [Liquidity and Capital [removed: Resources](#tx466496_15) | | | 48] [added: Resources](#s00F7B957774854D193534F197A0E60D9)] | [added: [51](#s00F7B957774854D193534F197A0E60D9)] |

| | [removed: |] [Commodity [removed: Trends](#tx466496_16) | | | 49] [added: Trends](#sB6D7F9DA65CC5BC483EE16FF2FA89769)] | [added: [52](#sB6D7F9DA65CC5BC483EE16FF2FA89769)] |

| | [removed: |] [Off-Balance Sheet Arrangements and Aggregate Contractual [removed: Obligations](#tx466496_17) | | | 50] [added: Obligations](#s01C61FD79BFD56D388E36491CCF8FD9B)] | [added: [52](#s01C61FD79BFD56D388E36491CCF8FD9B)] |

| | [removed: |] [Equity and [removed: Dividends](#tx466496_18) | | | 51] [added: Dividends](#s8B1396E16E045E57A37340E52B63380E)] | [added: [54](#s8B1396E16E045E57A37340E52B63380E)] |

| | [removed: |] [Non-GAAP Financial [removed: Measures](#tx466496_19) | | | 52] [added: Measures](#s757D541CE3D25054B90D8CF3074DBE47)] | [added: [55](#s757D541CE3D25054B90D8CF3074DBE47)] |

| Item 7A. | [removed: |] [Quantitative and Qualitative Disclosures about Market [removed: Risk](#tx466496_20) | | | 59] [added: Risk](#sFA433A5DD0995C25ACF0091D9C0E60AD)] | [added: [62](#sFA433A5DD0995C25ACF0091D9C0E60AD)] |

| Item 8. | [removed: |] [Financial Statements and Supplementary [removed: Data:](#tx466496_21) | | | 61] [added: Data:](#sB0A758C803695BBBA511E56D240D041C)] | [added: [64](#sB0A758C803695BBBA511E56D240D041C)] |

| | [removed: |] [Report of Independent Registered Public Accounting [removed: Firm](#tx466496_22) | | | 61] [added: Firm](#s3281A5E8905E53C48588A09D92DC28A2)] | [added: [64](#s3281A5E8905E53C48588A09D92DC28A2)] |

| | [removed: |] [Consolidated Statements of [removed: Earnings for] [added: Earnings](#sC0A859188D9F5FB8A4A841574AA8F56F) [for] the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#tx466496_23) | | | 63] [added: 2016](#sC0A859188D9F5FB8A4A841574AA8F56F)] | [added: [66](#sC0A859188D9F5FB8A4A841574AA8F56F)] |

| | [removed: |] [Consolidated Statements of Comprehensive [removed: Earnings for] [added: Earnings](#s350A7EDE64B8584AA6C2F770702435F7) [for] the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#tx466496_24) | | | 64] [added: 2016](#s350A7EDE64B8584AA6C2F770702435F7)] | [added: [67](#s350A7EDE64B8584AA6C2F770702435F7)] |

| | [removed: |] [Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016](#tx466496_25) | | | 65] [added: 2017](#s05C47D69DE6251A6902D2C756E4F9AA5)] | [added: [68](#s05C47D69DE6251A6902D2C756E4F9AA5)] |

| | [removed: |] [Consolidated Statements of [removed: Equity for] [added: Equity](#sDD0658FFB40254098F592F222EA5E5F3) [for] the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#tx466496_26) | | | 66] [added: 2016](#sDD0658FFB40254098F592F222EA5E5F3)] | [added: [69](#sDD0658FFB40254098F592F222EA5E5F3)] |

| | [removed: |] [Consolidated Statements of Cash [removed: Flows for] [added: Flows](#s379377D0F9355DC6A3C4B8257F30CB87) [for] the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#tx466496_27) | | | 67] [added: 2016](#s379377D0F9355DC6A3C4B8257F30CB87)] | [added: [70](#s379377D0F9355DC6A3C4B8257F30CB87)] |

| | [removed: |] [Notes to Consolidated Financial [removed: Statements](#tx466496_28) | | | 68] [added: Statements](#s75FF5287FA9C5C33B39D2C2842A7C4B8)] | [added: [71](#s75FF5287FA9C5C33B39D2C2842A7C4B8)] |

| Item 9. | [removed: |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#tx466496_29) | | | 119] [added: Disclosure](#s47C7EDC003B2563DB20B5373467F00ED)] | [added: [124](#s47C7EDC003B2563DB20B5373467F00ED)] |

| Item 9A. | [removed: |] [Controls and [removed: Procedures](#tx466496_30) | | | 119] [added: Procedures](#s8D1608B553555307BB35ED829DCD0EE6)] | [added: [124](#s8D1608B553555307BB35ED829DCD0EE6)] |

| Item 9B. | [removed: |] [Other [removed: Information](#tx466496_31) | | | 120] [added: Information](#s78DBFB77D97B542BABBCB9E0AA58F56D)] | [added: [125](#s78DBFB77D97B542BABBCB9E0AA58F56D)] |

| | | |

For the transition period from ___________ to ______________

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| | | |

| | | |

| Large accelerated filer ☒ | | | | | | Accelerated filer ☐ |

| | | |

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

| | | |

| [Part I –](#s02CA424CC91F56279172A8B56C962626) | | |

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| [Part II –](#sB7987C2D77A65A5DA75B8A54104EAEBF) | | |

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| [Part IV –](#s30A81083C4535FD6841DB05BE9F2FFCB) | | |

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| | | |

| | [Signatures](#s5179FCE186BF57ECAE00706BF621B9EA) | [132](#s5179FCE186BF57ECAE00706BF621B9EA) |

| | | |

10-K 1 d466496d10k.htm 10-K

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

| | | | | | | |

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

| | | (Do not check if a smaller reporting company) | | | | |

| [Part I –](#tx466496_1) | | | | | | |

| [Part II –](#tx466496_8) | | | | | | |

| [Part IV –](#tx466496_38) | | | | | | |

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

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

On December 31, [removed: 2017,] [added: 2018,] we had approximately [removed: 138] [added: 132] manufacturing and processing facilities in [removed: 51] [added: 52] countries and [removed: 108] [added: 123] distribution centers and depots worldwide.

During [removed: 2017,] [added: 2018,] we disposed of [removed: 12] [added: 6] manufacturing facilities mainly in business divestitures and we [removed: reduced] [added: increased] the number of distribution [added: facilities by 15 primarily due to the addition of several small storage locations included within the distribution] centers we own or [removed: lease by 22.][added: lease.]

| | [removed: |] [added: Number of] Manufacturing [removed: |] [added: Facilities] | | | [added: Number of] Distribution [removed: |] [added: Facilities] | |

| Latin America (1) | [removed: | | 17 |] [added: 16] | | | [removed: 3] [added: 5] | |

| AMEA | [removed: | | 49 |] [added: 44] | | | [removed: 32] [added: 25] | |

| Europe | [removed: | |] 57 | | | [removed: | 14] [added: 36] | |

| North America | [removed: | |] 15 | | | [removed: | 59] [added: 57] | |

| Leased | [removed: | | 13 |] [added: 12] | | | [removed: 93] [added: 109] | |

| [removed: |] (1) | Excludes our deconsolidated Venezuela operations. [removed: See] [added: Refer to] Note 1, [removed: _Summary] [added: *Summary] of Significant Accounting [removed: Policies – Currency Translation and Highly Inflationary Accounting: Venezuela,_ for additional] [added: Policies, for* more] information. | [removed: |]

| | | | | | |

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

| | | | | | |

| | As of December 31, 2018 | | | | |

| Total | 132 | | | 123 | |

| | | | | | |

| Owned | 120 | | | 14 | |

| Total | 132 | | | 123 | |

| | |

| --- | --- |

| | | | | | | | | |

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

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

| | | Number of | | | | Number of | | |

| | | Facilities | | | | Facilities | | |

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

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

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

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

We have listed our Common Stock on The Nasdaq Global Select Market under the symbol “MDLZ.” At January 31, [removed: 2018,] [added: 2019,] there were [removed: 52,572] [added: 47,950] holders of record of our Common Stock.

[removed: ][added: ]

The Kraft Heinz Company performance history is included for 2016 [removed: and 2017] [added: through 2018] 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: 2017] [added: 2018] was:

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

| [removed: |] (1) | The total number of shares purchased (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 stock and deferred stock units that vested, totaling [removed: 7,515] [added: 50,719] shares, [removed: 2,560] [added: 47,220] shares and [removed: 32,809] [added: 1,382] shares for the fiscal months of October, November and December [removed: 2017,] [added: 2018,] respectively. |

| [removed: |] (2) | [added: Dollar values stated in millions.] Our Board of Directors [added: has] authorized the repurchase of [removed: $13.7] [added: $19.7] billion of our Common Stock through December 31, [removed: 2018.] [added: 2020.] 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. 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 [removed: 11, _Capital Stock_.] [added: 12, *Capital Stock*.] |

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

| 2013 | | $ | 100.00 | | | $ | 100.00 | | | $ | 100.00 | |

| 2014 | | 104.58 | | | | 113.69 | | | | 107.71 | | |

| 2015 | | 131.14 | | | | 115.26 | | | | 110.52 | | |

| 2016 | | 131.88 | | | | 129.05 | | | | 113.80 | | |

| 2017 | | 129.80 | | | | 157.22 | | | | 132.10 | | |

| 2018 | | 124.26 | | | | 150.33 | | | | 124.28 | | |

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

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

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

| October 1-31, 2018 | | 3,397,244 | | | $ | 41.72 | | | 3,346,525 | | | $ | 4,869 | |

| November 1-30, 2018 | | 3,416,398 | | | 43.97 | | | | 3,369,178 | | | 4,721 | | |

| December 1-31, 2018 | | 1,587,127 | | | 44.24 | | | | 1,585,745 | | | 4,650 | | |

| For the Quarter Ended December 31, 2018 | | 8,400,769 | | | 43.11 | | | | 8,301,448 | | | | | |

| | |

| --- | --- |

| | |

| --- | --- |

Information regarding the market price of our Common Stock and dividends declared during the last two fiscal years is included in Note 17, _Quarterly Financial Data (Unaudited)_, to the consolidated financial statements.

| 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 | |

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

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

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

| 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 | | | | | |

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

Selected Financial Data – Five Year [removed: Review (1)][added: Review (1)]

| | [added: 2018] | [added: | | |] 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | | [removed: | 2013 | | |]

| | [removed: |] (in millions, except per share and employee data) | | | | | | | | | | | | | | | | | | |

| Continuing [removed: Operations (2) |] [added: Operations (2)] | | | | | | | | | | | | | | | | | | | |

| Net revenues | [removed: |] $ | [removed: 25,896] [added: 25,938] | | | $ | [removed: 25,923] [added: 25,896] | | | $ | [removed: 29,636] [added: 25,923] | | | $ | [removed: 34,244] [added: 29,636] | | | $ | [removed: 35,299] [added: 34,244] | |

| Earnings from continuing operations, net of taxes | [removed: |] [added: 3,395] | [removed: 2,936] | | | [added: 2,842] | [removed: 1,669] | | | [added: 1,645] | [removed: 7,291] | | | [added: 7,291] | [removed: 2,201] | | | [added: 2,201] | [removed: 2,332] | |

| Net earnings attributable to Mondelēz [removed: International: |] [added: International] | [added: 3,381] | | | | [added: 2,828] | | | | [added: 1,635] | | | | [added: 7,267] | | | | [added: 2,184] | | |

| Per share, basic | [removed: |] [added: 2.30] | [removed: 1.93] | | | [added: 1.87] | [removed: 1.07] | | | [added: 1.05] | [removed: 4.49] | | | [added: 4.49] | [removed: 1.29] | | | [added: 1.29] | [removed: 1.30] | |

| Per share, diluted | [removed: |] [added: 2.28] | [removed: 1.91] | | | [added: 1.85] | [removed: 1.05] | | | [added: 1.04] | [removed: 4.44] | | | [added: 4.44] | [removed: 1.28] | | | [added: 1.28] | [removed: 1.29] | |

| Cash Flow and Financial [removed: Position (3) |] [added: Position (3)] | | | | | | | | | | | | | | | | | | | |

| Net cash provided by operating activities | [added: 3,948] | | [added: | |] 2,593 | | | | 2,838 | | | | 3,728 | | | | 3,562 | | | [removed: | 6,410 | |]

| Capital expenditures | [added: 1,095] | | [added: | |] 1,014 | | | | 1,224 | | | | 1,514 | | | | 1,642 | | | [removed: | 1,622 | |]

| Property, plant and equipment, net | [added: 8,482] | | [added: | |] 8,677 | | | | 8,229 | | | | 8,362 | | | | 9,827 | | | [removed: | 10,247 | |]

| Total assets | [removed: |] [added: 62,729] | [removed: 63,109] | | | [added: 62,957] | [removed: 61,538] | | | [added: 61,506] | [removed: 62,843] | | | [added: 62,843] | [removed: 66,771] | | | [added: 66,771] | [removed: 72,464] | |

| Long-term debt | [added: 12,532] | | [added: | |] 12,972 | | | | 13,217 | | | | 14,557 | | | | 13,821 | | | [removed: | 14,431 | |]

| Total Mondelēz International shareholders’ equity | [removed: |] [added: 25,637] | [removed: 26,111] | | | [added: 25,994] | [removed: 25,161] | | | [added: 25,141] | [removed: 28,012] | | | [added: 28,012] | [removed: 27,750] | | | [added: 27,750] | [removed: 32,373] | |

| Shares outstanding at year end (4) | [added: 1,451] | | [added: | |] 1,488 | | | | 1,528 | | | | 1,580 | | | | 1,664 | | | [removed: | 1,705 | |]

| Per Share and Other Data | | | | | | | | | | | | | | | | | | | | [removed: |]

| Book value per shares outstanding | [removed: |] [added: 17.67] | [removed: 17.55] | | | [added: 17.47] | [removed: 16.47] | | | [added: 16.45] | [removed: 17.73] | | | [added: 17.73] | [removed: 16.68] | | | [added: 16.68] | [removed: 18.99] | |

| Dividends declared per share (5) | [added: 0.96] | | [added: | |] 0.82 | | | | 0.72 | | | | 0.64 | | | | 0.58 | | | [removed: | 0.54 | |]

| Common Stock closing price at year end | [added: 40.03] | | [added: | |] 42.80 | | | | 44.33 | | | | 44.84 | | | | 36.33 | | | [removed: | 35.30 | |]

| Number of employees | [added: 80,000] | | [added: | |] 83,000 | | | | 90,000 | | | | 99,000 | | | | 104,000 | | | [removed: | 107,000 | |]

| (1) | The selected financial data should be read in conjunction with [removed: _Management’s] [added: *Management’s] Discussion and Analysis of Financial Condition [removed: and_ _Results] [added: and* *Results] of [removed: Operations_] [added: 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. [added: During 2018, we moved to a quarter lag for recording Keurig Green Mountain, Inc. ("Keurig") and Keurig Dr Pepper Inc. ("KDP") results and we recast all prior periods since the inception of our investment in Keurig in 2016 on the same quarter lag basis - please see Note 6, *Equity Method Investments*, for more information. During 2018, we adopted the new Revenue Recognition accounting standard update and it did not have a material impact on any reported periods - see Note 1, *Summary of Significant Accounting Policies* for more information.] 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 [removed: _Management’s] [added: *Management’s] Discussion and Analysis of Financial Condition [removed: and_ _Results] [added: and* *Results] of [removed: Operations_] [added: 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: 2013-2014; restructuring programs in 2013-2017; cost savings initiatives in 2013;] [added: 2014;] the [added: Simplify to Grow Program; the] contribution of our global coffee businesses and investment in [removed: JDE] [added: Jacobs Douwe Egberts ("JDE")] and related gain in 2015; gain on equity method investment transactions in [removed: 2016-2017;] [added: 2016-2018;] other divestitures and sales of property in [removed: 2013 and 2015-2017;] [added: 2015-2018;] acquisitions in [removed: 2013] [added: 2015-2016] and [removed: 2015-2016;] [added: 2018;] the Cadbury acquisition-related Integration Program in [removed: 2013-2014; the benefit from the Cadbury acquisition-related indemnification resolution in 2013;] [added: 2014;] losses on debt extinguishment in [removed: 2013-2017;] [added: 2014-2018;] unrealized gains on the coffee business transaction currency hedges in 2014-2015; debt tender offers completed in [removed: 2013-2016;] [added: 2014-2016 and 2018;] loss on deconsolidation of Venezuela in 2015; the remeasurement of net monetary assets in Venezuela in [removed: 2013-2015;] [added: 2014-2015 and Argentina in 2018;] accounting calendar changes in [removed: 2013 and] 2015; impairment charges related to intangible assets in [removed: 2014-2017;] [added: 2014-2018;] losses [added: or gains] related to interest rate swaps in [removed: 2015-2016; benefits] [added: 2015-2016 and 2018; impacts] from the resolution of tax matters in [removed: 2017;] [added: 2017-2018; impacts from pension participation changes in 2018;] CEO transition remuneration in [removed: 2017;] [added: 2017-2018;] malware incident incremental expenses in 2017; and our provision for income taxes in all years, including the U.S. tax reform discrete net tax [removed: benefit] [added: benefits or expenses] in [removed: 2017.] [added: 2017-2018.] Please refer to [removed: Notes] [added: Note] 1, [removed: _Summary] [added: *Summary] of Significant Accounting [removed: Policies_;] [added: Policies*; Note] 2, [removed: _Divestitures] [added: *Divestitures] and [removed: Acquisitions_;] [added: Acquisitions*; Note] 5, [removed: _Goodwill] [added: *Goodwill] and Intangible [removed: Assets_;] [added: Assets*; Note] 6, [removed: _2014-2018 Restructuring Program_;] [added: Equity Method Investments; Note] 7, [removed: _Debt] [added: *Restructuring Program*; Note 8, *Debt] and Borrowing [removed: Arrangements_; 8, _Financial Instruments_; 12, _Commitments] [added: Arrangements*; Note 9, *Financial Instruments*; Note 10, *Benefit Plans*; Note 13, *Commitments] and [removed: Contingencies_; 14, _Income Taxes_;] [added: Contingencies*; Note 15, *Income Taxes*;] and [removed: 16, _Segment Reporting_,] [added: Note 17, *Segment Reporting* and our Annual Reports on Form 10-K] for [added: earlier periods for] additional information regarding items affecting comparability of our results from continuing operations. |

| (3) | Items impacting comparability primarily relate to the Keurig and JDE coffee business transactions in [removed: 2014-2016,] [added: 2014-2016 and] the loss on deconsolidation of Venezuela in [removed: 2015 and the receipt of net cash proceeds from the resolution of the Starbucks arbitration in 2013. 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.] [added: 2015.] 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 [removed: sheet. We] [added: sheet and we] made this reclassification in the prior [removed: periods] [added: period] presented for consistency. [added: Please also refer to our previously filed Annual Reports on Form 10-K for additional information.] |

| (4) | Refer to Note [removed: 11, _Capital Stock_,] [added: 12, *Capital Stock*,] for additional information on our share repurchase program [removed: in 2013-2017.] [added: activity.] |

| (5) | Refer to the [removed: _Equity] [added: *Equity] and [removed: Dividends_] [added: Dividends*] section within [removed: _Management’s_ _Discussion] [added: *Management’s* *Discussion] and Analysis of Financial [removed: Condition_ _and] [added: Condition* *and] Results of [removed: Operations_] [added: Operations*] for information on our dividends. |

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

[removed: _Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting_][added: Reporting]

We have audited the accompanying consolidated balance sheets of Mondelēz International, Inc. and its subsidiaries [added: (the "Company")] as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] 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, [removed: 2017,] [added: 2018,] 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, [removed: 2017,] [added: 2018,] based on criteria established in [removed: _Internal] [added: *Internal] Control—Integrated [removed: Framework_] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended December 31, [removed: 2017] [added: 2018] 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: 2017,] [added: 2018,] based on criteria established in [removed: _Internal] [added: *Internal] Control—Integrated [removed: Framework_] [added: Framework*] (2013) issued by the COSO.

[removed: _Basis] [added: Basis] for [removed: Opinions_][added: Opinions]

[removed: _Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting_][added: Reporting]

[removed: PRICEWATERHOUSECOOPERS LLP has] [added: We have] served as the Company’s auditor since 2001.

| | [removed: | 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Net revenues | [removed: |] $ | [removed: 25,896] [added: 25,938] | | | $ | [removed: 25,923] [added: 25,896] | | | $ | [removed: 29,636] [added: 25,923] | |

| [removed: Selling, general and administrative expenses] [added: Forecasted transactions] | [added: (3] | | [removed: 5,911] [added: )] | | [added: 3] | | [removed: 6,540] | | [added: 7] | | [removed: 7,577] | | [added: Selling, general and administrative expenses |]

| Asset impairment and exit costs | [added: $] | [added: (54] | [removed: 656] [added: )] | | [added: $] | [added: (111] | [removed: 852] [added: )] | | [added: $] | [added: (125] | [removed: 901] [added: )] | | [added: $ | (99 | ) |]

| Net gain on divestitures | [removed: |] [added: —] | [removed: (186] | [removed: )] | | [added: (186] | [removed: (9] | ) | | [added: (9] | [removed: (6,822] | ) |

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

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

| Interest and other expense, net | [removed: |] [added: 520] | [removed: 382] | | | [added: 382] | [removed: 1,115] | | | [added: 1,115] | [removed: 1,013] | |