Mondelez International (MDLZ) 10-K risk factor changes: FY2019 vs FY2018

*You should [added: carefully] read the following [removed: risk factors carefully] [added: discussion of significant factors, events and uncertainties] 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, [added: these risk factors do not identify all the risks we face, and] 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 [removed: adversely affect] [added: have a material adverse effect on] our business, performance or financial condition in the future.*

We operate in a highly competitive industry and [removed: could be adversely affected if] we [removed: do not effectively execute] [added: face risks related to the execution of] our strategy and [added: our] timely [removed: respond] [added: response] to pricing and other competitive pressures.

[removed: If we do not] [added: Failure to] effectively respond to challenges from our [removed: competitors, our business] [added: competitors] could [removed: be] adversely [removed: affected.][added: affect our business.]

These pressures [removed: may] also [removed: restrict] [added: affect] our ability to increase prices in response to commodity and other cost increases.

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

The rapid [removed: emergence] [added: evolution] of new distribution channels, [removed: such as] [added: in particular in] 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.

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

[removed: In September 2018,] [added: During 2019,] we [removed: announced] [added: operated under] 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.

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

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

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

We seek to strengthen our brands through [added: investments in our] product [added: quality, product] renovation, innovation and marketing investments, including consumer-relevant [removed: advertising] [added: advertising, digital transformation] and consumer promotions.

Failure to effectively address the continuing global focus on [added: consumer-centric] well-being, [added: including] changing consumer acceptance of certain ingredients, nutritional expectations of our products, and the sustainability of our [removed: ingredients] [added: ingredients, our supply chain] and our packaging could adversely affect our [removed: brands’ health.][added: brands.]

Increased attention from the media, [removed: shareholders, activists] [added: governments, shareholders] and other stakeholders in these areas as well as on the role of food marketing could adversely affect our brand image.

Such pressures could also lead to stricter [removed: regulations] [added: regulations, industry self-regulation that is unevenly adopted among companies,] and increased focus on food and snacking marketing practices.

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

Our product sponsorship relationships, including those with celebrity [removed: spokespersons] [added: spokespersons, influencers] 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 [added: established and emerging] social media and [removed: online,] [added: online platforms,] digital and mobile dissemination of marketing and advertising [removed: campaigns] [added: campaigns, targeted marketing] and the increasing accessibility and speed of dissemination of information.

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

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

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

[removed: If we do not] [added: Failure to] successfully maintain and enhance our reputation and brand [removed: health, then] [added: health could materially and adversely affect] our [removed: brands,] [added: company and] product [added: brands as well as our product] sales, financial condition and results of [removed: operations could be materially and adversely affected.][added: operations.]

There may be [added: further] 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 [added: promote and] bring our products to consumers effectively.

Moreover, weak economic conditions, recession, equity market volatility or other factors, such as severe [added: or unusual] weather events, [removed: could] [added: can] affect consumer preferences and demand.

[added: Failure to offer products that] appeal to consumers or [removed: if we misjudge] [added: to correctly judge] consumer demand for our [removed: products, we] [added: products] will [removed: not be able] [added: impact our ability] to meet our growth targets, [added: and] our sales and market share [removed: will] [added: could] decrease and our profitability could suffer.

[removed: If] [added: When] we do not accurately predict which shifts in consumer preferences or category trends will be [removed: long-term,] [added: long-term] or [removed: if we] fail to introduce new and improved products to satisfy [removed: those] changing preferences, our sales [removed: could decline.][added: can be adversely affected.]

[removed: If we fail] [added: Failure] to expand our product offerings successfully across product categories, rapidly develop products in faster growing and more profitable categories or reach consumers in efficient and effective ways leveraging data and [removed: analytics,] [added: analytics could cause] demand for our products [removed: could] [added: to] decrease and our profitability [removed: could] [added: to] suffer.

Prolonged negative perceptions concerning the health, environmental and social implications of certain food [removed: products and ingredients] [added: products, ingredients, packaging materials, sourcing or production methods] could influence consumer preferences and acceptance of some of our products and marketing programs.

We might be unsuccessful in our efforts to effectively respond to changing consumer preferences and [removed: social expectations.]

Continued negative perceptions and failure to satisfy consumer preferences could materially and adversely affect our reputation, [added: brands,] product sales, financial condition and results of operations.

We are a global company and generated [removed: 75.3%] [added: 74.4%] of our [removed: 2018] [added: 2019] net revenues, [removed: 75.8%] [added: 75.3%] of our [removed: 2017] [added: 2018] net revenues and [removed: 75.6%] [added: 75.8%] of our [removed: 2016] [added: 2017] net revenues outside the United States.

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

| • | the imposition of increased or new tariffs, [added: sanctions,] quotas, trade [removed: barriers] [added: barriers, price floors] 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 sales or profitability; |

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

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

| • | changes in capital controls, including currency exchange controls, government currency policies [removed: 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; |

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

All of these factors could result in increased costs or decreased [removed: revenues,] [added: revenues] and could materially and adversely affect our product sales, financial condition, results of operations, and our relationships with customers, suppliers and employees in the short or long term.

The events and consequences discussed in these risk factors could materially and adversely affect our business, operating results, liquidity and financial condition.

These new distribution channels as well as growing opportunities to utilize external manufacturers allow smaller competitors to more effectively gain market share.

across our supply chain, or antitrust, anti-bribery and anti-corruption compliance could damage our reputation and brand health.

Our brands may be associated with or appear alongside harmful content before these platforms or our own social media monitoring can detect this risk to our brand health.

Continuing to expand our well-being offerings and refining the ingredient and nutrition profiles of existing products is important to our growth, as is maintaining focus on ethical sourcing and supply chain management opportunities to address evolving consumer preferences.

social expectations.

While additional guidance has been issued by the Internal Revenue Service (“IRS”) and the U.S. Treasury Department during 2018 and 2019, there are still some areas that need to be clarified.

Changes in U.S. tax law, including further interpretations of the 2017 U.S. tax reform, could have a material adverse effect on us.

For example, during the third quarter of 2019, Swiss Federal and Zurich Cantonal events took place that resulted in enacted tax law changes under U.S. GAAP (“Swiss tax reform”).

The new legislation is intended to replace certain preferential tax regimes with a new set of internationally accepted measures.

We will continue to monitor Swiss tax reform for any additional interpretative guidance that could result in changes to the amounts we have recorded.

Our use of new and emerging technologies such as cloud-based services and mobile applications continues to

The California Consumer Privacy Act (“CCPA”), which became effective on January 1, 2020, imposes new responsibilities on us for the handling, disclosure and deletion of personal information for consumers who reside in California.

The CCPA permits California to assess potentially significant fines for violating CCPA and creates a right for individuals to bring class action suits seeking damages for violations.

We are subject to risks from unanticipated business disruptions.

The occurrence of a

In addition, we are subject to risk related to our own execution.

This includes risk of disruption caused by operational error including fire, explosion or accidental contamination as well as our inability to achieve our strategic objectives due to capability or technology deficiencies related to our ongoing reconfiguration of our supply chain to drive efficiencies and fuel growth.

If our mitigation activities are not effective, if we are unable to price to cover increased costs or must reduce our

The emergence of alternative online retail channels, such as direct to consumer and e-business to business, may adversely affect our relationships with our large retail and wholesale customers.

In addition, the financial condition of our significant customers, suppliers and distributors are affected by events that are largely beyond our control.

Deterioration in the financial condition of significant customers, suppliers or distributors could materially and adversely affect our product sales, financial condition and results of operations.

In addition, our marketing could

Actions by our employees, contractors or agents in violation of our policies and procedures could lead to violations, unintentional or otherwise, of laws and regulations.

Climate change might adversely impact our supply chain or our operations.

Scientific evidence collected by the Intergovernmental Panel on Climate Change demonstrates that carbon dioxide and other greenhouse gases in the atmosphere have caused and will in the future cause changes in weather patterns around the globe.

These changes are expected to increase the frequency of extreme weather events and natural disasters and affect water availability and quality.

These impacts increase risks for the global food production and distribution system.

Decreased agricultural productivity caused by climate change might limit the availability of the commodities we purchase and use.

These include cocoa, which is a critical raw material for our chocolate and biscuit portfolios that is particularly sensitive to changes in climate, as well as other raw materials such as wheat, vegetable oils, sugar, nuts and dairy.

Localized weather events such as floods, severe storms or water shortages that are partially caused or exacerbated by climate change might disrupt our business operations or those of our suppliers, their suppliers, or our co-manufacturers or distributors.

Concern about climate change might result in new legal and regulatory requirements to reduce or mitigate the effects of climate change.

These changes could increase our operating costs for things like energy through taxes or regulations.

Concern about climate change might cause consumer preferences to switch away from products or ingredients considered to have high climate change impact.

Furthermore, we might fail to effectively address increased attention from the media, shareholders, activists and other stakeholders on climate change and related environmental sustainability matters, including deforestation, land use, water use and packaging, including plastic.

Finally, the fact that consumers are exposed to rising temperatures could affect demand for our products, such as decreased demand we have experienced for chocolate during periods when temperatures are warmer.

Taken together these risks could materially and adversely affect our ability to meet the needs of our customers, reputation, product sales, financial condition and results of operations.

On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years and we recorded a $35 million final adjustment to reduce our withdrawal liability as of June 30, 2019.

We began making monthly payments during the third quarter of 2019.

As of December 31, 2019, the remaining discounted withdrawal liability was $391 million, with $14 million recorded in other current liabilities and $377 million recorded in long-term other liabilities.

Any of the following risks could materially and adversely affect our business, operating results, financial condition and the actual outcome of matters described in this Annual Report on Form 10-K.

If we do not offer products that

Contemporizing our brand portfolio by developing more well-being products and refining their ingredient and nutrition profiles of existing products is critical to our growth.

Many aspects of U.S. tax reform remain unclear, and although additional clarifying guidance is expected to be issued (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.

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

If we cannot successfully increase our business in emerging markets and

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

Unanticipated business disruptions could adversely affect our ability to provide our products to our customers.

In addition, we might not have the functions, processes or organizational capability necessary to achieve on our anticipated timeframes our strategic ambition to reconfigure our supply chain and continue to drive efficiencies to fuel growth.

These conditions include global competition for resources, currency fluctuations, geopolitical conditions or conflicts, tariffs

capabilities.

The continued growth of e-commerce and the increasing prevalence of business-to-business e-commerce could lead to further consolidation as these new suppliers enhance their regional and local distribution networks in order to achieve national distribution capability.

Moreover, a failure to maintain effective control environment processes, including in connection with our global shared services capability, could lead to violations, unintentional or otherwise, of laws and regulations.

Either partner might fail to

of plan funding, cause volatility in the net periodic pension cost and increase our future funding requirements.

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

In 2018, we recorded a $423 million discounted liability and $6 million of accrued interest to date and related charges in earnings.

Our failure to protect our valuable intellectual property rights could reduce the value of our products and brands.

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

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

We believe the successful implementation of our strategic priorities and [removed: our] [added: the] leveraging [added: of] our strong foundation of iconic global and local brands, an attractive global footprint, [added: our market leadership in developed] and [added: emerging markets, our] deep innovation, marketing and distribution [removed: capabilities] [added: capabilities, and our efficiency and sustainability efforts,] will drive top- and bottom-line growth, enabling us to continue to create long-term value for our shareholders.

[removed: Significant] [added: Recent Developments and Significant] Items Affecting Comparability

In connection with [removed: this] [added: the KDP] transaction, [added: in the third quarter of 2018,] we changed our accounting principle to reflect our share of Keurig's historical and KDP's ongoing earnings on a one-quarter lag basis [added: for all periods presented] while we continue to record dividends when cash is received.

Refer to Note [removed: 6,] [added: 7,] *Equity Method Investments*, for additional [removed: information.][added: information on KDP and the transaction.]

[removed: U.S.] [added: Swiss and U.S.] Tax Reform

On December 22, 2017, the United States enacted tax reform legislation ("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 [removed: 21%] [added: 21%,] as well as provisions that limit or eliminate various deductions or credits.

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

Furthermore, the legislation [removed: includes] [added: included] a one-time transition tax on accumulated foreign earnings and profits.

While clarifying guidance was issued by the [added: U.S. Treasury Department and] Internal Revenue Service [removed: (“IRS”)] [added: ("IRS")] during [removed: 2018, further tax] [added: 2018 and 2019, we continue to evaluate the impacts as additional] guidance [removed: is expected during 2019.][added: on implementing the legislation becomes available.]

The [removed: 2018] impact [removed: from finalizing the accounting for] [added: of adopting] the new provisions was a discrete net tax expense of [added: $5 million in 2019 and] $19 [removed: million.][added: million in 2018 and a discrete net tax benefit of $44 million in 2017.]

[added: | (3) |] Refer to Note [removed: 15,] [added: 16,] *Income Taxes*, for more information on the impact of [added: the] U.S. tax reform. [added: |]

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

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

All of those collective bargaining agreements expired in [removed: 2016.][added: 2016 and we continued to contribute to the Fund through 2018.]

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

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

[removed: For the second quarter of] [added: During] 2017, we estimated [removed: that] the malware incident had a negative impact of [removed: 2.3%] [added: 0.4%] on our net revenue [removed: growth] and [removed: 2.4% on our] Organic Net Revenue growth [added: as we recognized the majority of delayed second quarter shipments in our third quarter 2017 results] and we also [removed: incurred incremental expenses of $7 million as a result of the incident.][added: permanently lost some revenue.]

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

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

| • | Net revenues were approximately $25.9 billion in both [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018, a decrease of 0.3% in 2019 and] an increase of 0.2% in [removed: 2018] [added: 2018. In 2019, net revenues declined due to the impact of unfavorable currency translation] and [removed: a decrease] [added: the impact] of [removed: 0.1%] [added: the divestiture of most of our cheese business] in [removed: 2017.] [added: the Middle East and Africa. Net revenues were positively affected by higher net pricing and favorable volume/mix, as well as the acquisitions of a majority interest in Perfect Snacks in 2019 and a U.S. premium biscuit company, Tate's Bake Shop, in 2018.] In 2018, net revenues grew due to higher net pricing and favorable volume/mix. Net revenues were also positively affected by the acquisition of [removed: a U.S. premium biscuit company,] Tate's Bake [removed: Shop, in 2018.] [added: Shop.] 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. [removed: 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.] |

| • | Organic Net Revenue increased [removed: 2.4%] [added: 4.1%] to [removed: $26.2] [added: $26.9] billion in [removed: 2018] [added: 2019] and increased [removed: 0.9%] [added: 2.4%] to [removed: $25.5] [added: $26.1] billion in [removed: 2017.] [added: 2018.] In [added: both 2019 and] 2018, Organic Net Revenue increased as a result of higher net pricing and favorable volume/mix. [removed: In 2017,] Organic Net Revenue [removed: 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 divestitures and 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 *Non-GAAP Financial Measures* appearing later in this section). |

| • | Diluted EPS attributable to Mondelēz International increased [added: 16.2% to $2.65 in 2019 and increased] 23.2% to $2.28 in [removed: 2018 and] [added: 2018. Diluted EPS] increased [removed: 77.9%] [added: in 2019 primarily driven by the benefit from Swiss tax reform, lapping the prior-year impact from pension participation changes, operating gains, lower Simplify] to [removed: $1.85] [added: Grow program costs, lapping the prior-year loss on debt extinguishment, fewer shares outstanding, a gain on divestiture, an increase] in [removed: 2017.] [added: equity method investment earnings, lower interest expense and a benefit from current-year pension participation changes, partially offset by lapping the prior-year gain on equity method investment transactions, unfavorable currency translation, a loss related to interest rate swaps, the expense from the resolution of tax matters in 2019 and an unfavorable year-over-year change in mark-to-market impacts from currency and commodity derivatives.] Diluted EPS increased in 2018 primarily driven by the after-tax gain on the KDP transaction, [added: a] 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, [removed: lower] [added: fewer] shares outstanding, [added: lower taxes and] increased equity method investment [removed: earnings and lower taxes,] [added: earnings,] 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. [removed: 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.] See our *Discussion and Analysis of Historical Results* appearing later in this section for further details. |

| • | Adjusted EPS increased [removed: 13.6%] [added: 2.1%] to [removed: $2.43] [added: $2.47] in [removed: 2018] [added: 2019] and increased [removed: 16.3%] [added: 14.2%] to [removed: $2.14] [added: $2.42] in [removed: 2017.] [added: 2018.] On a constant currency basis, Adjusted EPS increased [removed: 15.0%] [added: 8.3%] to [removed: $2.46] [added: $2.62] in [removed: 2018] [added: 2019] and increased [removed: 15.8%] [added: 15.6%] to [removed: $2.13] [added: $2.45] in [removed: 2017.] [added: 2018.] For [removed: 2018,] [added: 2019,] operating gains, [removed: lower] [added: fewer] shares outstanding, increased equity method investment earnings, lower [removed: taxes] [added: interest expense] and lower [removed: interest] [added: taxes] drove the Adjusted EPS growth. For [removed: 2017,] [added: 2018,] operating gains, [added: fewer shares outstanding,] lower [removed: interest expense,] [added: taxes,] increased equity method investment earnings and lower [removed: shares outstanding were] [added: interest expense drove] the [removed: significant drivers of] Adjusted EPS 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 *Non-GAAP Financial Measures* appearing later in this section). |

[removed: To] [added: We expect these trends to continue and, in order to] position ourselves for long-term growth, we are investing in our well-being and other snack offerings, product and marketing innovation and new routes to market including e-commerce.

As part of our new strategic plan, we seek to drive category growth [removed: through] [added: by offering snack innovations,] leveraging our [removed: local-first] [added: local and consumer-focused] commercial approach, making [removed: additional] investments in our brand and snacks portfolio, building strong routes to market in both emerging and developed markets and improving our position across multiple channels.

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

See below for a discussion of Brexit [removed: and] [added: as well as] Argentina, which was designated a highly inflationary economy in 2018.

To help mitigate adverse effects of ongoing volatility across markets, we aim to protect profitability through the management of costs (including hedging) and pricing as well as [removed: invest] [added: targeted investments] in our brands and new routes to market.

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

[removed: We] also continue to optimize our manufacturing and other operations and invest in our brands through ongoing research and development, advertising, marketing and consumer promotions.

In [removed: 2019,] [added: 2020,] we anticipate changing market conditions to continue to impact pricing.

*Multiemployer pension plan* – In 2018, we executed a complete withdrawal from the [removed: Fund.][added: Fund and recorded a $429 million estimated withdrawal liability.]

[removed: A year after enactment, some aspects of U.S. tax reform still remain unclear, and although] [added: While] additional [removed: clarifying] guidance has been issued [removed: (by] [added: by] the [removed: IRS,] [added: IRS] and the U.S. Treasury [removed: Department),] [added: Department,] there are still some areas that may not be clarified for some time.

Also, a number of U.S. states have not [removed: yet] updated their laws to take into account the new federal legislation.

As a result, there may be [removed: further impact] [added: additional impacts] of the new laws on our future results of operations and financial condition.

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

*Currency* – As a global company with [removed: 75.3%] [added: 74.4%] of our net revenues generated outside the United States, we are continually exposed to changes in global economic conditions and currency movements.

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

Overview of Business and Strategy

For more detailed information on our business and strategy, refer to Item 1, *Business.*

On August 6, 2019, Switzerland published changes to its Federal tax law in the Official Federal Collection of Laws.

On September 27, 2019, the Zurich Canton published their decision on the September 1, 2019 Zurich Canton public vote regarding the Cantonal changes associated with the Swiss Federal tax law change.

The intent of these tax law changes was to replace certain preferential tax regimes with a new set of internationally accepted measures that are hereafter referred to as “Swiss tax reform”.

Based on these Federal / Cantonal events, our position is the enactment of Swiss tax reform for U.S. GAAP purposes was met as of September 30, 2019, and we recorded the impacts in the third quarter 2019.

The net impact was a benefit of $767 million, which consisted of a $769 million reduction in deferred tax expense from an allowed step-up of intangible assets for tax purposes and remeasurement of our deferred tax balances, partially offset by a $2 million indirect tax impact in selling, general and administrative expenses.

The future rate impacts of these Swiss tax reform law changes are effective starting January 1, 2020.

We will continue to monitor Swiss tax reform for any additional interpretative guidance that could result in changes to the amounts we have recorded.

Refer to Note 16, *Income Taxes*, for more information on our annual effective tax rates and Swiss and U.S. tax reform.

bargaining agreements.

In 2018, we executed a complete withdrawal from the Fund and recorded a $429 million estimated withdrawal liability.

On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years and we recorded a $35 million final adjustment to reduce our withdrawal liability as of June 30, 2019.

We began making monthly payments during the third quarter of 2019.

As of December 31, 2019, the remaining discounted withdrawal liability was $391 million, with $14 million recorded in other current liabilities and $377 million recorded in long-term other liabilities.

Adoption of New Lease Accounting Standard

The impact of adopting the standard included the initial recognition as of January 1, 2019, of $710 million of lease-related assets and $730 million of lease-related liabilities on our consolidated balance sheet.

The transition method we elected for adoption required a cumulative effect adjustment to retained earnings as of January 1, 2019, which was not material.

For additional information on leases, refer to Note 5, *Leases*.

During 2018, we recorded a pre-tax gain of $778 million (or $586 million after-tax).

Also, during the first quarter of 2019, we recognized a $23 million pre-tax gain related to the impact of a KDP acquisition that decreased our ownership interest from 13.8% to 13.6%.

Snacking behavior is on the rise around the world according to the first annual “State of Snacking” report, commissioned by Mondelēz International and issued in November 2019, which summarizes the findings from interviews with thousands of consumers across 12 countries.

A majority of adults, and an even higher percentage of Millennial consumers, indicated they prefer to eat small bites throughout the day as opposed to larger meals.

The report concludes that consumer needs are evolving in response to busy modern lifestyles, the desire for community connections and a more holistic sense of well-being.

Also, the way consumers snack and buy snacks around the world is diverse, with consumers purchasing snacks across evolving retail and digital landscapes.

Over the last three years, we have been seeing improvements in regional economic growth, consumer confidence and growth in our categories.

However, geopolitical and economic uncertainties from time to time may continue to affect economic growth, consumer confidence and category growth.

*Coronavirus* – We have been monitoring the outbreak of a new coronavirus that originated in China.

We believe it could have a negative impact on our results in the short term and we are taking steps to protect our employees, consumers and business.

We

On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million and we recorded a $35 million final adjustment to reduce our withdrawal liability at that time.

During the third quarter of 2019, we began making monthly pro-rata payments on the 20-year obligation.

As of December 31, 2019, the remaining discounted withdrawal liability was $391 million.

*Taxes* – During the third quarter of 2019, Swiss Federal and Zurich Cantonal tax events drove our recognition of a $767 million Swiss tax reform net benefit to our results of operations.

The future tax rate impacts of the Swiss tax reform law changes became effective on January 1, 2020 and are not expected to have a material impact on our overall results of operations.

We will continue to monitor Swiss tax reform for any additional interpretative guidance that could result in changes to the amounts we have recorded.

In the United States, while the 2017 U.S. tax reform reduced the U.S. corporate tax rate and included some beneficial provisions, other provisions have, and in the future will have, an adverse effect on our results.

We continue to evaluate the impacts as additional guidance on implementing the legislation becomes available.

*Brexit* – On January 31, 2020, the United Kingdom began the withdrawal process from the European Union under the European and U.K. Parliament approved Withdrawal Agreement.

During a transition period currently scheduled to end on December 31, 2020, the United Kingdom will effectively remain in the E.U.’s customs union and single market while a trade deal with the European Union is negotiated.

Description of the Company

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.

As we continue to have significant influence, we continue to account for our investment in KDP under the equity method, resulting in recognizing our share of their earnings within our earnings and our share of their dividends within our cash flows.

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.

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.

The SEC provided up to a one-year window for companies to finalize the accounting for the impacts of this new legislation.

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

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.

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.

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

On a 2017 full-year basis, we estimated the loss of revenue had a negative impact of 0.4% on our net revenue and Organic Net Revenue growth.

| | |

| --- | --- |

Over the long term, we expect these trends to continue leading to growth in consumer behaviors such as more frequent, smaller meals, snacking and greater use of convenience foods.

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

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 growth.

We have begun to see improvements in global economic growth and consumer confidence, however, there are still geopolitical and economic uncertainties that may affect category growth, Growth in our global snacking categories improved this year to approximately 2.7% in 2018, from 2.1% in 2017 and 2.3% in 2016.

*Taxes* – In December 2017, the United States enacted U.S. tax reform.

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

We are taking measures to increase our resources in customer service & logistics together with increasing our inventory levels of

During 2018, we recorded an $11 million remeasurement loss in net earnings related to the devaluation of our Argentinean peso denominated net monetary assets from July 1, 2018 through December 31, 2018.

The most significant impact is the initial recognition of operating lease Right of Use assets and lease liabilities on our balance sheet, while our accounting for finance leases (i.e. capital leases) remains substantially unchanged.

Refer to Note 1, *Summary of Significant Accounting Policies*, for more information on the estimated impact of the new lease accounting standard.

We expect to use cash and proceeds from debt issuances to finance the $1.2 billion of remaining U.S. tax reform transition tax installments, payable through 2026, and the estimated $573 million multiemployer pension plan withdrawal liability payable over 20 years from the date of the final assessment from the Fund.

| Gain on sale of intangible assets | | | — | | | | — | | | | 15 | | |

| Gains on sales of property | | | — | | | | — | | | | 46 | | |

The impact of divestitures that occurred in 2017 resulted in a year-over-year decline in net revenues of $270 million.

| Other | | 6 | | | | | |

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 1, *Summary of Significant Accounting Policies*, and Note [removed: 9,] [added: 10,] *Financial Instruments*.

We periodically use interest rate swaps and forward interest rate contracts to achieve a desired proportion of variable versus [removed: fixed rate] [added: fixed-rate] debt based on current and projected market conditions.

Our weighted-average interest rate on our total debt was [removed: 2.3%] [added: 2.2%] as of December 31, [removed: 2018, up] [added: 2019, down] from [removed: 2.1%] [added: 2.3%] as of December 31, [removed: 2017] [added: 2018,] primarily due to [removed: higher] [added: lower] interest rates on commercial paper borrowings.

Beginning in [removed: 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.

See Note [removed: 9,] [added: 10,] *Financial Instruments*, for more information on our derivative activity.

The parameters used for estimating the expected return distributions were determined by observing interest rate, currency exchange and commodity price movements over the prior quarter for the calculation of VAR amounts at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and over each of the four prior quarters for the calculation of average VAR amounts during each year.

As of December 31, [removed: 2018] [added: 2019] and December 31, [removed: 2017,] [added: 2018,] the estimated potential one-day loss in fair value of our interest rate-sensitive instruments, primarily debt, and the estimated potential one-day loss in pre-tax earnings from our currency and commodity instruments, as calculated in the VAR model, were:

| | At [removed: 12/31/17] [added: 12/31/19] | | | | Average | | | | High | | | | Low | | | | At [removed: 12/31/17] [added: 12/31/19] | | | | Average | | | | High | | | | Low | | |

| Interest rates | | | | | | | | | | | | | | | | | $ | [removed: 31] [added: 86] | | | $ | [removed: 45] [added: 70] | | | $ | [removed: 55] [added: 97] | | | $ | [removed: 31] [added: 49] | |

| Foreign currency rates | $ | 15 | | | $ | [removed: 16] [added: 19] | | | $ | [removed: 22] [added: 25] | | | $ | [removed: 11] [added: 15] | | | | | | | | | | | | | | | | | |

| Commodity prices | [removed: 14] [added: 11] | | | | [removed: 17] [added: 13] | | | | [removed: 24] [added: 14] | | | | [removed: 14] [added: 11] | | | | | | | | | | | | | | | | | | |

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

We are one of the world’s largest snack companies with global net revenues of $25.9 billion and net earnings of [removed: $3.4] [added: $3.9] billion in [removed: 2018.][added: 2019.]

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

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

In [removed: September 2018,] [added: 2019,] we [removed: announced our] [added: began to operate under a] 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 [removed: markets] [added: markets, our deep innovation, marketing] and [added: distribution capabilities, and] our margin expansion in recent years that [removed: will allow] [added: allows] us to make ongoing investments in our product portfolio.

| • | *Accelerate consumer-centric growth.* As demands on consumers’ time increase and consumer eating habits evolve, we aim to meet consumers' [added: snacking] needs [added: by providing the right snack,] for [removed: what they eat, why they buy and how and where they buy.] [added: the right moment, made the right way.] We have developed [removed: a new approach, which we call demand spaces,] [added: innovative approaches] to identify and address how consumers snack across different emotional [removed: or] [added: and] functional needs and occasions that we believe will allow us to meet [removed: consumer] [added: their] needs and identify [added: new] innovation and renovation opportunities. We [removed: 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 [added: diverse and] evolving local and global snacking demand. We believe our [removed: greater] understanding of consumers’ [removed: snacking needs] [added: behavior] will [added: continue to] lead to [added: our] meeting more of their needs and [added: the growing] demand for snacks. |

| • | *Drive operational excellence.* [removed: Over] [added: Our operational excellence and continuous improvement plans include a special focus on] the [removed: last five years, we have driven] [added: consumer-facing areas of our business and optimizing our sales, marketing and customer service efforts. To drive] productivity gains and cost improvements across our [removed: business and increased our operating margins as a result. We] [added: business, we also] plan to continue [removed: to improve efficiency by] leveraging our global shared services platform, driving greater efficiencies in our supply chain and continuing to utilize Zero-Based Budgeting [removed: (“ZBB”)] across our operations. We [removed: 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 [removed: provide funds for] [added: fuel our] growth and continue to expand profit dollars. [added: At the same time, we are continuing our efforts to sustainably source key ingredients, reduce our end-to-end environmental impact and innovate our processes and packaging to reduce waste and promote recycling.] |

| • | *Build a winning growth culture.* To support the acceleration of our growth, we are [removed: shifting toward a] [added: becoming] more agile, digital and [removed: local-first commercial focus.] [added: local-consumer focused.] 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 [added: operating and cultural] shifts will help drive profitable top-line growth. |

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

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

We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise [removed: in] [added: across] our key markets.

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: 17,] [added: 18,] *Segment Reporting*.

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| Latin America | $ | [removed: 3,202] [added: 3,018] | | | $ | [removed: 3,566] [added: 3,202] | | | $ | [removed: 3,392] [added: 3,566] | |

| AMEA | [removed: 5,729] [added: 5,770] | | | | [removed: 5,739] [added: 5,729] | | | | [removed: 5,816] [added: 5,739] | | |

| Europe | [removed: 10,122] [added: 9,972] | | | | [removed: 9,794] [added: 10,122] | | | | [removed: 9,755] [added: 9,794] | | |

| North America | [removed: 6,885] [added: 7,108] | | | | [removed: 6,797] [added: 6,885] | | | | [removed: 6,960] [added: 6,797] | | |

| | $ | [removed: 25,938] [added: 25,868] | | | $ | [removed: 25,896] [added: 25,938] | | | $ | [removed: 25,923] [added: 25,896] | |

| | [removed: 2018] [added: 2019] | | | | | | | [removed: 2017] [added: 2018] | | | | | | | [removed: 2016] [added: 2017] | | | | | |

| Latin America | $ | [removed: 410] [added: 341] | | | [removed: 11.1] [added: 8.1] | % | | $ | [removed: 564] [added: 410] | | | [removed: 14.7] [added: 11.1] | % | | $ | [removed: 272] [added: 564] | | | [removed: 8.8] [added: 14.7] | % |

| AMEA | [removed: 702] [added: 691] | | | | [removed: 19.0] [added: 16.4] | % | | [removed: 514] [added: 702] | | | | [removed: 13.4] [added: 19.0] | % | | [removed: 505] [added: 514] | | | | [removed: 16.3] [added: 13.4] | % |

| Europe | [removed: 1,734] [added: 1,732] | | | | [removed: 46.9] [added: 41.1] | % | | [removed: 1,610] [added: 1,734] | | | | [removed: 42.0] [added: 46.9] | % | | [removed: 1,198] [added: 1,610] | | | | [removed: 38.5] [added: 42.0] | % |

| North America | [removed: 849] [added: 1,451] | | | | [removed: 23.0] [added: 34.4] | % | | [removed: 1,144] [added: 849] | | | | [removed: 29.9] [added: 23.0] | % | | [removed: 1,128] [added: 1,144] | | | | [removed: 36.4] [added: 29.9] | % |

| | $ | [removed: 3,695] [added: 4,215] | | | 100.0 | % | | $ | [removed: 3,832] [added: 3,695] | | | 100.0 | % | | $ | [removed: 3,103] [added: 3,832] | | | 100.0 | % |

During [removed: 2018,] [added: 2019,] our segments contributed to our net revenues in the following product categories:

| | | Percentage of [removed: 2018] [added: 2019] Net Revenues by Product Category | | | | | | | | | | | | | | | | |

| | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | |

| Biscuits - [removed: Cookies and] [added: Cookies,] crackers [added: and other] | [removed: 36] [added: 37] | % | | 36 | % | | 36 | % |

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

[removed: Significant Divestitures] [added: Divestitures] and Acquisitions

For information on [removed: our significant] divestitures and [removed: acquisitions,] [added: acquisitions that impacted our results,] please refer to Note 2, *Divestitures and Acquisitions*.

No single customer accounted for 10% or more of our net revenues from continuing operations in [removed: 2018.][added: 2019.]

Our five largest customers accounted for [removed: 16.8%] [added: 17.0%] and our ten largest customers accounted for [removed: 23.0%] [added: 23.2%] of net revenues from continuing operations in [removed: 2018.][added: 2019.]

Demand for our products is generally balanced over the [removed: first three] [added: second and third] quarters of the year and increases in the [added: first and] fourth [removed: quarter] [added: quarters] primarily because of holidays and other seasonal events.

For additional information on our liquidity, working capital management, cash flow and financing activities, see *Liquidity and Capital Resources*, Note 1, *Summary of Significant Accounting Policies,* and Note [removed: 8,] [added: 9,] *Debt and Borrowing Arrangements*, appearing later in this 10-K filing.

Improving our market position or introducing a new product [added: requires substantial research, development, advertising and promotional expenditures.]

We monitor worldwide supply, commodity cost and currency trends so we can [added: sustainably and] cost-effectively secure ingredients, packaging and fuel required for production.

A number of external factors such as [added: changing] weather [added: patterns and] conditions, commodity market conditions, currency fluctuations and the effects of governmental agricultural or other programs affect the cost and availability of raw materials and agricultural materials used in our products.

[removed: While the costs of our principal raw materials fluctuate,] [added: At this time,] we believe there will continue to be an adequate supply of the raw materials we use and that they will generally remain available from numerous sources.

In our agreement with Kraft Foods Group, Inc. [removed: (“Kraft Foods Group,” which] [added: (which] is now part of The Kraft Heinz Company), we each granted the other party various licenses to use certain of our and their respective intellectual property rights in named jurisdictions following the spin-off of our North American grocery business.

We pursue four objectives in research and development: [removed: product] [added: food] safety and quality, growth through new products, superior consumer satisfaction and reduced [added: production] costs.

We aim to be the global leader in snacking by focusing on growth, execution and culture.

| | (in millions, except percentages) | | | | | | | | | | | | | | | | | | | |

| Latin America | | 2.7 | % | | 2.7 | % | | 3.2 | % | | 1.7 | % | | 1.3 | % | | 11.6 | % |

| AMEA | | 7.1 | % | | 8.0 | % | | 3.3 | % | | 2.1 | % | | 1.7 | % | | 22.2 | % |

| Europe | | 11.6 | % | | 19.8 | % | | 2.7 | % | | 0.4 | % | | 4.1 | % | | 38.6 | % |

| North America | | 22.8 | % | | 1.0 | % | | 3.8 | % | | — | % | | — | % | | 27.6 | % |

| | | 44.2 | % | | 31.5 | % | | 13.0 | % | | 4.2 | % | | 7.1 | % | | 100.0 | % |

Due to factors noted above, the costs of our principal raw materials fluctuate.

However, we continue to monitor the long-term impacts of climate change and related factors that could affect the availability or cost of raw materials, packaging and energy.

For information on our ongoing sustainability efforts and programs, refer to *Sustainability and Well-Being* below.

We modernized our technical center facilities at Suzhou, China; Jurong, Singapore and Thane, India in 2018.

In 2019, we also completed the modernization of technical centers in Curitiba, Brazil and Mexico City, Mexico.

In addition, we have invested in the Pasuruan Cocoa Technology Centre in Indonesia, which is scheduled to fully open in 2020.

In addition, increased attention to environmental issues in industry supply chains has led to developing different types of regulation in many countries.

The lack of a harmonized approach can lead to uneven scrutiny or enforcement, which can impact our operations.

Our 2025 sustainable snacking strategy provides a clear roadmap, which we believe puts us at the forefront of sustainable ingredient sourcing and continuing to contribute to addressing climate change by reducing emissions.

We are focused on making our snacks with less energy, water and waste, with ingredients consumers know and trust.

We have specific goals to which we hold ourselves accountable, and we are continuing to make progress in our efforts to deliver meaningful change.

We are proud of the progress we achieved to date and excited about where we are going.

By living our purpose to empower people to snack right, we believe we can continue to have a positive impact on the lives of our consumers and the world around us.

We have been focused on sustainability for many years and we continue to enhance and evolve our sustainability goals and reporting.

We will issue our 2019 Snacking Made Right report, which will include our progress toward our sustainability goals, later this year.

Our 2025 sustainability and mindful snacking goals include:

| | |

| --- | --- |

| • | Minimizing food waste, end-to-end CO2 emissions and priority water usage by 2025 |

| | |

| --- | --- |

| • | Making all packaging recyclable by 2025 to further reduce our environmental footprint |

| | |

| --- | --- |

| • | Scaling our Cocoa Life sustainability program even further so that by 2025, Cocoa Life will produce 100% of the cocoa volume we require for our chocolate brands |

| | |

| --- | --- |

| • | Growing portion control products to 20 percent of snacks net revenue by 2025 |

| | |

| --- | --- |

| • | Including portion amounts and mindful snacking information on all packages globally by 2025 |

We are focused on consumer well-being.

Continuing to evolve our portfolio so that we are offering a broad range of high-quality snacks to meet consumers' expanding needs is central to our strategy of accelerating our growth.

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.

On October 1, 2016, we integrated our Eastern Europe, Middle East, and Africa (“EEMEA”) operating segment into our Europe and Asia Pacific operating segments to further leverage and optimize the operating scale built within the Europe and Asia Pacific regions.

Russia, Ukraine, Turkey, Belarus, Georgia and Kazakhstan were combined within our Europe region, while the remaining Middle East and African countries were combined within our Asia Pacific region to form the AMEA operating segment.

We have reflected the segment change as if it had occurred in all periods presented.

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

| Latin America | | 2.8 | % | | 2.9 | % | | 3.3 | % | | 2.1 | % | | 1.3 | % | | 12.4 | % |

| AMEA | | 6.6 | % | | 8.0 | % | | 3.4 | % | | 2.1 | % | | 1.9 | % | | 22.0 | % |

| Europe | | 12.1 | % | | 19.6 | % | | 2.8 | % | | 0.4 | % | | 4.2 | % | | 39.1 | % |

| North America | | 21.6 | % | | 1.0 | % | | 3.9 | % | | — | % | | — | % | | 26.5 | % |

| | | 43.1 | % | | 31.5 | % | | 13.4 | % | | 4.6 | % | | 7.4 | % | | 100.0 | % |

requires substantial research, development, advertising and promotional expenditures.

We celebrated the official opening of our Wroclaw, Poland technical center in 2017, and during 2018 we completed the modernization at the technical centers located at Suzhou, China; Jurong, Singapore and Thane, India.

A key strategic priority for us is to create a positive impact for people and our planet.

Many of the challenges facing people and the planet are interrelated, so we design our core programs and initiatives holistically by working to reduce our environmental footprint, supporting farmers who grow our key ingredients, helping people to snack mindfully and investing in healthy lifestyle community programs through the Mondelēz International Foundation.

Within well-being we are focused on mindful snacking to empower people to choose the right snack for the right moment.

At the end of 2017, our portion control options represented approximately 13% of revenue, becoming a meaningful segment of our portfolio.

From 2013 to 2017, we reported CO2 emission reductions from manufacturing of 10% and reduced incoming water usage by 25% in priority factories where water is most scarce.

Executive Officers of the Registrant

| Daniel P. Myers | | 63 | | Executive Vice President, Integrated Supply Chain |

*Mr. Cofer* became Executive Vice President and Chief Growth Officer in January 2016 and served as Interim President, North America from April to November 2017.

Mr. Cofer served as Executive Vice President and President, Asia Pacific and EEMEA from September 2013 to December 2015 and Executive Vice President and President, Europe from August 2011 to September 2013.

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

Mr. Cofer joined Mondelēz International in 1992.

Mr. Lorenzo served as President, Global Biscuits Category from January 2015 to December 2016 and President, Brazil from September 2012 to December 2014.

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

Mr. Lorenzo joined Mondelēz International in 2003.

*Mr. Myers* became Executive Vice President, Integrated Supply Chain in September 2011.

Prior to that, he worked for Procter & Gamble ("P&G"), a consumer products company, for 33 years in a variety of leadership positions, most recently serving as Vice President, Product Supply for P&G’s Global Hair Care business from September 2007 to August 2011.

Information regarding legal proceedings is available in Note [removed: 13,] [added: 14,] *Commitments and Contingencies*, to the consolidated financial statements in this report.

For the fiscal year ended December 31, [removed: 2018][added: 2019]

COMMISSION FILE [removed: NUMBER 1-16483][added: NUMBER 1-16483]

[removed: ][added: ]

| Three Parkway [removed: North, Deerfield, Illinois] [added: North] | | [removed: 60015] |

Registrant’s telephone number, including area code: [removed: 847-943-4000][added: 847\-943-4000]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| Title of each class | | [added: Trading Symbol(s) | |] Name of each exchange on which registered |

| Class A Common Stock, no par value | | [added: MDLZ | |] The Nasdaq Global Select Market |

| 2.375% Notes due 2021 | | [removed: New York] [added: MDLZ21 | | The Nasdaq] Stock [removed: Exchange] [added: Market] LLC |

| 1.000% Notes due 2022 | | [removed: New York] [added: MDLZ22 | | The Nasdaq] Stock [removed: Exchange] [added: Market] LLC |

| 1.625% Notes due 2023 | | [removed: New York] [added: MDLZ23 | | The Nasdaq] Stock [removed: Exchange] [added: Market] LLC |

| 1.625% Notes due 2027 | | [removed: New York] [added: MDLZ27 | | The Nasdaq] Stock [removed: Exchange] [added: Market] LLC |

| 2.375% Notes due 2035 | | [removed: New York] [added: MDLZ35 | | The Nasdaq] Stock [removed: Exchange] [added: Market] LLC |

| 4.500% Notes due 2035 | | [removed: New York] [added: MDLZ35A | | The Nasdaq] Stock [removed: Exchange] [added: Market] LLC |

| 3.875% Notes due 2045 | | [removed: New York] [added: MDLZ45 | | The Nasdaq] Stock [removed: Exchange] [added: Market] LLC |

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

Yes [removed: ☒] [added: x] No [removed: ☐][added: ¨]

Yes [removed: ☐] [added: ¨] No [removed: ☒][added: x]

| Large accelerated filer [removed: ☒] | [removed: |] [added: x] | | | | Accelerated filer [removed: ☐] | [added: ¨ |]

| Non-accelerated filer [removed: ☐] | [removed: |] [added: ¨] | | | | Smaller reporting company [added: |] ☐ |

| | | | | | [removed: |] Emerging growth company [added: |] ☐ |

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: 2018,] [added: 2019,] was [removed: $59] [added: $76.7] billion.

At [removed: February 1, 2019,] [added: January 31, 2020,] there were [removed: 1,444,169,449] [added: 1,432,943,006] 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: 15, 2019] [added: 13, 2020] are incorporated by reference into Part III hereof.

| Item 1. | [removed: [Business](#s45645B3B903C5C5C87FFC60ACEC634A5)] [added: [Business](#s0FE2214EE23058579A9BC0DEA650F1E4)] | [removed: [2](#s45645B3B903C5C5C87FFC60ACEC634A5)] [added: [2](#s0FE2214EE23058579A9BC0DEA650F1E4)] |

| Item 1A. | [Risk [removed: Factors](#sEE966D26561550149353A451EAC5A54A)] [added: Factors](#sF1D1F1B7EA2455578778F9800F71B973)] | [removed: [10](#sEE966D26561550149353A451EAC5A54A)] [added: [11](#sF1D1F1B7EA2455578778F9800F71B973)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s517AC406D3D452D0B8C5B0F03D61BC5B)] [added: Comments](#s65AB658B9F3655B4AEEDB98F78C72656)] | [removed: [20](#s517AC406D3D452D0B8C5B0F03D61BC5B)] [added: [21](#s65AB658B9F3655B4AEEDB98F78C72656)] |

| Item 2. | [removed: [Properties](#sE9204A71556C584FBFC975FE83427462)] [added: [Properties](#s65096D8AB7265FAAB500E35D65841B3E)] | [removed: [21](#sE9204A71556C584FBFC975FE83427462)] [added: [22](#s65096D8AB7265FAAB500E35D65841B3E)] |

| Item 3. | [Legal [removed: Proceedings](#s360C181665EA59F496BF8F3389FFE612)] [added: Proceedings](#sD9AE29DE7E755963B7465562CC31272A)] | [removed: [21](#s360C181665EA59F496BF8F3389FFE612)] [added: [22](#sD9AE29DE7E755963B7465562CC31272A)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s1F878BC3F72E5DA9A9EAB657B4BFA35A)] [added: Disclosures](#s0A2FD9D015495222A080138C9E50EA70)] | [removed: [21](#s1F878BC3F72E5DA9A9EAB657B4BFA35A)] [added: [22](#s0A2FD9D015495222A080138C9E50EA70)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder [removed: Matters](#sD4C5EE7D643C5FA694CCD3553C9529A8)] [added: Matters](#s332AA13E5B6F57BEA12DC2454AE5EA43)] [and Issuer Purchases of Equity [removed: Securities](#sD4C5EE7D643C5FA694CCD3553C9529A8)] [added: Securities](#s332AA13E5B6F57BEA12DC2454AE5EA43)] | [removed: [22](#sD4C5EE7D643C5FA694CCD3553C9529A8)] [added: [23](#s332AA13E5B6F57BEA12DC2454AE5EA43)] |

| Item 6. | [Selected Financial [removed: Data](#s8450313E4FA65A79BD9A97731BD36204)] [added: Data](#s36B19397311F5D50861386FBC52F9BD6)] | [removed: [24](#s8450313E4FA65A79BD9A97731BD36204)] [added: [25](#s36B19397311F5D50861386FBC52F9BD6)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations:](#sDFCC6CBB07CB5216B92680830E186531)] [added: Operations:](#sB46E4CDCAFCC5B569EA9405D602BE46C)] | [removed: [26](#sDFCC6CBB07CB5216B92680830E186531)] [added: [27](#sB46E4CDCAFCC5B569EA9405D602BE46C)] |

| | [Summary of [removed: Results](#s3334315D0ECD54C8B80278564478A610)] [added: Results](#sD7908C50D2625C14A93ED254426876F7)] | [removed: [28](#s3334315D0ECD54C8B80278564478A610)] [added: [29](#sD7908C50D2625C14A93ED254426876F7)] |

| | [Financial [removed: Outlook](#s51C6B287B0F7524293988B800ED2DE79)] [added: Outlook](#sB1D5520EF71B5428B57B10CC3272E381)] | [removed: [29](#s51C6B287B0F7524293988B800ED2DE79)] [added: [30](#sB1D5520EF71B5428B57B10CC3272E381)] |

| | [Discussion and Analysis of Historical [removed: Results](#s2469EE2F2E4957288D1C37FA92A84305)] [added: Results](#sDAAAE257655A5BE3A2B2E1B8021DBF7E)] | [removed: [32](#s2469EE2F2E4957288D1C37FA92A84305)] [added: [33](#sDAAAE257655A5BE3A2B2E1B8021DBF7E)] |

| | [Critical Accounting [removed: Estimates](#s0D9F8D444CB1564BB4E7602DBC870CB3)] [added: Estimates](#s393AAD7FE04D5E87ABBE3FBEFB302094)] | [removed: [48](#s0D9F8D444CB1564BB4E7602DBC870CB3)] [added: [49](#s393AAD7FE04D5E87ABBE3FBEFB302094)] |

| | [Liquidity and Capital [removed: Resources](#s00F7B957774854D193534F197A0E60D9)] [added: Resources](#s932EAADC56EB51D0967F08840AD7BBDF)] | [removed: [51](#s00F7B957774854D193534F197A0E60D9)] [added: [52](#s932EAADC56EB51D0967F08840AD7BBDF)] |

| | [Commodity [removed: Trends](#sB6D7F9DA65CC5BC483EE16FF2FA89769)] [added: Trends](#s6C2AB1F116BC5DB7AB1C1E37BB442A5C)] | [removed: [52](#sB6D7F9DA65CC5BC483EE16FF2FA89769)] [added: [53](#s6C2AB1F116BC5DB7AB1C1E37BB442A5C)] |

| | [Off-Balance Sheet Arrangements and Aggregate Contractual [removed: Obligations](#s01C61FD79BFD56D388E36491CCF8FD9B)] [added: Obligations](#s6BD94B93809D5A1681159E5F1D6A7F22)] | [removed: [52](#s01C61FD79BFD56D388E36491CCF8FD9B)] [added: [53](#s6BD94B93809D5A1681159E5F1D6A7F22)] |

| Deerfield, | Illinois | 60015 |

| | | | | |

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

| | | | | |

Yes x No ¨

Yes x No ¨

Yes ☐ No x

| [Part I –](#s7797529272DF5BE8B09D85A1EF524A5B) | | |

| [Part II –](#s14758A285AE5536EACBEB1E3B87D9560) | | |

| [Part IV –](#s62D140EB26075D2794710042B5E4842E) | | |

| | [Signatures](#sBA18558E537259AEB04124F465A4DE89) | [133](#sBA18558E537259AEB04124F465A4DE89) |

| | | |

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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

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

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

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

On December 31, [removed: 2018,] [added: 2019,] we had approximately [removed: 132] [added: 126] manufacturing and processing facilities in [removed: 52] [added: 44] countries and [removed: 123] [added: 110] distribution centers and depots [removed: worldwide.][added: worldwide that we owned or leased.]

In addition to our owned or leased [removed: properties listed below,] [added: properties,] we also utilize a highly distributed network of warehouses and distribution centers that are owned or leased by third party logistics partners, contract manufacturers, co-packers or other strategic partners.

| Latin America (1) | [removed: 16] [added: 13] | | | [removed: 5] [added: 13] | |

| AMEA | [removed: 44] [added: 43] | | | [removed: 25] [added: 21] | |

| Europe | [removed: 57] [added: 55] | | | [removed: 36] [added: 23] | |

| North America | 15 | | | [removed: 57] [added: 53] | |

| Leased | [removed: 12] [added: 8] | | | [removed: 109] [added: 97] | |

During 2019, the number of manufacturing facilities decreased by 6 mainly due to divestitures and the number of distribution facilities decreased by 13 primarily due to the expiration of lease agreements and consolidation of facilities.

| | As of December 31, 2019 | | | | |

| Total | 126 | | | 110 | |

| Owned | 118 | | | 13 | |

| Total | 126 | | | 110 | |

During 2018, we disposed of 6 manufacturing facilities mainly in business divestitures and we increased the number of distribution facilities by 15 primarily due to the addition of several small storage locations included within the distribution centers we own or lease.

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

| Total | 132 | | | 123 | |

| Owned | 120 | | | 14 | |

We have listed our Common Stock on The Nasdaq Global Select Market under the symbol “MDLZ.” At January 31, [removed: 2019,] [added: 2020,] there were [removed: 47,950] [added: 44,764] holders of record of our Common Stock.

[removed: ][added: ]

The Kraft Heinz Company performance history is included for 2016 through [removed: 2018] [added: 2019] 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: 2018] [added: 2019] was:

| (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 [removed: restricted stock and] deferred stock units that vested, totaling [removed: 50,719] [added: 14,282] shares, [removed: 47,220] [added: 114,410] shares and [removed: 1,382] [added: 5,125] shares for the fiscal months of October, November and December [removed: 2018,] [added: 2019,] respectively. |

| (2) | Dollar values stated in millions. Our Board of Directors has authorized the repurchase of $19.7 billion of our Common Stock through December 31, 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, [removed: 2018] [added: 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: 12,] [added: 13,] *Capital Stock*. |

| 2014 | | $ | 100.00 | | | $ | 100.00 | | | $ | 100.00 | |

| 2015 | | 125.39 | | | | 101.38 | | | | 102.59 | | |

| 2016 | | 126.10 | | | | 113.51 | | | | 102.96 | | |

| 2017 | | 124.11 | | | | 138.29 | | | | 120.31 | | |

| 2018 | | 118.82 | | | | 132.23 | | | | 113.19 | | |

| 2019 | | 166.85 | | | | 173.86 | | | | 143.50 | | |

| October 1-31, 2019 | | 1,295,595 | | | $ | 53.76 | | | 1,281,313 | | | $ | 3,433 | |

| November 1-30, 2019 | | 2,946,093 | | | 52.18 | | | | 2,831,683 | | | 3,286 | | |

| December 1-31, 2019 | | 2,472,223 | | | 54.42 | | | | 2,467,098 | | | 3,151 | | |

| For the Quarter Ended December 31, 2019 | | 6,713,911 | | | 53.31 | | | | 6,580,094 | | | | | |

| 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 | | | | | |

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Net revenues | $ | [removed: 25,938] [added: 25,868] | | | $ | [removed: 25,896] [added: 25,938] | | | $ | [removed: 25,923] [added: 25,896] | | | $ | [removed: 29,636] [added: 25,923] | | | $ | [removed: 34,244] [added: 29,636] | |

| Earnings from continuing operations, net of taxes | [removed: 3,395] [added: 3,885] | | | | [removed: 2,842] [added: 3,395] | | | | [removed: 1,645] [added: 2,842] | | | | [removed: 7,291] [added: 1,645] | | | | [removed: 2,201] [added: 7,291] | | |

| Net earnings attributable to Mondelēz International | [removed: 3,381] [added: 3,870] | | | | [removed: 2,828] [added: 3,381] | | | | [removed: 1,635] [added: 2,828] | | | | [removed: 7,267] [added: 1,635] | | | | [removed: 2,184] [added: 7,267] | | |

| Per share, basic | [removed: 2.30] [added: 2.68] | | | | [removed: 1.87] [added: 2.30] | | | | [removed: 1.05] [added: 1.87] | | | | [removed: 4.49] [added: 1.05] | | | | [removed: 1.29] [added: 4.49] | | |

| Per share, diluted | [removed: 2.28] [added: 2.65] | | | | [removed: 1.85] [added: 2.28] | | | | [removed: 1.04] [added: 1.85] | | | | [removed: 4.44] [added: 1.04] | | | | [removed: 1.28] [added: 4.44] | | |

| Net cash provided by operating activities | [removed: 3,948] [added: 3,965] | | | | [removed: 2,593] [added: 3,948] | | | | [removed: 2,838] [added: 2,593] | | | | [removed: 3,728] [added: 2,838] | | | | [removed: 3,562] [added: 3,728] | | |

| Capital expenditures | [removed: 1,095] [added: 925] | | | | [removed: 1,014] [added: 1,095] | | | | [removed: 1,224] [added: 1,014] | | | | [removed: 1,514] [added: 1,224] | | | | [removed: 1,642] [added: 1,514] | | |

| Property, plant and equipment, net | [removed: 8,482] [added: 8,733] | | | | [removed: 8,677] [added: 8,482] | | | | [removed: 8,229] [added: 8,677] | | | | [removed: 8,362] [added: 8,229] | | | | [removed: 9,827] [added: 8,362] | | |

| Total assets | [removed: 62,729] [added: 64,549] | | | | [removed: 62,957] [added: 62,729] | | | | [removed: 61,506] [added: 62,957] | | | | [removed: 62,843] [added: 61,506] | | | | [removed: 66,771] [added: 62,843] | | |

| Long-term debt | [removed: 12,532] [added: 14,207] | | | | [removed: 12,972] [added: 12,532] | | | | [removed: 13,217] [added: 12,972] | | | | [removed: 14,557] [added: 13,217] | | | | [removed: 13,821] [added: 14,557] | | |

| Total Mondelēz International shareholders’ equity | [removed: 25,637] [added: $] | [added: 27,275] | | | [removed: 25,994] [added: $] | [added: 25,637] | | | [removed: 25,141] [added: $] | [added: 25,994] | | | [removed: 28,012] [added: $] | [added: 25,141] | | | [removed: 27,750] [added: $] | [added: 28,012] | |

| Shares outstanding at year end (4) | [removed: 1,451] [added: 1,435] | | | | [removed: 1,488] [added: 1,451] | | | | [removed: 1,528] [added: 1,488] | | | | [removed: 1,580] [added: 1,528] | | | | [removed: 1,664] [added: 1,580] | | |

| Book value per shares outstanding | [removed: 17.67] [added: $] | [added: 19.01] | | | [removed: 17.47] [added: $] | [added: 17.67] | | | [removed: 16.45] [added: $] | [added: 17.47] | | | [removed: 17.73] [added: $] | [added: 16.45] | | | [removed: 16.68] [added: $] | [added: 17.73] | |

| Dividends declared per share (5) | [removed: 0.96] [added: $] | [added: 1.09] | | | [removed: 0.82] [added: $] | [added: 0.96] | | | [removed: 0.72] [added: $] | [added: 0.82] | | | [removed: 0.64] [added: $] | [added: 0.72] | | | [removed: 0.58] [added: $] | [added: 0.64] | |

| Common Stock closing price at year end | [removed: 40.03] [added: $] | [added: 55.08] | | | [removed: 42.80] [added: $] | [added: 40.03] | | | [removed: 44.33] [added: $] | [added: 42.80] | | | [removed: 44.84] [added: $] | [added: 44.33] | | | [removed: 36.33] [added: $] | [added: 44.84] | |

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

| (1) | The selected financial data should be read in conjunction with *Management’s Discussion and Analysis of Financial Condition and* *Results of Operations* and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K and Annual Reports on Form 10-K for earlier periods. 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 [removed: basis - please] [added: basis. Please] see Note [removed: 6,] [added: 7,] *Equity Method Investments*, for more information. During 2018, we adopted the new [removed: Revenue Recognition] [added: revenue recognition] accounting standard [removed: update] [added: update,] and it did not have a material impact on any reported [removed: periods - see] [added: periods. See] Note 1, *Summary of Significant Accounting [removed: Policies*] [added: Policies*,] for more information. [added: During 2019, we adopted the new lease accounting standard and related updates, and we disclose the impacts to our 2019 financial statements in Note 1, *Summary of Significant Accounting Policies*.] A significant portion of our business is exposed to currency exchange rate fluctuation as a large portion of our assets, liabilities, revenue and expenses must be translated into U.S. dollars for reporting purposes. Refer to *Management’s Discussion and Analysis of Financial Condition and* *Results of Operations* for a discussion of operating results on a constant currency basis where noted. |

| (2) | Significant items impacting the comparability of our results from continuing operations include: [removed: Spin-Off Costs in 2014;] the Simplify to Grow Program; the contribution of our global coffee businesses and investment in Jacobs Douwe Egberts ("JDE") and related gain in 2015; gain on equity method investment transactions in 2016-2018; other divestitures and sales of property in [removed: 2015-2018;] [added: 2015-2019;] acquisitions in 2015-2016 and [removed: 2018; the Cadbury acquisition-related Integration Program in 2014;] [added: 2018-2019;] losses on debt extinguishment in [removed: 2014-2018;] [added: 2015-2018;] unrealized gains on the coffee business transaction currency hedges in [removed: 2014-2015;] [added: 2015;] debt tender offers completed in [removed: 2014-2016] [added: 2015-2016] and 2018; loss on deconsolidation of Venezuela in 2015; the remeasurement of net monetary assets in Venezuela in [removed: 2014-2015] [added: 2015] and Argentina in [removed: 2018;] [added: 2018-2019;] accounting calendar changes in 2015; impairment charges related to intangible assets in [removed: 2014-2018;] [added: 2015-2019;] losses or gains related to interest rate swaps in 2015-2016 and [removed: 2018;] [added: 2018-2019;] impacts from the resolution of tax matters in 2017-2018; impacts from pension participation changes in [removed: 2018;] [added: 2018-2019;] CEO transition remuneration in [removed: 2017-2018;] [added: 2017-2019;] malware incident incremental expenses in 2017; and our provision for income taxes in all years, including the U.S. tax reform discrete net tax benefits or expenses in [removed: 2017-2018.] [added: primarily 2017-2018 and Swiss tax reform net impacts in 2019.] Please refer to Note 1, *Summary of Significant Accounting Policies*; Note 2, *Divestitures and Acquisitions*; Note 5, [added: *Leases*; Note 6,] *Goodwill and Intangible Assets*; Note [removed: 6,] [added: 7,] Equity Method Investments; Note [removed: 7,] [added: 8,] *Restructuring Program*; Note [removed: 8,] [added: 9,] *Debt and Borrowing Arrangements*; Note [removed: 9,] [added: 10,] *Financial Instruments*; Note [removed: 10,] [added: 11,] *Benefit Plans*; Note [removed: 13,] [added: 14,] *Commitments and Contingencies*; Note [removed: 15,] [added: 16,] *Income Taxes*; [removed: and Note 17, *Segment Reporting* and our Annual Reports on Form 10-K for 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: 2015-2016] and the loss on deconsolidation of Venezuela in 2015. [removed: Beginning in 2015, debt issuance costs related to recognized debt liabilities were recorded as a deduction from the related debt obligations instead of as long-term other assets on the consolidated balance sheet and we made this reclassification in the prior period presented for consistency.] Please also refer to our previously filed Annual Reports on Form 10-K for additional information. |

| (4) | Refer to Note [removed: 12,] [added: 13,] *Capital Stock*, for additional information on our share repurchase program activity. |

and Note 18, *Segment Reporting*, and our Annual Reports on Form 10-K for earlier periods for additional information regarding items affecting comparability of our results from continuing operations.

We have audited the accompanying consolidated balance sheets of Mondelēz International, Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] 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: 2018,] [added: 2019,] including the related notes and financial statement schedule [added: for each of the three years in the period ended December 31, 2019] 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: 2018,] [added: 2019,] based on criteria established in *Internal Control—Integrated 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: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2018] [added: 2019] 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: 2018,] [added: 2019,] based on criteria established in *Internal Control—Integrated Framework* (2013) issued by the COSO.

As discussed in Note [removed: 6] [added: 1] to the consolidated financial statements, the Company changed the manner in which it accounts for [removed: a certain equity method investment] [added: leases] in [removed: 2018.][added: 2019.]

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

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| Net revenues | $ | [removed: 25,938] [added: 25,868] | | | $ | [removed: 25,896] [added: 25,938] | | | $ | [removed: 25,923] [added: 25,896] | |

| Cost of sales | [removed: 15,586] [added: 15,531] | | | | [removed: 15,862] [added: 15,586] | | | | [removed: 15,819] [added: 15,862] | | |

| Gross profit | [removed: 10,352] [added: 10,337] | | | | [removed: 10,034] [added: 10,352] | | | | [removed: 10,104] [added: 10,034] | | |

| Selling, general and administrative expenses | [removed: 6,475] [added: 6,136] | | | | [removed: 5,938] [added: 6,475] | | | | [removed: 6,546] [added: 5,938] | | |

| Asset impairment and exit costs | [removed: 389] [added: 228] | | | | [removed: 642] [added: 389] | | | | [removed: 837] [added: 642] | | |

| Net gain on divestitures | [removed: —] [added: (44] | | [added: )] | | [removed: (186] [added: —] | | [removed: )] | | [removed: (9] [added: (186] | | ) |

| Amortization of intangibles | [removed: 176] [added: 174] | | | | [removed: 178] [added: 176] | | | | [removed: 176] [added: 178] | | |

| Operating income | [removed: 3,312] [added: 3,843] | | | | [removed: 3,462] [added: 3,312] | | | | [removed: 2,554] [added: 3,462] | | |

| Benefit plan non-service income | [removed: (50] [added: (60] | | ) | | [removed: (44] [added: (50] | | ) | | [removed: (15] [added: (44] | | ) |

| Interest and other expense, net | [removed: 520] [added: 456] | | | | [removed: 382] [added: 520] | | | | [removed: 1,115] [added: 382] | | |

| Earnings before income taxes | [removed: 2,842] [added: 3,447] | | | | [removed: 3,124] [added: 2,842] | | | | [removed: 1,454] [added: 3,124] | | |

| Provision for income taxes | [removed: (773] [added: (2] | | ) | | [removed: (666] [added: (773] | | ) | | [removed: (114] [added: (666] | | ) |

| [removed: Gain] [added: Net (loss)/gain] on equity method investment transactions | [removed: 778] [added: (2] | | [added: )] | | [removed: 40] [added: 778] | | | | [removed: 43] [added: 40] | | |

| Equity method investment net earnings | [removed: 548] [added: 442] | | | | [removed: 344] [added: 548] | | | | [removed: 262] [added: 344] | | |

| Net earnings | [removed: 3,395] [added: 3,885] | | | | [removed: 2,842] [added: 3,395] | | | | [removed: 1,645] [added: 2,842] | | |

| Noncontrolling interest earnings | [removed: (14] [added: (15] | | ) | | (14 | | ) | | [removed: (10] [added: (14] | | ) |

| Net earnings attributable to Mondelēz International | $ | [removed: 3,381] [added: 3,870] | | | $ | [removed: 2,828] [added: 3,381] | | | $ | [removed: 1,635] [added: 2,828] | |

| Basic earnings per share attributable to Mondelēz International | $ | [removed: 2.30] [added: 2.68] | | | $ | [removed: 1.87] [added: 2.30] | | | $ | [removed: 1.05] [added: 1.87] | |

| Diluted earnings per share attributable to Mondelēz International | $ | [removed: 2.28] [added: 2.65] | | | $ | [removed: 1.85] [added: 2.28] | | | $ | [removed: 1.04] [added: 1.85] | |

| Net earnings | $ | [removed: 3,395] [added: 3,885] | | | $ | [removed: 2,842] [added: 3,395] | | | $ | [removed: 1,645] [added: 2,842] | |

| Currency translation adjustment | [removed: (865] [added: 299] | | [removed: )] | | [removed: 1,198] [added: (865] | | [added: )] | | [removed: (921] [added: 1,198] | | [removed: )] |

| Pension and other benefit plans | [removed: 284] [added: 116] | | | | [removed: (57] [added: 284] | | [removed: )] | | [removed: (153] [added: (57] | | ) |

| Derivative cash flow hedges | [removed: (54] [added: (45] | | ) | | [removed: 8] [added: (54] | | [added: )] | | [removed: (75] [added: 8] | | [removed: )] |

| Total other comprehensive earnings/(losses) | [removed: (635] [added: 370] | | [removed: )] | | [removed: 1,149] [added: (635] | | [added: )] | | [removed: (1,149] [added: 1,149] | | [removed: )] |

| Comprehensive earnings | [removed: 2,760] [added: 4,255] | | | | [removed: 3,991] [added: 2,760] | | | | [removed: 496] [added: 3,991] | | |

| less: Comprehensive earnings/(losses) attributable to noncontrolling interests | [removed: 12] [added: 13] | | | | [removed: 42] [added: 12] | | | | [removed: (7] [added: 42] | | [removed: )] |

| Comprehensive earnings attributable to Mondelēz International | $ | [removed: 2,748] [added: 4,242] | | | $ | [removed: 3,949] [added: 2,748] | | | $ | [removed: 503] [added: 3,949] | |

| | [added: 2019 | | | |] 2018 | | | | 2017 | | |

| Cash and cash equivalents | $ | [removed: 1,100] [added: 1,291] | | | $ | [removed: 761] [added: 1,100] | |

| Trade receivables (net of allowances of [removed: $40] [added: $35] at December 31, [removed: 2018] [added: 2019] and [removed: $50] [added: $40] at December 31, [removed: 2017)] [added: 2018)] | [removed: 2,262] [added: 2,212] | | | | [removed: 2,691] [added: 2,262] | | |

| Other receivables (net of allowances of [removed: $47] [added: $44] at December 31, [removed: 2018] [added: 2019] and [removed: $98] [added: $47] at December 31, [removed: 2017)] [added: 2018)] | [removed: 744] [added: 715] | | | | [removed: 835] [added: 744] | | |