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The Hershey CompanyTable of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-K(Mark one) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2017OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934COMMISSION FILE NUMBER 1-16483 Mondelēz International, Inc.(Exact name of registrant as specified in its charter) Virginia 52-2284372(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.)Three Parkway North, Deerfield, Illinois 60015(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: 847-943-4000Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registeredClass A Common Stock, no par value The Nasdaq Global Select Market2.375% Notes due 2021 New York Stock Exchange LLC1.000% Notes due 2022 New York Stock Exchange LLC1.625% Notes due 2023 New York Stock Exchange LLC1.625% Notes due 2027 New York Stock Exchange LLC2.375% Notes due 2035 New York Stock Exchange LLC4.500% Notes due 2035 New York Stock Exchange LLC3.875% Notes due 2045 New York Stock Exchange LLCSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under thoseSections.Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes ☒ No ☐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 thisForm 10-K. ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ (Do not check if a smaller reporting company) Emerging growth company ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒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 onJune 30, 2017, was $63 billion. At February 2, 2018, there were 1,487,328,466 shares of the registrant’s Class A Common Stock outstanding.Documents Incorporated by ReferencePortions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholdersexpected to be held on May 16, 2018 are incorporated by reference into Part III hereof. Table of ContentsMondelēz International, Inc. Page No. Part I – Item 1. Business 2 Item 1A. Risk Factors 9 Item 1B. Unresolved Staff Comments 19 Item 2. Properties 20 Item 3. Legal Proceedings 20 Item 4. Mine Safety Disclosures 20 Part II – Item 5. Market for Registrant’s Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity Securities 21 Item 6. Selected Financial Data 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations: 24 Summary of Results 26 Financial Outlook 26 Discussion and Analysis of Historical Results 29 Critical Accounting Estimates 45 Liquidity and Capital Resources 48 Commodity Trends 49 Off-Balance Sheet Arrangements and Aggregate Contractual Obligations 50 Equity and Dividends 51 Non-GAAP Financial Measures 52 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 59 Item 8. Financial Statements and Supplementary Data: 61 Report of Independent Registered Public Accounting Firm 61 Consolidated Statements of Earningsfor the Years Ended December 31, 2017, 2016 and 2015 63 Consolidated Statements of Comprehensive Earningsfor the Years Ended December 31, 2017, 2016 and 2015 64 Consolidated Balance Sheets as of December 31, 2017 and 2016 65 Consolidated Statements of Equityfor the Years Ended December 31, 2017, 2016 and 2015 66 Consolidated Statements of Cash Flowsfor the Years Ended December 31, 2017, 2016 and 2015 67 Notes to Consolidated Financial Statements 68 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 119 Item 9A. Controls and Procedures 119 Item 9B. Other Information 120 Part III – Item 10. Directors, Executive Officers and Corporate Governance 121 Item 11. Executive Compensation 121 Item 12. Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters 121 Item 13. Certain Relationships and Related Transactions, and Director Independence 121 Item 14. Principal Accountant Fees and Services 121 Part IV – Item 15. Exhibits and Financial Statement Schedules 122 Item 16. Form 10-K Summary 126 Signatures 127 Valuation and Qualifying Accounts S-1 In this report, for all periods presented, “we,” “us,” “our,” “the Company” and “Mondelēz International” refer to Mondelēz International, Inc. andsubsidiaries. References to “Common Stock” refer to our Class A Common Stock. i Table of ContentsForward-Looking StatementsThis report contains a number of forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,”“might,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “likely,” “deliver,” “drive,” “seek,” “aim,” “potential,” “objective,” “project,” “outlook” andsimilar expressions are intended to identify our forward-looking statements, including but not limited to statements about: our future performance,including our future revenue growth and margins; our strategy for growing our people, growing our business and growing our impact; price volatilityand pricing actions; the cost environment and measures to address increased costs; our tax rate, tax positions and estimates of the impact ofU.S. tax reform on our 2017 and future results; market share; the United Kingdom’s planned exit from the European Union and its impact on ourresults; the costs of, timing of expenditures under and completion of our restructuring program; snack category growth, our effect on demand andour market position; consumer snacking behaviors; commodity prices and supply; investments; research, development and innovation; politicaland economic conditions and volatility; currency exchange rates, controls and restrictions; our operations in Venezuela and Argentina; oure-commerce channel strategies; manufacturing and distribution capacity; changes in laws and regulations and regulatory compliance; mattersrelated to the acquisition of a biscuit operation in Vietnam; potential impacts from changing to highly inflationary accounting in selected countries;overhead costs; pension liabilities related to the JDE coffee business transactions; our JDE ownership interest; the financial impact of the KeurigDr Pepper transaction and our investment and governance rights in Keurig Dr Pepper following closing of the transaction; the outcome and effectson us of legal proceedings and government investigations; the estimated value of goodwill and intangible assets; amortization expense forintangible assets; impairment of goodwill and intangible assets and our projections of operating results and other factors that may affect ourimpairment testing; our accounting estimates and judgments and the impact of new accounting pronouncements; pension obligations, expenses,contributions and assumptions; employee benefit plan expenses, obligations and assumptions; compensation expense; sustainability initiatives;the Brazilian indirect tax matter; remediation efforts related to and the financial and other impacts of the malware incident; our liquidity, fundingsources and uses of funding, including our use of commercial paper; interest expense; our risk management program, including the use of financialinstruments and the effectiveness of our hedging activities; working capital; capital expenditures and funding; share repurchases; dividends; long-term value and return on investment for our shareholders; compliance with financial and long-term debt covenants; guarantees; and our contractualobligations.These forward-looking statements involve risks and uncertainties, many of which are beyond our control. Important factors that could cause actualresults to differ materially from those described in our forward-looking statements include, but are not limited to, risks from operating globallyincluding in emerging markets; changes in currency exchange rates, controls and restrictions; continued volatility of commodity and other inputcosts; weakness in economic conditions; weakness in consumer spending; pricing actions; tax matters including changes in tax rates and laws,disagreements with taxing authorities and imposition of new taxes; use of information technology and third party service providers; unanticipateddisruptions to our business, such as the malware incident, cyberattacks or other security breaches; competition; acquisitions and divestitures; therestructuring program and our other transformation initiatives not yielding the anticipated benefits; changes in the assumptions on which therestructuring program is based; protection of our reputation and brand image; management of our workforce; consolidation of retail customers andcompetition with retailer and other economy brands; changes in our relationships with suppliers or customers; legal, regulatory, tax or benefit lawchanges, claims or actions; our ability to innovate and differentiate our products; strategic transactions; the timely and successful closing of theKeurig Dr Pepper transaction and the finalization of the terms of our participation in the transaction; significant changes in valuation factors thatmay adversely affect our impairment testing of goodwill and intangible assets; perceived or actual product quality issues or product recalls; failureto maintain effective internal control over financial reporting; volatility of and access to capital or other markets; pension costs; and our ability toprotect our intellectual property and intangible assets. We disclaim and do not undertake any obligation to update or revise any forward-lookingstatement in this report except as required by applicable law or regulation. 1 Table of ContentsPART IItem 1. Business.GeneralWe are one of the world’s largest snack companies with global net revenues of $25.9 billion and net earnings of $2.9 billion in 2017. Wemanufacture and market delicious snack food and beverage products for consumers in approximately 160 countries around the world. Our portfolioincludes many iconic snack brands including Nabisco, Oreo, LU and belVita biscuits; Cadbury, Milka, Cadbury Dairy Milk and Tobleronechocolate; Trident gum; Halls candy and Tang powdered beverages.We are proud members of the Standard and Poor’s 500, Nasdaq 100 and Dow Jones Sustainability Index. Our Common Stock trades on TheNasdaq Global Select Market under the symbol “MDLZ.” We have been incorporated in the Commonwealth of Virginia since 2000.StrategyWe intend to leverage our core strengths, including our advantaged geographic footprint, market leadership positions and portfolio of iconic brandsand innovation platforms, to grow our people, grow our business and grow our impact. • Grow our People: We strive to inspire our people to engage in challenging and rewarding career experiences and to contribute theirtalent to create a great place to work. We collaborate globally, scale ideas quickly and develop world-class capabilities. Our culture isfast-moving, bold, innovative and accountable, reflecting the traits and skills necessary to thrive in a competitive global marketplace.To support and build on the success of our people in a continually-evolving business environment, we invest in our people and theirdevelopment, foster respect for one another, celebrate diversity and commit to authenticity at every level. We also work to create anenvironment in which our people can demonstrate innovative and courageous leadership to make a difference in every role they play inthe Company. As reflected in our actions and our investments in our people, we value their contributions and celebrate their success. • Grow our Business: We aim to deliver strong, profitable long-term growth by accelerating our core snacks business and expanding thereach of our Power Brands globally. Leveraging our Power Brands (including Oreo, LU and belVita biscuits; Milka, Cadbury Dairy Milkand Toblerone chocolate; Trident gum and Halls candy) and our innovation platforms, we plan to innovate boldly and connect with ourconsumers wherever they are. As consumers seek out foods that have better well-being credentials, we are actively evolving ourportfolio by expanding the well-being brands in our portfolio, enhancing the nutrition and ingredient profile of our Power Brands andinspiring consumers to snack mindfully by providing more portion control treats. We plan to reach consumers in new markets aroundthe world, using both traditional and digital channels. While we already have a strong presence in modern grocery stores, we areincreasing our presence in higher growth non-grocery channels, including e-commerce. To fuel these investments, we have beenworking to optimize our cost structure. These efforts include reinventing our supply chain, including adding and upgrading to moreefficient production lines, while reducing the complexity of our product offerings, ingredients and number of suppliers. We also continueto aggressively manage our overhead costs. We have embedded zero-based budgeting practices across the organization to identifypotential areas of cost reductions and capture and sustain savings within our ongoing operating budgets. Through these actions, we areleveraging our brands, platforms and capabilities to drive long-term value and return on investment for our shareholders. • Grow our Impact: We are focused on helping people snack in balance and enjoy life with products that are safely and sustainablysourced, produced and delivered. We are committed to driving business growth while making positive change in the world. We use ourglobal scale and focus where we can have the greatest impact on people and planet - including communities, safety, sustainability andwell-being snacks. This includes reducing our environmental footprint, empowering farmers in our supply chain and supporting thecommunities where our snacks are sourced, produced and sold. 2 Table of ContentsReportable SegmentsOur operations and management structure are organized into four reportable operating segments: • Latin America • Asia, Middle East, and Africa (“AMEA”) • Europe • North AmericaOn October 1, 2016, we integrated our Eastern Europe, Middle East, and Africa (“EEMEA”) operating segment into our Europe and Asia Pacificoperating 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 combinedwithin our Asia Pacific region to form the AMEA operating segment. We have reflected the segment change as if it had occurred in all periodspresented.We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectivelyand pursue growth opportunities as they arise in our key markets. Our regional management teams have responsibility for the business, productcategories and financial results in the regions.We use segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measureto help investors analyze segment performance and trends. For a definition and reconciliation of segment operating income to consolidated pre-taxearnings as well as other information on our segments, see Note 16, Segment Reporting.Our segment net revenues for each of the last three years were: For the Years Ended December 31, 2017 2016 2015 (in millions) Net revenues: Latin America $3,566 $3,392 $4,988 AMEA 5,739 5,816 6,002 Europe 9,794 9,755 11,672 North America 6,797 6,960 6,974 $25,896 $25,923 $29,636 Our segment operating income for each of the last three years was: For the Years Ended December 31, 2017 2016 2015 (in millions) Segment operating income: Latin America $565 14.5% $271 8.7% $485 14.6% AMEA 516 13.3% 506 16.2% 389 11.7% Europe 1,680 43.3% 1,267 40.6% 1,350 40.5% North America 1,120 28.9% 1,078 34.5% 1,105 33.2% $3,881 100.0% $3,122 100.0% $3,329 100.0% The deconsolidation of our global coffee business in 2015, the deconsolidation of our Venezuela operations beginning with our 2016 results,currency and other items significantly affect the comparability of our consolidated and segment operating results from year to year. Please seeManagement’s Discussion and Analysis of Financial Condition and Results of Operations for a review of our operating results.Our brands span five product categories: • Biscuits (including cookies, crackers and salted snacks) • Chocolate • Gum & candy • Beverages (including coffee through July 2, 2015 and powdered beverages) • Cheese & grocery 3 Table of ContentsDuring 2017, our segments contributed to our net revenues in the following product categories: Percentage of 2017 Net Revenues by Product Category Gum & Cheese & Segment Biscuits Chocolate Candy Beverages Grocery Total Latin America 3.0% 3.4% 3.5% 2.6% 1.3% 13.8% AMEA 6.3% 7.8% 3.5% 2.2% 2.3% 22.1% Europe 11.1% 19.0% 3.0% 0.5% 4.2% 37.8% North America 21.2% 1.1% 4.0% – – 26.3% 41.6% 31.3% 14.0% 5.3% 7.8% 100.0% Within our product categories, the classes of products that contributed 10% or more to consolidated net revenues were: For the Years Ended December 31, 2017 2016 2015 Biscuits - Cookies and crackers 36% 36% 34% Chocolate - Tablets, bars and other 31% 30% 27% Significant Divestitures and AcquisitionsFor information on our significant divestitures and acquisitions, please refer to Note 2, Divestitures and Acquisitions, and specifically, inconnection with our global coffee business deconsolidation, see the discussions under JDE Coffee Business Transactions and Keurig Transaction.CustomersNo single customer accounted for 10% or more of our net revenues from continuing operations in 2017. Our five largest customers accounted for15.6% and our ten largest customers accounted for 21.4% of net revenues from continuing operations in 2017.SeasonalityDemand for our products is generally balanced over the first three quarters of the year and increases in the fourth quarter primarily because ofholidays and other seasonal events. Depending on when Easter falls, Easter holiday sales may shift between the first and second quarter. Webuild inventory based on expected demand and typically fill customer orders within a few days of receipt so the backlog of unfilled orders is notmaterial. Funding for working capital items, including inventory and receivables, is normally sourced from operating cash flows and short-termcommercial paper borrowings. For additional information on our liquidity, working capital management, cash flow and financing activities, seeLiquidity and Capital Resources, Note 1, Summary of Significant Accounting Policies, and Note 7, Debt and Borrowing Arrangements, appearinglater in this 10-K filing.CompetitionWe face competition in all aspects of our business. Competitors include large multinational as well as numerous local and regional companies.Some competitors have different profit objectives and investment time horizons than we do and therefore approach pricing and promotionaldecisions differently. We compete based on product quality, brand recognition and loyalty, service, product innovation, taste, convenience,nutritional value, the ability to identify and satisfy consumer preferences, effectiveness of sales and marketing, routes to market and distributionnetworks, promotional activity and price. Improving our market position or introducing a new product requires substantial research, development,advertising and promotional expenditures. We believe these investments lead to better products for the consumer and support our growth andmarket position. 4 Table of ContentsDistribution and MarketingAcross our segments, we generally sell our products to supermarket chains, wholesalers, supercenters, club stores, mass merchandisers,distributors, convenience stores, gasoline stations, drug stores, value stores and other retail food outlets. We distribute our products through directstore delivery, company-owned and satellite warehouses, distribution centers and other facilities. We use the services of independent sales officesand agents in some of our international locations.Consumers are also increasingly shopping online. And we are building a global e-commerce organization and capabilities to pursue online growthwith partners in key markets around the world, including both pure e-tailers and brick-and-mortar retailers. We continue to invest in both talent andcapabilities. Our e-commerce channel strategies will play a critical role in our ambition to be the best snacking company in the world.We conduct marketing efforts through three principal sets of activities: (i) consumer marketing and advertising including on-air, print, outdoor,digital and social media and other product promotions; (ii) consumer sales incentives such as coupons and rebates; and (iii) trade promotions tosupport price features, displays and other merchandising of our products by our customers.Raw Materials and PackagingWe purchase and use large quantities of commodities, including cocoa, dairy, wheat, palm and other vegetable oils, sugar and other sweeteners,flavoring agents and nuts. In addition, we purchase and use significant quantities of packaging materials to package our products and natural gas,fuels and electricity for our factories and warehouses. We monitor worldwide supply, commodity cost and currency trends so we can cost-effectively secure ingredients, packaging and fuel required for production.A number of external factors such as weather conditions, commodity market conditions, currency fluctuations and the effects of governmentalagricultural or other programs affect the cost and availability of raw materials and agricultural materials used in our products. We address highercommodity costs and currency impacts primarily through hedging, higher pricing and manufacturing and overhead cost control. We use hedgingtechniques to limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge againstcommodity cost changes, and our hedging strategies may not protect us from increases in specific raw material costs.While the costs of our principal raw materials fluctuate, we believe there will continue to be an adequate supply of the raw materials we use andthat they will generally remain available from numerous sources. For additional information on our commodity costs, refer to the CommodityTrends section within Management’s Discussion and Analysis of Financial Condition and Results of Operations.Intellectual PropertyOur intellectual property rights (including trademarks, patents, copyrights, registered designs, proprietary trade secrets, technology and know-how)are material to our business.We own numerous trademarks and patents in many countries around the world. Depending on the country, trademarks remain valid for as long asthey are in use or their registration status is maintained. Trademark registrations generally are for renewable, fixed terms. We also have patents fora number of current and potential products. Our patents cover inventions ranging from basic packaging techniques to processes relating to specificproducts and to the products themselves. Our issued patents extend for varying periods according to the date of patent application filing or grantand the legal term of patents in the various countries where patent protection is obtained. The actual protection afforded by a patent, which canvary from country to country, depends upon the type of patent, the scope of its coverage as determined by the patent office or courts in thecountry, and the availability of legal remedies in the country. While our patent portfolio is material to our business, the loss of one patent or a groupof related patents would not have a material adverse effect on our business. 5 Table of ContentsFrom time to time, we grant third parties licenses to use one or more of our trademarks, patents and/or proprietary trade secrets in connection withthe manufacture, sale or distribution of third party products. Similarly, we sell some products under brands, patents and/or proprietary trade secretswe license from third parties. In our agreement with Kraft Foods Group, Inc. (“Kraft Foods Group,” 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 jurisdictionsfollowing the spin-off of our North American grocery business.Research and DevelopmentWe pursue four objectives in research and development: product safety and quality, growth through new products, superior consumer satisfactionand reduced costs. Our innovation efforts focus on anticipating consumer demands and adapting quickly to changing market trends. Wellnessproducts and healthy snacking are a significant focus of our current research and development initiatives. These initiatives aim to accelerate ourgrowth and margins by addressing consumer needs and market trends and leveraging our global innovation platforms, Power Brands andbreakthrough technologies. In September 2016, we announced our plan to invest $65 million over 2017-2018 to build out and modernize ournetwork of global research and development facilities. We are focusing our technical resources at nine large locations to drive global growth andinnovation. We celebrated the official opening of our Wroclaw Poland Technical Center in 2017. Our global Technical Centers will enable greatereffectiveness, improved efficiency and accelerated project delivery. These locations are in Curitiba, Brazil; Suzhou, China; Thane, India; MexicoCity, Mexico; East Hanover, New Jersey; Wroclaw, Poland; Jurong, Singapore; Bournville, United Kingdom and Reading, United Kingdom.At December 31, 2017, we had approximately 2,450 scientists and engineers, of which 1,900 are primarily focused on research and developmentand the remainder are primarily focused on quality assurance and regulatory affairs. Our research and development expense was $366 million in2017, $376 million in 2016 and $409 million in 2015.RegulationOur food products and ingredients are subject to local, national and multinational regulations related to labeling, health and nutrition claims,packaging, pricing, marketing and advertising, privacy and related areas. In addition, various jurisdictions regulate our operations by licensing andinspecting our manufacturing plants and facilities, enforcing standards for select food products, grading food products, and regulating tradepractices related to the sale and pricing of our food products. Many of the food commodities we use in our operations are subject to governmentagricultural policy and intervention, and the scrutiny of human rights issues in industry supply chains has led to developing regulation in manycountries. These policies have substantial effects on prices and supplies and are subject to periodic governmental and administrative review.Examples of laws and regulations that affect our business include selective food taxes, labeling requirements such as front-of-pack labeling andnutrient profiling, marketing restrictions, potential withdrawal of trade concessions as dispute settlement retaliation and sanctions on sales orsourcing of raw materials. We will continue to monitor developments in laws and regulations. At this time, we do not expect the cost of complyingwith new laws and regulations will be material. Also refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and HighlyInflationary Accounting, for additional information on government regulations and currency-related impacts on our operations in the UnitedKingdom, Argentina and other countries.Environmental RegulationThroughout the countries in which we do business, we are subject to local, national and multinational environmental laws and regulations relating tothe protection of the environment. We have programs across our business units designed to meet applicable environmental compliancerequirements. In the United States, the laws and regulations include the Clean Air Act, the Clean Water Act, the Resource Conservation andRecovery Act and the Comprehensive Environmental Response, Compensation, and Liability Act. Based on information currently available, webelieve that our compliance with environmental laws and regulations will not have a material effect on our financial results. 6 Table of ContentsSustainabilityA key strategic goal for us is to Grow our Impact. Building positive impact for people and our planet is at the core of who we are. We call ourcommitment to drive business growth with positive change in the world Impact For Growth. Many of the challenges facing people and the planetare interrelated. Our core programs and initiatives holistically address both by working to reduce our environmental footprint, empower farmers andsupport the communities where our snacks are sourced. We continue to leverage our global operating scale to secure sustainable raw materialsand work with suppliers to drive meaningful social and environmental changes, focusing on where we can make the most impact. For example, welaunched our Cocoa Life program in 2012 and will continue to invest up to $400 million through 2022 to build a sustainable cocoa supply. We arealso improving sustainability in our wheat supply by working with farmers in North America and through our Harmony program in Europe.Our 2020 sustainability goals aim to place us at the forefront in the fight against climate change with ambitious targets for an end-to-end approachto reduce our carbon footprint, including reducing our absolute CO2 emissions from manufacturing and addressing deforestation in key raw materialsupply chains. We are working to cut our absolute water footprint in manufacturing, focusing on priority sites where water is most scarce. We arealso working to reduce waste in manufacturing and packaging.We have been recognized for our ongoing economic, environmental and social contributions. This year we were again listed on the Dow JonesSustainability Index (“DJSI”) – World and North American Indices. The DJSI selects the top 10% of global companies and top 20% of NorthAmerican companies based on an extensive review of financial and sustainability programs within each industry. We are at the 92nd percentile ofour industry and achieved perfect scores in health and nutrition and environmental reporting.We also participate in the CDP Climate and Water disclosures and continue to work to reduce our carbon and water footprints. We are committedto continue this and other related work in the areas of sustainable resources and agriculture, well-being snacks, community partnerships andsafety of our products and people.EmployeesWe employed through our consolidated subsidiaries approximately 83,000 people worldwide at December 31, 2017 and approximately 90,000 atDecember 31, 2016. Employees represented by labor unions or workers’ councils represent approximately 64% of our 71,000 employees outsidethe United States and approximately 28% of our 12,000 U.S. employees. Our business units are subject to various local, national and multinationallaws and regulations relating to their relationships with their employees. In accordance with European Union requirements, we also haveestablished a European Workers Council composed of management and elected members of our workforce. We or our subsidiaries are a party tonumerous collective bargaining agreements and we work to renegotiate these collective bargaining agreements on satisfactory terms when theyexpire.International OperationsBased on where we sell our products, we generated 75.8% of our 2017 net revenues, 75.6% of our 2016 net revenues and 78.7% of our 2015 netrevenues from continuing operations outside the United States. We sell our products to consumers in approximately 160 countries. AtDecember 31, 2017, we had operations in more than 80 countries and made our products at approximately 140 manufacturing and processingfacilities in 51 countries. Refer to Note 16, Segment Reporting, for additional information on our U.S. and non-U.S. operations. Refer to Item 2,Properties, for more information on our manufacturing and other facilities. Also, for a discussion of risks related to our operations outside theUnited States, see Item 1A, Risk Factors. 7 Table of ContentsExecutive Officers of the RegistrantThe following are our executive officers as of February 9, 2018: Name Age Title Dirk Van de Put 57 Chief Executive Officer Brian T. Gladden 52 Executive Vice President and Chief Financial Officer Maurizio Brusadelli 49 Executive Vice President and President, Asia, Middle East and Africa Timothy P. Cofer 49 Executive Vice President and Chief Growth Officer Robin S. Hargrove 52 Executive Vice President, Research, Development, Quality and Innovation Alejandro R. Lorenzo 46 Executive Vice President and President, Latin America Karen J. May 59 Executive Vice President, Human Resources Daniel P. Myers 62 Executive Vice President, Integrated Supply Chain Gerhard W. Pleuhs 61 Executive Vice President and General Counsel Henry Glendon (Glen) Walter IV 49 Executive Vice President and President, North America Hubert Weber 55 Executive Vice President and President, Europe Mr. Van de Put became Chief Executive Officer and a director in November 2017. He formerly served as President and Chief Executive Officer ofMcCain Foods Limited, a multinational frozen food provider, from July 2011 to November 2017 and as its Chief Operating Officer from May 2010 toJuly 2011. Mr. Van de Put served as President and Chief Executive Officer, Global Over-the-Counter, Consumer Health Division of Novartis AG, aglobal healthcare company, from 2009 to 2010. Prior to that, he worked for 24 years in a variety of leadership positions for several global food andbeverage providers, including Danone SA, The Coca-Cola Company and Mars, Incorporated.Mr. Gladden became Executive Vice President and Chief Financial Officer in December 2014. He joined Mondelēz International in October 2014.Prior to that, he served as Senior Vice President and Chief Financial Officer of Dell Inc., a provider of technology products and services, fromJune 2008 to February 2014, and as President and Chief Executive Officer of SABIC Innovative Plastics, a manufacturer of industrial plastics,from August 2007 to May 2008. Mr. Gladden spent 19 years at the General Electric Company, a multinational conglomerate, in a variety of keyleadership positions, including Vice President and General Manager, Resin Business and Chief Financial Officer, GE Plastics.Mr. Brusadelli became Executive Vice President and President, Asia Pacific in January 2016 and Executive Vice President and President, Asia,Middle East and Africa in October 2016. He previously served as President Biscuits Business, South East Asia, Japan and Sales Asia Pacificfrom September 2015 to December 2015, President Markets and Sales Asia Pacific from September 2014 to September 2015 and PresidentUnited Kingdom and Ireland from September 2012 to August 2014. Prior to that, Mr. Brusadelli held various positions of increasing responsibility.Mr. Brusadelli joined Mondelēz International in 1993.Mr. Cofer became Executive Vice President and Chief Growth Officer in January 2016 and served as Interim President, North America from Aprilto November 2017. Mr. Cofer served as Executive Vice President and President, Asia Pacific and EEMEA from September 2013 to December2015 and Executive Vice President and President, Europe from August 2011 to September 2013. Prior to that, Mr. Cofer held various positions ofincreasing responsibility. Mr. Cofer joined Mondelēz International in 1992.Mr. Hargrove became Executive Vice President, Research, Development, Quality and Innovation in April 2015. Prior to that, he served as SeniorVice President, Research, Development & Quality for Mondelēz Europe from January 2013 to March 2015. Before joining Mondelēz International,Mr. Hargrove worked at PepsiCo, Inc., a global food and beverage company, for 19 years in a variety of leadership positions, most recently asSenior Vice President, Research and Development, Europe from December 2006 to December 2012.Mr. Lorenzo became Executive Vice President and President, Latin America in January 2017. Prior to that, he served as President, GlobalBiscuits Category from January 2015 to December 2016 and President, Brazil from September 2012 to December 2014. Prior to that, Mr. Lorenzoheld various positions of increasing responsibility. Mr. Lorenzo joined Mondelēz International in 2003. 8 Table of ContentsMs. May became Executive Vice President, Human Resources in October 2005. Prior to that, she was Corporate Vice President, HumanResources for Baxter International Inc., a healthcare company, from February 2001 to September 2005.Mr. Myers became Executive Vice President, Integrated Supply Chain in September 2011. Prior to that, he worked for Procter & Gamble, aconsumer products company, for 33 years in a variety of leadership positions, most recently serving as Vice President, Product Supply for P&G’sGlobal Hair Care business from September 2007 to August 2011.Mr. Pleuhs became Executive Vice President and General Counsel in April 2012. In this role, Mr. Pleuhs oversees the legal, compliance, security,corporate and governance affairs functions within Mondelēz International. He has served in various positions of increasing responsibility sincejoining Mondelēz International in 1990. Mr. Pleuhs has a law degree from the University of Kiel, Germany and is licensed to practice law inGermany and admitted as house counsel in Illinois.Mr. Walter became Executive Vice President and President, North America in November 2017. Before joining Mondelēz International, Mr. Walterworked at The Coca-Cola Company, a global beverage company, in a variety of leadership positions, most recently as Chief Executive Officer ofCoca-Cola Industries China from February 2014 to October 2017 and President and Chief Operating Officer of Cola-Cola Refreshments in NorthAmerica from January 2013 to February 2014.Mr. Weber became Executive Vice President and President Europe in September 2013. He served as President of the European and GlobalCoffee category from September 2010 to September 2013. Prior to that, Mr. Weber held various positions of increasing responsibility. He joinedMondelēz International in 1988.Ethics and GovernanceWe adopted the Mondelēz International Code of Conduct, which qualifies as a code of ethics under Item 406 of Regulation S-K. The code appliesto all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and personsperforming similar functions. Our code of ethics is available free of charge on our web site at www.mondelezinternational.com and will be providedfree of charge to any shareholder submitting a written request to: Corporate Secretary, Mondelēz International, Inc., Three Parkway North,Deerfield, IL 60015. We will disclose any waiver we grant to an executive officer or director under our code of ethics, or certain amendments to thecode of ethics, on our web site at www.mondelezinternational.com.In addition, we adopted Corporate Governance Guidelines, charters for each of the Board’s four standing committees and the Code of BusinessConduct and Ethics for Non-Employee Directors. All of these materials are available on our web site at www.mondelezinternational.com and will beprovided free of charge to any shareholder requesting a copy by writing to: Corporate Secretary, Mondelēz International, Inc., Three ParkwayNorth, Deerfield, IL 60015.Available InformationOur Internet address is www.mondelezinternational.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports onForm 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), are available free of charge as soon as possible after we electronically file them with, or furnish them to, the U.S.Securities and Exchange Commission (the “SEC”). You can access our filings with the SEC by visiting www.mondelezinternational.com. Theinformation on our web site is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filingswe make with the SEC.Item 1A. Risk Factors.You should read the following risk factors carefully when evaluating our business and the forward-looking information contained in this AnnualReport on Form 10-K. Any of the following risks could materially and adversely affect our business, operating results, financial condition and theactual outcome of matters described in this Annual Report on Form 10-K. While we believe we have identified and discussed below the key riskfactors affecting our business, there may be additional risks and uncertainties that we do not presently know or that we do not currently believe tobe significant that may adversely affect our business, performance or financial condition in the future. 9 Table of ContentsWe operate in a highly competitive industry.The food and snacking industry is highly competitive. Our principal competitors include major international food, snack and beverage companiesthat operate in multiple geographic areas and numerous local and regional companies. If we do not effectively respond to challenges from ourcompetitors, our business could be adversely affected.Competitor and customer pressures may require that we reduce our prices. These pressures may also restrict our ability to increase prices inresponse to commodity and other cost increases. Failure to effectively and timely assess, change and set proper pricing or effective tradeincentives may negatively impact our operating results and achievement of our strategic and financial goals. The rapid emergence of newdistribution channels, such as e-commerce, may create consumer price deflation, affecting our retail customer relationships and presentingadditional challenges to increasing prices in response to commodity or other cost increases. We may need to increase or reallocate spending onmarketing, advertising, new product innovation, and existing and new distribution channels to protect or increase market share. Theseexpenditures might not result in trade and consumer acceptance of our efforts. If we reduce prices or our costs increase but we cannot increasesales volumes to offset those changes, then our financial condition and results of operations will suffer.In addition, like other companies in our industry, we are under pressure to continue to improve the efficiency of our overall cost structure. We arepursuing a transformation agenda with the goals of focusing our portfolio, improving our cost structure and operating model, and accelerating ourgrowth. If we do not achieve these objectives or do not implement transformation in a way that minimizes disruptions to our business, our financialcondition and results of operations could be materially and adversely affected.Maintaining and enhancing our reputation and brand image is essential to our business success.Our success depends on our ability to maintain and enhance our brand quality and image, extend our brands into new geographies and to newdistribution platforms, including e-commerce, and expand our brand image with new and renewed product offerings.We seek to enhance our brand image through product renovation, innovation and marketing investments, including advertising and consumerpromotions. Failure to effectively address the continuing global focus on well-being, changing consumer perceptions of certain ingredients,nutritional expectations of our products, and increased attention from the media, shareholders, activists and other stakeholders on the role of foodmarketing could adversely affect our brand image. Undue caution or inaction on our part in addressing these challenges and trends could weakenour competitive position. Such pressures could also lead to stricter regulations and increased focus on food and snacking marketing practices.Increased legal or regulatory restrictions on our advertising, consumer promotions and labeling, or our response to those restrictions, could limitour efforts to maintain, extend and expand our brands. Moreover, adverse publicity or regulatory or legal action against us on product quality andsafety, where we manufacture our products, or environmental risks or human and workplace rights across our supply chain could damage ourreputation and brand image. Such actions could undermine our customers’ confidence and reduce demand for our products, even if the regulatoryor legal action is unfounded or these matters are immaterial to our operations. Our product sponsorship relationships could also subject us tonegative publicity.In addition, our success in maintaining and enhancing our brand image depends on our ability to anticipate change and adapt to a rapidly changingmarketing and media environment, including our increasing reliance on social media and online dissemination of marketing and advertisingcampaigns. A variety of legal and regulatory restrictions limit how and to whom we market our products. These restrictions may limit our brandrenovation, innovation and promotion plans, particularly as social media and the communications environment continue to evolve. Negative postsor comments about us or our brands on social media or web sites (whether factual or not) or security breaches related to use of our social mediaand failure to respond effectively to these posts, comments or activities could seriously damage our reputation and brand image across thevarious regions in which we operate. In addition, we might fail to invest sufficiently in maintaining, extending and expanding our brands, ourmarketing efforts might not achieve desired results and we might be required to recognize impairment charges on our brands or related intangibleassets or goodwill. Furthermore, third parties may sell counterfeit or spurious versions of our products that are inferior or pose safety risks. Ifconsumers confuse these counterfeit products for our products or have a bad experience with the counterfeit brand, they might refrain frompurchasing our brands in the future, which could harm our brand image and sales. If we do not successfully maintain and enhance our reputationand brand image, then our brands, product sales, financial condition and results of operations could be materially and adversely affected. 10 Table of ContentsWe are subject to risks from operating globally.We are a global company and generated 75.8% of our 2017 net revenues, 75.6% of our 2016 net revenues and 78.7% of our 2015 net revenuesoutside the United States. We manufacture and market our products in approximately 160 countries and have operations in more than 80countries. Therefore, we are subject to risks inherent in global operations. Those risks include: • compliance with U.S. laws affecting operations outside of the United States, including anti-bribery laws such as the Foreign CorruptPractices Act (“FCPA”); • compliance with antitrust and competition laws, trade laws, data privacy laws, anti-bribery laws, and a variety of other local, nationaland 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, Turkey, Egypt, Nigeria, Ukraine and South Africa as well as in developed markets such as the United Kingdom and othercountries within the European Union; • the imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our sales or key commodities like cocoa,potential changes in U.S. trade programs and trade relations with other countries, or regulations, taxes or policies that might negativelyaffect our sales; • changes in capital controls, including currency exchange controls, government currency policies such as demonetization in India orother limits on our ability to import raw materials or finished product into various countries or repatriate cash from outside the UnitedStates; • increased sovereign risk, such as default by or deterioration in the economies and credit ratings of governments, particularly in ourLatin America and AMEA regions; • changes in local regulations and laws, the uncertainty of enforcement of remedies in non-U.S. jurisdictions, and foreign ownershiprestrictions and the potential for nationalization or expropriation of property or other resources; • varying abilities to enforce intellectual property and contractual rights; • discriminatory or conflicting fiscal policies; • greater risk of uncollectible accounts and longer collection cycles; and • design, implementation and use of effective control environment processes across our diverse operations and employee base.In addition, political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war,travel or immigration restrictions, public corruption, expropriation and other economic or political uncertainties could interrupt and negatively affectour business operations or customer demand. High unemployment or the slowdown in economic growth in some markets could constrainconsumer spending. Declining consumer purchasing power could result in loss of market share and adversely impact our profitability. Continuedinstability in the banking and governmental sectors of certain countries or the dynamics and uncertainties associated with the United Kingdom’splanned exit from the European Union (“Brexit”), including currency exchange rate fluctuations and volatility in global stock markets, could have anegative effect on our business. All of these factors could result in increased costs or decreased revenues, and could materially and adverselyaffect our product sales, financial condition, results of operations, and our relationships with customers, suppliers and employees in the short orlong term.Tax matters, including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes, couldadversely impact our results of operations and financial condition.In December 2017, the United States enacted tax reform legislation (“U.S. tax reform”). The legislation implements many new U.S. domestic andinternational tax provisions. Many aspects of the U.S. tax reform are unclear, and although additional clarifying guidance is expected to be issuedin the future (by the Internal Revenue Service (“IRS”), the U.S. Treasury Department or via a technical correction law change), it may not beclarified for some time. In addition, many U.S. states have not yet updated their laws to take into account the new federal legislation. As a result,we have not yet been able to determine the full impact of the new laws on our results of operations and financial condition. It is possible that U.S.tax reform, or interpretations under it, could change and could have an adverse effect on us, and such effect could be material. 11 Table of ContentsIn addition, foreign jurisdictions may also enact tax legislation that could significantly affect our ongoing operations. For example, foreign taxauthorities could impose rate changes along with additional corporate tax provisions that would disallow or tax perceived base erosion or profitshifting. Aspects of U.S. tax reform may lead foreign jurisdictions to respond by enacting additional tax legislation that is unfavorable to us.Adverse changes in the underlying profitability or financial outlook of our operations in several jurisdictions could lead to changes in the realizabilityof our deferred tax assets and result in a charge to our income tax provision. Additionally, changes in tax laws in the U.S. or in other countrieswhere we have significant operations could materially affect deferred tax assets and liabilities and our income tax provision.We are also subject to tax audits by governmental authorities. Although we believe our tax estimates are reasonable, if a taxing authoritydisagrees with the positions we have taken, we could face additional tax liabilities, including interest and penalties. Unexpected results from one ormore such tax audits could significantly adversely affect our income tax provision and our results of operations.Our operations in certain emerging markets expose us to political, economic and regulatory risks.Our growth strategy depends in part on our ability to expand our operations in emerging markets, including among others Brazil, China, India,Mexico, Russia, Argentina, Ukraine, the Middle East, Africa and Southeast Asia. However, some emerging markets have greater political,economic and currency volatility and greater vulnerability to infrastructure and labor disruptions than more established markets. In many countries,particularly those with emerging economies, engaging in business practices prohibited by laws and regulations with extraterritorial reach, such asthe FCPA and the U.K. Bribery Act, or local anti-bribery laws may be more common. These laws generally prohibit companies and theiremployees, contractors or agents from making improper payments to government officials, including in connection with obtaining permits orengaging in other actions necessary to do business. Failure to comply with these laws could subject us to civil and criminal penalties that couldmaterially and adversely affect our reputation, financial condition and results of operations.In addition, competition in emerging markets is increasing as our competitors grow their global operations and low cost local manufacturersimprove and expand their production capacities. Our success in emerging markets is critical to achieving our growth strategy. If we cannotsuccessfully increase our business in emerging markets and manage associated political, economic and regulatory risks, our product sales,financial condition and results of operations could be adversely affected, such as occurred when we deconsolidated and changed to the costmethod of accounting for our Venezuelan operations at the close of 2015 or any potential impact on our business in Venezuela from futureeconomic or political developments.Our use of information technology and third party service providers exposes us to cybersecurity breaches and other businessdisruptions that could adversely affect us.We use information technology and third party service providers to support our global business processes and activities, including supportingcritical business operations; communicating with our suppliers, customers and employees; maintaining effective accounting processes andfinancial and disclosure controls; engaging in mergers and acquisitions and other corporate transactions; conducting research and developmentactivities; meeting regulatory, legal and tax requirements; and executing various digital marketing and consumer promotion activities. Globalshared service centers managed by third parties provide an increasing amount of services to conduct our business, including a number ofaccounting, internal control, human resources and computing functions. 12 Table of ContentsContinuity of business applications and services has been, and may in the future be, disrupted by events such as infection by viruses or malware,like the global malware incident in June 2017 that affected a significant portion of our global sales, distribution and financial networks (the “malwareincident”) (see Management’s Discussion and Analysis of Financial Condition and Results of Operations – Malware Incident); other cybersecurityattacks; issues with or errors in systems’ maintenance or security; migration of applications to the cloud; power outages; hardware or softwarefailures; denial of service; telecommunication failures; natural disasters; terrorist attacks; and other catastrophic occurrences. Further,cybersecurity breaches of our or third party systems, whether from circumvention of security systems, denial-of-service attacks or othercyberattacks, hacking, phishing attacks, computer viruses, ransomware or malware, employee or insider error, malfeasance, social engineering,physical breaches or other actions may cause confidential information belonging to us or our employees, customers, consumers, partners,suppliers, or governmental or regulatory authorities to be misused or breached. When risks such as these materialize, the need for us tocoordinate with various third party service providers and for third party service providers to coordinate amongst themselves might make it morechallenging to resolve the related issues. Additionally, if new initiatives, such as those related to e-commerce and direct sales, increase theamount of confidential information that we process and maintain, this could increase our potential exposure to a cybersecurity breach. If ourcontrols, disaster recovery and business continuity plans or those of our third party providers do not effectively respond to or resolve the issuesrelated to any such disruptions in a timely manner, our product sales, financial condition and results of operations may be materially and adverselyaffected, and we might experience delays in reporting our financial results, loss of intellectual property and damage to our reputation or brands.We continue to devote focused resources to network security, backup and disaster recovery, enhanced training and other security measures toprotect our systems and data; we are also in the process of enhancing the monitoring and detection of threats in our environment. However,security measures cannot provide absolute security or guarantee that we will be successful in preventing or responding to every breach ordisruption on a timely basis. In addition, due to the constantly evolving nature of security threats, we cannot predict the form and impact of anyfuture incident, and the cost and operational expense of implementing, maintaining and enhancing protective measures to guard againstincreasingly complex and sophisticated cyber threats could increase significantly.We regularly move data across national borders to conduct our operations and consequently are subject to a variety of continuously evolving anddeveloping laws and regulations in numerous jurisdictions regarding privacy, data protection and data security, including those related to thecollection, storage, handling, use, disclosure, transfer and security of personal data. Privacy and data protection laws may be interpreted andapplied differently from country to country and may create inconsistent or conflicting requirements. The European Union’s General Data ProtectionRegulation (“GDPR”), which greatly increases the jurisdictional reach of European Union law and becomes effective in May 2018, adds a broadarray of requirements for handling personal data including the public disclosure of significant data breaches, and imposes substantial penalties fornon-compliance of up to the greater of €20 million or 4% of global annual revenue for the preceding financial year. Our efforts to comply with GDPRand other privacy and data protection laws may impose significant costs and challenges that are likely to increase over time, and we could incursubstantial penalties or litigation related to violation of existing or future data privacy laws and regulations.Unanticipated business disruptions could adversely affect our ability to provide our products to our customers.We manufacture and source products and materials on a global scale. We utilize an integrated supply chain – a complex network of suppliers andmaterial needs, owned manufacturing locations, co-manufacturing locations, distribution networks, shared service delivery centers and informationsystems that support our ability to provide our products to our customers consistently. Factors that are hard to predict or beyond our control, likeweather (including any potential effects of climate change), natural disasters, supply and commodity shortages, fire, explosions, terrorism, politicalunrest, cybersecurity breaches, generalized labor unrest or health pandemics could damage or disrupt our operations or our suppliers’ orco-manufacturers’ operations. If we do not effectively respond to disruptions in our operations, for example, by finding alternative suppliers orreplacing capacity at key or sole manufacturing or distribution locations, or cannot quickly repair damage to our information, production or supplysystems, we may be late in delivering or unable to deliver products to our customers such as occurred in connection with the malware incident(see Management’s Discussion and Analysis of Financial Condition and Results of Operations – Malware Incident), and the quality and safety ofour products might be negatively affected. If a material or extended disruption occurs, we may lose our customers’ or business partners’confidence or suffer damage to our reputation, and long-term consumer demand for our products could decline. In addition, we might not have thefunctions, processes or organizational capability necessary to achieve on our anticipated timeframes our strategic ambition to reconfigure oursupply chain and drive efficiencies to fuel growth. Further, our ability to supply 13 Table of Contentsmultiple markets with a streamlined manufacturing footprint may be negatively impacted by portfolio complexity, significant changes in tradepolicies, changes in volume produced and changes to regulatory restrictions or labor-related constraints on our ability to adjust production capacityin the markets in which we operate. These events could materially and adversely affect our product sales, financial condition and results ofoperations.We are subject to currency exchange rate fluctuations.At December 31, 2017, we sold our products in approximately 160 countries and had operations in more than 80 countries. Consequently, asignificant portion of our business is exposed to currency exchange rate fluctuations. Our financial results and capital ratios are sensitive tomovements in currency exchange rates because a large portion of our assets, liabilities, revenue and expenses must be translated into U.S.dollars for reporting purposes or converted into U.S. dollars to service obligations such as our U.S. dollar-denominated indebtedness and to paydividends to our shareholders. In addition, movements in currency exchange rates can affect transaction costs because we source productingredients from various countries. We seek to mitigate our exposure to exchange rate fluctuations, primarily on cross-currency transactions, butour efforts may not be successful. Accordingly, changes in the currency exchange rates that we use to translate our results into U.S. dollars forfinancial reporting purposes or for transactions involving multiple currencies could materially and adversely affect our financial condition andresults of operations.Commodity and other input prices are volatile and may increase or decrease significantly or availability of commodities may becomeconstrained.We purchase and use large quantities of commodities, including cocoa, dairy, wheat, palm and other vegetable oils, sugar and other sweeteners,flavoring agents and nuts. In addition, we purchase and use significant quantities of packaging materials to package our products and natural gas,fuels and electricity for our factories and warehouses. Prices for these raw materials, other supplies and energy are volatile and can fluctuate dueto conditions that are difficult to predict. These conditions include global competition for resources, currency fluctuations, political conditions,severe weather, the potential longer-term consequences of climate change on agricultural productivity, crop disease or pests, water risk, healthpandemics, consumer or industrial demand, and changes in governmental trade, alternative energy and agricultural programs. Increasing focus onclimate change, deforestation, water, plastic waste, animal welfare and human rights concerns and other risks associated with the global foodsystem may lead to increased government intervention and consumer or activist responses, and could adversely affect our or our suppliers’reputation and business and our ability to procure the materials we need to operate our business. Many of the commodities we purchase are grownby smallholder farmers, and they might lack the capacity to invest to increase productivity or adapt to changing conditions. Although we monitorour exposure to commodity prices and hedge against input price increases, we cannot fully hedge against changes in commodity costs, and ourhedging strategies may not protect us from increases in specific raw material costs. Continued volatility in the prices of commodities and othersupplies we purchase or changes in the types of commodities we purchase as we continue to evolve our product and packaging portfolio couldincrease or decrease the costs of our products, and our profitability could suffer as a result. Moreover, increases in the price of our products,including increases to cover higher input costs, may result in lower sales volumes, while decreases in input costs could require us to lower ourprices and thereby affect our revenues, profits or margins. Likewise, constraints in the supply of key commodities may limit our ability to grow ournet revenues and earnings. If our mitigation activities are not effective, if we are unable to price to cover increased costs or must reduce ourprices, or if we are limited by supply constraints, our financial condition and results of operations could be materially adversely affected.Complying with changes in and inconsistencies among laws and regulations in many countries in which we operate could increase ourcosts.Our activities throughout the world are highly regulated and subject to government oversight. Various laws and regulations govern food production,packaging, storage, distribution, sales, advertising, labeling and marketing, as well as licensing, trade, labor, tax and environmental matters, andhealth and safety practices. Government authorities regularly change laws and regulations as well as their interpretations. Our compliance withnew or revised laws and regulations or the interpretation and application of existing laws and regulations could materially and adversely affect ourproduct sales, financial condition and results of operations. For instance, our financial condition and results of operations could be negativelyaffected by the regulatory and economic impact of changes in taxation and trade relations among the United States and other countries, includingany changes to or repeal of the North American Free Trade Agreement, or changes in the European Union such as Brexit. 14 Table of ContentsWe may be unable to hire or retain and develop key personnel or a highly skilled and diverse global workforce or manage changes inour workforce.We must hire, retain and develop effective leaders and a highly skilled and diverse global workforce. We compete to hire new personnel with avariety of capabilities in the many countries in which we manufacture and market our products and then to develop and retain their skills andcompetencies. Unplanned turnover, failure to attract and develop personnel with key emerging capabilities such as e-commerce and digitalmarketing skills, or failure to develop adequate succession plans for leadership positions or to hire and retain a diverse global workforce with theskills and in the locations we need to operate and grow our business could deplete our institutional knowledge base and erode ourcompetitiveness. Changes in immigration laws and policies could also make it more difficult for us to recruit or relocate skilled employees.We also face increased personnel-related risks in connection with implementing the changes in our transformation agenda related to our operatingmodel and business processes, including building a global shared services capability and reconfiguring our supply chain. These risks could lead tooperational challenges, including increased competition for employees with the skills we require to achieve our business goals; higher employeeturnover, including of employees with key capabilities; and challenges in developing the capabilities necessary to build and effectively execute ashared services function and transform our business processes. Furthermore, we might be unable to manage appropriately changes in, or thataffect, our workforce or satisfy the legal requirements associated with how we manage and compensate our employees. This includes ourmanagement of employees represented by labor unions or workers’ councils, who represent approximately 64% of our 71,000 employees outsidethe United States and approximately 28% of our 12,000 U.S. employees. Strikes, work stoppages or other forms of labor unrest by our employeesor those of our suppliers or distributors, or situations like the renegotiation of collective bargaining agreements that expired in February 2016 andthat cover eight U.S. facilities, could cause disruptions to our supply chain, manufacturing or distribution processes.These risks could materially and adversely affect our reputation, ability to meet the needs of our customers, product sales, financial condition andresults of operations.Our retail customers are consolidating and we must leverage our value proposition in order to compete against retailer and othereconomy brands.Retail customers, such as supermarkets, warehouse clubs and food distributors in the European Union, the United States and other majormarkets, continue to consolidate, form buying alliances or be acquired by new entrants in the food retail market, resulting in fewer, largercustomers. Large retail customers and customer alliances can delist our products or reduce the shelf space allotted to our products and demandlower pricing, increased promotional programs or longer payment terms. Retail customers might also adopt these tactics in their dealings with us inresponse to the significant growth in online retailing for consumer products, which is outpacing the growth of traditional retail channels. In addition,larger retail customers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market theirown retailer and other economy brands that compete with some of our products. Our products must provide higher quality or value to ourconsumers than the less expensive alternatives, particularly during periods of economic uncertainty. Consumers may not buy our products ifconsumers perceive little difference between the quality or value of our products and those of retailer or other economy brands. If consumersswitch to purchasing or otherwise prefer the retailer or other economy brands, then we could lose market share or sales volumes, or we may needto shift our product mix to lower margin offerings.Retail consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance will have acorresponding material adverse effect on us. For example, if our customers cannot access sufficient funds or financing, then they may delay,decrease or cancel purchases of our products, or delay or fail to pay us for previous purchases.If we do not effectively respond to retail consolidation, increasing retail power and competition from retailer and other economy brands, ourreputation, brands, product sales, financial condition and results of operations could be materially and adversely affected. 15 Table of ContentsWe are subject to changes in our relationships with significant customers or suppliers.During 2017, our five largest customers accounted for 15.6% of our net revenues. There can be no assurance that our customers will continue topurchase our products in the same mix or quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue todemand lower pricing and develop their own brands. The loss of or disruptions related to significant customers could result in a material reductionin sales or change in the mix of products we sell to a significant customer. This could materially and adversely affect our product sales, financialcondition and results of operations.Additionally, disputes with significant suppliers, including disputes related to pricing or performance, could adversely affect our ability to supplyproducts to our customers or operate our business and could materially and adversely affect our product sales, financial condition and results ofoperations.We may decide or be required to recall products or be subjected to product liability claims.We could decide, or laws or regulations could require us, to recall products due to suspected or confirmed deliberate or unintentional productcontamination including contamination of ingredients we use in our products that third parties supply, spoilage or other adulteration, productmislabeling or product tampering. In addition, if another company recalls or experiences negative publicity related to a product in a category inwhich we compete, consumers might reduce their overall consumption of products in this category. Any of these events could materially andadversely affect our reputation, brands, product sales, financial condition and results of operations.We may also suffer losses if our products or operations or those of our suppliers violate applicable laws or regulations, or if our or our suppliers’products cause injury, illness or death. In addition, our marketing could face claims of false or deceptive advertising or other criticism. Asignificant product liability or other legal judgment against us, a related regulatory enforcement action, a widespread product recall or attempts tomanipulate us based on threats related to the safety of our products could materially and adversely affect our reputation and profitability.Moreover, even if a product liability, consumer fraud or other claim is unsuccessful, has no merit or is not pursued, the negative publicitysurrounding assertions against our products or processes could materially and adversely affect our reputation, brands, product sales, productinventory, financial condition and results of operations.We could be subject to legal or tax claims or other regulatory enforcement actions.We are a large snack food company operating in highly regulated environments and constantly evolving legal, tax and regulatory frameworksaround the world. Consequently, we are subject to greater risk of litigation, legal or tax claims, or other regulatory enforcement actions. There canbe no assurance that our employees, contractors or agents will not violate policies and procedures we have implemented to promote compliancewith existing laws and regulations. Moreover, a failure to maintain effective control environment processes, including in connection with thedevelopment of our global shared services capability, could lead to violations, unintentional or otherwise, of laws and regulations. Litigation, legalor tax claims, or regulatory enforcement actions arising out of our failure or alleged failure to comply with applicable laws, regulations or controls,could subject us to civil and criminal penalties that could materially and adversely affect our reputation, product sales, financial condition andresults of operations.We must correctly predict, identify and interpret changes in consumer preferences and demand and offer new and improved productsthat meet those changes.Consumer preferences for food and snacking products change continually. Our success depends on our ability to predict, identify and interpret thetastes, dietary habits, packaging, sales channel and other preferences of consumers around the world and to offer products that appeal to thesepreferences. Moreover, weak economic conditions, recession, equity market volatility or other factors, such as severe weather events, couldaffect consumer preferences and demand. If we do not offer products that appeal to consumers or if we misjudge consumer demand for ourproducts, our sales and market share will decrease and our profitability could suffer. 16 Table of ContentsWe must distinguish between short-term fads and trends and long-term changes in consumer preferences. If we do not accurately predict whichshifts in consumer preferences or category trends will be long-term, or if we fail to introduce new and improved products to satisfy those changingpreferences, our sales could decline. In addition, because of our varied and geographically diverse consumer base, we must offer an array ofproducts that satisfy the broad spectrum of consumer preferences. If we fail to expand our product offerings successfully across productcategories, or if we do not rapidly develop products in faster growing and more profitable categories, demand for our products could decrease andour profitability could suffer.Prolonged negative perceptions concerning the health, environmental and social implications of certain food products and ingredients couldinfluence consumer preferences and acceptance of some of our products and marketing programs. For example, consumers have increasinglyfocused on well-being, including reducing sodium and added sugar consumption. Developing more well-being products and contemporizing ourbrands by refining their ingredient and nutrition profiles are critical to our growth. In addition, consumer preferences differ by region, and we mustmonitor and adjust our use of ingredients to respond to these regional preferences. We might be unsuccessful in our efforts to effectively respondto changing consumer preferences and social expectations. Continued negative perceptions and failure to satisfy consumer preferences couldmaterially and adversely affect our reputation, product sales, financial condition and results of operations.We may not successfully identify, complete or manage strategic transactions.We regularly evaluate a variety of potential strategic transactions, including acquisitions, divestitures, joint ventures, equity method investmentsand other strategic alliances that could further our strategic business objectives. We may not successfully identify, complete or manage the riskspresented by these strategic transactions. Our success depends, in part, upon our ability to identify suitable transactions; negotiate favorablecontractual terms; comply with applicable regulations and receive necessary consents, clearances and approvals (including regulatory andantitrust clearances and approvals); integrate or separate businesses; realize the full extent of the benefits, cost savings or synergies presentedby strategic transactions; effectively implement control environment processes with employees joining us as a result of a transaction; minimizeadverse effects on existing business relationships with suppliers and customers; achieve accurate estimates of fair value; minimize potential lossof customers or key employees; and minimize indemnities and potential disputes with buyers, sellers and strategic partners. In addition, executionor oversight of strategic transactions may result in the diversion of management attention from our existing business and may present financial,managerial and operational risks.With respect to acquisitions and joint ventures in particular, we are also exposed to potential risks based on our ability to conform standards,controls, policies and procedures, and business cultures; consolidate and streamline operations and infrastructures; identify and eliminate, asappropriate, redundant and underperforming operations and assets; manage inefficiencies associated with the integration of operations; andcoordinate timely and ongoing compliance with antitrust and competition laws in the United States, the European Union and other jurisdictions.Joint ventures and similar strategic alliances pose additional risks, as we share ownership and in some cases management responsibilities withone or more other parties whose objectives for the alliance may diverge from ours over time, who may not have the same priorities, strategies orresources as we do, or whose interpretation of applicable policies may differ from our own. Transactions or ventures into which we enter might notmeet our financial and non-financial control and compliance expectations or yield the anticipated benefits. Depending on the nature of the businessventures, including whether they operate globally, these ventures could also be subject to many of the same risks we are, including political,economic, regulatory and compliance risks, currency exchange rate fluctuations, and volatility of commodity and other input prices. Either partnermight fail to recognize an alliance relationship that could expose the business to higher risk or make the venture not as productive as expected.Furthermore, we may not be able to complete, on terms favorable to us, desired or proposed divestitures of businesses that do not meet ourstrategic objectives or our growth or profitability targets. Our divestiture activities, or related activities such as reorganizations, restructuringprograms and transformation initiatives, may require us to recognize impairment charges or to take action to reduce costs that remain after wecomplete a divestiture. Gains or losses on the sales of, or lost operating income from, those businesses may also affect our profitability.Any of these risks could materially and adversely affect our business, product sales, financial condition and results of operations. 17 Table of ContentsWe could fail to maintain effective internal control over financial reporting.The accuracy of our financial reporting depends on the effectiveness of our internal control over financial reporting. Internal control over financialreporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements and may not preventor detect misstatements because of its inherent limitations. These limitations include, among others, the possibility of human error, inadequacy orcircumvention of controls and fraud. If we do not maintain effective internal control over financial reporting or design and implement controlssufficient to provide reasonable assurance with respect to the preparation and fair presentation of our financial statements, including in connectionwith controls executed for us by third parties, we might fail to timely detect any misappropriation of corporate assets or inappropriate allocation oruse of funds and could be unable to file accurate financial reports on a timely basis. As a result, our reputation, results of operations and stockprice could be materially adversely affected.Weak financial performance, downgrades in our credit ratings, illiquid global capital markets and volatile global economic conditionscould limit our access to the global capital markets, reduce our liquidity and increase our borrowing costs.We access the long-term and short-term global capital markets to obtain financing. Our financial performance, our short-and long-term debt creditratings, interest rates, the stability of financial institutions with which we partner, the liquidity of the overall global capital markets and the state ofthe global economy, including the food industry, could affect our access to, and the availability or cost of, financing on acceptable terms andconditions and our ability to pay dividends in the future. There can be no assurance that we will have access to the global capital markets onterms we find acceptable.We regularly access the commercial paper markets in the United States and Europe for ongoing funding requirements. A downgrade in our creditratings by a credit rating agency could increase our borrowing costs and adversely affect our ability to issue commercial paper. Disruptions in theglobal commercial paper market or other effects of volatile economic conditions on the global credit markets also could reduce the amount ofcommercial paper that we could issue and raise our borrowing costs for both short- and long-term debt offerings.Limitations on our ability to access the global capital markets, a reduction in our liquidity or an increase in our borrowing costs could materially andadversely affect our financial condition and results of operations.Volatility in the equity markets, interest rates, our participation in multiemployer pension plans and other factors could increase ourcosts relating to our employees’ pensions.We sponsor a number of defined benefit pension plans for our employees throughout the world and also contribute toward our employees’ pensionsunder defined benefit plans that we do not sponsor. At the end of 2017, the projected benefit obligation of the defined benefit pension plans wesponsor was $12.6 billion and plan assets were $11.0 billion.For defined benefit pension plans that we maintain, the difference between plan obligations and assets, or the funded status of the plans,significantly affects the net periodic benefit costs of our pension plans and the ongoing funding requirements of those plans. Our largest fundeddefined benefit pension plans are funded with trust assets invested in a globally diversified portfolio of investments, including equities andcorporate and government debt. Among other factors, changes in interest rates, mortality rates, early retirement rates, investment returns, fundingrequirements in the jurisdictions in which the plans operate and the market value of plan assets can affect the level of plan funding, cause volatilityin the net periodic pension cost and increase our future funding requirements. Legislative and other governmental regulatory actions may alsoincrease funding requirements for our pension plans’ benefits obligation. Volatility in the global capital markets may increase the risk that we willbe required to make additional cash contributions to the pension plans and recognize further increases in our net periodic pension cost.We also participate in multiemployer pension plans. Our exposure under those plans may extend beyond what our obligation would be with respectto our own employees. Our contributions to a multiemployer plan may increase beyond our bargaining obligations depending on the financialcondition of the multiemployer plan and the financial viability of other employers in the plan. We may be required to participate in funding theunfunded obligations of the plan allocable to a withdrawing employer, and our costs might increase as a result. Further, if we partially or completelywithdraw from a multiemployer pension plan, we may be required to pay a partial or complete withdrawal liability. This withdrawal liability willgenerally increase if there is also a mass withdrawal of other participating employers or if the plan terminates. (See Note 9, Benefit Plans, to theconsolidated financial statements for more information on our multiemployer pension plans.) 18 Table of ContentsA significant increase in our pension benefit obligations or funding requirements could curtail our ability to invest in the business and adverselyaffect our financial condition and results of operations.Our failure to protect our valuable intellectual property rights could reduce the value of our products and brands.We consider our intellectual property rights, particularly and most notably our trademarks, but also our patents, trade secrets, copyrights andlicensing agreements, to be a significant and valuable part of our business. We attempt to protect our intellectual property rights by takingadvantage of a combination of patent, trademark, copyright and trade secret laws in various countries, as well as licensing agreements, third partynondisclosure and assignment agreements and policing of third party misuses of our intellectual property. Our failure to obtain or adequatelyprotect our intellectual property rights, or any change in law or other changes that serve to lessen or remove the current legal protections of ourintellectual property, may diminish our competitiveness and could materially harm our business.We may be unaware of third party claims of intellectual property infringement relating to our technology, brands or products. Any litigation regardingpatents or other intellectual property could be costly and time-consuming and could divert management’s and other key personnel’s attention fromour business operations. Third party claims of intellectual property infringement might require us to pay monetary damages or enter into costlylicense agreements. We also may be subject to injunctions against development and sale of certain of our products. Any of these occurrencescould materially and adversely affect our reputation, ability to introduce new products or improve the quality of existing products, product sales,financial condition and results of operations.Item 1B. Unresolved Staff Comments.None. 19 Table of ContentsItem 2. Properties.On December 31, 2017, we had approximately 138 manufacturing and processing facilities in 51 countries and 108 distribution centers and depotsworldwide. During 2017, we disposed of 12 manufacturing facilities mainly in business divestitures and we reduced the number of distributioncenters we own or lease by 22. In addition to our owned or leased properties listed below, we also utilize a highly distributed network ofwarehouses and distribution centers that are owned or leased by third party logistics partners, contract manufacturers, co-packers or otherstrategic partners. We believe we have or will add sufficient capacity to meet our planned operating needs. It is our practice to maintain all of ourplants and other facilities in good condition. As of December 31, 2017 Number of Number of Manufacturing Distribution Facilities Facilities Latin America (1) 17 3 AMEA 49 32 Europe 57 14 North America 15 59 Total 138 108 Owned 125 15 Leased 13 93 Total 138 108 (1)Excludes our deconsolidated Venezuela operations. See Note 1, Summary of Significant Accounting Policies – CurrencyTranslation and Highly Inflationary Accounting: Venezuela, for additional information. Item 3. Legal Proceedings.Information regarding legal proceedings is available in Note 12, Commitments and Contingencies, to the consolidated financial statements in thisreport.Item 4. Mine Safety Disclosures.Not applicable. 20 Table of ContentsPART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.We have listed our Common Stock on The Nasdaq Global Select Market under the symbol “MDLZ.” At January 31, 2018, there were 52,572holders of record of our Common Stock. Information regarding the market price of our Common Stock and dividends declared during the last twofiscal years is included in Note 17, Quarterly Financial Data (Unaudited), to the consolidated financial statements.Comparison of Five-Year Cumulative Total ReturnThe following graph compares the cumulative total return on our Common Stock with the cumulative total return of the S&P 500 Index and theMondelēz International performance peer group index. The graph assumes, in each case, that an initial investment of $100 is made at thebeginning of the five-year period. The cumulative total return reflects market prices at the end of each year and the reinvestment of dividends eachyear. As of December 31, Mondelēz International S&P 500 Performance Peer Group 2012 $100.00 $100.00 $100.00 2013 141.09 132.39 119.11 2014 147.56 150.51 128.15 2015 185.03 152.59 131.35 2016 186.08 170.84 135.12 2017 183.14 208.14 156.68 The Mondelēz International performance peer group consists of the following companies considered our market competitors or that have beenselected on the basis of industry, global focus or industry leadership: Campbell Soup Company, The Coca-Cola Company, Colgate-PalmoliveCompany, Danone S.A., General Mills, Inc., The Hershey Company, Kellogg Company, The Kraft Heinz Company, Nestlé S.A., PepsiCo, Inc.,The Procter & Gamble Company and Unilever PLC. The Kraft Heinz Company performance history is included for 2016 and 2017 only as thecompany was formed in 2015. 21 Table of ContentsIssuer Purchases of Equity SecuritiesOur stock repurchase activity for each of the three months in the quarter ended December 31, 2017 was: Period TotalNumberof SharesPurchased (1) AveragePrice Paidper Share (1) Total Numberof SharesPurchased asPart of PubliclyAnnouncedPlans orPrograms (2) Approximate Dollar Valueof Shares That May YetBe Purchased Underthe Plans or Programs (2) October 1-31, 2017 1,227,255 $41.00 1,219,740 $978,678,089 November 1-30, 2017 1,310,860 42.78 1,308,300 922,700,280 December 1-31, 2017 6,510,143 43.08 6,477,334 643,678,089 For the Quarter Ended December 31, 2017 9,048,258 42.75 9,005,374 (1)The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in(2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of restricted stock anddeferred stock units that vested, totaling 7,515 shares, 2,560 shares and 32,809 shares for the fiscal months of October, November and December 2017,respectively. (2)Our Board of Directors authorized the repurchase of $13.7 billion of our Common Stock through December 31, 2018. Specifically, on March 12, 2013, ourBoard 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. OnAugust 6, 2013, our Audit Committee, with authorization delegated from our Board of Directors, increased the repurchase program capacity to $6.0 billion ofCommon 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 andextended the program through December 31, 2018. On January 31, 2018 our Finance Committee, with authorization delegated from our Board of Directors,approved an increase of $6.0 billion in the share repurchase program, raising the authorization to $19.7 billion of Common Stock repurchases, and extendedthe program through December 31, 2020. See related information in Note 11, Capital Stock. 22 Table of ContentsItem 6. Selected Financial DataMondelēz International, Inc.Selected Financial Data – Five Year Review (1) 2017 2016 2015 2014 2013 (in millions, except per share and employee data) Continuing Operations (2) Net revenues $ 25,896 $ 25,923 $ 29,636 $34,244 $35,299 Earnings from continuing operations, net of taxes 2,936 1,669 7,291 2,201 2,332 Net earnings attributable to Mondelēz International: Per share, basic 1.93 1.07 4.49 1.29 1.30 Per share, diluted 1.91 1.05 4.44 1.28 1.29 Cash Flow and Financial Position (3) Net cash provided by operating activities 2,593 2,838 3,728 3,562 6,410 Capital expenditures 1,014 1,224 1,514 1,642 1,622 Property, plant and equipment, net 8,677 8,229 8,362 9,827 10,247 Total assets 63,109 61,538 62,843 66,771 72,464 Long-term debt 12,972 13,217 14,557 13,821 14,431 Total Mondelēz International shareholders’ equity 26,111 25,161 28,012 27,750 32,373 Shares outstanding at year end (4) 1,488 1,528 1,580 1,664 1,705 Per Share and Other Data Book value per shares outstanding 17.55 16.47 17.73 16.68 18.99 Dividends declared per share (5) 0.82 0.72 0.64 0.58 0.54 Common Stock closing price at year end 42.80 44.33 44.84 36.33 35.30 Number of employees 83,000 90,000 99,000 104,000 107,000 (1)The selected financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and ourconsolidated 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. Asignificant portion of our business is exposed to currency exchange rate fluctuation as a large portion of our assets, liabilities, revenue and expenses must be translatedinto U.S. dollars for reporting purposes. Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of operatingresults on a constant currency basis where noted.(2)Significant items impacting the comparability of our results from continuing operations include: Spin-Off Costs in 2013-2014; restructuring programs in 2013-2017; costsavings initiatives in 2013; the contribution of our global coffee businesses and investment in JDE and related gain in 2015; gain on equity method investment transactionsin 2016-2017; other divestitures and sales of property in 2013 and 2015-2017; acquisitions in 2013 and 2015-2016; the Cadbury acquisition-related Integration Program in2013-2014; the benefit from the Cadbury acquisition-related indemnification resolution in 2013; losses on debt extinguishment in 2013-2017; unrealized gains on the coffeebusiness transaction currency hedges in 2014-2015; debt tender offers completed in 2013-2016; loss on deconsolidation of Venezuela in 2015; the remeasurement of netmonetary assets in Venezuela in 2013-2015; accounting calendar changes in 2013 and 2015; impairment charges related to intangible assets in 2014-2017; losses relatedto interest rate swaps in 2015-2016; benefits from the resolution of tax matters in 2017; CEO transition remuneration in 2017; malware incident incremental expenses in2017; and our provision for income taxes in all years, including the U.S. tax reform discrete net tax benefit in 2017. Please refer to Notes 1, Summary of SignificantAccounting Policies; 2, Divestitures and Acquisitions; 5, Goodwill and Intangible Assets; 6, 2014-2018 Restructuring Program; 7, Debt and Borrowing Arrangements; 8,Financial Instruments; 12, Commitments and Contingencies; 14, Income Taxes; and 16, Segment Reporting, for additional information regarding items affectingcomparability of our results from continuing operations.(3)Items impacting comparability primarily relate to the Keurig and JDE coffee business transactions in 2014-2016, the loss on deconsolidation of Venezuela in 2015 and thereceipt of net cash proceeds from the resolution of the Starbucks arbitration in 2013. Refer to the Annual Report on Form 10-K for the year ended December 31, 2015, foradditional information on the resolution of the Starbucks arbitration in 2013. Beginning in 2015, debt issuance costs related to recognized debt liabilities were recorded as adeduction from the related debt obligations instead of as long-term other assets on the consolidated balance sheet. We made this reclassification in the prior periodspresented for consistency.(4)Refer to Note 11, Capital Stock, for additional information on our share repurchase program in 2013-2017.(5)Refer to the Equity and Dividends section within Management’s Discussion and Analysis of Financial Condition and Results of Operations for information on our dividends. 23 Table of ContentsItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.The following discussion and analysis contains forward-looking statements. It should be read in conjunction with the other sections of this AnnualReport on Form 10-K, including the consolidated financial statements and related notes contained in Item 8, Forward-Looking Statements and Item1A, Risk Factors.Description of the CompanyWe manufacture and market primarily snack food products, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy andvarious cheese & grocery products, as well as powdered beverage products. We have operations in more than 80 countries and sell our productsin approximately 160 countries.We aim to deliver strong, profitable long-term growth by accelerating our core snacks business and expanding the reach of our Power Brandsglobally. To fuel investments in our Power Brands and global and digital reach, we have been working to optimize our cost structure. These effortsinclude reinventing our supply chain operations and aggressively managing overhead costs. Through these actions, we’re leveraging our brands,platforms and capabilities to drive long-term value and return on investment for our shareholders.U.S. Tax ReformOn December 22, 2017, the United States enacted tax reform legislation that included a broad range of business tax provisions, including but notlimited to a reduction in the U.S. federal tax rate from 35% to 21% as well as provisions that limit or eliminate various deductions or credits. Thelegislation also causes U.S. allocated expenses (e.g. interest and general administrative expenses) to be taxed and imposes a new tax on U.S.cross-border payments. Furthermore, the legislation includes a one-time transition tax on accumulated foreign earnings and profits.In response to the enactment of U.S. tax reform, the SEC issued guidance to address the complexity in accounting for this new legislation. Whenthe initial accounting for items under the new legislation is incomplete, the guidance allows us to recognize provisional amounts when reasonableestimates can be made or to continue to apply the prior tax law if a reasonable estimate of the impact cannot be made. The SEC has provided upto a one-year window for companies to finalize the accounting for the impacts of this new legislation and we anticipate finalizing our accountingduring 2018.While our accounting for the new U.S. tax legislation is not complete, we have made reasonable estimates for some provisions and recognized a$59 million discrete net tax benefit in our 2017 financial statements. This net benefit is primarily comprised of a $1,311 million provisional deferredtax benefit from revaluing our net U.S. deferred tax liabilities to reflect the new U.S. corporate tax rate as well as an additional $61 millionprovisional deferred tax benefit related to changes in our indefinite reinvestment assertion, partially offset by a $1,317 million provisional charge forthe estimated transition tax. However, as of the date of this Form 10-K, we are continuing to evaluate the accounting impacts of the legislation, aswe continue to assemble and analyze all the information required to prepare and analyze these effects and await additional guidance from the U.S.Treasury Department, the IRS or other standard-setting bodies. Additionally, we continue to analyze other information and regulatory guidance, andaccordingly we may record additional provisional amounts or adjustments to provisional amounts in future periods. See Note 14, Income Taxes, forfurther details on the impacts of U.S. tax reform.Malware IncidentOn June 27, 2017, a global malware incident impacted our business. The malware affected a significant portion of our global sales, distribution andfinancial networks. In the last four days of the second quarter and during the third quarter, we executed business continuity and contingency plansto contain the impact, minimize damages and restore our systems environment. To date, we have not found, nor do we expect to find, anyinstances of Company or personal data released externally. We have now restored our main operating systems and processes as well asenhanced our system security. 24 Table of ContentsDuring 2017, we estimate that the loss of revenue as a result of the malware incident had a negative impact of 0.4% on our net revenue andOrganic Net Revenue growth. We also incurred incremental expenses of $84 million predominantly during the second half of 2017 as part of therecovery effort. We believe the recovery from this incident is largely resolved, and we do not expect significant ongoing impacts or incrementalexpenses from this incident in future periods. We also continue to make progress on our efforts to strengthen our security measures and mitigatecybersecurity risk. Refer to our Risk Factors section for a discussion of potential risks to our operations from cybersecurity threats.Coffee Business TransactionsJDE Coffee Business Transactions:On July 2, 2015, we completed transactions to combine our wholly owned coffee businesses with those of D.E Master Blenders 1753 B.V. tocreate a new company, Jacob Douwe Egberts (“JDE”). In connection with these transactions, in 2015, we recorded a final pre-tax gain of$6.8 billion ($6.6 billion after-tax) from the deconsolidation of our legacy coffee businesses. We also recorded approximately $1.0 billion ofcumulative pre-tax net gains ($436 million in 2015 and $628 million in 2014) and cash related to currency hedging. See Note 2, Divestitures andAcquisitions—JDE Coffee Business Transactions, for additional details. As further described below, in March 2016, we exchanged a portion of ourinvestment in JDE for an investment in Keurig Green Mountain Inc. (“Keurig”). As of December 31, 2017, we hold a 26.5% voting interest, a 26.4%ownership interest and a 26.2% profit and dividend sharing interest in JDE. We recorded JDE equity earnings of $129 million in 2017 and$100 million in 2016 and equity losses of $58 million in 2015. We also recorded $49 million of cash dividends received during the first quarter of2017.Keurig Transaction:Following the March 3, 2016 Acorn Holdings B.V. acquisition of Keurig, on March 7, 2016, we exchanged a portion of our equity interest in JDE foran interest in Keurig valued at $2.0 billion. We recorded the difference between the fair value of the Keurig interest and our basis in JDE shares asa $43 million gain. Following the exchange, our ownership interest in JDE became 26.5% and we owned a 24.2% interest in Keurig. Our initial$2.0 billion investment in Keurig includes a $1.6 billion Keurig equity interest and a $0.4 billion shareholder loan receivable, which are reported on acombined basis within equity method investments on our consolidated balance sheet. The shareholder loan has a 5.5% interest rate and ispayable at the end of a seven-year term on February 27, 2023. We recorded Keurig equity earnings of $208 million in 2017 (of which,approximately $119 million relates to the provisional tax benefit Keurig recorded as a result of U.S. tax reform), and $77 million in 2016. Werecorded shareholder loan interest of $24 million in 2017 and $20 million in 2016. Additionally, we received shareholder loan interest payments of$30 million in 2017 and $14 million in 2016 and dividends of $14 million in 2017 and $4 million in 2016. See Note 2, Divestitures and Acquisitions,for additional details on the Keurig transaction.Planned Keurig Dr Pepper Transaction:On January 29, 2018, we announced that we would exchange our ownership interest in Keurig for equity in Keurig Dr Pepper, which is contingentupon the successful completion of a planned merger of Keurig with Dr Pepper Snapple Group, Inc. Following the close of the merger in mid-2018,we expect our ownership in Keurig Dr Pepper to be 13-14%. We expect to account for this new investment under the equity method as we have forKeurig, resulting in our recognizing our share of their earnings within our earnings and our share of their dividends within our cash flows. We willhave the right to nominate two directors to the board of Keurig Dr Pepper and will have certain governance rights over Keurig Dr Pepper followingthe transaction.Venezuela DeconsolidationEffective as of the close of the 2015 fiscal year, we deconsolidated our Venezuelan subsidiaries due to a loss of control over our Venezuelanoperations and an other-than-temporary lack of currency exchangeability. We recorded a $778 million pretax loss on December 31, 2015 as wereduced the value of our investment in Venezuela and all Venezuelan receivables held by our other subsidiaries to realizable fair value, resulting infull impairment.As of the start of 2016, we no longer included net revenues, earnings or net assets of our Venezuelan subsidiaries within our GAAP consolidatedfinancial statements and we excluded Venezuela from our non-GAAP results for all historical periods presented to facilitate comparisons ofoperating results. See Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting: Venezuela,for more information on our Venezuela operations, including currency remeasurement losses and the loss on deconsolidation. 25 Table of ContentsSummary of Results • Net revenues were approximately $25.9 billion in both 2017 and 2016, a decrease of 0.1% in 2017 and a decrease of 12.5% in 2016.Business deconsolidations and divestitures reduced net revenues during 2015-2017, with net revenues in 2016 most significantlyaffected by the deconsolidations of our historical coffee business and Venezuelan operations in 2015 as well as significant unfavorablecurrency translation impacts in 2016 and 2015. • Organic Net Revenue increased 0.9% to $25.5 billion in 2017 and increased 1.5% to $26.4 billion in 2016. Organic Net Revenue is on aconstant currency basis and excludes revenue from deconsolidated coffee and Venezuelan operations, divestitures and an acquisition.We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying operating results (see thedefinition of Organic Net Revenue and our reconciliation with net revenues within Non-GAAP Financial Measures appearing later in thissection). • Diluted EPS attributable to Mondelēz International increased 81.9% to $1.91 in 2017 and decreased 76.4% to $1.05 in 2016. DilutedEPS increased in 2017 as prior-year refinancing and higher restructuring activities drove lower interest and overhead costs in 2017. Wealso recorded benefits from resolving two local indirect tax matters and gains from divesting non-core businesses during 2017. DilutedEPS was significantly lower in 2016 primarily as a result of the $6.8 billion gain recorded in 2015 in connection with the JDE coffeebusiness transactions as well as a number of other significant items that affected the comparability of our reported results. See ourDiscussion and Analysis of Historical Results appearing later in this section for further details. • Adjusted EPS increased 15.1% to $2.14 in 2017 and increased 21.6% to $1.86 in 2016. On a constant currency basis, Adjusted EPSincreased 14.5% to $2.13 in 2017 and increased 25.5% to $1.92 in 2016. Lower manufacturing costs and overhead costs, driven bystrong productivity efforts, were significant drivers of Adjusted EPS growth in both years. Adjusted EPS and Adjusted EPS on aconstant currency basis are non-GAAP financial measures. We use these measures as they provide improved year-over-yearcomparability of our underlying results (see the definition of Adjusted EPS and our reconciliation with diluted EPS within Non-GAAPFinancial Measures appearing later in this section).Financial OutlookWe seek to achieve profitable, long-term growth and manage our business to attain this goal using our key operating metrics: Organic NetRevenue, Adjusted Operating Income and Adjusted EPS. We use these non-GAAP financial metrics and related computations such as marginsinternally to evaluate and manage our business and to plan and make near-and long-term operating and strategic decisions. As such, we believethese metrics are useful to investors as they provide supplemental information in addition to our U.S. Generally Accepted Accounting Principles(“U.S. GAAP”) financial results. We believe providing investors with the same financial information that we use internally ensures that investorshave the same data to make comparisons of our historical operating results, identify trends in our underlying operating results and gain additionalinsight and transparency on how we evaluate our business. We believe our non-GAAP financial measures should always be considered in relationto our GAAP results and we have provided reconciliations between our GAAP and non-GAAP financial measures within Non-GAAP FinancialMeasures appearing later in this section.In addition to monitoring our key operating metrics, we monitor a number of developments and trends that could impact our revenue andprofitability objectives.Long-Term Demographics and Consumer Trends – Snack food consumption is highly correlated to GDP growth, urbanization of populations andrising discretionary income levels associated with a growing middle class, particularly in emerging markets. Over the long term, we expect thesetrends 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 anevolving retail and digital landscape. To position ourselves for long-term growth, we are investing in our well-being and other snack offerings,product and marketing innovation and new routes to market including e-commerce. 26 Table of ContentsDemand – We monitor consumer spending and our market share within the food and beverage categories in which we sell our products. In recentyears, low GDP growth, economic recessionary pressures, weak consumer confidence, a historically strong U.S. dollar and changing consumertrends have slowed category and our net revenue growth. While we have begun to see some improvements in global economic growth and aweaker U.S. dollar in 2017, there are still geopolitical and economic uncertainties, and category growth continues to be soft. Growth in our globalsnacking categories (excluding Venezuela) decreased from approximately 3.4% in 2015 and 2.4% in 2016 to 2.1% in 2017. We continue to makeinvestments in our brand and snacks portfolio, while building strong routes to market to address the needs of consumers in emerging anddeveloped markets. In doing so, we anticipate driving demand in our categories and growing our position in these markets.Volatility of Global Markets – Our growth strategy depends in part on our ability to expand our operations, particularly in emerging markets. Someemerging markets have greater political, economic and currency volatility and greater vulnerability to infrastructure and labor disruptions than moreestablished markets. Volatility in these markets affects demand for and the costs of our products and requires frequent changes in how we operateour business. Refer to Note 1, Summary of Significant Accounting Policies—Venezuela, for further discussion of these issues and their impactson our Venezuela operations. We expect continued volatility across our markets, particularly emerging markets. As such, we are focused oninvesting in our global Power Brands and routes to market while we protect our margins through the management of costs and pricing.Competition – We operate in highly competitive markets that include global, regional and local competitors. Our advantaged geographic footprint,operating scale and portfolio of brands have all significantly contributed to building our market-leading positions across most of the productcategories in which we sell. To grow and maintain our market positions, we focus on meeting consumer needs and preferences through newproduct innovations and product quality. We also continue to optimize our manufacturing and other operations and invest in our brands throughongoing research and development, advertising, marketing and consumer promotions.Pricing – We adjust our product prices based on a number of variables including demand, the competitive environment and changes in our productinput costs. Our net revenue growth and profitability may be affected as we adjust prices to address new conditions. Over 2015-2017, we generallyincreased prices in response to higher commodity costs, currency and other market factors. In 2018, we anticipate changing market conditions tocontinue to impact pricing. Price competition may continue to affect net revenues or market share in the near term as the market adjusts tochanges in input costs and other market conditions.Operating Costs – Our operating costs include raw materials, labor, selling, general and administrative expenses, taxes, currency impacts andfinancing costs. We manage these costs through cost saving and productivity initiatives, sourcing and hedging programs, pricing actions,refinancing and tax planning. We continue to renegotiate collective bargaining agreements covering eight U.S. facilities that expired beginning inFebruary 2016. We have plans to ensure business continuity during the renegotiations. To remain competitive on our operating structure, wecontinue to work on programs to expand our profitability and margins, such as our 2014-2018 Restructuring Program, which is designed to bringabout significant reductions in our operating cost structure in both our supply chain and overhead costs. Effective on October 1, 2016, we alsointegrated our EEMEA region operations into our Europe and Asia Pacific operating segments. This change had a favorable impact on ouroperating performance due to greater leverage of our European and AMEA regional businesses and resulting cost structure.Taxes – While the 2017 U.S. tax reform reduced the U.S. corporate tax rate and included beneficial depreciation provisions, other provisions couldhave an adverse effect on our results. Specifically, new provisions that cause U.S. allocated expenses (e.g. interest and general administrativeexpenses) to be taxed and impose a tax on U.S. cross-border payments could adversely impact our effective tax rate. We will continue to evaluatethe impacts as additional guidance on implementing the legislation becomes available. 27 Table of ContentsCurrency – As a global company with 75.8% of our net revenues generated outside the United States, we are continually exposed to changes inglobal economic conditions and currency movements. In 2017, the U.S. dollar began to weaken relative to other currencies in which we operate,while in 2015 and 2016, the U.S. dollar generally was stronger as a number of countries experienced significant declines in or devaluations of theircurrency. The currency movements created volatility in our reported results of operations. Unfavorable currency translation impacts were 12.6percentage points (or 12.0 percentage points excluding currency impacts related to Venezuela) of the 13.5% net revenue decrease in 2015 and 4.6percentage points of the 12.5% net revenue decrease in 2016. In 2017, the 0.1% net revenue decrease reflected 0.3 percentage points offavorable currency translation impacts as the U.S. dollar generally weakened against a number of currencies this past year. As currencymovements can make comparisons of year-over-year operating performance challenging, we isolate the impact of currency and also report growthon a constant currency basis, holding prior-year currency exchange rates constant, so that prior-year and current-year results can be compared ona consistent basis.Historically, we have also been exposed to currency devaluation risks impacting earnings particularly, but not only, in connection with ourVenezuela operations that were deconsolidated at the close of the 2015 fiscal year. In the months following the Brexit vote in June 2016, therewas significant volatility in the global stock markets and currency exchange rates. The value of the British pound sterling relative to the U.S. dollardeclined significantly and negatively affected our translated results reported in U.S. dollars. In December 2017, the European Union and UnitedKingdom agreed to begin trade negotiations, and we could experience additional volatility in the British pound sterling as the Brexit negotiationsmove forward.To partially offset the translation of certain of our overseas operations, including the United Kingdom, we enter into net investment hedgesprimarily in the form of local currency denominated debt and cross-currency swaps and other financial instruments. We generally do not hedgeagainst currency translation and primarily seek to hedge against economic losses on cross-currency transactions. Due to limited markets forhedging currency transactions and other factors, we may not be able to effectively hedge all of our cross-currency transaction risks. Localeconomies, monetary policies and currency hedging availability can affect our ability to hedge against currency-related economic losses. While wework to mitigate our exposure to currency risks, factors such as continued global and local market volatility, actions by foreign governments,political uncertainty, limited hedging opportunities and other factors could lead to unfavorable currency impacts in the future. We monitor currency-related risks and economies at risk of qualifying for highly inflationary accounting under U.S. GAAP, such as Argentina and Ukraine. While wework to safeguard our business, currency devaluations could adversely affect future demand for our products, our financial results and operations,and our relationships with customers, suppliers and employees in the short or long-term. We may not be able to fully offset the increased risksrelated to currency devaluations and Brexit, which could impact profitability should the currency-related conditions continue. See Note 1, Summaryof Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, and Note 8, Financial Instruments, for additionalinformation.Financing Costs – We regularly evaluate our variable and fixed-rate debt. We continue to use low-cost, short- and long-term debt to finance ourongoing working capital, capital expenditures and other investments, dividends and share repurchases. We also expect to use existing cash orshort-term borrowings to finance the estimated $1.3 billion U.S. tax reform transition tax liability payable through 2026. During 2017, we retired$1.5 billion of long-term debt and issued lower-cost, short-term commercial paper and long-term Swiss franc debt. During 2016, we retired$6.2 billion of our long-term debt and issued lower-cost, long-term euro, Swiss franc and U.S. dollar-denominated debt. Our weighted-averageinterest rate on our total debt as of December 31, 2017 was 2.1%, down from 2.2% as of December 31, 2016 and down from 3.7% as ofDecember 31, 2015. We also continue to use interest rate swaps and other financial instruments to manage our exposure to interest rate and cashflow variability, protect the value of our existing currency assets and liabilities and protect the value of our debt. For example, through February 8,2018, we entered into cross-currency interest rate swaps and forwards with an aggregate notional value of $3.2 billion to hedge our non-U.S. netinvestments against adverse movements in exchange rates. We designated these swaps and forwards as net investment hedges related to ouroperations in our Europe and AMEA regions. We expect a favorable impact on our prospective financing costs as we reduce some of the financingcosts and related currency impacts within our interest costs. Refer to Note 7, Debt and Borrowing Arrangements, and Note 8, FinancialInstruments, for additional information on our debt and derivative activity. 28 Table of ContentsDiscussion and Analysis of Historical ResultsItems Affecting Comparability of Financial ResultsThe following table includes significant income or (expense) items that affected the comparability of our results of operations and our effective taxrates. Please refer to the notes to the consolidated financial statements indicated below for more information. Refer also to the ConsolidatedResults of Operations – Net Earnings and Earnings per Share Attributable to Mondelēz International table for the after-tax per share impacts ofthese items. For the Years Ended December 31, See Note 2017 2016 2015 (in millions, except percentages) JDE coffee business transactions: Note 2 Gain on contribution $– $– $6,809 Incremental costs for readying the businesses – – (278) Currency-related hedging net gains (1) – – 436 Venezuela: Note 1 Historical operating income (2) – – 266 Remeasurement of net monetary assets: Q1 2015: 11.50 to 12.00 bolivars to the U.S. dollar – – (11) Loss on deconsolidation – – (778) 2014-2018 Restructuring Program: Note 6 Restructuring charges (535) (714) (711) Implementation charges (257) (372) (291) Gain on equity method investment transactions (3) Note 2 40 43 – Loss on debt extinguishment and related expenses Note 7 (11) (427) (753) Loss related to interest rate swaps Note 7 & 8 – (97) (34) CEO transition remuneration (4) See (4) below (14) – – Intangible asset impairment charges Note 5 (109) (137) (71) Divestitures, acquisitions and sales of property Note 2 Gain on sale of intangible assets – 15 – Net gain on divestitures 186 9 13 Divestiture-related costs (5) (34) (86) – Acquisition-related costs – (1) (8) Other acquisition integration costs (3) (7) (9) Gains on sales of property – 46 – Mark-to-market (losses)/gains from derivatives (6) Note 8 (96) (94) 56 Benefits from the resolution of tax matters (7) Note 12 281 – – Malware incident incremental expenses (84) – – U.S. tax reform discrete net tax benefit (8) Note 14 59 – – Effective tax rate Note 14 22.0% 8.9% 7.5% (1)To lock in an expected U.S. dollar value of the cash to be received in euros upon closing of the JDE coffee business transactions, we entered into currencyexchange forward contracts beginning in May 2014, when the transaction was announced. We recognized related currency hedging net gains of $436 millionin 2015. See Note 2, Divestitures and Acquisitions, for more information on the JDE coffee business transactions and related hedging transactions. (2)Excludes the impact of remeasurement losses and 2014-2018 Restructuring Program charges that are shown separately. (3)The gain on equity method investment transactions is recorded outside of pre-tax operating results on the consolidated statement of earnings. (4)Please see the Non-GAAP Financial Measures section at the end of this item for additional discussion of CEO transition remuneration. (5)Divestiture-related costs in 2017 totaled $34 million ($31 million in operating income and $3 million in interest and other expense, net). (6)Unrealized gains or losses on commodity and forecasted currency transaction derivatives. 2015 amounts exclude coffee commodity and currency derivativeimpacts that are included within the coffee operating results throughout the following sections. (7)Refer to Note 12, Commitments and Contingencies – Tax Matters, for more information. Primarily includes the reversal of tax liabilities in connection with theresolution of a Brazilian indirect tax matter and settlement of pre-acquisition Cadbury tax matters. (8)Refer to Note 14, Income Taxes, for more information on the impact of the U.S. tax reform. 29 Table of ContentsConsolidated Results of OperationsThe following discussion compares our consolidated results of operations for 2017 with 2016 and 2016 with 2015.2017 compared with 2016 For the Years EndedDecember 31, 2017 2016 $ change % change (in millions, except per share data) Net revenues $25,896 $25,923 $(27) (0.1)% Operating income 3,506 2,569 937 36.5% Earnings from continuing operations 2,936 1,669 1,267 75.9% Net earnings attributable toMondelēz International 2,922 1,659 1,263 76.1% Diluted earnings per share attributable toMondelēz International 1.91 1.05 0.86 81.9% Net Revenues – Net revenues decreased $27 million (0.1%) to $25,896 million in 2017, and Organic Net Revenue (1) increased $220 million (0.9%)to $25,490 million. Power Brands net revenues increased 2.9%, including a favorable currency impact, and Power Brands Organic Net Revenueincreased 2.1%. Emerging markets net revenues increased 3.7%, including a favorable currency impact, and emerging markets Organic NetRevenue increased 3.6%. The underlying changes in net revenues and Organic Net Revenue are detailed below: 2017 Change in net revenues (by percentage point) Total change in net revenues (0.1)% Add back the following items affecting comparability: Favorable currency (0.3)pp Impact of acquisition (0.2)pp Impact of divestitures 1.5pp Total change in Organic Net Revenue (1) 0.9% Higher net pricing 1.5pp Unfavorable volume/mix (0.6)pp (1) Please see the Non-GAAP Financial Measures section at the end of this item.Net revenue decline of 0.1% was driven by the impact of divestitures, partially offset by our underlying Organic Net Revenue growth of 0.9%,favorable currency and the impact of an acquisition. The impact of divestitures resulted in a year-over-year decline in net revenues of $383 millionfor 2017. Our underlying Organic Net Revenue increase was driven by higher net pricing, partially offset by unfavorable volume/mix. Net pricingwas up, which includes the benefit of carryover pricing from 2016 as well as the effects of input cost-driven pricing actions taken during 2017.Higher net pricing was reflected in Latin America and AMEA, partially offset by lower net pricing in North America and Europe. Unfavorablevolume/mix was reflected in all segments except Europe, in part due to expected shipments that we did not realize following the second quartermalware incident. Favorable year-over-year currency impacts increased net revenues by $77 million, due primarily to the strength of severalcurrencies relative to the U.S. dollar, including the Brazilian real, euro, Russian ruble, Australian dollar, Indian rupee and South African rand,partially offset by the strength of the U.S. dollar relative to several currencies, including the Egyptian pound, British pound sterling, Argentineanpeso, Nigerian naira, Turkish lira, Philippine peso and Chinese yuan. The November 2, 2016 acquisition of a business and license to manufacture,market and sell Cadbury-branded biscuits in additional key markets added $59 million (constant currency basis) of incremental net revenues for2017. 30 Table of ContentsOperating Income – Operating income increased $937 million (36.5%) to $3,506 million in 2017, Adjusted Operating Income (1) increased$376 million (9.9%) to $4,178 million and Adjusted Operating Income on a constant currency basis (1) increased $376 million (9.9%) to$4,178 million due to the following: Operating Income Change (in millions) Operating Income for the Year Ended December 31, 2016 $2,569 2014-2018 Restructuring Program costs (2) 1,086 Intangible asset impairment charges (3) 137 Mark-to-market losses from derivatives (4) 94 Acquisition integration costs (5) 7 Acquisition-related costs (5) 1 Divestiture-related costs (6) 86 Operating income from divestitures (6) (153) Gain on divestiture (6) (9) Gain on sale of intangible assets (7) (15) Other/rounding (1) Adjusted Operating Income (1) for the Year Ended December 31, 2016 $3,802 Higher net pricing 370 Higher input costs (173) Unfavorable volume/mix (160) Lower selling, general and administrative expenses 405 Gains on sales of property in 2016 (8) (46) VAT-related settlement in 2016 (54) Property insurance recovery 27 Impact from acquisition (8) 8 Other (1) Total change in Adjusted Operating Income (constant currency) (1) 376 9.9% Currency translation – Total change in Adjusted Operating Income (1) 376 9.9% Adjusted Operating Income (1) for the Year Ended December 31, 2017 $4,178 2014-2018 Restructuring Program costs (2) (792) Intangible asset impairment charges (3) (109) Mark-to-market losses from derivatives (4) (96) Malware incident incremental expenses (84) Acquisition integration costs (5) (3) Divestiture-related costs (6) (31) Operating income from divestitures (6) 61 Net gain on divestitures (6) 186 Benefits from resolution of tax matters (9) 209 CEO transition remuneration (14) Other/rounding 1 Operating Income for the Year Ended December 31, 2017 $3,506 36.5% (1)Refer to the Non-GAAP Financial Measures section at the end of this item. (2)Refer to Note 6, 2014-2018 Restructuring Program, for more information. (3)Refer to Note 2, Divestitures and Acquisitions, and Note 5, Goodwill and Intangible Assets, for more information on trademark impairments. (4)Refer to Note 8, Financial Instruments, Note 16, Segment Reporting, and Non-GAAP Financial Measures appearing later in this section for more information onthe unrealized gains/losses on commodity and forecasted currency transaction derivatives. (5)Refer to Note 2, Divestitures and Acquisitions, for more information on the acquisition of a biscuit business in Vietnam. (6)Refer to Note 2, Divestitures and Acquisitions, for more information on the 2017 sales of a confectionery business in France, a grocery business in Australiaand New Zealand, certain licenses of KHC-owned brands used in our grocery business within our Europe region, sale of one of our equity method investmentsand sale of a confectionary business in Japan. Additionally, the 2016 amount includes a sale of a confectionery business in Costa Rica. (7)Refer to Note 2, Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland. 31 Table of Contents (8)Refer to Note 2, Divestitures and Acquisitions, for more information on the 2016 purchase of a license to manufacture, market and sell Cadbury-brandedbiscuits in additional key markets and other property sales in 2016. (9)Refer to Note 12, Commitments and Contingencies – Tax Matters, for more information. Primarily includes the reversal of tax liabilities in connection with theresolution of a Brazilian indirect tax matter and settlement of pre-acquisition Cadbury tax matters.During 2017, we realized higher net pricing while input costs increased modestly. Higher net pricing, which included the carryover impact of pricingactions taken in 2016 as well as the effects of input cost-driven pricing actions taken during 2017, was driven by Latin America and AMEA,partially offset by lower net pricing in North America and Europe. The increase in input costs was driven by higher raw material costs which werepartially offset by lower manufacturing costs due to productivity. Unfavorable volume/mix was driven by North America, Latin America and AMEA,which was partially offset by favorable volume/mix in Europe.Total selling, general and administrative expenses decreased $629 million from 2016, due to a number of factors noted in the table above,including in part, the benefits from the resolution of tax matters, lower implementation costs incurred for the 2014-2018 Restructuring Program,lower divestiture-related costs, a property insurance recovery in AMEA and lower intangible asset impairment charges. The decreases werepartially offset by gains on sales of property in 2016, unfavorable currency impact, Value-added tax (“VAT”) related settlements in 2016 andincremental expenses incurred due to the malware incident.Excluding the factors noted above, selling, general and administrative expenses decreased $405 million from 2016. The decrease was drivenprimarily by lower overhead costs and lower advertising and consumer promotion costs due to continued cost reduction efforts in both areas.Currency changes during the year did not impact operating income as the strength of the U.S. dollar relative to several currencies, including theEgyptian pound, British pound sterling and Argentinean peso, was offset by the strength of several currencies relative to the U.S. dollar, includingthe euro, Brazilian real, Russian ruble, Australian dollar, Indian rupee and South African rand.Operating income margin increased from 9.9% in 2016 to 13.5% in 2017. The increase in operating income margin was driven primarily by anincrease in our Adjusted Operating Income margin, lower 2014-2018 Restructuring Program costs, the benefits from the resolution of tax matters,the net gain on divestitures and lower divestiture-related costs, partially offset by incremental costs related to the malware incident and CEOtransition remuneration costs. Adjusted Operating Income margin increased from 15.0% in 2016 to 16.3% in 2017. The increase in AdjustedOperating Income margin was driven primarily by lower overheads and lower advertising and consumer promotion costs due to continued costreduction efforts in both areas. 32 Table of ContentsNet Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $2,922 millionincreased by $1,263 million (76.1%) in 2017. Diluted EPS attributable to Mondelēz International was $1.91 in 2017, up $0.86 (81.9%) from 2016.Adjusted EPS (1) was $2.14 in 2017, up $0.28 (15.1%) from 2016. Adjusted EPS on a constant currency basis (1) was $2.13 in 2017, up $0.27(14.5%) from 2016. Diluted EPS Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2016 $1.05 2014-2018 Restructuring Program costs (2) 0.51 Intangible asset impairment charges (2) 0.06 Mark-to-market losses from derivatives (2) 0.05 Acquisition integration costs (2) 0.01 Divestiture-related costs (2) 0.05 Net earnings from divestitures (2) (0.08) Gain on sale of intangible assets (2) (0.01) Loss related to interest rate swaps (3) 0.04 Loss on debt extinguishment and related expenses (4) 0.17 Gain on equity method investment transaction (5) (0.03) Equity method investee acquisition-related and other adjustments (6) 0.04 Adjusted EPS (1) for the Year Ended December 31, 2016 $1.86 Increase in operations 0.22 Increase in equity method investment net earnings 0.02 Gains on sales of property in 2016 (2) (0.02) VAT-related settlements in 2016 (0.04) Property insurance recovery 0.01 Impact from acquisition (2) – Lower interest and other expense, net (7) 0.08 Changes in shares outstanding (8) 0.05 Changes in income taxes (9) (0.05) Adjusted EPS (constant currency) (1) for the Year Ended December 31, 2017 $2.13 Favorable currency translation 0.01 Adjusted EPS (1) for the Year Ended December 31, 2017 $2.14 2014-2018 Restructuring Program costs (2) (0.39) Intangible asset impairment charges (2) (0.05) Mark-to-market losses from derivatives (2) (0.06) Malware incident incremental expenses (0.04) Acquisition integration costs (2) – Divestiture-related costs (2) (0.02) Net earnings from divestitures (2) 0.03 Net gain on divestitures (2) 0.11 Benefits from resolution of tax matters (2) 0.13 CEO transition remuneration (0.01) U.S. tax reform discrete net tax benefit (10) 0.04 Gain on equity method investment transaction (11) 0.02 Equity method investee acquisition-related and other adjustments (6) 0.01 Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2017 $1.91 (1)Refer to the Non-GAAP Financial Measures section appearing later in this section. (2)See the Operating Income table above and the related footnotes for more information. (3)Refer to Note 8, Financial Instruments, for more information on our interest rate swaps, which we no longer designate as cash flow hedges effective the firstquarter of 2016 due to changes in financing and hedging plans. (4)Refer to Note 7, Debt and Borrowing Arrangements, for more information on our loss on debt extinguishment and related expenses in connection with our debttender offers. (5)Refer to Note 2, Divestitures and Acquisitions – Keurig Transaction, for more information on the 2016 acquisition of an interest in Keurig. 33 Table of Contents (6)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, restructuring program costs and discreteU.S. tax reform impacts recorded by our JDE and Keurig equity method investees. (7)Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation. (8)Refer to Note 10, Stock Plans, for more information on our equity compensation programs, Note 11, Capital Stock, for more information on our sharerepurchase program and Note 15, Earnings Per Share, for earnings per share weighted-average share information. (9)Refer to Note 14, Income Taxes, for more information on the items affecting income taxes. (10)Refer to Note 14, Income Taxes, for more information on the impact of the U.S. tax reform. (11)Refer to Note 2, Divestitures and Acquisitions, for more information on the 2017 sale of an interest in one of our equity method investments.2016 compared with 2015 For the Years EndedDecember 31, 2016 2015 $ change % change (in millions, except per share data) Net revenues $25,923 $29,636 $(3,713) (12.5)% Operating income 2,569 8,897 (6,328) (71.1)% Earnings from continuing operations 1,669 7,291 (5,622) (77.1)% Net earnings attributable to Mondelēz International 1,659 7,267 (5,608) (77.2)% Diluted earnings per share attributable toMondelēz International 1.05 4.44 (3.39) (76.4)% Net Revenues – Net revenues decreased $3,713 million (12.5%) to $25,923 million in 2016, and Organic Net Revenue (1) increased $390 million(1.5%) to $26,411 million. Power Brands net revenues decreased 10.9%, primarily due to the deconsolidation of our historical coffee business,unfavorable currency and the deconsolidation of our historical Venezuelan operations, and Power Brands Organic Net Revenue increased 3.3%.Emerging markets net revenues decreased 19.1%, primarily due to the deconsolidation of our historical Venezuelan operations, unfavorablecurrency and the deconsolidation of our historical coffee business, and emerging markets Organic Net Revenue increased 2.7%. The underlyingchanges in net revenues and Organic Net Revenue are detailed below: 2016 Change in net revenues (by percentage point) Total change in net revenues (12.5)% Add back of the following items affecting comparability: Historical coffee business (1) 5.6pp Unfavorable currency 4.8pp Historical Venezuelan operations (2) 3.7pp Impact of accounting calendar change 0.3pp Impact of acquisitions (0.4)pp Impact of divestitures – Total change in Organic Net Revenue (3) 1.5% Higher net pricing 1.6pp Unfavorable volume/mix (0.1)pp (1)Includes our historical global coffee business prior to the July 2, 2015 JDE coffee business transactions. Refer to Note 2, Divestitures and Acquisitions, andNon-GAAP Financial Measures appearing later in this section for more information. (2)Includes the historical results of our Venezuelan subsidiaries (including Venezuela currency impacts) prior to the December 31, 2015 deconsolidation. Refer toNote 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting: Venezuela, for more information. (3)Please see the Non-GAAP Financial Measures section at the end of this item. 34 Table of ContentsNet revenue decline of 12.5% was driven by the impact of the deconsolidation of our historical coffee business, unfavorable currency, thedeconsolidation of our historical Venezuelan operations and the year-over-year impact of the 2015 accounting calendar change, partially offset byour underlying Organic Net Revenue growth of 1.5%, and the impact of acquisitions. The adjustment for deconsolidating our historical coffeebusiness resulted in a year-over-year decrease in net revenues of $1,627 million for 2016. Unfavorable currency impacts decreased net revenuesby $1,233 million, due primarily to the strength of the U.S. dollar relative to several currencies, including the Argentinean peso, British poundsterling, Mexican peso, Brazilian real, Chinese yuan and Russian ruble. The deconsolidation of our historical Venezuelan operations resulted in ayear-over-year decrease in net revenues of $1,217 million for 2016. The North America segment accounting calendar change in 2015 resulted in ayear-over-year decrease in net revenues of $76 million for 2016. Our underlying Organic Net Revenue growth was driven by higher net pricing,partially offset by unfavorable volume/mix. Net pricing was up, which includes the benefit of carryover pricing from 2015 as well as the effects ofinput cost-driven pricing actions taken during 2016. Higher net pricing was reflected in Latin America and AMEA, partially offset by lower netpricing in Europe and North America. Unfavorable volume/mix was reflected in Latin America and AMEA, mostly offset by favorable volume/mix inEurope and North America. Unfavorable volume/mix in Latin America and AMEA was largely due to price elasticity as well as strategic decisionsto exit certain low-margin product lines. The impact of acquisitions primarily includes the July 15, 2015 acquisition of a biscuit operation inVietnam, which added $71 million of incremental net revenues for 2016, and the November 2, 2016 acquisition of a business and a license tomanufacture, market and sell Cadbury-branded biscuits in additional key markets, which added $16 million of incremental net revenues for 2016. 35 Table of ContentsOperating Income – Operating income decreased $6,328 million (71.1%) to $2,569 million in 2016, Adjusted Operating Income (1) increased$486 million (14.7%) to $3,802 million and Adjusted Operating Income on a constant currency basis (1) increased $657 million (19.8%) to$3,973 million due to the following: OperatingIncome Change (in millions) Operating Income for the Year Ended December 31, 2015 $8,897 2012-2014 Restructuring Program costs (2) (4) 2014-2018 Restructuring Program costs (2) 1,002 Intangible asset impairment charges (3) 71 Mark-to-market gains from derivatives (4) (56) Acquisition integration costs (5) 9 Acquisition-related costs (5) 8 Operating income from divestiture (6) (182) Gain on divestiture (6) (13) Operating income from Venezuelan subsidiaries (7) (281) Remeasurement of net monetary assets in Venezuela (7) 11 Loss on deconsolidation of Venezuela (7) 778 Costs associated with the coffee business transactions (8) 278 Gain on the JDE coffee business transactions (8) (6,809) Reclassification of historical coffee business operating income (9) (342) Reclassification of equity method investment earnings (10) (51) Adjusted Operating Income (1) for the Year Ended December 31, 2015 $3,316 Higher net pricing 422 Higher input costs (131) Favorable volume/mix 11 Lower selling, general and administrative expenses 318 Gains on sales of property (11) 46 Higher VAT-related settlements 24 Impact from acquisitions (11) 4 Impact of accounting calendar change (12) (36) Other (1) Total change in Adjusted Operating Income (constant currency) (1) 657 19.8% Unfavorable currency translation (171) Total change in Adjusted Operating Income (1) 486 14.7% Adjusted Operating Income (1) for the Year Ended December 31, 2016 $3,802 2014-2018 Restructuring Program costs (2) (1,086) Intangible asset impairment charges (3) (137) Mark-to-market losses from derivatives (4) (94) Acquisition integration costs (5) (7) Acquisition-related costs (5) (1) Divestiture-related costs (13) (86) Operating income from divestiture (6) 153 Gain on divestiture (6) 9 Gain on sale of intangible assets (14) 15 Other/rounding 1 Operating Income for the Year Ended December 31, 2016 $2,569 (71.1)% (1)Refer to the Non-GAAP Financial Measures section at the end of this item. (2)Refer to Note 6, 2014-2018 Restructuring Program, for more information. Refer to the Annual Report on Form 10-K for the year ended December 31, 2016 foradditional information in Note 6, Restructuring Programs. 36 Table of Contents (3)Refer to Note 5, Goodwill and Intangible Assets, for more information on the impairment charges recorded in 2016 and 2015 related to trademarks. (4)Refer to Note 8, Financial Instruments, Note 16, Segment Reporting, and Non-GAAP Financial Measures appearing later in this section for more information onthese unrealized gains and losses on commodity and forecasted currency transaction derivatives. (5)Refer to Note 2, Divestitures and Acquisitions, for more information on the acquisition of a biscuit business in Vietnam. (6)Refer to Note 2, Divestitures and Acquisitions, for more information on the December 1, 2016 sale of a confectionery business in Costa Rica. The sale of theconfectionery business in Costa Rica generated a pre-tax and after-tax gain of $9 million in 2016. Refer to our Annual Report on Form 10-K for the year endedDecember 31, 2016 for more information on the April 23, 2015 divestiture of Ajinomoto General Foods, Inc. (“AGF”). The divestiture of AGF generated apre-tax gain of $13 million and after-tax loss of $9 million in 2015. (7)Includes the historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 1, Summary of SignificantAccounting Policies – Currency Translation and Highly Inflationary Accounting: Venezuela, for more information on the deconsolidation and remeasurementloss in 2015. (8)Refer to Note 2, Divestitures and Acquisitions, for more information on the JDE coffee business transactions. (9)Includes our historical global coffee business prior to the July 2, 2015 divestiture. We reclassified the results of our historical coffee business from AdjustedOperating Income and included them with equity method investment earnings in Adjusted EPS to facilitate comparisons of past and future coffee operatingresults. Refer to Note 2, Divestitures and Acquisitions, and Non-GAAP Financial Measures appearing later in this section for more information. (10)Historically, we have recorded income from equity method investments within our operating income as these investments operated as extensions of our basebusiness. Beginning in the third quarter of 2015, to align with the accounting for JDE earnings, we began to record the earnings from our equity methodinvestments in after-tax equity method investment earnings outside of operating income. In periods prior to July 2, 2015, we have reclassified the equitymethod earnings from Adjusted Operating Income to evaluate our operating results on a consistent basis. (11)Refer to Note 2, Divestitures and Acquisitions, for more information on the 2016 purchase of a license to manufacture, market and sell Cadbury-brandedbiscuits in additional key markets and other property sales in 2016. (12)Refer to Note 1, Summary of Significant Accounting Policies – Accounting Calendar Change, for more information on the accounting calendar change in 2015. (13)Includes costs incurred and accrued related to the planned sale of a confectionery business in France. Refer to Note 2, Divestitures and Acquisitions, formore information. (14)Refer to Note 2, Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland.During 2016, we realized higher net pricing while input costs increased modestly. Higher net pricing, which included the carryover impact of pricingactions taken in 2015, was reflected in Latin America and AMEA, partially offset by lower net pricing in Europe and North America. The increase ininput costs was driven by higher raw material costs, in part due to higher currency exchange transaction costs on imported materials, which werepartially offset by lower manufacturing costs due to productivity. Favorable volume/mix was driven by Europe and North America, which wasmostly offset by unfavorable volume/mix in Latin America and AMEA.Total selling, general and administrative expenses decreased $1,037 million from 2015, due to a number of factors noted in the table above,including in part, the deconsolidation of our historical coffee business, a favorable currency impact, lower costs associated with the JDE coffeebusiness transactions, the deconsolidation of our Venezuelan operations, gains on the sales of property, VAT-related settlements and the absenceof devaluation charges related to our net monetary assets in Venezuela in 2016. The decreases were partially offset by increases from divestiture-related costs associated with the planned sale of a confectionery business in France, the reclassification of equity method investment earnings,higher implementation costs incurred for the 2014-2018 Restructuring Program and the impact of acquisitions.Excluding the factors noted above, selling, general and administrative expenses decreased $318 million from 2015. The decrease was drivenprimarily by lower overhead costs due to continued cost reduction efforts.We recorded a benefit of $54 million in 2016 from VAT-related settlements in Latin America as compared to $30 million in 2015. Unfavorablecurrency impacts decreased operating income by $171 million due primarily to the strength of the U.S. dollar relative to most currencies, includingthe British pound sterling, Argentinean peso and Mexican peso.Operating income margin decreased from 30.0% in 2015 to 9.9% in 2016. The decrease in operating income margin was driven primarily by lastyear’s pre-tax gain on the JDE coffee business transactions, the deconsolidation of our historical coffee business, the deconsolidation of ourVenezuelan operations, the unfavorable year-over-year change in mark-to-market gains/losses from derivatives, higher costs incurred for the 2014-2018 Restructuring Program, divestiture-related costs associated with the planned sale of a confectionery business in France, higher intangibleasset impairment charges and the reclassification of equity method earnings. The items that decreased our operating income margin were partiallyoffset by the prior-year loss on the Venezuela deconsolidation, an increase in our Adjusted Operating Income margin and the absence of costsassociated with the JDE coffee business transactions. Adjusted Operating Income margin increased from 12.7% in 2015 to 15.0% in 2016. Theincrease in Adjusted Operating Income margin was driven primarily by lower overheads from cost reduction programs, improved gross marginreflecting productivity efforts, gains on sales of property and VAT-related settlements. 37 Table of ContentsNet Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $1,659 milliondecreased by $5,608 million (77.2%) in 2016. Diluted EPS attributable to Mondelēz International was $1.05 in 2016, down $3.39 (76.4%) from2015. Adjusted EPS (1) was $1.86 in 2016, up $0.33 (21.6%) from 2015. Adjusted EPS on a constant currency basis (1) was $1.92 in 2016, up$0.39 (25.5%) from 2015. Diluted EPS Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2015 $4.44 2014-2018 Restructuring Program costs (2) 0.45 Intangible asset impairment charges (3) 0.03 Mark-to-market gains from derivatives (4) (0.03) Acquisition integration costs (5) – Acquisition-related costs (5) – Net earnings from divestiture (6) (0.07) Loss on divestiture (6) 0.01 Net earnings from Venezuelan subsidiaries (7) (0.10) Remeasurement of net monetary assets in Venezuela (7) 0.01 Loss on deconsolidation of Venezuela (7) 0.48 Gain on the JDE coffee business transactions (8) (4.05) (Income) / costs associated with the JDE coffee business transactions (8) (0.01) Loss related to interest rate swaps (9) 0.01 Loss on debt extinguishment and related expenses (10) 0.29 Equity method investee acquisition-related and other adjustments (11) 0.07 Adjusted EPS (1) for the Year Ended December 31, 2015 $1.53 Increase in operations 0.28 Decrease in operations from historical coffee business, net of increase in equity method investment net earnings (12) (0.05) Gains on sales of property (5) 0.02 VAT-related settlements 0.03 Impact of acquisitions (5) – Impact of accounting calendar change (13) (0.01) Lower interest and other expense, net (14) – Changes in shares outstanding (15) 0.08 Changes in income taxes (16) 0.04 Adjusted EPS (constant currency) (1) for the Year Ended December 31, 2016 $1.92 Unfavorable currency translation (0.06) Adjusted EPS (1) for the Year Ended December 31, 2016 $1.86 2014-2018 Restructuring Program costs (2) (0.51) Intangible asset impairment charges (3) (0.06) Mark-to-market losses from derivatives (4) (0.05) Acquisition integration costs (5) (0.01) Acquisition-related costs (5) – Divestiture-related costs (17) (0.05) Net earnings from divestiture (6) 0.08 Gain on divestiture (6) – Gain on sale of intangible assets (5) 0.01 Loss related to interest rate swaps (9) (0.04) Loss on debt extinguishment and related expenses (10) (0.17) Gain on equity method investment transaction (18) 0.03 Equity method investee acquisition-related and other adjustments (11) (0.04) Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2016 $1.05 (1)Refer to the Non-GAAP Financial Measures section appearing later in this section. (2)Refer to Note 6, 2014-2018 Restructuring Program, for more information. (3)Refer to Note 5, Goodwill and Intangible Assets, for more information on the impairment charges recorded in 2016 and 2015 related to trademarks. 38 Table of Contents (4)Refer to Note 8, Financial Instruments, Note 16, Segment Reporting, and Non-GAAP Financial Measures appearing later in this section for more information onthese unrealized gains and losses on commodity and forecasted currency transaction derivatives. (5)Refer to Note 2, Divestitures and Acquisitions, for more information on the 2016 purchase of a license to manufacture, market and sell Cadbury-brandedbiscuits in additional key markets, 2016 intangible asset sale in Finland, 2015 acquisitions of a biscuit operation in Vietnam and Enjoy Life Foods and otherproperty sales in 2016. (6)Refer to Note 2, Divestitures and Acquisitions, for more information on the December 1, 2016 sale of a confectionery business in Costa Rica. The sale of theconfectionery business in Costa Rica generated a pre-tax and after-tax gain of $9 million in 2016. Refer to our Annual Report on Form 10-K for the year endedDecember 31, 2016 for more information on the April 23, 2015 divestiture of AGF. The divestiture of AGF generated a pre-tax gain of $13 million and after-taxloss of $9 million in 2015. (7)Includes the historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 1, Summary of SignificantAccounting Policies – Currency Translation and Highly Inflationary Accounting: Venezuela, for more information on the deconsolidation and remeasurementloss in 2015. (8)Refer to Note 2, Divestitures and Acquisitions, for more information on the JDE coffee business transactions. Net gains of $436 million in 2015 on the currencyhedges related to the coffee business transactions were recorded in interest and other expense, net and are included in the income/(costs) associated withthe coffee business transactions of $(0.01) in the table above. (9)Refer to Note 8, Financial Instruments, for more information on our interest rate swaps, which we no longer designate as cash flow hedges due to a change infinancing and hedging plans. (10)Refer to Note 7, Debt and Borrowing Arrangements, for more information on our loss on debt extinguishment and related expenses in connection with our debttender offers. (11)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs and restructuring program costs, recordedby our JDE and Keurig equity method investees. (12)Includes our historical global coffee business prior to the July 2, 2015 deconsolidation. We reclassified the results of our historical coffee business fromAdjusted Operating Income and included them with equity method investment earnings in Adjusted EPS to facilitate comparisons of past and future coffeeoperating results. Refer to Note 2, Divestitures and Acquisitions, and Non-GAAP Financial Measures appearing later in this section for more information. (13)Refer to Note 1, Summary of Significant Accounting Policies, for more information on the accounting calendar change in 2015. (14)Excludes the favorable currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation. (15)Refer to Note 10, Stock Plans, for more information on our equity compensation programs, Note 11, Capital Stock, for more information on our sharerepurchase program and Note 15, Earnings Per Share, for earnings per share weighted-average share information. (16)Refer to Note 14, Income Taxes, for more information on items affecting income taxes. (17)Includes costs incurred and accrued related to the planned sale of a confectionery business in France. Refer to Note 2, Divestitures and Acquisitions, formore information. (18)Refer to Note 2, Divestitures and Acquisitions – Keurig Transaction, for more information on the 2016 acquisition of an interest in Keurig.Results of Operations by Reportable SegmentOur operations and management structure are organized into four reportable operating segments: • Latin America • AMEA • Europe • North AmericaOn October 1, 2016, we integrated our EEMEA operating segment into our Europe and Asia Pacific operating segments to further leverage andoptimize the operating scale built within the Europe and Asia Pacific regions. Russia, Ukraine, Turkey, Belarus, Georgia and Kazakhstan werecombined within our Europe operating segment, while the remaining Middle East and African countries were combined within our Asia Pacificregion to form a new AMEA regional operating segment. We have reflected the segment change as if it had occurred in all periods presented.We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectivelyand pursue growth opportunities as they arise in our key markets. Our regional management teams have responsibility for the business, productcategories and financial results in the regions.Historically, we have recorded income from equity method investments within our operating income as these investments were part of our basebusiness. Beginning in the third quarter of 2015, to align with the accounting for our new coffee equity method investment in JDE, we began torecord the earnings from our equity method investments in equity method investment earnings outside of segment operating income. For the sixmonths ended December 31, 2015, after-tax equity method investment net earnings were less than $1 million on a combined basis. Earnings fromequity method investments through July 2, 2015 recorded within segment operating income were $52 million in AMEA and $4 million in NorthAmerica. See Note 1, Summary of Significant Accounting Policies – Principles of Consolidation, and Note 2, Divestitures and Acquisitions, foradditional information. 39 Table of ContentsIn 2015, we also began to report stock-based compensation for our corporate employees within general corporate expenses that were reportedwithin our North America region. We reclassified $32 million of corporate stock-based compensation expense in 2015 from the North Americasegment to general corporate expenses.We use segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measureto help investors analyze segment performance and trends. See Note 16, Segment Reporting, for additional information on our segments andItems Affecting Comparability of Financial Results earlier in this section for items affecting our segment operating results.Our segment net revenues and earnings, reflecting our current segment structure for all periods presented, were: For the Years Ended December 31, 2017 2016 2015 (in millions) Net revenues: Latin America (1) $3,566 $3,392 $4,988 AMEA (2) 5,739 5,816 6,002 Europe (2) 9,794 9,755 11,672 North America 6,797 6,960 6,974 Net revenues $25,896 $25,923 $29,636 (1)Net revenues of $1,217 million for 2015 from our Venezuelan subsidiaries are included in our consolidated financial statements. Beginning in 2016, we accountfor our Venezuelan subsidiaries using the cost method of accounting and no longer include net revenues of our Venezuelan subsidiaries within ourconsolidated financial statements. Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting:Venezuela, for more information. (2)On July 2, 2015, we contributed our global coffee businesses primarily from our Europe and AMEA segments. Net revenues of our global coffee businesswere $1,561 million in Europe and $66 million in AMEA for the year ended December 31, 2015. Refer to Note 2, Divestitures and Acquisitions – JDE CoffeeBusiness Transactions, for more information. For the Years Ended December 31, 2017 2016 2015 (in millions) Earnings before income taxes: Operating income: Latin America $565 $271 $485 AMEA 516 506 389 Europe 1,680 1,267 1,350 North America 1,120 1,078 1,105 Unrealized (losses)/gains on hedging activities(mark-to-market impacts) (96) (94) 96 General corporate expenses (287) (291) (383) Amortization of intangibles (178) (176) (181) Net gain on divestitures 186 9 6,822 Loss on deconsolidation of Venezuela – – (778) Acquisition-related costs – (1) (8) Operating income 3,506 2,569 8,897 Interest and other expense, net (382) (1,115) (1,013) Earnings before income taxes $3,124 $1,454 $7,884 40 Table of ContentsLatin America For the Years EndedDecember 31, 2017 2016 $ change % change (in millions) Net revenues $3,566 $3,392 $174 5.1% Segment operating income 565 271 294 108.5% For the Years EndedDecember 31, 2016 2015 $ change % change (in millions) Net revenues $3,392 $4,988 $(1,596) (32.0)% Segment operating income 271 485 (214) (44.1)% 2017 compared with 2016:Net revenues increased $174 million (5.1%), due to higher net pricing (7.7 pp) and favorable currency (1.9 pp), partially offset by unfavorablevolume/mix (4.2 pp) and the impact of a divestiture (0.3 pp). Higher net pricing was reflected across all categories driven primarily by Argentina,Brazil and Mexico. Favorable currency impacts were due primarily to the strength of several currencies in the region relative to the U.S. dollar,primarily the Brazilian real, partially offset by the strength of the U.S. dollar relative to the Argentinean peso and Mexican peso. Unfavorablevolume/mix, which occurred across most of the region, was largely due to the impact of pricing-related elasticity. In addition, only a portion of theshipments delayed at the end of the second quarter due to the malware incident was recovered. Unfavorable volume/mix was driven by declines inall categories except chocolate and candy. On December 1, 2016, we sold a small confectionery business in Costa Rica.Segment operating income increased $294 million (108.5%), primarily due to higher net pricing, the benefit from the resolution of a Brazilianindirect tax matter of $153 million, lower manufacturing costs, lower costs incurred for the 2014-2018 Restructuring Program, favorable currencyand lower advertising and consumer promotion costs. These favorable items were partially offset by higher raw material costs, unfavorablevolume/mix and higher other selling, general and administrative expenses (net of prior-year VAT-related settlements).2016 compared with 2015:Net revenues decreased $1,596 million (32.0%), due to the deconsolidation of our Venezuelan operations (21.9 pp), unfavorable currency (14.8 pp),unfavorable volume/mix (5.3 pp) and the impact of a divestiture (0.1 pp), partially offset by higher net pricing (10.1 pp). The deconsolidation of ourVenezuelan operations resulted in a year-over-year decrease in net revenues of $1,217 million. Unfavorable currency impacts were due primarily tothe strength of the U.S. dollar relative to most currencies in the region, including the Argentinean peso and Mexican peso. Unfavorablevolume/mix, which primarily occurred in Brazil and Argentina, was largely due to the impact of pricing-related elasticity as well as strategicdecisions to exit certain low-margin product lines. Unfavorable volume/mix was driven by declines in all categories except for cheese & grocery.Higher net pricing was reflected across all categories driven primarily by Argentina, Brazil and Mexico.Segment operating income decreased $214 million (44.1%), primarily due to higher raw material costs, the deconsolidation of our Venezuelanoperations, unfavorable volume/mix and unfavorable currency. These unfavorable items were partially offset by higher net pricing, lower otherselling, general and administrative expenses (including higher year-over year VAT-related settlements), lower manufacturing costs, loweradvertising and consumer promotion costs, lower costs incurred for the 2014-2018 Restructuring Program and the absence of remeasurementlosses in 2016 related to our net monetary assets in Venezuela. 41 Table of ContentsAMEA For the Years EndedDecember 31, 2017 2016 $ change % change (in millions) Net revenues $5,739 $5,816 $(77) (1.3)% Segment operating income 516 506 10 2.0% For the Years EndedDecember 31, 2016 2015 $ change % change (in millions) Net revenues $5,816 $6,002 $(186) (3.1)% Segment operating income 506 389 117 30.1% 2017 compared with 2016:Net revenues decreased $77 million (1.3%), due to the impact of divestitures (2.2 pp), unfavorable currency (1.8 pp) and unfavorable volume/mix(0.2 pp), partially offset by higher net pricing (2.9 pp). The impact of divestitures, primarily related to the grocery & cheese business in Australiaand New Zealand that was divested on July 4, 2017, resulted in a year-over-year decline in net revenues of $128 million for 2017. Unfavorablecurrency impacts were due primarily to the strength of the U.S. dollar relative to several currencies in the region, including the Egyptian pound,Nigerian naira, Philippine peso, Chinese yuan and Japanese yen, partially offset by the strength of several other currencies in the region relative tothe U.S. dollar, including the Australian dollar, Indian rupee and South African rand. Unfavorable volume/mix was driven by declines in refreshmentbeverages, cheese & grocery, gum and candy, partially offset by gains in chocolate and biscuits. In addition, only a portion of the shipmentsdelayed at the end of the second quarter due to the malware incident was recovered. Higher net pricing was reflected across all categories exceptcheese & grocery.Segment operating income increased $10 million (2.0%), primarily due to higher net pricing, lower other selling, general and administrativeexpenses (including a property insurance recovery), lower manufacturing costs and lower advertising and consumer promotion costs. Thesefavorable items were mostly offset by higher raw material costs, unfavorable currency, unfavorable volume/mix, higher costs incurred for the 2014-2018 Restructuring Program, the impact of divestitures and higher intangible asset impairment charges.2016 compared with 2015:Net revenues decreased $186 million (3.1%), due to unfavorable currency (3.9 pp), the adjustment for deconsolidating our historical coffeebusiness (1.1 pp) and unfavorable volume/mix (1.0 pp), partially offset by higher net pricing (1.7 pp) and the impact of an acquisition (1.2 pp).Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to most currencies in the region, including the Chineseyuan, Indian rupee, South African rand, Egyptian pound, Nigerian naira, Philippine peso and Australian dollar, partially offset by the strength of theJapanese yen relative to the U.S. dollar. The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease innet revenues of $66 million. Unfavorable volume/mix, including the unfavorable impact of strategic decisions to exit certain low-margin productlines, was driven by declines in candy, refreshment beverages, cheese & grocery and chocolate, partially offset by gains in biscuits and gum.Higher net pricing was driven by chocolate, candy, biscuits and refreshment beverages, partially offset by lower net pricing in gum and cheese &grocery. The acquisition of a biscuit operation in Vietnam in July 2015 added net revenues of $71 million (constant currency basis).Segment operating income increased $117 million (30.1%), primarily due to lower manufacturing costs, higher net pricing, lower other selling,general and administrative expenses, lower costs incurred for the 2014-2018 Restructuring Program, the absence of costs associated with thecoffee business transactions and the impact of the Vietnam acquisition. These favorable items were partially offset by higher raw material costs,the reclassification of equity method investment earnings, unfavorable volume/mix, unfavorable currency, the deconsolidation of our historicalcoffee business and the impact of divestitures. 42 Table of ContentsEurope For the Years EndedDecember 31, 2017 2016 $ change % change (in millions) Net revenues $9,794 $9,755 $39 0.4% Segment operating income 1,680 1,267 413 32.6% For the Years EndedDecember 31, 2016 2015 $ change % change (in millions) Net revenues $9,755 $11,672 $(1,917) (16.4)% Segment operating income 1,267 1,350 (83) (6.1)% 2017 compared with 2016:Net revenues increased $39 million (0.4%), due to favorable volume/mix (1.4 pp), favorable currency (1.0 pp), and the impact of an acquisition (0.6pp), partially offset by the impact of divestitures (2.5 pp) and lower net pricing (0.1 pp). Favorable volume/mix was driven by chocolate andbiscuits, partially offset by declines in gum, cheese & grocery, candy and refreshment beverages. In addition, a portion of the shipments delayedat the end of the second quarter due to the malware incident was not recovered. Favorable currency impacts reflected the strength of several othercurrencies relative to the U.S. dollar, primarily the euro and Russian ruble, partially offset by the strength of the U.S. dollar against severalcurrencies in the region, including the British pound sterling and Turkish lira. The November 2016 acquisition of a business and license tomanufacture, market and sell Cadbury-branded biscuits added net revenues of $59 million (constant currency basis). The impact of divestitures,primarily due to the sale of a confectionery business in France, resulted in a year-over-year decline in net revenues of $234 million for 2017. Lowernet pricing was driven by biscuits, mostly offset by higher net pricing in all other categories.Segment operating income increased $413 million (32.6%), primarily due to lower manufacturing costs, lower costs incurred for the 2014-2018Restructuring Program, lower other selling, general and administrative expenses, lower divestiture-related costs, lower advertising and consumerpromotion costs, the benefit from the settlement of a Cadbury tax matter, favorable volume/mix, lower intangible asset impairment charges,favorable currency and the impact of an acquisition. These favorable items were partially offset by higher raw material costs, the impact ofdivestitures, incremental costs incurred due to the malware incident, lower net pricing and a prior-year gain on the sale of an intangible asset.2016 compared with 2015:Net revenues decreased $1,917 million (16.4%), due to the adjustment for deconsolidating our historical coffee business (12.9 pp), unfavorablecurrency (4.4 pp), lower net pricing (0.4 pp) and the impact of divestitures (0.2 pp), partially offset by favorable volume/mix (1.3 pp) and the impactof an acquisition (0.2 pp). The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenuesof $1,561 million. Unfavorable currency impacts reflected the strength of the U.S. dollar against most currencies in the region, primarily the Britishpound sterling. Lower net pricing was reflected across most categories except candy and gum. Favorable volume/mix, including the unfavorableimpact of strategic decisions to exit certain low-margin product lines, was driven by biscuits, chocolate and cheese & grocery, partially offset bydeclines in gum, candy and refreshment beverages. The purchase of the license to manufacture, market and sell Cadbury-branded biscuits inNovember 2016 added net revenues of $16 million (constant currency basis).Segment operating income decreased $83 million (6.1%), primarily due to the deconsolidation of our historical coffee business, unfavorablecurrency, higher raw material costs, divestiture-related costs, higher costs incurred for the 2014-2018 Restructuring Program, lower net pricing,higher intangible asset impairment charges and the impact of divestitures. These unfavorable items were partially offset by the absence of costsassociated with the JDE coffee business transactions, lower manufacturing costs, lower other selling, general and administrative expenses,favorable volume/mix and a gain on the sale of an intangible asset. 43 Table of ContentsNorth America For the Years Ended December 31, 2017 2016 $ change % change (in millions) Net revenues $6,797 $6,960 $(163) (2.3)% Segment operating income 1,120 1,078 42 3.9 % For the Years Ended December 31, 2016 2015 $ change % change (in millions) Net revenues $6,960 $6,974 $(14) (0.2)% Segment operating income 1,078 1,105 (27) (2.4)% 2017 compared with 2016:Net revenues decreased $163 million (2.3%), due to unfavorable volume/mix (1.8 pp), lower net pricing (0.6 pp) and the impact of divestitures (0.1pp), partially offset by favorable currency (0.2 pp). Unfavorable volume/mix, primarily caused by shipments delayed at the end of the secondquarter due to the malware incident that were not recovered, was driven by declines in gum, biscuits and candy, partially offset by a gain inchocolate. Lower net pricing was reflected in biscuits and chocolate, partially offset by higher net pricing in candy and gum. Favorable currencyimpact was due to the strength of the Canadian dollar relative to the U.S. dollar.Segment operating income increased $42 million (3.9%), primarily due to lower costs incurred for the 2014-2018 Restructuring Program, lower otherselling, general and administrative expenses (net of the prior-year’s gain on sale of property), lower manufacturing costs, lower advertising andconsumer promotion costs and lower raw material costs. These favorable items were partially offset by unfavorable volume/mix, incremental costsincurred due to the malware incident, lower net pricing, the impact of divestitures and prior-year gain on the sale of an intangible asset.2016 compared with 2015:Net revenues decreased $14 million (0.2%), due to the impact of an accounting calendar change made in the prior year (1.1 pp), unfavorablecurrency (0.3 pp) and lower net pricing (0.2 pp), mostly offset by favorable volume/mix (1.4 pp). The prior-year change in North America’saccounting calendar resulted in a year-over-year decrease in net revenues of $76 million. Unfavorable currency impact was due to the strength ofthe U.S. dollar relative to the Canadian dollar. Lower net pricing was reflected in biscuits and candy, partially offset by higher net pricing inchocolate and gum. Favorable volume/ mix, including the unfavorable impact of strategic decisions to exit certain low-margin product lines, wasdriven by gains in biscuits and candy, partially offset by declines in gum and chocolate.Segment operating income decreased $27 million (2.4%), primarily due to higher costs incurred for the 2014-2018 Restructuring Program, higheradvertising and consumer promotion costs, intangible asset impairment charges, the year-over-year impact of the prior-year accounting calendarchange, higher raw material costs and lower net pricing. These unfavorable items were mostly offset by lower other selling, general andadministrative expenses (including the gain on sale of property), lower manufacturing costs, favorable volume/mix and the gain on the sale of anintangible asset. 44 Table of ContentsCritical Accounting EstimatesWe prepare our consolidated financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires the use ofestimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements andreported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions.Note 1, Summary of Significant Accounting Policies, to the consolidated financial statements includes a summary of the significant accountingpolicies we used to prepare our consolidated financial statements. We have discussed the selection and disclosure of our critical accountingpolicies and estimates with our Audit Committee. The following is a review of our most significant assumptions and estimates.Goodwill and Non-Amortizable Intangible Assets:We have historically annually tested goodwill and non-amortizable intangible assets for impairment as of October 1. This year, we voluntarilychanged the annual impairment assessment date from October 1 to July 1. We believe this measurement date, which represents a change in themethod of applying an accounting principle, is preferable because it better aligns with our strategic business planning process and financialforecasts which are key components of the annual impairment tests. The change in the measurement date did not delay, accelerate or prevent animpairment charge. Each quarter, we have evaluated goodwill and intangible asset impairment risks and recognized any related impairments todate. As such, the change in the annual test date was applied on July 1, 2017.We assess goodwill impairment risk throughout the year by performing a qualitative review of entity-specific, industry, market and generaleconomic factors affecting our goodwill reporting units. We review our operating segment and reporting unit structure for goodwill testing annuallyor as significant changes in the organization occur. Annually, we may perform qualitative testing, or depending on factors such as prior-year testresults, current year developments, current risk evaluations and other practical considerations, we may elect to do quantitative testing instead. Inour quantitative testing, we compare a reporting unit’s estimated fair value with its carrying value. We estimate a reporting unit’s fair value using adiscounted cash flow method which incorporates planned growth rates, market-based discount rates and estimates of residual value. This year, forour Europe and North America reporting units, we used a market-based, weighted-average cost of capital of 7.2% to discount the projected cashflows of those operations. For our Latin America and AMEA reporting units, we used a risk-rated discount rate of 10.2%. Estimating the fair valueof individual reporting units requires us to make assumptions and estimates regarding our future plans and industry and economic conditions, andour actual results and conditions may differ over time. If the carrying value of a reporting unit’s net assets exceeds its fair value, we wouldrecognize an impairment charge for the amount by which the carrying value exceeds the reporting unit fair value.In 2017, 2016 and 2015, there were no impairments of goodwill. In connection with our 2017 annual impairment testing, each of our reporting unitshad sufficient fair value in excess of carrying value. While all reporting units passed our annual impairment testing, if we do not meet businessperformance expectations or specific valuation factors outside of our control, such as discount rates, change significantly, then the estimated fairvalues of a reporting unit or reporting units might decline and lead to a goodwill impairment in the future.Annually, we assess non-amortizable intangible assets for impairment by performing a qualitative review and assessing events and circumstancesthat could affect the fair value or carrying value of the indefinite-lived intangible assets. If significant potential impairment risk exists for a specificasset, we quantitatively test it for impairment by comparing its estimated fair value with its carrying value. We determine estimated fair value usingplanned growth rates, market-based discount rates and estimates of royalty rates. If the carrying value of the asset exceeds its estimated fairvalue, the asset is impaired and its carrying value is reduced to the estimated fair value. 45 Table of ContentsDuring our 2017 annual testing of non-amortizable intangible assets, we recorded $70 million of impairment charges in the third quarter of 2017related to five trademarks. The impairments arose due to lower than expected product growth in part driven by decisions to redirect support fromthese trademarks to other regional and global brands. We recorded charges related to candy and gum trademarks of $52 million in AMEA,$11 million in Europe, $5 million in Latin America and $2 million in North America. The impairment charges were calculated as the excess of thecarrying value over the estimated fair value of the intangible assets on a global basis and were recorded within asset impairment and exit costs.We primarily use a relief of royalty valuation method, which utilizes estimates of future sales, growth rates, royalty rates and discount rates indetermining a brand’s global fair value. We also noted thirteen brands, including the five impaired trademarks, with $963 million of aggregate bookvalue as of December 31, 2017 that each had a fair value in excess of book value of 10% or less. We believe our current plans for each of thesebrands will allow them to continue to not be impaired, but if we do not meet the product line expectations or specific valuation factors outside ofour control, such as discount rates, change significantly, then a brand or brands could become impaired in the future. In 2016, we recordedcharges related to biscuits, candy and gum trademarks of $41 million in AMEA, $32 million in North America, $22 million in Europe, and $3 millionin Latin America. In 2015, we recorded a $44 million charge related to candy and biscuit trademarks in AMEA, $22 million in Europe and $5 millionin Latin America.Refer to Note 5, Goodwill and Intangible Assets, for additional information.Trade and marketing programs:We promote our products with trade and sales incentives as well as marketing and advertising programs. These programs include, but are notlimited to, new product introduction fees, discounts, coupons, rebates and volume-based incentives as well as cooperative advertising, in-storedisplays and consumer marketing promotions. Trade and sales incentives are recorded as a reduction to revenues based on amounts estimateddue to customers and consumers at the end of a period. We base these estimates principally on historical utilization and redemption rates. Forinterim reporting purposes, advertising and consumer promotion expenses are charged to operations as a percentage of volume, based onestimated sales volume and estimated program spending. We do not defer costs on our year-end consolidated balance sheet and all marketingand advertising costs are recorded as an expense in the year incurred.Employee Benefit Plans:We sponsor various employee benefit plans throughout the world. These include primarily pension plans and postretirement healthcare benefits.For accounting purposes, we estimate the pension and postretirement healthcare benefit obligations utilizing assumptions and estimates fordiscount rates; expected returns on plan assets; expected compensation increases; employee-related factors such as turnover, retirement age andmortality; and health care cost trends. We review our actuarial assumptions on an annual basis and make modifications to the assumptions basedon current rates and trends when appropriate. Our assumptions also reflect our historical experiences and management’s best judgment regardingfuture expectations. These and other assumptions affect the annual expense and obligations recognized for the underlying plans.As permitted by U.S. GAAP, we generally amortize the effect of changes in the assumptions over future periods. The cost or benefit of planchanges, such as increasing or decreasing benefits for prior employee service (prior service cost), is deferred and included in expense on astraight-line basis over the average remaining service period of the employees expected to receive benefits.Since pension and postretirement liabilities are measured on a discounted basis, the discount rate significantly affects our plan obligations andexpenses. The expected return on plan assets assumption affects our pension plan expenses, as many of our pension plans are partially funded.The assumptions for discount rates and expected rates of return and our process for setting these assumptions are described in Note 9, BenefitPlans, to the consolidated financial statements. 46 Table of ContentsWhile we do not anticipate further changes in the 2018 assumptions for our U.S. and non-U.S. pension and postretirement health care plans, as asensitivity measure, a fifty-basis point change in our discount rates or the expected rate of return on plan assets would have the following effects,increase/(decrease), on our annual benefit plan costs: As of December 31, 2017 U.S. Plans Non-U.S. Plans Fifty-Basis-Point Fifty-Basis-Point Increase Decrease Increase Decrease (in millions) Effect of change in discount rate on pension costs $(16) $17 $(67) $76 Effect of change in expected rate of return onplan assets on pension costs (8) 8 (43) 43 Effect of change in discount rate onpostretirement health care costs (3) 4 (1) 1 Income Taxes:As a global company, we calculate and provide for income taxes in each tax jurisdiction in which we operate. The provision for income taxesincludes the amounts payable or refundable for the current year, the effect of deferred taxes and impacts from uncertain tax positions. Ourprovision for income taxes is significantly affected by shifts in the geographic mix of our pre-tax earnings across tax jurisdictions, changes in taxlaws and regulations, tax planning opportunities available in each tax jurisdiction and the ultimate outcome of various tax audits.Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financialstatement and tax bases of our assets and liabilities and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities aremeasured using enacted tax rates that will apply to taxable income in the years in which those differences are expected to be recovered or settled.Valuation allowances are established for deferred tax assets when it is more likely than not that a tax benefit will not be realized.We believe our tax positions comply with applicable tax laws and that we have properly accounted for uncertain tax positions. We recognize taxbenefits in our financial statements from uncertain tax positions only if it is more likely than not that the tax position will be sustained by the taxingauthorities based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that is greaterthan 50 percent likely of being realized upon resolution. We evaluate uncertain tax positions on an ongoing basis and adjust the amount recognizedin light of changing facts and circumstances, such as the progress of a tax audit or expiration of a statute of limitations. We believe the estimatesand assumptions used to support our evaluation of uncertain tax positions are reasonable. However, final determination of historical tax liabilities,whether by settlement with tax authorities, judicial or administrative ruling or due to expiration of statutes of limitations, could be materiallydifferent from estimates reflected on our consolidated balance sheet and historical income tax provisions. The outcome of these finaldeterminations could have a material effect on our provision for income taxes, net earnings or cash flows in the period in which the determinationis made.As a result of the U.S. tax reform and the related SEC guidance, we included provisional estimates in our consolidated financial statements forsome impacts of the new tax legislation. We were unable to make a reasonable estimate for other provisions of the legislation and did not includean estimate in our consolidated financial statements. See Note 14, Income Taxes, for further discussion of the provisional amounts related to U.S.tax reform included in our financial statements and a discussion of the items for which no estimate could be made, as well as additionalinformation on our effective tax rate, current and deferred taxes, valuation allowances and unrecognized tax benefits.Contingencies:See Note 12, Commitments and Contingencies, to the consolidated financial statements.New Accounting Guidance:See Note 1, Summary of Significant Accounting Policies, to the consolidated financial statements for a discussion of new accounting standards. 47 Table of ContentsLiquidity and Capital ResourcesWe believe that cash from operations, our revolving credit facilities and our authorized long-term financing will provide sufficient liquidity for ourworking capital needs, planned capital expenditures, future contractual obligations, share repurchases, transition tax liability on our historicalaccumulated foreign earnings due to the U.S. tax reform and payment of our anticipated quarterly dividends. We continue to utilize our commercialpaper program, international credit lines and long-term debt issuances for regular funding requirements. We also use intercompany loans with ourinternational subsidiaries to improve financial flexibility. Overall, we do not expect any negative effects to our funding sources that would have amaterial effect on our liquidity.Net Cash Provided by Operating Activities:Operating activities provided net cash of $2,593 million in 2017, $2,838 million in 2016 and $3,728 million in 2015. Cash flows from operatingactivities were lower in 2017 than 2016 primarily due to increases in working capital including higher tax and VAT-related payments in 2017 andlower operating cash flows from divested businesses, partially offset by higher net earnings and lower pension contributions in 2017. Cash flowsfrom operating activities were lower in 2016 than 2015 due to higher contributions to our pension benefit plans in 2016 and higher working capitalcash improvements in 2015 than in 2016.Net Cash Provided by/(Used in) Investing Activities:Net cash used in investing activities was $301 million in 2017 and $1,029 million in 2016 and net cash provided by investing activities was$2,649 million in 2015. The decrease in net cash used in investing activities in 2017 relative to 2016 was due to higher net proceeds received fromdivestitures in 2017, no acquisition-related payments in 2017 as in 2016, and lower capital expenditures in 2017. The increase in net cash used ininvesting activities in 2016 relative to 2015 primarily relates to $4.7 billion of proceeds, net of divested cash and transaction costs, from thecontribution of our global coffee businesses to JDE, the divestiture of AGF and the cash receipt of $1.0 billion due to the settlement of currencyexchange forward contracts related to our coffee business transactions in 2015.Capital expenditures were $1,014 million in 2017, $1,224 million in 2016 and $1,514 million in 2015. We continue to make capital expendituresprimarily to modernize manufacturing facilities and support new product and productivity initiatives. We expect 2018 capital expenditures to be upto $1.0 billion, including capital expenditures in connection with our 2014-2018 Restructuring Program. We expect to continue to fund theseexpenditures from operations.Net Cash Used in Financing Activities:Net cash used in financing activities was $3,361 million in 2017, $1,862 million in 2016 and $5,883 million in 2015. The increase in net cash usedin financing activities in 2017 relative to 2016 was primarily due to lower net issuances of short-term and long-term debt as well as an increase individends paid, partly offset by lower Common Stock repurchases compared to the prior year. The decrease in net cash used in financing activitiesin 2016 relative to 2015 was primarily due to higher short-term debt issuances and $1.0 billion of lower share repurchases following the exceptionalyear of share repurchases using proceeds from the global coffee business transactions in 2015.Debt:From time to time we refinance long-term and short-term debt. Refer to Note 7, Debt and Borrowing Arrangements, for details of our tender offers,debt issuances and maturities during 2016-2017. The nature and amount of our long-term and short-term debt and the proportionate amount ofeach varies as a result of current and expected business requirements, market conditions and other factors. Due to seasonality, in the first andsecond quarters of the year, our working capital requirements grow, increasing the need for short-term financing. The second half of the yeartypically generates higher cash flows. As such, we may issue commercial paper or secure other forms of financing throughout the year to meetshort-term working capital needs.During 2016, one of our subsidiaries, Mondelez International Holdings Netherlands B.V. (“MIHN”), issued debt totaling $4.5 billion. The operationsheld by MIHN generated approximately 74.5% (or $19.3 billion) of the $25.9 billion of consolidated net revenue during fiscal year 2017 andrepresented approximately 75.5% (or $19.8 billion) of the $26.2 billion of net assets as of December 31, 2017.On February 3, 2017, our Board of Directors approved a new $5 billion long-term financing authority to replace the prior authority. As ofDecember 31, 2017, we had $4.7 billion of long-term financing authority remaining. 48 Table of ContentsIn the next 12 months, we expect $1.2 billion of long-term debt will mature as follows: fr.250 million Swiss franc notes ($257 million as ofDecember 31, 2017) in January 2018, $478 million in February 2018, £76 million sterling notes ($103 million as of December 31, 2017) in July2018, and $322 million in August 2018. We expect to fund these repayments with a combination of cash from operations and the issuance ofcommercial paper or long-term debt.Our total debt was $17.7 billion at December 31, 2017 and $17.2 billion at December 31, 2016. Our debt-to-capitalization ratio was 0.40 atDecember 31, 2017 and 0.41 at December 31, 2016. At December 31, 2017, the weighted-average term of our outstanding long-term debt was 6.2years. Our average daily commercial borrowings were $4.4 billion in 2017, $2.2 billion in 2016 and $2.2 billion in 2015. We had $3.4 billion ofcommercial paper borrowings outstanding at December 31, 2017 and $2.4 billion outstanding as of December 31, 2016. We expect to continue touse commercial paper to finance various short and long-term financing needs and to continue to comply with our long-term debt covenants. Referto Note 7, Debt and Borrowing Arrangements, for more information on our debt and debt covenants.Commodity TrendsWe regularly monitor worldwide supply, commodity cost and currency trends so we can cost-effectively secure ingredients, packaging and fuelrequired for production. During 2017, the primary drivers of the increase in our aggregate commodity costs were higher currency-related costs onour commodity purchases and increased costs for dairy, cocoa, sugar, packaging and other raw materials.A number of external factors such as weather conditions, commodity market conditions, currency fluctuations and the effects of governmentalagricultural or other programs affect the cost and availability of raw materials and agricultural materials used in our products. We address highercommodity costs and currency impacts primarily through hedging, higher pricing and manufacturing and overhead cost control. We use hedgingtechniques to limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge againstcommodity cost changes, such as dairy, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases inspecific raw material costs. Due to competitive or market conditions, planned trade or promotional incentives, fluctuations in currency exchangerates or other factors, our pricing actions may also lag commodity cost changes temporarily.We expect price volatility and a slightly higher aggregate cost environment to continue in 2018. While the costs of our principal raw materialsfluctuate, we believe there will continue to be an adequate supply of the raw materials we use and that they will generally remain available fromnumerous sources. 49 Table of ContentsOff-Balance Sheet Arrangements and Aggregate Contractual ObligationsWe have no significant off-balance sheet arrangements other than the contractual obligations discussed below.Guarantees:As discussed in Note 12, Commitments and Contingencies, we enter into third-party guarantees primarily to cover the long-term obligations of ourvendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. AtDecember 31, 2017, we had no material third-party guarantees recorded on our consolidated balance sheet.Guarantees do not have, and we do not expect them to have, a material effect on our liquidity.Aggregate Contractual Obligations:The following table summarizes our contractual obligations at December 31, 2017. Payments Due Total 2018 2019-20 2021-22 2023 andThereafter (in millions) Debt (1) $14,196 $1,162 $3,545 $4,127 $5,362 Interest expense (2) 3,330 348 556 431 1,995 Capital leases 3 1 2 – – Operating leases (3) 920 245 352 169 154 Purchase obligations: (4) Inventory and production costs 5,328 3,083 1,645 256 344 Other 831 694 130 6 1 6,159 3,777 1,775 262 345 U.S. tax reform transition liability (5) 1,317 128 200 200 789 Other long-term liabilities (6) 423 21 135 65 202 Total $26,348 $5,682 $6,565 $5,254 $8,847 (1)Amounts include the expected cash payments of our debt excluding capital leases, which are presented separately in the table above. The amounts alsoexclude $64 million of net unamortized non-cash bond premiums, discounts, bank fees and mark-to-market adjustments related to our interest rate swapsrecorded in total debt. (2)Amounts represent the expected cash payments of our interest expense on our long-term debt. Interest calculated on our euro, British pound sterling andSwiss franc notes was forecasted using currency exchange rates as of December 31, 2017. An insignificant amount of interest expense was excluded fromthe table for a portion of our other non-U.S. debt obligations due to the complexities involved in forecasting expected interest payments. (3)Operating lease payments represent the minimum rental commitments under non-cancelable operating leases. (4)Purchase obligations for inventory and production costs (such as raw materials, indirect materials and supplies, packaging, co-manufacturing arrangements,storage and distribution) are commitments for projected needs to be utilized in the normal course of business. Other purchase obligations includecommitments for marketing, advertising, capital expenditures, information technology and professional services. Arrangements are considered purchaseobligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and approximate timing of thetransaction. Most arrangements are cancelable without a significant penalty and with short notice (usually 30 days). Any amounts reflected on the consolidatedbalance sheet as accounts payable and accrued liabilities are excluded from the table above. (5)In connection with the U.S. tax reform, we currently estimate paying a $1.3 billion transition tax liability through 2026. The amounts and timing of our taxpayments are likely to change as a result of additional guidance expected to be issued in 2018. See Note 14, Income Taxes, for additional information on theU.S. tax reform and its impact on our financial statements. (6)Other long-term liabilities include estimated future benefit payments for our postretirement health care plans through December 31, 2027 of $235 million. Weare unable to reliably estimate the timing of the payments beyond 2027; as such, they are excluded from the above table. There are also another $126 millionof various other long-term liabilities that are expected to be paid over the next 5 years. In addition, the following long-term liabilities included on the consolidatedbalance sheet are excluded from the table above: accrued pension costs, unrecognized tax benefits, insurance accruals and other accruals. As ofDecember 31, 2017, our unrecognized tax benefit, including associated interest and penalties, classified as a long-term payable is $649 million. We currentlyexpect to make approximately $289 million in contributions to our pension plans in 2018. 50 Table of ContentsEquity and DividendsStock Plans:See Note 10, Stock Plans, to the consolidated financial statements for more information on our stock plans and grant activity during 2015-2017.Share Repurchases:See Note 11, Capital Stock, to the consolidated financial statements for more information on our share repurchase program.Between 2013 and 2017, our Board of Directors authorized the repurchase of a total of $13.7 billion of our Common Stock through December 31,2018. On January 31, 2018, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billionin the share repurchase program, raising the authorization to $19.7 billion of Common Stock repurchases, and extended the program throughDecember 31, 2020. We repurchased approximately $13 billion of shares ($2.2 billion in 2017, $2.6 billion in 2016, $3.6 billion in 2015, $1.9 billionin 2014 and $2.7 billion in 2013), at a weighted-average cost of $38.86 per share, through December 31, 2017. The number of shares that weultimately repurchase under our share repurchase program may vary depending on numerous factors, including share price and other marketconditions, our ongoing capital allocation planning, levels of cash and debt balances, other demands for cash, such as acquisition activity, generaleconomic or business conditions and board and management discretion. Additionally, our share repurchase activity during any particular periodmay fluctuate. We may accelerate, suspend, delay or discontinue our share repurchase program at any time, without notice.Dividends:We paid dividends of $1,198 million in 2017, $1,094 million in 2016 and $1,008 million in 2015. On August 2, 2017, the Finance Committee, withauthorization delegated from our Board of Directors, approved a 16% increase in the quarterly dividend to $0.22 per common share or $0.88 percommon share on an annualized basis. On July 19, 2016, our Board of Directors approved a 12% increase in the quarterly dividend to $0.19 percommon share or $0.76 per common share on an annual basis. On July 23, 2015, our Board of Directors approved a 13% increase in the quarterlydividend to $0.17 per common share or $0.68 per common share on an annual basis. The declaration of dividends is subject to the discretion ofour Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects andother factors that our Board of Directors deems relevant to its analysis and decision making.For U.S. income tax purposes only, the Company has determined that 100% of the distributions paid to its shareholders in 2017 are characterizedas a qualified dividend paid from U.S. earnings and profits. Shareholders should consult their tax advisors for a full understanding of the taxconsequences of the receipt of dividends. 51 Table of ContentsNon-GAAP Financial MeasuresWe use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons ofhistorical operating results, identify trends in our underlying operating results and provide additional insight and transparency on how we evaluateour business. We use non-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We havedetailed the non-GAAP adjustments that we make in our non-GAAP definitions below. The adjustments generally fall within the followingcategories: acquisition & divestiture activities, gains and losses on intangible asset sales and non-cash impairments, major program restructuringactivities, constant currency and related adjustments, major program financing and hedging activities and other major items affecting comparabilityof operating results. We believe the non-GAAP measures should always be considered along with the related U.S. GAAP financial measures. Wehave provided the reconciliations between the GAAP and non-GAAP financial measures below, and we also discuss our underlying GAAP resultsthroughout our Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K.Our primary non-GAAP financial measures are listed below and reflect how we evaluate our current and prior-year operating results. As new eventsor circumstances arise, these definitions could change. When our definitions change, we provide the updated definitions and present the relatednon-GAAP historical results on a comparable basis (1). • “Organic Net Revenue” is defined as net revenues excluding the impacts of acquisitions, divestitures (2), our historical global coffeebusiness (3), our historical Venezuelan operations, accounting calendar changes and currency rate fluctuations (4). We also evaluateOrganic Net Revenue growth from emerging markets and our Power Brands. • Our emerging markets include our Latin America region in its entirety; the AMEA region, excluding Australia, New Zealand andJapan; and the following countries from the Europe region: Russia, Ukraine, Turkey, Kazakhstan, Belarus, Georgia, Poland,Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries. (Our developedmarkets include the entire North America region, the Europe region excluding the countries included in the emerging marketsdefinition, and Australia, New Zealand and Japan from the AMEA region.) • Our Power Brands include some of our largest global and regional brands such as Oreo, Chips Ahoy!, Ritz, TUC/Club Socialand belVita biscuits; Cadbury Dairy Milk, Milka and Lacta chocolate; Trident gum; Halls candy and Tang powdered beverages. • “Adjusted Operating Income” is defined as operating income excluding the impacts of the 2012-2014 Restructuring Program (5); the2014-2018 Restructuring Program (5); Venezuela remeasurement and deconsolidation losses and historical operating results; gains orlosses (including non-cash impairment charges) on goodwill and intangible assets; divestiture (2) or acquisition gains or losses andrelated integration and acquisition costs; the JDE coffee business transactions (3) gain and net incremental costs; the operating resultsof divestitures (2); our historical global coffee business operating results (3); mark-to-market impacts from commodity and forecastedcurrency transaction derivative contracts (6); equity method investment earnings historically reported within operating income (7);benefits from resolution of tax matters (8) ; CEO transition remuneration (9) and incremental expenses related to the malware incident.We also present “Adjusted Operating Income margin,” which is subject to the same adjustments as Adjusted Operating Income. Wealso evaluate growth in our Adjusted Operating Income on a constant currency basis (4). • “Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts ofthe 2012-2014 Restructuring Program (5); the 2014-2018 Restructuring Program (5); Venezuela remeasurement and deconsolidationlosses and historical operating results; losses on debt extinguishment and related expenses; gains or losses (including non-cashimpairment charges) on goodwill and intangible assets; divestiture (2) or acquisition gains or losses and related integration andacquisition costs; the JDE coffee business transactions (3) gain, transaction hedging gains or losses and net incremental costs; gainon equity method investment transactions; net earnings from divestitures (2); mark-to-market impacts from commodity and forecastedcurrency transaction derivative contracts (6); gains or losses on interest rate swaps no longer designated as accounting cash flowhedges due to changed financing and hedging plans; benefits from resolution of tax matters (8); CEO transition remuneration (9);incremental expenses related to the malware incident and the U.S. tax reform discrete impacts (10). Similarly, within Adjusted EPS, ourequity method investment net earnings exclude our proportionate share of our investees’ unusual or infrequent items (11). We alsoevaluate growth in our Adjusted EPS on a constant currency basis (4). 52 Table of Contents (1)When items no longer impact our current or future presentation of non-GAAP operating results, we remove these items from our non-GAAP definitions. During2017, we added to the non-GAAP definitions the exclusion of: benefits from the resolution of tax matters (see footnote (8) below), CEO transition remuneration(see footnote (9) below), incremental expenses related to the malware incident (discussed under Malware Incident) and the U.S. tax reform discrete impacts(see footnote (10) below). (2)Divestitures include completed sales of businesses and exits of major product lines upon completion of a sale or licensing agreement. (3)We continue to have an ongoing interest in the legacy coffee business we deconsolidated in 2015 as part of the JDE coffee business transactions. Forhistorical periods prior to the July 15, 2015 coffee business deconsolidation, we have reclassified any net revenue or operating income from the historicalcoffee business and included them where the coffee equity method investment earnings are presented within Adjusted EPS. As such, Organic Net Revenueand Adjusted Operating Income in all periods do not include the results of our legacy coffee businesses, which are shown within Adjusted EPS. (4)Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by thecurrency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollaroperating results would have been if the currency exchange rate had not changed from the comparable prior-year period. (5)Non-GAAP adjustments related to the 2014-2018 Restructuring Program reflect costs incurred that relate to the objectives of our program to transform oursupply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in the non-GAAP adjustments. Refer to ourAnnual Report on Form 10-K for the year ended December 31, 2016 for more information on the 2012-2014 Restructuring Program. (6)During the third quarter of 2016, we began to exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecastedcurrency transaction derivatives from our non-GAAP earnings measures until such time that the related exposures impact our operating results. Since wepurchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily for inventory requirements in future periods, we madethis adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operatingperformance across periods. We also discontinued designating commodity and forecasted currency transaction derivatives for hedge accounting treatment.To facilitate comparisons of our underlying operating results, we have recast all historical non-GAAP earnings measures to exclude the mark-to-marketimpacts. (7)Historically, we have recorded income from equity method investments within our operating income as these investments operated as extensions of our basebusiness. Beginning in the third quarter of 2015, we began to record the earnings from our equity method investments in after-tax equity method investmentearnings outside of operating income following the deconsolidation of our coffee business. Refer to Note 1, Summary of Significant Accounting Policies, in ourAnnual Report on Form 10-K for the year ended December 31, 2016 for more information. (8)During 2017, we recorded benefits from the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter and settlement ofpre-acquisition Cadbury tax matters. See Note 12, Commitments and Contingencies—Tax Matters, for additional information. (9)On November 20, 2017, Dirk Van de Put succeeded Irene Rosenfeld as CEO of Mondelēz International in advance of her retirement at the end of March 2018.In order to incent Mr. Van de Put to join us, we provided him compensation with a total combined target value of $42.5 million to make him whole for incentiveawards he forfeited or grants that were not made to him when he left his former employer. The compensation we granted took the form of cash, deferred stockunits, performance share units and stock options. In connection with Irene Rosenfeld’s retirement, we made her outstanding grants of performance share unitsfor the 2016-2018 and 2017-2019 performance cycles eligible for continued vesting and approved a $0.5 million salary for her service as Chairman fromJanuary through March 2018. We refer to these elements of Mr. Van de Put’s and Ms. Rosenfeld’s compensation arrangements together as “CEO transitionremuneration.” We are excluding amounts we expense as CEO transition remuneration from our 2017 and future non-GAAP results because those amountsare not part of our regular compensation program and are incremental to amounts we would have incurred as ongoing CEO compensation. As a result, in2017, we excluded amounts expensed for the cash payment to Mr. Van de Put and partial vesting of his equity grants. In 2018, we expect to exclude amountspaid for Ms. Rosenfeld’s service as Chairman and partial vesting of Mr. Van de Put’s and Ms. Rosenfeld’s equity grants. (10)On December 22, 2017, the United States enacted tax reform legislation that included a broad range of business tax provisions. As further detailed in Note 14,Income Taxes, our accounting for the new legislation is not complete and we have made reasonable estimates for some tax provisions. We exclude thediscrete U.S. tax reform impacts from our Adjusted EPS as they do not reflect our ongoing tax obligations under U.S. tax reform. (11)We have excluded our proportionate share of our equity method investees’ unusual or infrequent items such as acquisition and divestiture related costs,restructuring program costs and discrete U.S. tax reform impacts, in order to provide investors with a comparable view of our performance across periods.Although we have shareholder rights and board representation commensurate with our ownership interests in our equity method investees and review theunderlying operating results and unusual or infrequent items with them each reporting period, we do not have direct control over their operations or resultingrevenue and expenses. Our use of equity method investment net earnings on an adjusted basis is not intended to imply that we have any such control. OurGAAP “diluted EPS attributable to Mondelēz International from continuing operations” includes all of the investees’ unusual and infrequent items.We believe that the presentation of these non-GAAP financial measures, when considered together with our U.S. GAAP financial measures andthe reconciliations to the corresponding U.S. GAAP financial measures, provides you with a more complete understanding of the factors andtrends affecting our business than could be obtained absent these disclosures. Because non-GAAP financial measures vary among companies,the non-GAAP financial measures presented in this report may not be comparable to similarly titled measures used by other companies. Our useof these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for any U.S. GAAP financial measure. Alimitation of these non-GAAP financial measures is they exclude items detailed below that have an impact on our U.S. GAAP reported results. Thebest way this limitation can be addressed is by evaluating our non-GAAP financial measures in combination with our U.S. GAAP reported resultsand carefully evaluating the following tables that reconcile U.S. GAAP reported figures to the non-GAAP financial measures in this Form 10-K. 53 Table of ContentsOrganic Net Revenue:Applying the definition of “Organic Net Revenue”, the adjustments made to “net revenues” (the most comparable U.S. GAAP financial measure)were to exclude the impact of currency, our historical Venezuelan operations, the adjustment for deconsolidating our historical coffee business, anaccounting calendar change, acquisitions and divestitures. We believe that Organic Net Revenue reflects the underlying growth from the ongoingactivities of our business and provides improved comparability of results. We also evaluate our Organic Net Revenue growth from emergingmarkets and Power Brands, and these underlying measures are also reconciled to U.S. GAAP below. For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Emerging Developed Emerging Developed Markets Markets Total Markets Markets Total (in millions) (in millions) Net Revenue $9,707 $16,189 $25,896 $9,357 $16,566 $25,923 Impact of currency (19) (58) (77) – – – Impact of acquisitions – (59) (59) – – – Impact of divestitures – (270) (270) (10) (643) (653) Organic Net Revenue $9,688 $15,802 $25,490 $9,347 $15,923 $25,270 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 (3) Power Non-Power Power Non-Power Brands Brands Total Brands Brands Total (in millions) (in millions) Net Revenue $18,913 $6,983 $25,896 $18,372 $7,551 $25,923 Impact of currency (97) 20 (77) – – – Impact of acquisitions (59) – (59) – – – Impact of divestitures – (270) (270) – (653) (653) Organic Net Revenue $18,757 $6,733 $25,490 $18,372 $6,898 $25,270 For the Year Ended December 31, 2016 For the Year Ended December 31, 2015 Emerging Developed Emerging Developed Markets Markets Total Markets Markets Total (in millions) (in millions) Net Revenue $9,357 $16,566 $25,923 $11,570 $18,066 $29,636 Impact of currency 895 338 1,233 – – – Historical Venezuelan operations (1) – – – (1,217) – (1,217) Historical coffee business (2) – – – (442) (1,185) (1,627) Impact of accounting calendar change – – – – (76) (76) Impact of acquisitions (71) (21) (92) – – – Impact of divestitures (10) (643) (653) (8) (687) (695) Organic Net Revenue $10,171 $16,240 $26,411 $9,903 $16,118 $26,021 For the Year Ended December 31, 2016 For the Year Ended December 31, 2015 (3) Power Non-Power Power Non-Power Brands Brands Total Brands Brands Total (in millions) (in millions) Net Revenue $18,372 $7,551 $25,923 $20,612 $9,024 $29,636 Impact of currency 856 377 1,233 – – – Historical Venezuelan operations (1) – – – (823) (394) (1,217) Historical coffee business (2) – – – (1,199) (428) (1,627) Impact of accounting calendar change – – – (59) (17) (76) Impact of acquisitions (92) – (92) – – – Impact of divestitures – (653) (653) – (695) (695) Organic Net Revenue $19,136 $7,275 $26,411 $18,531 $7,490 $26,021 (1)Includes the historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 1, Summary of Significant Accounting Policies– Currency Translation and Highly Inflationary Accounting: Venezuela, for more information.(2)Includes our historical global coffee business prior to the July 2, 2015 JDE coffee business transactions. Refer to Note 2, Divestitures and Acquisitions, and our non-GAAPdefinitions appearing earlier in this section for more information.(3)Each year we reevaluate our Power Brands and confirm the brands in which we will continue to make disproportionate investments. As such, we may make changes inour planned investments in primarily regional Power Brands following our annual review cycles. For 2017, we made limited changes to our list of regional Power Brandsand as such, we reclassified 2016 and 2015 Power Brand net revenues on a basis consistent with the current list of Power Brands. 54 Table of ContentsAdjusted Operating Income:Applying the definition of “Adjusted Operating Income”, the adjustments made to “operating income” (the most comparable U.S. GAAP financialmeasure) were to exclude 2012-2014 Restructuring Program costs; 2014-2018 Restructuring Program costs; impairment charges related tointangible assets; mark-to-market impacts from commodity and forecasted currency transaction derivative contracts; incremental expenses relatedto the malware incident; acquisition integration costs; acquisition-related costs; divestiture-related costs; the operating results of divestitures; netgain on divestitures; gain on sale of intangible assets; benefits from the resolution of tax matters; CEO transition remuneration; Venezuelahistorical operating results and remeasurement and deconsolidation losses; the JDE coffee business transactions gain and net incremental costs;operating income from our historical coffee business and equity method investment earnings reclassified to after-tax earnings in Q3 2015 inconnection with the coffee business transactions. We also present “Adjusted Operating Income margin,” which is subject to the same adjustmentsas Adjusted Operating Income, and evaluate Adjusted Operating Income on a constant currency basis. We believe these measures provideimproved comparability of underlying operating results. For the Years Ended December 31, 2017 2016 $ Change % Change (in millions) Operating Income $3,506 $2,569 $937 36.5% 2014-2018 Restructuring Program costs (1) 792 1,086 (294) Intangible asset impairment charges (2) 109 137 (28) Mark-to-market losses from derivatives (3) 96 94 2 Malware incident incremental expenses 84 – 84 Acquisition integration costs (4) 3 7 (4) Acquisition-related costs (4) – 1 (1) Divestiture-related costs (5) 31 86 (55) Operating income from divestiture (5) (61) (153) 92 Net gain on divestitures (5) (186) (9) (177) Gain on sale of intangible assets (6) – (15) 15 Benefits from resolution of tax matters (7) (209) – (209) CEO transition remuneration 14 – 14 Other/rounding (1) (1) – Adjusted Operating Income $4,178 $3,802 $376 9.9% Currency translation – – – Adjusted Operating Income (constant currency) $4,178 $3,802 $376 9.9% 55 Table of Contents For the Years Ended December 31, 2016 2015 $ Change % Change (in millions) Operating Income $2,569 $8,897 $(6,328) (71.1)% 2012-2014 Restructuring Program costs (1) – (4) 4 2014-2018 Restructuring Program costs (1) 1,086 1,002 84 Intangible asset impairment charges (2) 137 71 66 Mark-to-market losses/(gains) from derivatives (3) 94 (56) 150 Acquisition integration costs (4) 7 9 (2) Acquisition-related costs (4) 1 8 (7) Divestiture-related costs (5) 86 – 86 Operating income from divestiture (5) (153) (182) 29 Net gain on divestiture (5) (9) (13) 4 Gain on sale of intangible assets (6) (15) – (15) Operating income from Venezuelan subsidiaries (8) – (281) 281 Remeasurement of net monetary assets in Venezuela (8) – 11 (11) Loss on deconsolidation of Venezuela (8) – 778 (778) Costs associated with JDE coffee business transactions (9) – 278 (278) Gain on the JDE coffee business transactions (9) – (6,809) 6,809 Reclassification of historical coffee business operating income (10) – (342) 342 Reclassification of equity method investment earnings (11) – (51) 51 Other/rounding (1) – (1) Adjusted Operating Income $3,802 $3,316 $486 14.7% Impact of unfavorable currency 171 – 171 Adjusted Operating Income (constant currency) $3,973 $3,316 $657 19.8% (1)Refer to Note 6, 2014-2018 Restructuring Program, for more information. Refer to the Annual Report on Form 10-K for the year ended December 31, 2016 for additionalinformation in Note 6, Restructuring Programs.(2)Refer to Note 2, Divestitures and Acquisitions, and Note 5, Goodwill and Intangible Assets, for more information on trademark impairments.(3)Refer to Note 8, Financial Instruments, Note 16, Segment Reporting, and Non-GAAP Financial Measures appearing earlier in this section for more information on theseunrealized losses/gains on commodity and forecasted currency transaction derivatives.(4)Refer to Note 2, Divestitures and Acquisitions, for more information on the acquisition of a biscuit business in Vietnam.(5)Refer to Note 2, Divestitures and Acquisitions, for more information on the 2017 sales of a confectionery business in France, a grocery business in Australia and NewZealand, certain licenses of KHC-owned brands used in our grocery business within our Europe region, sale of one of our equity method investments and sale of aconfectionary business in Japan. Additionally, the 2016 amount includes a sale of a confectionery business in Costa Rica.(6)Refer to Note 2, Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland.(7)Refer to Note 12, Commitments and Contingencies – Tax Matters, for more information. Primarily includes the reversal of tax liabilities in connection with the resolution of aBrazilian indirect tax matter and settlement of pre-acquisition Cadbury tax matters.(8)Includes the historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 1, Summary of Significant Accounting Policies– Currency Translation and Highly Inflationary Accounting: Venezuela, for more information on the deconsolidation and remeasurement loss in 2015.(9)Refer to Note 2, Divestitures and Acquisitions, for more information on the JDE coffee business transactions.(10)Includes our historical global coffee business prior to the July 2, 2015 deconsolidation. We reclassified the results of our historical coffee business from Adjusted OperatingIncome and included them with equity method investment earnings in Adjusted EPS to facilitate comparisons of past and future coffee operating results. Refer to Note 2,Divestitures and Acquisitions, and Non-GAAP Financial Measures appearing later in this section for more information.(11)Historically, we have recorded income from equity method investments within our operating income as these investments operated as extensions of our base business.Beginning in the third quarter of 2015, to align with the accounting for JDE earnings, we began to record the earnings from our equity method investments in equity methodinvestment earnings outside of operating income. In periods prior to July 2, 2015, we have reclassified the equity method earnings from Adjusted Operating Income toevaluate our operating results on a consistent basis. 56 Table of ContentsAdjusted EPS:Applying the definition of “Adjusted EPS” (1), the adjustments made to “diluted EPS attributable to Mondelēz International” (the most comparableU.S. GAAP financial measure) were to exclude 2014-2018 Restructuring Program costs; impairment charges related to intangible assets;mark-to-market impacts from commodity and forecasted currency transaction derivative contracts; incremental expenses related to the malwareincident; acquisition integration costs; divestiture-related costs; net earnings from divestitures; after-tax gains/losses on divestitures; gain on saleof intangible assets; benefits from the resolution of tax matters; CEO transition remuneration; losses on interest rate swaps no longer designatedas accounting cash flow hedges due to changed financing and hedging plans; losses on debt extinguishment and related expenses; U.S. taxreform discrete net tax benefit; Venezuela historical operating results and remeasurement and deconsolidation losses; the JDE coffee businesstransactions gain, hedging gains and net incremental costs; operating income from our historical coffee business; equity method investmentearnings reclassified to after-tax earnings in Q3 2015 in connection with the coffee business transactions; gain on equity method investmenttransactions; and our proportionate share of unusual or infrequent items recorded by our JDE and Keurig equity method investees. We alsoevaluate Adjusted EPS on a constant currency basis. We believe Adjusted EPS provides improved comparability of underlying operating results. For the Years Ended December 31, 2017 2016 $ Change % Change Diluted EPS attributable to Mondelēz International $1.91 $1.05 $0.86 81.9% 2014-2018 Restructuring Program costs (2) 0.39 0.51 (0.12) Intangible asset impairment charges (2) 0.05 0.06 (0.01) Mark-to-market losses from derivatives (2) 0.06 0.05 0.01 Malware incident incremental expenses 0.04 – 0.04 Acquisition integration costs (2) – 0.01 (0.01) Divestiture-related costs (2) 0.02 0.05 (0.03) Net earnings from divestitures (2) (0.03) (0.08) 0.05 Net gain on divestitures (2) (0.11) – (0.11) Gain on sale of intangible assets (2) – (0.01) 0.01 Benefits from resolution of tax matters (2) (0.13) – (0.13) CEO transition remuneration 0.01 – 0.01 Loss related to interest rate swaps (3) – 0.04 (0.04) Loss on debt extinguishment and related expenses (4) – 0.17 (0.17) U.S. tax reform discrete net tax benefit (5) (0.04) – (0.04) Gain on equity method investment transactions (6) (0.02) (0.03) 0.01 Equity method investee acquisition-relatedand other adjustments (7) (0.01) 0.04 (0.05) Adjusted EPS $2.14 $1.86 $0.28 15.1% Impact of favorable currency (0.01) – (0.01) Adjusted EPS (constant currency) $2.13 $1.86 $0.27 14.5% 57 Table of Contents For the Years Ended December 31, 2016 2015 $ Change % Change Diluted EPS attributable to Mondelēz International $1.05 $4.44 $(3.39) (76.4)% 2014-2018 Restructuring Program costs (2) 0.51 0.45 0.06 Intangible asset impairment charges (2) 0.06 0.03 0.03 Mark-to-market losses/(gains) from derivatives (2) 0.05 (0.03) 0.08 Acquisition integration costs (2) 0.01 – 0.01 Net earnings from divestiture (2) (0.08) (0.07) (0.01) Divestiture-related costs (2) 0.05 – 0.05 Net loss on divestiture (2) – 0.01 (0.01) Gain on sale of intangible assets (2) (0.01) – (0.01) Net earnings from Venezuelan subsidiaries (8) – (0.10) 0.10 Loss on deconsolidation of Venezuela (8) – 0.48 (0.48) Remeasurement of net monetary assets in Venezuela (8) – 0.01 (0.01) Gain on the JDE coffee business transactions (9) – (4.05) 4.05 (Income)/costs associated with the JDE coffee businesstransactions (9) – (0.01) 0.01 Loss related to interest rate swaps (3) 0.04 0.01 0.03 Loss on debt extinguishment and relatedexpenses (4) 0.17 0.29 (0.12) Gain on equity method investment transactions (6) (0.03) – (0.03) Equity method investee acquisition-relatedand other adjustments (7) 0.04 0.07 (0.03) Adjusted EPS $1.86 $1.53 $0.33 21.6% Impact of unfavorable currency 0.06 – 0.06 Adjusted EPS (constant currency) $1.92 $1.53 $0.39 25.5% (1)The tax expense/(benefit) of each of the pre-tax items excluded from our GAAP results was computed based on the facts and tax assumptions associated with each item,and such impacts have also been excluded from Adjusted EPS. • For the year ended December 31, 2017, taxes for the: 2014-2018 Restructuring Program costs were $(190) million, intangible asset impairment charges were $(30)million, acquisition integration costs were zero, gain on equity method investment transactions were $15 million, net gain on divestitures were $7 million, net earningson divestitures were $15 million, divestiture-related costs were $8 million, loss on debt extinguishment and related costs were $(4) million, malware incidentincremental costs were $(27) million, benefits from resolution of tax matters were $75 million, equity method investee acquisition-related and other adjustments were$35 million, CEO transition remuneration were $(5) million, mark-to-market gains/(losses) from derivatives were $(6) million and U.S. tax reform were $(59) million. • For the year ended December 31, 2016, taxes for the: 2014-2018 Restructuring Program costs were $(288) million, intangible asset impairment charges were $(37)million, gain on sale of intangible assets were $3 million, acquisition integration costs were zero, net earnings from divestitures were $40 million, divestiture-relatedcosts were $(15) million, loss on debt extinguishment and related costs were $(163) million, loss related to interest rate swaps were $(36) million and mark-to-marketgains/(losses) from derivatives were $(11) million. • For the year ended December 31, 2015, taxes for the: 2014-2018 Restructuring Program costs were $(262) million, income/costs associated with the JDE coffeebusiness transactions were $145 million, net earnings from Venezuelan subsidiaries were $107 million, gain on the JDE coffee business transactions were$183 million, intangible asset impairment charges were $(13) million, net earnings from divestitures were $80 million, loss on debt extinguishment and related costswere $(275) million, loss related to interest rate swaps were $(13) million and mark-to-market gains/(losses) from derivatives were $15 million.(2)See the Adjusted Operating Income table above and the related footnotes for more information.(3)Refer to Note 8, Financial Instruments, for more information on our interest rate swaps, which we no longer designate as cash flow hedges during the first quarter of 2016due to changes in financing and hedging plans.(4)Refer to Note 7, Debt and Borrowing Arrangements, for more information on our loss on debt extinguishment and related expenses in connection with our debt discharge.(5)Refer to Note 14, Income Taxes, for more information on the impact of the U.S. tax reform.(6)Refer to Note 2, Divestitures and Acquisitions, for more information on the 2017 sale of one of our equity method investments and the 2016 acquisition of an interest inKeurig.(7)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, restructuring program costs and discrete U.S. taxreform impacts recorded by our JDE and Keurig equity method investees.(8)Includes the historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 1, Summary of Significant Accounting Policies– Currency Translation and Highly Inflationary Accounting: Venezuela, for more information on the deconsolidation and remeasurement loss in 2015.(9)Refer to Note 2, Divestitures and Acquisitions, for more information on the JDE coffee business transactions. Net gains of $436 million in 2015 on the currency hedgesrelated to the JDE coffee business transactions were recorded in interest and other expense, net and are included in (income)/costs associated with the JDE coffeebusiness transactions of $(0.01) in the table above. 58 Table of ContentsItem 7A. Quantitative and Qualitative Disclosures about Market Risk.As we operate globally, we are primarily exposed to currency exchange rate, commodity price and interest rate market risks. We monitor andmanage these exposures as part of our overall risk management program. Our risk management program focuses on the unpredictability offinancial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results. Weprincipally utilize derivative instruments to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currencyexchange rates, commodity prices and interest rates. For additional information on our derivative activity and the types of derivative instrumentswe use to hedge our currency exchange, commodity price and interest rate exposures, see Note 8, Financial Instruments.Many of our non-U.S. subsidiaries operate in functional currencies other than the U.S. dollar. Fluctuations in currency exchange rates createvolatility in our reported results as we translate the balance sheets, operating results and cash flows of these subsidiaries into the U.S. dollar forconsolidated reporting purposes. The translation of non-U.S. dollar denominated balance sheets and statements of earnings of our subsidiaries intothe U.S. dollar for consolidated reporting generally results in a cumulative translation adjustment to other comprehensive income within equity. Astronger U.S. dollar relative to other functional currencies adversely affects our consolidated earnings and net assets while a weaker U.S. dollarbenefits our consolidated earnings and net assets. While we hedge significant forecasted currency exchange transactions as well as certain netassets of non-U.S. operations and other currency impacts, we cannot fully predict or eliminate volatility arising from changes in currency exchangerates on our consolidated financial results. See Consolidated Results of Operations and Results of Operations by Reportable Segment underDiscussion and Analysis of Historical Results for currency exchange effects on our financial results. For additional information on the impact ofcurrency policies, recent currency devaluations, the deconsolidation of our Venezuelan operation and the historical remeasurement of ourVenezuelan net monetary assets on our financial condition and results of operations, also see Note 1, Summary of Significant Accounting Policies—Currency Translation and Highly Inflationary Accounting.We also continually monitor the market for commodities that we use in our products. Input costs may fluctuate widely due to international demand,weather conditions, government policy and regulation and unforeseen conditions. To manage input cost volatility, we enter into forward purchaseagreements and other derivative financial instruments. We also pursue productivity and cost saving measures and take pricing actions whennecessary to mitigate the impact of higher input costs on earnings.We regularly evaluate our variable and fixed-rate debt as well as current and expected interest rates in the markets in which we raise capital. Ourprimary exposures include movements in U.S. Treasury rates, corporate credit spreads, London Interbank Offered Rates (“LIBOR”), Euro InterbankOffered Rate (“EURIBOR”) and commercial paper rates. We periodically use interest rate swaps and forward interest rate contracts to achieve adesired proportion of variable versus fixed rate debt based on current and projected market conditions. Our weighted-average interest rate on ourtotal debt was 2.1% as of December 31, 2017, down from 2.2% as of December 31, 2016.There were no significant changes in the types of derivative instruments we use to hedge our exposures betweenDecember 31, 2016 and December 31, 2017. See Note 8, Financial Instruments, for more information on 2017 and 2018 derivative activity.Value at Risk:We use a value at risk (“VAR”) computation to estimate: 1) the potential one-day loss in the fair value of our interest rate-sensitive financialinstruments; and 2) the potential one-day loss in pre-tax earnings of our currency and commodity price-sensitive derivative financial instruments.The VAR analysis was done separately for our currency exchange, fixed income and commodity risk portfolios as of each quarter end during theperiods presented below. The instruments included in the VAR computation were currency exchange forwards and options for currency exchangerisk, debt and swaps for interest rate risk, and commodity forwards, futures and options for commodity risk. Excluded from the computation wereanticipated transactions, currency trade payables and receivables, and net investments in non-U.S. subsidiaries, which the above-mentionedinstruments are intended to hedge. 59 Table of ContentsThe VAR model assumes normal market conditions, a 95% confidence interval and a one-day holding period. A parametric delta-gammaapproximation technique was used to determine the expected return distribution in interest rates, currencies and commodity prices for the purposeof calculating the fixed income, currency exchange and commodity VAR, respectively. The parameters used for estimating the expected returndistributions were determined by observing interest rate, currency exchange, and commodity price movements over the prior quarter for thecalculation of VAR amounts at December 31, 2017 and 2016, and over each of the four prior quarters for the calculation of average VAR amountsduring each year. The values of currency and commodity options do not change on a one-to-one basis with the underlying currency or commodityand were valued accordingly in the VAR computation.As of December 31, 2017 and December 31, 2016, the estimated potential one-day loss in fair value of our interest rate-sensitive instruments,primarily debt, and the estimated potential one-day loss in pre-tax earnings from our currency and commodity instruments, as calculated in theVAR model, were: Pre-Tax Earnings Impact Fair Value Impact At 12/31/17 Average High Low At 12/31/17 Average High Low (in millions) Instruments sensitive to: Interest rates $ 31 $ 45 $ 55 $ 31 Foreign currency rates $ 15 $ 16 $ 22 $ 11 Commodity prices 14 17 24 14 Pre-Tax Earnings Impact Fair Value Impact At 12/31/16 Average High Low At 12/31/16 Average High Low (in millions) Instruments sensitive to: Interest rates $ 62 $ 62 $ 91 $ 45 Foreign currency rates $ 10 $ 18 $ 26 $ 10 Commodity prices 16 12 16 10 This VAR computation is a risk analysis tool designed to statistically estimate the maximum expected daily loss, under the specified confidenceinterval and assuming normal market conditions, from adverse movements in interest rates, currency exchange rates and commodity prices. Thecomputation does not represent actual losses in fair value or earnings we will incur, nor does it consider the effect of favorable changes in marketrates. We cannot predict actual future movements in market rates and do not present these VAR results to be indicative of future movements inmarket rates or to be representative of any actual impact that future changes in market rates may have on our future financial results. 60 Table of ContentsItem 8. Financial Statements and Supplementary Data.Report of Independent Registered Public Accounting FirmTo the Board of Directors and Shareholders of Mondelēz International, Inc.Opinions on the Financial Statements and Internal Control over Financial ReportingWe have audited the accompanying consolidated balance sheets of Mondelēz International, Inc. and its subsidiaries as of December 31, 2017 and2016, and the related consolidated statements of earnings, comprehensive earnings, equity and cash flows for each of the three years in theperiod ended December 31, 2017, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting asof December 31, 2017, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of SponsoringOrganizations 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 Companyas of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period endedDecember 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Companymaintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established inInternal Control—Integrated Framework (2013) issued by the COSO.Basis for OpinionsThe Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financialreporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Report of Management on InternalControl Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financialstatements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with thePublic Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company inaccordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and thePCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, andwhether effective internal control over financial reporting was maintained in all material respects.Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of theconsolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includedexamining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also includedevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of theconsolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control overfinancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in thecircumstances. We believe that our audits provide a reasonable basis for our opinions. 61 Table of ContentsDefinition and Limitations of Internal Control over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Acompany’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurancethat transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directorsof the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or thatthe degree of compliance with the policies or procedures may deteriorate./s/ PRICEWATERHOUSECOOPERS LLPChicago, IllinoisFebruary 9, 2018PRICEWATERHOUSECOOPERS LLP has served as the Company’s auditor since 2001. 62 Table of ContentsMondelēz International, Inc. and SubsidiariesConsolidated Statements of EarningsFor the Years Ended December 31(in millions of U.S. dollars, except per share data) 2017 2016 2015 Net revenues $25,896 $25,923 $29,636 Cost of sales 15,831 15,795 18,124 Gross profit 10,065 10,128 11,512 Selling, general and administrative expenses 5,911 6,540 7,577 Asset impairment and exit costs 656 852 901 Net gain on divestitures (186) (9) (6,822) Loss on deconsolidation of Venezuela – – 778 Amortization of intangibles 178 176 181 Operating income 3,506 2,569 8,897 Interest and other expense, net 382 1,115 1,013 Earnings before income taxes 3,124 1,454 7,884 Provision for income taxes (688) (129) (593) Gain on equity method investment transactions 40 43 – Equity method investment net earnings 460 301 – Net earnings 2,936 1,669 7,291 Noncontrolling interest earnings (14) (10) (24) Net earnings attributable to Mondelēz International $2,922 $1,659 $7,267 Per share data: Basic earnings per share attributable to Mondelēz International $1.93 $1.07 $4.49 Diluted earnings per share attributable to Mondelēz International $1.91 $1.05 $4.44 Dividends declared $0.82 $0.72 $0.64 See accompanying notes to the consolidated financial statements. 63 Table of ContentsMondelēz International, Inc. and SubsidiariesConsolidated Statements of Comprehensive EarningsFor the Years Ended December 31(in millions of U.S. dollars) 2017 2016 2015 Net earnings $2,936 $1,669 $7,291 Other comprehensive earnings/(losses), net of tax: Currency translation adjustment 1,201 (925) (2,990) Pension and other benefit plans (57) (153) 340 Derivative cash flow hedges 8 (75) (44) Total other comprehensive earnings/(losses) 1,152 (1,153) (2,694) Comprehensive earnings 4,088 516 4,597 less: Comprehensive earnings/(losses) attributable to noncontrolling interests 42 (7) (2) Comprehensive earnings attributable to Mondelēz International $4,046 $523 $4,599 See accompanying notes to the consolidated financial statements. 64 Table of ContentsMondelēz International, Inc. and SubsidiariesConsolidated Balance Sheets, as of December 31(in millions of U.S. dollars, except share data) 2017 2016 ASSETS Cash and cash equivalents $761 $1,741 Trade receivables (net of allowances of $50 at December 31, 2017 and $58 at December 31, 2016) 2,691 2,611 Other receivables (net of allowances of $98 at December 31, 2017 and $93 at December 31, 2016) 835 859 Inventories, net 2,557 2,469 Other current assets 676 800 Total current assets 7,520 8,480 Property, plant and equipment, net 8,677 8,229 Goodwill 21,085 20,276 Intangible assets, net 18,639 18,101 Prepaid pension assets 158 159 Deferred income taxes 319 358 Equity method investments 6,345 5,585 Other assets 366 350 TOTAL ASSETS $63,109 $61,538 LIABILITIES Short-term borrowings $3,517 $2,531 Current portion of long-term debt 1,163 1,451 Accounts payable 5,705 5,318 Accrued marketing 1,728 1,745 Accrued employment costs 721 736 Other current liabilities 2,959 2,636 Total current liabilities 15,793 14,417 Long-term debt 12,972 13,217 Deferred income taxes 3,376 4,721 Accrued pension costs 1,669 2,014 Accrued postretirement health care costs 419 382 Other liabilities 2,689 1,572 TOTAL LIABILITIES 36,918 36,323 Commitments and Contingencies (Note 12) EQUITY Common Stock, no par value (5,000,000,000 shares authorized and 1,996,537,778 shares issued at December 31, 2017 and December 31, 2016) – – Additional paid-in capital 31,915 31,847 Retained earnings 22,749 21,149 Accumulated other comprehensive losses (9,998) (11,122) Treasury stock, at cost (508,401,694 shares at December 31, 2017 and 468,172,237 shares at December 31, 2016) (18,555) (16,713) Total Mondelēz International Shareholders’ Equity 26,111 25,161 Noncontrolling interest 80 54 TOTAL EQUITY 26,191 25,215 TOTAL LIABILITIES AND EQUITY $63,109 $61,538 See accompanying notes to the consolidated financial statements. 65 Table of ContentsMondelēz International, Inc. and SubsidiariesConsolidated Statements of Equity(in millions of U.S. dollars, except per share data) Mondelēz International Shareholders’ Equity Accumulated Other Additional Comprehensive Common Paid-in Retained Earnings/ Treasury Noncontrolling Total Stock Capital Earnings (Losses) Stock Interest Equity Balances at January 1, 2015 $– $31,651 $14,529 $(7,318) $(11,112) $103 $27,853 Comprehensive earnings/(losses): Net earnings – – 7,267 – – 24 7,291 Other comprehensive earnings/(losses),net of income taxes – – – (2,668) – (26) (2,694) Exercise of stock options and issuance of other stock awards – 109 (70) – 272 – 311 Common Stock repurchased – – – – (3,622) – (3,622) Cash dividends declared($0.64 per share) – – (1,026) – – – (1,026) Dividends paid on noncontrolling interest andother activities – – – – – (13) (13) Balances at December 31, 2015 $– $31,760 $20,700 $(9,986) $(14,462) $88 $28,100 Comprehensive earnings/(losses): Net earnings – – 1,659 – – 10 1,669 Other comprehensive earnings/(losses),net of income taxes – – – (1,136) – (17) (1,153) Exercise of stock options and issuance of other stock awards – 87 (94) – 350 – 343 Common Stock repurchased – – – – (2,601) – (2,601) Cash dividends declared($0.72 per share) – – (1,116) – – – (1,116) Dividends paid on noncontrolling interest andother activities – – – – – (27) (27) Balances at December 31, 2016 $– $31,847 $21,149 $(11,122) $(16,713) $54 $25,215 Comprehensive earnings/(losses): Net earnings – – 2,922 – – 14 2,936 Other comprehensive earnings/(losses),net of income taxes – – – 1,124 – 28 1,152 Exercise of stock options and issuance of other stock awards – 68 (83) – 360 – 345 Common Stock repurchased – – – – (2,202) – (2,202) Cash dividends declared($0.82 per share) – – (1,239) – – – (1,239) Dividends paid on noncontrolling interest andother activities – – – – – (16) (16) Balances at December 31, 2017 $– $31,915 $22,749 $(9,998) $(18,555) $80 $26,191 See accompanying notes to the consolidated financial statements. 66 Table of ContentsMondelēz International, Inc. and SubsidiariesConsolidated Statements of Cash FlowsFor the Years Ended December 31(in millions of U.S. dollars) 2017 2016 2015 CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES Net earnings $2,936 $1,669 $7,291 Adjustments to reconcile net earnings to operating cash flows: Depreciation and amortization 816 823 894 Stock-based compensation expense 137 140 136 U.S. tax reform transition tax 1,317 – – Deferred income tax benefit (1,206) (141) (30) Asset impairments and accelerated depreciation 334 446 345 Loss on early extinguishment of debt 11 428 748 Loss on deconsolidation of Venezuela – – 778 Gains on divestitures and JDE coffee business transactions (186) (9) (6,822) JDE coffee business transactions currency-related net gains – – (436) Gain on equity method investment transactions (40) (43) – Equity method investment net earnings (460) (301) (56) Distributions from equity method investments 152 75 58 Other non-cash items, net (225) (43) 199 Change in assets and liabilities, net of acquisitions and divestitures: Receivables, net (24) 31 44 Inventories, net (18) 62 (49) Accounts payable 5 409 659 Other current assets 14 (176) 28 Other current liabilities (637) 60 152 Change in pension and postretirement assets and liabilities, net (333) (592) (211) Net cash provided by operating activities 2,593 2,838 3,728 CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES Capital expenditures (1,014) (1,224) (1,514) Proceeds from JDE coffee business transactionscurrency hedge settlements – – 1,050 Acquisitions, net of cash received – (246) (527) Proceeds from divestitures, net of disbursements 604 303 4,735 Reduction of cash due to Venezuela deconsolidation – – (611) Capital contribution to JDE – – (544) Proceeds from sale of property, plant and equipment and other assets 109 138 60 Net cash (used in)/provided by investing activities (301) (1,029) 2,649 CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES Issuances of commercial paper, maturities greater than 90 days 1,808 1,540 613 Repayments of commercial paper, maturities greater than 90 days (1,911) (1,031) (710) Net issuances/(repayments) of other short-term borrowings 1,027 1,741 (931) Long-term debt proceeds 350 5,640 4,624 Long-term debt repaid (1,470) (6,186) (4,975) Repurchase of Common Stock (2,174) (2,601) (3,622) Dividends paid (1,198) (1,094) (1,008) Other 207 129 126 Net cash used in financing activities (3,361) (1,862) (5,883) Effect of exchange rate changes on cash and cash equivalents 89 (76) (255) Cash and cash equivalents: (Decrease)/increase (980) (129) 239 Balance at beginning of period 1,741 1,870 1,631 Balance at end of period $761 $1,741 $1,870 Cash paid: Interest $398 $630 $747 Income taxes $848 $527 $745 See accompanying notes to the consolidated financial statements. 67 Table of ContentsMondelēz International, Inc. and SubsidiariesNotes to Consolidated Financial StatementsNote 1. Summary of Significant Accounting PoliciesDescription of Business:Mondelēz International, Inc. was incorporated in 2000 in the Commonwealth of Virginia. Mondelēz International, Inc., through its subsidiaries(collectively “Mondelēz International,” “we,” “us” and “our”), sells food and beverage products to consumers in approximately 160 countries.Principles of Consolidation:The consolidated financial statements include Mondelēz International, Inc. as well as our wholly owned and majority owned subsidiaries. Allintercompany transactions are eliminated. The noncontrolling interest represents the noncontrolling investors’ interests in the results ofsubsidiaries that we control and consolidate. Through December 31, 2015, the operating results of our Venezuelan subsidiaries are included in ourconsolidated financial statements. As of the close of the fourth quarter of 2015, we deconsolidated our Venezuelan operations from ourconsolidated financial statements and recognized a loss on deconsolidation. See Currency Translation and Highly Inflationary Accounting:Venezuela below for more information.We account for investments in which we exercise significant influence under the equity method of accounting. On July 2, 2015, we contributed ourglobal coffee businesses to a new company, Jacobs Douwe Egberts (“JDE”), in which we now hold an equity interest (collectively, the “JDE coffeebusiness transactions”). Historically, our coffee businesses and the income from equity method investments were recorded within our operatingincome as these businesses were part of our base business. While we retain an ongoing interest in coffee through equity method investmentsincluding JDE, Keurig Green Mountain Inc. (“Keurig”) and Dongsuh Foods Corporation (“DSF”), and we have significant influence with our equitymethod investments, we do not control these operations directly. As such, in the third quarter of 2015, we began to recognize equity methodinvestment earnings, consisting primarily of investments in coffee businesses, outside of operating income and segment income. For periods priorto the third quarter of 2015, our historical coffee business and equity method investment earnings were included within our operating income andsegment income. (For the six months ended December 31, 2015, after-tax equity method investment net earnings were less than $1 million on acombined basis and thus are not shown on our consolidated statement of earnings for this period.) Please see Note 2, Divestitures andAcquisitions – JDE Coffee Business Transactions, Keurig Transaction and Planned Keurig Dr Pepper Transaction, and Note 16, SegmentReporting, for more information on these transactions.We use the cost method of accounting for investments in which we do not exercise significant influence or control. Under the cost method ofaccounting, earnings are recognized to the extent cash is received.Use of Estimates:We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America(“U.S. GAAP”), which require us to make estimates and assumptions that affect a number of amounts in our consolidated financial statements.Significant accounting policy elections, estimates and assumptions include, among others, pension and benefit plan assumptions, valuationassumptions of goodwill and intangible assets, useful lives of long-lived assets, restructuring program liabilities, marketing program accruals,insurance and self-insurance reserves and income taxes. We base our estimates on historical experience and other assumptions that we believeare reasonable. If actual amounts differ from estimates, we include the revisions in our consolidated results of operations in the period the actualamounts become known. Historically, the aggregate differences, if any, between our estimates and actual amounts in any year have not had amaterial effect on our consolidated financial statements.Segment Change:On October 1, 2016, we integrated our Eastern Europe, Middle East, and Africa (“EEMEA”) operating segment into our Europe and Asia Pacificoperating 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 combinedwithin our Asia Pacific region to form a new Asia, Middle East and Africa (“AMEA”) operating segment. We have reflected the segment change asif it had occurred in all periods presented. 68 Table of ContentsAs of October 1, 2016, our operations and management structure were organized into four reportable operating segments: • Latin America • AMEA • Europe • North AmericaSee Note 16, Segment Reporting, for additional information on our segments.Currency Translation and Highly Inflationary Accounting:We translate the results of operations of our subsidiaries from multiple currencies using average exchange rates during each period and translatebalance sheet accounts using exchange rates at the end of each period. We record currency translation adjustments as a component of equity(except for highly inflationary currencies) and realized exchange gains and losses on transactions in earnings.Highly inflationary accounting is triggered when a country’s three-year cumulative inflation rate exceeds 100%. It requires the remeasurement offinancial statements of subsidiaries in the country, from the functional currency of the subsidiary to our U.S. dollar reporting currency, withcurrency remeasurement gains or losses recorded in earnings. In 2017, none of our consolidated subsidiaries were accounted for as highlyinflationary economies.Argentina. We continue to closely monitor inflation and the potential for the economy to become highly inflationary for accounting purposes. As ofDecember 31, 2017, the Argentinian economy was not designated as highly inflationary and we continued to record currency translationadjustments within equity and realized exchange gains and losses on transactions in earnings. Our Argentinian operations contributed $601 million,or 2.3% of consolidated net revenues in 2017. The net monetary liabilities of our Argentinian operations as of December 31, 2017 were notmaterial.Ukraine. Based on inflation data published by the National Bank of Ukraine, Ukraine’s three-year cumulative inflation rate dropped and remainedbelow 100% by the end of 2017. As such, Ukraine is no longer highly inflationary and we continue to record currency translation adjustments withinequity and realized exchange gains and losses on transactions in earnings. Our Ukrainian operations contributed $73 million, or 0.3%, ofconsolidated net revenues in 2017. The net monetary assets of our Ukrainian operations as of December 31, 2017 were not material.Venezuela. From January 1, 2010 through December 31, 2015, we accounted for the results of our Venezuelan subsidiaries using the U.S. dollaras the functional currency as prescribed by U.S. GAAP for highly inflationary economies.Effective as of the close of the 2015 fiscal year, we concluded that we no longer met the accounting criteria for consolidation of our Venezuelansubsidiaries due to a loss of control over our Venezuelan operations and an other-than-temporary lack of currency exchangeability. The economicand regulatory environment in Venezuela and the progressively limited access to dollars to import goods through the use of any of the availablecurrency mechanisms impaired our ability to operate and control our Venezuelan businesses. As a result of these factors, we concluded that weno longer met the criteria for the consolidation of our Venezuelan subsidiaries.As of the close of the 2015 fiscal year, we deconsolidated and changed to the cost method of accounting for our Venezuelan operations. Werecorded a $778 million pre-tax loss on December 31, 2015 as we reduced the value of our cost method investment in Venezuela and allVenezuelan receivables held by our other subsidiaries to realizable fair value, resulting in full impairment. The recorded loss also includedhistorical cumulative translation adjustments related to our Venezuelan operations that had previously been recorded in accumulated othercomprehensive losses within equity. The fair value of our investments in our Venezuelan subsidiaries was estimated based on discounted cashflow projections of current and expected operating losses in the foreseeable future and our ability to operate the business on a sustainable basis.Our fair value estimate included U.S. dollar exchange and discount rate assumptions that reflected the inflation and economic uncertainty inVenezuela.For 2015, the operating results of our Venezuela operations were included in our consolidated statements of earnings. During this time, werecognized a number of currency-related remeasurement losses resulting from devaluations of the Venezuela bolivar exchange rates wehistorically used to source U.S. dollars for purchases of imported raw materials, packaging and other goods and services. The following table setsforth the 2015 remeasurement losses, the deconsolidation loss and historical operating results and financial position of our Venezuelansubsidiaries for the period presented: 69 Table of Contents For the Year EndedDecember 31, 2015 (in millions) Net revenues $1,217 Operating income (excluding remeasurement and deconsolidation loss) 266 Remeasurement loss in Q1 2015: 11.50 to 12.00 bolivars to the U.S. dollar (11) Loss on deconsolidation (778) As ofDecember 31, 2015 (1) (in millions) Cash $611 Net monetary assets 405 Net assets 658 (1)Represents the financial position of our Venezuelan subsidiaries on December 31, 2015 prior to deconsolidation.Beginning in 2016, we no longer included net revenues, earnings or net assets of our Venezuelan subsidiaries within our consolidated financialstatements. Under the cost method of accounting, earnings are only recognized to the extent cash is received. Given the current and ongoingdifficult economic, regulatory and business environment in Venezuela, there continues to be significant uncertainty related to our operations inVenezuela. In early 2018, the profitability and cash flows of our local operations significantly deteriorated following the issuance of newgovernment price controls. We are engaging with authorities on the pricing restrictions, however, if the situation is not resolved, it couldsignificantly impede our ability to continue to operate in Venezuela.Other Countries. Since we sell our products in approximately 160 countries and have operations in over 80 countries, we monitor economic andcurrency-related risks and seek to take protective measures in response to these exposures. Some of the countries in which we do business haverecently experienced periods of significant economic uncertainty and exchange rate volatility, including Brazil, China, Mexico, Russia, UnitedKingdom (Brexit), Turkey, Egypt, Nigeria and South Africa. We continue to monitor operations, currencies and net monetary exposures in thesecountries. At this time, we do not anticipate a risk to our operating results from changing to highly inflationary accounting in these countries.Cash and Cash Equivalents:Cash and cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or less.Transfers of Financial Assets:We account for transfers of financial assets, such as uncommitted revolving non-recourse accounts receivable factoring arrangements, when wehave surrendered control over the related assets. Determining whether control has transferred requires an evaluation of relevant legalconsiderations, an assessment of the nature and extent of our continuing involvement with the assets transferred and any other relevantconsiderations. We use receivable factoring arrangements periodically when circumstances are favorable to manage liquidity. We have a factoringarrangement with a major global bank for a maximum combined capacity of $1.0 billion. Under the program, we may sell eligible short-term tradereceivables to the bank in exchange for cash. We then continue to collect the receivables sold, acting solely as a collecting agent on behalf of thebank. The outstanding principal amount of receivables under this arrangement amounted to $804 million as of December 31, 2017, $644 million asof December 31, 2016 and $570 million as of December 31, 2015. The incremental cost of factoring receivables under this arrangement were nomore than $6 million in each of the years presented. The proceeds from the sales of receivables are included in cash from operating activities inthe consolidated statements of cash flows.Accounting Calendar Change:In connection with moving toward a common consolidation date across the Company, in the first quarter of 2015, we changed the consolidationdate for our North America segment from the last Saturday of each period to the last calendar day of each period. The change had a favorableimpact of $76 million on net revenues and $36 million on operating income in 2015. As a result of this change, each of our operating subsidiariesnow reports results as of the last calendar day of the period. 70 Table of ContentsInventories:We value our inventory using the average cost method. We also record inventory allowances for overstock and obsolete inventories due toingredient and packaging changes.Long-Lived Assets:Property, plant and equipment are stated at historical cost and depreciated by the straight-line method over the estimated useful lives of theassets. Machinery and equipment are depreciated over periods ranging from 3 to 20 years and buildings and building improvements over periodsup to 40 years.We review long-lived assets, including amortizable intangible assets, for realizability on an ongoing basis. Changes in depreciation, generallyaccelerated depreciation, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change.We also review for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In thosecircumstances, we perform undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment,we group assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excessof the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over theremaining useful life or based on the expected cash proceeds for the asset less costs of disposal. Any significant impairment losses would berecorded within asset impairment and exit costs in the consolidated statements of earnings.Software Costs:We capitalize certain computer software and software development costs incurred in connection with developing or obtaining computer software forinternal use. Capitalized software costs are included in property, plant and equipment and amortized on a straight-line basis over the estimateduseful lives of the software, which do not exceed seven years.Goodwill and Non-Amortizable Intangible Assets:We have historically annually tested goodwill and non-amortizable intangible assets for impairment as of October 1. In 2017, we voluntarilychanged the annual impairment assessment date from October 1 to July 1. We believe this measurement date, which represents a change in themethod of applying an accounting principle, is preferable because it better aligns with our strategic business planning process and financialforecasts, which are key components of the annual impairment tests. The change in the measurement date did not delay, accelerate or prevent animpairment charge. Each quarter, we have evaluated goodwill and intangible asset impairment risks and recognized any related impairments todate. As such, the change in the annual test date was applied on July 1, 2017.We assess goodwill impairment risk throughout the year by performing a qualitative review of entity-specific, industry, market and generaleconomic factors affecting our goodwill reporting units. We review our operating segment and reporting unit structure for goodwill testing annuallyor as significant changes in the organization occur. Annually, we may perform qualitative testing, or depending on factors such as prior-year testresults, current year developments, current risk evaluations and other practical considerations, we may elect to do quantitative testing instead. Inour quantitative testing, we compare a reporting unit’s estimated fair value with its carrying value. We estimate a reporting unit’s fair value using adiscounted cash flow method that incorporates planned growth rates, market-based discount rates and estimates of residual value. This year, forour Europe and North America reporting units, we used a market-based, weighted-average cost of capital of 7.2% to discount the projected cashflows of those operations. For our Latin America and AMEA reporting units, we used a risk-rated discount rate of 10.2%. Estimating the fair valueof individual reporting units requires us to make assumptions and estimates regarding our future plans, industry and economic conditions, and ouractual results and conditions may differ over time. If the carrying value of a reporting unit’s net assets exceeds its fair value, we would recognizean impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value.Annually we assess non-amortizable intangible assets for impairment by performing a qualitative review and assessing events and circumstancesthat could affect the fair value or carrying value of the indefinite-lived intangible assets. If significant potential impairment risk exists for a specificasset, we quantitatively test it for impairment by comparing its estimated fair value with its carrying value. We determine estimated fair value usingplanned growth rates, market-based discount rates and estimates of royalty rates. If the carrying value of the asset exceeds its fair value, weconsider the asset impaired and reduce its carrying value to the estimated fair value. We amortize definite-lived intangible assets over theirestimated useful lives and evaluate them for impairment as we do other long-lived assets. 71 Table of ContentsInsurance and Self-Insurance:We use a combination of insurance and self-insurance for a number of risks, including workers’ compensation, general liability, automobile liability,product liability and our obligation for employee healthcare benefits. We estimate the liabilities associated with these risks on an undiscountedbasis by evaluating and making judgments about historical claims experience and other actuarial assumptions and the estimated impact on futureresults.Revenue Recognition:We predominantly sell food and beverage products across several product categories and in all regions as disclosed in Note 16, SegmentReporting. We recognize revenue when control over the products transfers to our customers, which generally occurs upon delivery or shipment ofthe products. We account for product shipping, handling and insurance as fulfillment activities with revenues for these activities recorded within netrevenue and costs recorded within cost of sales. Any taxes collected on behalf of government authorities are excluded from net revenues. A smallpercentage of our net revenues relates to the licensing of our intellectual property, predominantly brand and trade names, and we record theserevenues over the license term.Revenues are recorded net of trade and sales incentives and estimated product returns. Known or expected pricing or revenue adjustments, suchas trade discounts, rebates or returns, are estimated at the time of sale. We base these estimates principally on historical utilization andredemption rates. Estimates that affect revenue, such as trade incentives and product returns, are monitored and adjusted each period until theincentives or product returns are realized.Key sales terms, such as pricing and quantities ordered, are established on a very frequent basis such that most customer arrangements andrelated incentives have a one year or shorter duration. As such, we do not capitalize contract inception costs and we capitalize product fulfillmentcosts in accordance with U.S. GAAP and our inventory policies. We do not have any significant unbilled receivables at the end of any period.Deferred revenues are not material and primarily include customer advance payments typically collected a few days before product delivery, atwhich time, deferred revenues are reclassified and recorded as net revenues. We generally do not receive noncash consideration for the sale ofgoods nor do we grant payment financing terms greater than one year.Marketing, Advertising and Research and Development:We promote our products with marketing and advertising programs. These programs include, but are not limited to, cooperative advertising,in-store displays and consumer marketing promotions. For interim reporting purposes, advertising and consumer promotion expenses are chargedto operations as a percentage of volume, based on estimated sales volume and estimated program spending. We do not defer costs on ouryear-end consolidated balance sheet and all marketing and advertising costs are recorded as an expense in the year incurred. Advertising expensewas $1,248 million in 2017, $1,396 million in 2016 and $1,542 million in 2015. We expense product research and development costs as incurred.Research and development expense was $366 million in 2017, $376 million in 2016 and $409 million in 2015. We record marketing and advertisingas well as research and development expenses within selling, general and administrative expenses.Stock-based Compensation:Stock-based compensation awarded to employees and non-employee directors is valued at fair value on the grant date. We record stock-basedcompensation expense over the vesting period, generally three years. Forfeitures are estimated on the grant date for all of our stock-basedcompensation awards.Employee Benefit Plans:We provide a range of benefits to our current and retired employees. These include pension benefits, postretirement health care benefits andpostemployment benefits depending upon jurisdiction, tenure, job level and other factors. Local statutory requirements govern many of the benefitplans we provide around the world. Local government plans generally cover health care benefits for retirees outside the United States, Canada andUnited Kingdom. Our U.S., Canadian and U.K. subsidiaries provide health care and other benefits to most retired employees. Our postemploymentbenefit plans provide primarily severance benefits for eligible salaried and certain hourly employees. The cost for these plans is recognized inearnings primarily over the working life of the covered employee. 72 Table of ContentsFinancial Instruments:We use financial instruments to manage our currency exchange rate, commodity price and interest rate risks. We monitor and manage theseexposures as part of our overall risk management program, which focuses on the unpredictability of financial markets and seeks to reduce thepotentially adverse effects that the volatility of these markets may have on our operating results. A principal objective of our risk managementstrategies is to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity pricesand interest rates, principally through the use of derivative instruments.We use a combination of primarily currency forward contracts, futures, options and swaps; commodity forward contracts, futures and options; andinterest rate swaps to manage our exposure to cash flow variability, protect the value of our existing currency assets and liabilities and protect thevalue of our debt. See Note 8, Financial Instruments, for more information on the types of derivative instruments we use.We record derivative financial instruments on a gross basis and at fair value in our consolidated balance sheets within other current assets or othercurrent liabilities due to their relatively short-term duration. Cash flows from derivative instruments are classified in the consolidated statements ofcash flows based on the nature of the derivative instrument. Changes in the fair value of a derivative that is designated as a cash flow hedge, tothe extent that the hedge is effective, are recorded in accumulated other comprehensive earnings/(losses) and reclassified to earnings when thehedged item affects earnings. Changes in fair value of economic hedges and the ineffective portion of all hedges are recognized in current periodearnings. Changes in the fair value of a derivative that is designated as a fair value hedge, along with the changes in the fair value of the relatedhedged asset or liability, are recorded in earnings in the same period. We use non-U.S. dollar denominated debt to hedge a portion of our netinvestment in non-U.S. operations against adverse movements in exchange rates, with currency movements related to the debt and netinvestment and the related deferred taxes recorded within currency translation adjustment in accumulated other comprehensive earnings/(losses).In order to qualify for hedge accounting, a specified level of hedging effectiveness between the derivative instrument and the item being hedgedmust exist at inception and throughout the hedged period. We must also formally document the nature of and relationship between the derivativeand the hedged item, as well as our risk management objectives, strategies for undertaking the hedge transaction and method of assessing hedgeeffectiveness. Additionally, for a hedge of a forecasted transaction, the significant characteristics and expected term of the forecasted transactionmust be specifically identified, and it must be probable that the forecasted transaction will occur. If it is no longer probable that the hedgedforecasted transaction will occur, we would recognize the gain or loss related to the derivative in earnings.When we use derivatives, we are exposed to credit and market risks. Credit risk exists when a counterparty to a derivative contract might fail tofulfill its performance obligations under the contract. We reduce our credit risk by entering into transactions with counterparties with high quality,investment grade credit ratings, limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties.We also maintain a policy of requiring that all significant, non-exchange traded derivative contracts with a duration of one year or longer aregoverned by an International Swaps and Derivatives Association master agreement. Market risk exists when the value of a derivative or otherfinancial instrument might be adversely affected by changes in market conditions and commodity prices, currency exchange rates or interestrates. We manage derivative market risk by limiting the types of derivative instruments and derivative strategies we use and the degree of marketrisk that we plan to hedge through the use of derivative instruments.Commodity derivatives. We are exposed to price risk related to forecasted purchases of certain commodities that we primarily use as rawmaterials. We enter into commodity forward contracts primarily for wheat, sugar and other sweeteners, soybean and vegetable oils and cocoa.Commodity forward contracts generally are not subject to the accounting requirements for derivative instruments and hedging activities under thenormal purchases exception. We also use commodity futures and options to hedge the price of certain input costs, including cocoa, energy costs,sugar and other sweeteners, wheat, packaging, dairy, corn, and soybean and vegetable oils. We also sell commodity futures to unprice futurepurchase commitments, and we occasionally use related futures to cross-hedge a commodity exposure. We are not a party to leveragedderivatives and, by policy, do not use financial instruments for speculative purposes. During the third quarter of 2016, we discontinued designatingcommodity derivatives for hedge accounting treatment. Any unrealized gains or losses (mark-to-market impacts) and realized gains or losses arerecorded in earnings. 73 Table of ContentsCurrency exchange derivatives. We use various financial instruments to mitigate our exposure to changes in exchange rates from third-party andintercompany current and forecasted transactions. These instruments may include currency exchange forward contracts, futures, options andswaps. Based on the size and location of our businesses, we use these instruments to hedge our exposure to certain currencies, including theeuro, pound sterling, Swiss franc, Canadian dollar and Mexican peso. During the third quarter of 2016, we discontinued designating currencyexchange derivatives for hedge accounting treatment. Any unrealized gains or losses (mark-to-market impacts) and realized gains or losses arerecorded in earnings (see Note 8, Financial Instruments, for additional information). Interest rate cash flow and fair value hedges. We manage interest rate volatility by modifying the pricing or maturity characteristics of certainliabilities so that the net impact on expense is not, on a material basis, adversely affected by movements in interest rates. As a result of interestrate fluctuations, hedged fixed-rate liabilities appreciate or depreciate in market value. We expect the effect of this unrealized appreciation ordepreciation to be substantially offset by our gains or losses on the derivative instruments that are linked to these hedged liabilities. We usederivative instruments, including interest rate swaps that have indices related to the pricing of specific liabilities as part of our interest rate riskmanagement strategy. As a matter of policy, we do not use highly leveraged derivative instruments for interest rate risk management. We useinterest rate swaps to economically convert a portion of our fixed-rate debt into variable-rate debt. Under the interest rate swap contracts, we agreewith other parties to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts, which is calculatedbased on an agreed-upon notional amount. We use interest rate swaps to hedge the variability of interest payment cash flows on a portion of ourfuture debt obligations. We also execute cross-currency interest rate swaps to hedge interest payments on newly issued debt denominated in adifferent currency than the functional currency of the borrowing entity. Substantially all of these derivative instruments are highly effective andqualify for hedge accounting treatment.Hedges of net investments in non-U.S. operations. We have numerous investments outside the United States. The net assets of thesesubsidiaries are exposed to changes and volatility in currency exchange rates. We use local currency denominated debt to hedge our non-U.S. netinvestments against adverse movements in exchange rates. We designated our euro, pound sterling and Swiss franc denominated borrowings as anet investment hedge of a portion of our overall European operations. The gains and losses on our net investment in these designated Europeanoperations are economically offset by losses and gains on our euro, pound sterling and Swiss franc denominated borrowings. The change in thedebt’s value, net of deferred taxes, is recorded in the currency translation adjustment component of accumulated other comprehensiveearnings/(losses).Income Taxes:Our provision for income taxes includes amounts payable or refundable for the current year, the effects of deferred taxes and impacts fromuncertain tax positions. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differencesbetween the financial statement and tax basis of our assets and liabilities, operating loss carryforwards and tax credit carryforwards. Deferred taxassets and liabilities are measured using enacted tax rates expected to apply in the years in which those differences are expected to reverse.The realization of certain deferred tax assets is dependent on generating sufficient taxable income in the appropriate jurisdiction prior to theexpiration of the carryforward periods. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, orall, of the deferred tax assets will not be realized. When assessing the need for a valuation allowance, we consider any carryback potential, futurereversals of existing taxable temporary differences (including liabilities for unrecognized tax benefits), future taxable income and tax planningstrategies.We recognize tax benefits in our financial statements from uncertain tax positions only if it is more likely than not that the tax position will besustained based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that is greater than50 percent likely of being realized upon resolution. Future changes related to the expected resolution of uncertain tax positions could affect taxexpense in the period when the change occurs. 74 Table of ContentsWe monitor for changes in tax laws and reflect the impacts of tax law changes in the period of enactment. In response to the United States taxreform legislation enacted on December 22, 2017 (“U.S. tax reform”), the U.S. Securities and Exchange Commission (“SEC”) issued guidance thatallows us to record provisional amounts for the impacts of U.S. tax reform if the full accounting cannot be completed before we file our 2017financial statements. For provisions of the tax law where we are unable to make a reasonable estimate of the impact, the guidance allows us tocontinue to apply the historical tax provisions in computing our income tax liability and deferred tax assets and liabilities as of December 31, 2017.The guidance also allows us to finalize accounting for the U.S. tax reform changes within one year of the December 22, 2017 enactment date. SeeNote 14, Income Taxes, for additional information on how we recorded the impacts of the U.S. tax reform.New Accounting Pronouncements:In August 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) to simplify the application ofhedge accounting and increase the transparency of hedge results. The updated standard changes how companies can assess the effectiveness oftheir hedging relationships. For cash flow and net investment hedges as of the adoption date, the ASU requires a modified retrospective transitionapproach. Presentation and disclosure requirements related to this ASU are required prospectively. The ASU is effective for fiscal years beginningafter December 15, 2018, with early adoption permitted. We intend to early adopt this standard in the first quarter of 2018 and we do not expect itto have a significant impact on our consolidated financial statements, including the cumulative-effect adjustment required upon adoption.In May 2017, the FASB issued an ASU to clarify when changes to the terms or conditions of a share-based payment award must be accounted foras modifications. The ASU is applied prospectively to awards that are modified on or after the adoption date. The ASU is effective for fiscal yearsbeginning after December 15, 2017, with early adoption permitted. We will adopt the standard on January 1, 2018 and we do not expect a materialimpact to our consolidated financial statements.In March 2017, the FASB issued an ASU to amend the amortization period for certain purchased callable debt securities held at a premium,shortening the period to the earliest call date instead of the maturity date. The standard does not impact securities held at a discount as thediscount continues to be amortized to maturity. The ASU is applied on a modified retrospective basis through a cumulative-effect adjustmentdirectly to retained earnings as of the beginning of the period of adoption. The ASU is effective for fiscal years beginning after December 15, 2018,with early adoption permitted. We will adopt the standard on January 1, 2019. We do not expect a material impact to our consolidated financialstatements.In March 2017, the FASB issued an ASU to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. Thestandard requires employers to disaggregate the service cost component from the other components of net benefit cost and disclose the amountand location where the net benefit cost is recorded in the income statement or capitalized in assets. The standard is to be applied on aretrospective basis for the change in presentation in the income statement and prospectively for the change in presentation on the balance sheet.The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We will adopt the standard on January 1,2018. We will reclassify net benefit costs other than service costs below operating income, with no impact to our net earnings. For information onour service cost and other components of net periodic benefit cost for pension, postretirement benefit and postemployment plans, see Note 9,Benefit Plans.In January 2017, the FASB issued an ASU that clarifies the definition of a business with the objective of adding guidance to assist companies withevaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business mayaffect many areas of accounting including acquisitions, disposals, goodwill and consolidation. The ASU is applied on a prospective basis and iseffective for fiscal years beginning after December 15, 2017, with early adoption permitted. We will adopt this standard on January 1, 2018 and wedo not expect a material impact to our consolidated financial statements.In November 2016, the FASB issued an ASU that requires the change in restricted cash or cash equivalents to be included with other changes incash and cash equivalents in the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, with earlyadoption permitted. We will adopt this standard on January 1, 2018 and we do not expect a material impact on our consolidated statements ofcash flows. 75 Table of ContentsIn October 2016, the FASB issued an ASU that requires the recognition of tax consequences of intercompany asset transfers other than inventorywhen the transfer occurs and removes the exception to postpone recognition until the asset has been sold to an outside party. The standard is tobe applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings. The ASU is effective for fiscalyears beginning after December 15, 2017, with early adoption permitted. We will adopt this standard on January 1, 2018 and we do not expect amaterial impact to our consolidated financial statements.In August 2016, the FASB issued an ASU to provide guidance on eight specific cash flow classification issues and reduce diversity in practice inhow some cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU is effective for fiscal yearsbeginning after December 15, 2017, with early adoption permitted. We will adopt this standard on January 1, 2018 and we do not expect a materialimpact to our consolidated financial statements.In February 2016, the FASB issued an ASU on lease accounting. The ASU revises existing U.S. GAAP and outlines a new model for lessors andlessees to use in accounting for lease contracts. The guidance requires lessees to recognize a right-of-use asset and a lease liability on thebalance sheet for all leases, with the exception of short-term leases. In the statement of earnings, lessees will classify leases as either operating(resulting in straight-line expense) or financing (resulting in a front-loaded expense pattern). The ASU is effective for fiscal years beginning afterDecember 15, 2018, with early adoption permitted. We anticipate adopting the new standard on January 1, 2019. We continue to make progress inour due diligence and assess the impact of the new standard across our operations and on our consolidated financial statements, which willconsist primarily of recording lease assets and liabilities on our balance sheet for our operating leases.In January 2016, the FASB issued an ASU that provides updated guidance for the recognition, measurement, presentation and disclosure offinancial assets and liabilities. The standard requires that equity investments (other than those accounted for under equity method of accounting orthose that result in consolidation of the investee) be measured at fair value, with changes in fair value recognized in net income. The standard alsoimpacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The ASU iseffective for fiscal years beginning after December 15, 2017. We will adopt this standard on January 1, 2018 and we do not expect a materialimpact to our consolidated financial statements.In May 2014, the FASB issued an ASU on revenue recognition from contracts with customers. The ASU outlines a new, single comprehensivemodel for companies to use in accounting for revenue. The core principle is that an entity should recognize revenue to depict the transfer of controlover promised goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchangefor the goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flowsfrom customer contracts, including significant judgments made in recognizing revenue. In 2016 and 2017, the FASB issued several ASUs thatclarified principal versus agent (gross versus net) revenue presentation considerations, confirmed the accounting for certain prepaid stored-valueproducts and clarified the guidance for identifying performance obligations within a contract, the accounting for licenses and partial sales ofnonfinancial assets. The FASB also issued two ASUs providing technical corrections, narrow scope exceptions and practical expedients to clarifyand improve the implementation of the new revenue recognition guidance. The revenue guidance is effective for annual reporting periods beginningafter December 15, 2017, with early adoption permitted as of the original effective date (annual reporting periods beginning after December 15,2016). The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment as of the date of adoption. Weadopted the new standard on January 1, 2018 on a full retrospective basis. There was no material financial impact from adopting the new revenuestandards.Note 2. Divestitures and AcquisitionsJDE Coffee Business Transactions:On July 2, 2015, we completed transactions to combine our wholly owned coffee businesses with those of D.E Master Blenders 1753 B.V.(“DEMB”) to create a new company, JDE. Through March 7, 2016, we held a 43.5% interest in JDE. Following the March 7, 2016 exchange of aportion of our investment in JDE for an interest in Keurig, we held a 26.5% equity interest in JDE. (See discussion under Keurig Transactionbelow.) The remaining 73.5% equity interest in JDE was held by a subsidiary of Acorn Holdings B.V. (“AHBV,” owner of DEMB prior to July 2,2015). Following the transactions 76 Table of Contentsdiscussed under JDE Stock-Based Compensation Arrangements below, as of December 31, 2017, we hold a 26.5% voting interest, a 26.4%ownership interest and a 26.2% profit and dividend sharing interest in JDE. We recorded JDE equity earnings of $129 million in 2017 and$100 million in 2016 and equity losses of $58 million in 2015. We also recorded $49 million of cash dividends received during the first quarter of2017.The consideration we received in the JDE coffee business transactions completed on July 2, 2015 consisted of €3.8 billion of cash ($4.2 billion asof July 2, 2015), a 43.5% equity interest in JDE and $794 million in receivables (related to sales price adjustments and tax formation costpayments). During the third quarter of 2015, we also recorded $283 million of cash and receivables from JDE related to reimbursement of coststhat we incurred in separating our coffee businesses. The cash and equity consideration we received at closing reflects our retaining our interest inour Korea-based joint venture, DSF. During the second quarter of 2015, we also completed the sale of our interest in a Japanese coffee jointventure, Ajinomoto General Foods, Inc. (“AGF”). In lieu of contributing our interest in the AGF joint venture to JDE, we contributed the net cashproceeds from this sale as part of the overall JDE coffee business transactions.On July 5, 2016, we received an expected cash payment of $275 million from JDE to settle the receivable related to tax formation costs that werepart of the initial sales price.In connection with the contribution of our global coffee businesses to JDE on July 2, 2015, we recorded a final pre-tax gain of $6.8 billion (or$6.6 billion after-tax) in 2015 after final adjustments described below. As previously reported, we deconsolidated net assets totaling $2.9 billion andreduced accumulated other comprehensive losses for the transfer of coffee business-related pension obligations by $90 million. We also recordedapproximately $1.0 billion of pre-tax net gains related to hedging the expected cash proceeds from the transactions as described further below.During the fourth quarter of 2015, we and JDE concluded negotiations of a sales price adjustment and completed the valuation of our investment inJDE. Primarily due to the negotiated resolution of the sales price adjustment in the fourth quarter of 2015, we recorded a $313 million reduction inthe pre-tax gain on the coffee transaction, reducing the $7.1 billion estimated gain in the third quarter of 2015 to the $6.8 billion final gain for 2015.As part of our sales price negotiations, we retained the right to collect future cash payments if certain estimated pension liabilities are realized overan agreed amount in the future. As such, we may recognize additional income related to this negotiated term in the future.The final value of our 43.5% investment in JDE on July 2, 2015 was €4.1 billion ($4.5 billion as of July 2, 2015). The fair value of the JDEinvestment was determined using both income-based and market-based valuation techniques. The discounted cash flow analysis reflected growth,discount and tax rates and other assumptions reflecting the underlying combined businesses and countries in which the combined coffeebusinesses operate. The fair value of the JDE investment also included the fair values of the Carte Noire and Merrild businesses, which JDEagreed to divest to comply with the conditioned approval by the European Commission related to the JDE coffee business transactions. As of theend of the first quarter of 2016, these businesses were sold by JDE. As the July 2, 2015 fair values for these businesses were recorded by JDE attheir pending sales values, we did not record any gain or loss on the sales of these businesses in our share of JDE’s earnings.In 2014 and 2015, in connection with the expected receipt of cash in euros at the time of closing, we entered into a number of consecutivecurrency exchange forward contracts to lock in an equivalent expected value in U.S. dollars as of the date the JDE coffee business transactionswere first announced in May 2014. Cumulatively, we realized aggregate net gains and received cash of approximately $1.0 billion on these hedgingcontracts that increased the cash we received in connection with the JDE coffee business transactions from $4.2 billion in cash considerationreceived to $5.2 billion. In connection with these currency contracts and the transfer of the sale proceeds to our subsidiaries that deconsolidatednet assets and shares, we recognized a net gain of $436 million in 2015 within interest and other expense, net.We also incurred incremental expenses related to readying our global coffee businesses for the transactions that totaled $278 million for the yearended December 31, 2015. Of these total expenses, $123 million was recorded within asset impairment and exit costs in 2015 and the remainderwas recorded within selling, general and administrative expenses of primarily our Europe segment, as well as within general corporate expenses.JDE Capital Increase:On December 18, 2015, AHBV and we agreed to provide JDE additional capital to pay down some of its debt with lenders. Our pro rata share ofthe capital increase was €499 million ($544 million as of December 18, 2015) and was made in return for a pro rata number of additional shares inJDE such that our ownership in JDE did not change following the capital increase. To fund our share of the capital increase, we contributed€460 million ($501 million) of JDE receivables and made a €39 million ($43 million) cash payment. 77 Table of ContentsJDE Stock-Based Compensation Arrangements:On June 30, 2016, we entered into agreements with AHBV and its affiliates to establish a new stock-based compensation arrangement tied to theissuance of JDE equity compensation awards to JDE employees. This arrangement replaced a temporary equity compensation program tied to theissuance of AHBV equity compensation to JDE employees. New Class C, D and E JDE shares were authorized and issued for investments madeby, and vested stock-based compensation awards granted to, JDE employees. Under these arrangements, share ownership dilution from the JDEClass C, D and E shareholders is limited to 2%. We retained our 26.5% voting rights and have a slightly lower portion of JDE’s profits anddividends than our shareholder ownership interest as certain employee shareholders receive a slightly larger share. Upon execution of theagreements and the creation of the Class C, D and E JDE shares, as a percentage of the total JDE issued shares, our Class B shares decreasedfrom 26.5% to 26.4% and AHBV’s Class A shares decreased from 73.5% to 73.22%, while the Class C, D and E shares, held by AHBV and itsaffiliates until the JDE employee awards vest, comprised 0.38% of JDE’s shares. Additional Class C shares are available to be issued whenplanned long-term incentive plan (“JDE LTIP”) awards vest, generally over the next five years. When the JDE Class C shares are issued inconnection with the vested JDE LTIP awards, the Class A and B relative ownership interests will decrease. Based on estimated achievement andforfeiture assumptions, we do not expect our JDE ownership interest to decrease below 26.27%.JDE Tax Matter Resolution:On July 19, 2016, the Supreme Court of Spain reached a final resolution on a challenged JDE tax position held by a predecessor DEMB companythat resulted in an unfavorable tax expense of €114 million. As a result, our share of JDE’s equity earnings during the third quarter of 2016 wasnegatively affected by €30 million ($34 million).Keurig Transaction:On March 3, 2016, a subsidiary of AHBV completed a $13.9 billion acquisition of all of the outstanding common stock of Keurig through a mergertransaction. On March 7, 2016, we exchanged with a subsidiary of AHBV a portion of our equity interest in JDE with a carrying value of €1.7 billion(approximately $2.0 billion as of March 7, 2016) for an interest in Keurig with a fair value of $2.0 billion based on the merger consideration pershare for Keurig. We recorded the difference between the fair value of Keurig and our basis in JDE shares as a $43 million gain on the equitymethod investment exchange in March 2016. Immediately following the exchange, our ownership interest in JDE was 26.5% and our interest inKeurig was 24.2%. Both AHBV and we hold our investments in Keurig through a combination of equity and interests in a shareholder loan, withpro-rata ownership of each. Our initial $2.0 billion investment in Keurig includes a $1.6 billion Keurig equity interest and a $0.4 billion shareholderloan receivable, which are reported on a combined basis within equity method investments on our consolidated balance sheet as of December 31,2017. The shareholder loan has a 5.5% interest rate and is payable at the end of a seven-year term on February 27, 2023. We recorded Keurigequity earnings of $208 million in 2017 (of which, approximately $119 million relates to the provisional tax benefit Keurig recorded as a result ofU.S. tax reform), and $77 million in 2016. We recorded shareholder loan interest of $24 million in 2017 and $20 million in 2016. Additionally, wereceived shareholder loan interest payments of $30 million in 2017 and $14 million in 2016 and dividends of $14 million in 2017 and $4 million in2016.Planned Keurig Dr Pepper Transaction:On January 29, 2018, we announced that we would exchange our ownership interest in Keurig for equity in Keurig Dr Pepper, which is contingentupon the successful completion of a planned merger of Keurig with Dr Pepper Snapple Group, Inc. Following the close of the merger in mid-2018,we expect our ownership in Keurig Dr Pepper to be 13-14%. We expect to account for this new investment under the equity method as we have forKeurig, resulting in our recognizing our share of their earnings within our earnings and our share of their dividends within our cash flows. We willhave the right to nominate two directors to the board of Keurig Dr Pepper and will have certain governance rights over Keurig Dr Pepper followingthe transaction. 78 Table of ContentsSummary Financial Information for Equity Method Investments:Summarized financial information for JDE, Keurig, DSF and our other equity method investments is reflected below. As of December 31, 2017 2016 (in millions) Current assets $4,732 $4,458 Noncurrent assets 38,282 35,089 Total assets $43,014 $39,547 Current liabilities $5,822 $4,148 Noncurrent liabilities 15,424 16,472 Total liabilities $21,246 $20,620 Equity attributable to shareowners of investees $21,685 $18,868 Equity attributable to noncontrolling interests 83 59 Total net equity of investees $21,768 $18,927 Mondelēz International ownership interests 24-50% 24-50% Mondelēz International share of investee net equity (1) $5,905 $5,145 Keurig shareholder loan 440 440 Equity method investments $6,345 $5,585 For the Years Ended December 31, 2017 2016 2015 (in millions) Net revenues $12,781 $10,923 $4,993 Gross profit 4,891 4,219 1,551 Income from continuing operations 1,604 839 96 Net income 1,604 839 97 Net income attributable to investees $1,594 $838 $97 Mondelēz International ownership interests 24%-50% 24%-50% 40%-50% Mondelēz International share of investee net income $436 $281 $56 Keurig shareholder loan interest income 24 20 – Equity method investment net earnings (2) $460 $301 $56 (1)Includes approximately $360 million of basis differences between the U.S. GAAP accounting basis for our equity method investments and the U.S. GAAPaccounting basis of our investees’ equity. (2)Historically, we have recorded income from equity method investments within our operating income as these investments operated as extensions of our basebusiness. Beginning in the third quarter of 2015, to align with the accounting for JDE earnings, we began to record the earnings from our equity methodinvestments in after-tax equity method investment earnings outside of operating income. For the six months ended December 31, 2015, after-tax equitymethod investment net earnings were less than $1 million on a combined basis. Earnings from equity method investments recorded within segment operatingincome were $56 million for the six months ended July 2, 2015. See Note 1, Summary of Significant Accounting Policies – Principles of Consolidation, foradditional information.Other Divestitures and Acquisitions:On December 28, 2017, we completed the sale of a confectionery business in Japan. We received cash proceeds of ¥2.8 billion Japanese Yen($24 million as of December 28, 2017) and recorded an immaterial pre-tax loss on the divestiture within our AMEA segment.On October 2, 2017, we completed the sale of one of our equity method investments and received cash proceeds of $65 million. We recorded apre-tax gain of $40 million within the gain on equity method investment transactions and $15 million of tax expense. 79 Table of ContentsIn connection with the 2012 spin-off of Kraft Foods Group, Inc. (now a part of The Kraft Heinz Company (“KHC”)), Kraft Foods Group and we eachgranted the other various licenses to use certain trademarks in connection with particular product categories in specified jurisdictions. OnAugust 17, 2017, we entered into two agreements with KHC to terminate the licenses of certain KHC-owned brands used in our grocery businesswithin our Europe region and to transfer to KHC inventory and certain other assets. On August 17, 2017, the first transaction closed and wereceived cash proceeds of €9 million ($11 million as of August 17, 2017) and on October 23, 2017, the second transaction closed and we receivedcash proceeds of €2 million ($3 million as of October 23, 2017). The gain on both transactions combined was immaterial.On July 4, 2017, we completed the sale of most of our grocery business in Australia and New Zealand to Bega Cheese Limited for $456 millionAustralian dollars ($347 million as of July 4, 2017). We divested $27 million of current assets, $135 million of non-current assets and $4 million ofcurrent liabilities based on the July 4, 2017 exchange rate. We recorded a pre-tax gain of $247 million Australian dollars ($187 million as of July 4,2017) on the sale. We also recorded divestiture-related costs of $2 million and a foreign currency hedge loss of $3 million during 2017. In the fourthquarter of 2017, we recorded a $3 million inventory-related working capital adjustment, increasing the pre-tax gain to $190 million in 2017.On April 28, 2017, we completed the sale of several manufacturing facilities in France and the sale or license of several local confectionerybrands. We received cash of approximately €157 million ($169 million as of April 28, 2017), net of cash divested with the businesses. On April 28,2017, we divested $44 million of current assets, $155 million of non-current assets, $8 million of current liabilities and $22 million of non-currentliabilities based on the April 28, 2017 exchange rate. We recorded a $3 million loss on the sale and divestiture-related costs of $27 million in 2017and $84 million in 2016. These divestiture-related costs were recorded within cost of sales and selling, general and administrative expensesprimarily within our Europe segment. In prior periods, we recorded a $5 million impairment charge in May 2016 for a candy trademark to reduce theoverall net assets to the estimated net sales proceeds after transaction costs. On March 31, 2016, we recorded a $14 million impairment chargefor another gum & candy trademark as a portion of its carrying value would not be recoverable based on future cash flows expected under aplanned license agreement with the buyer.During the year ended December 31, 2016, we also completed the following sale transactions: • On December 31, 2016, we completed the sale of a chocolate factory in Belgium. In connection with this transaction, we recorded apre-tax loss of €65 million ($68 million as of December 31, 2016), within asset impairment and exit costs in our Europe segment. Theloss includes a fixed asset impairment charge of €30 million ($31 million as of December 31, 2016), a loss on disposal of €22 million($23 million as of December 31, 2016) and incremental expenses we incurred and accrued of €13 million ($14 million as ofDecember 31, 2016) related to selling the factory. • On December 1, 2016, we completed the sale of a confectionery business in Costa Rica represented by a local brand. The sales pricewas $28 million and we recorded a pre-tax gain of $9 million within gains on divestiture within our Latin America segment. We divestedapproximately $11 million of property, plant and equipment, $4 million of goodwill and $2 million of inventory. In connection with thistransaction, we incurred $2 million of transaction costs and accrued expenses. • On August 26, 2016, we recorded a $7 million gain for the sale of a U.S.-owned biscuit trademark. The gain was recorded within selling,general and administrative expenses in 2016. • On May 2, 2016, we completed the sale of certain local biscuit brands in Finland as part of our strategic decisions to exit select smalland local brands and shift investment towards our Power Brands. The sales price was €14 million ($16 million as of May 2, 2016) andwe recorded a pre-tax gain of $6 million ($5 million after tax) within selling, general and administrative expenses of our Europe segmentin the year ended December 31, 2016. We divested $8 million of indefinite-lived intangible assets and less than $1 million of otherassets. We received cash proceeds of €12 million ($14 million as of May 2, 2016) upon closing and another €2 million ($2 million as ofOctober 31, 2016) of consideration following the completion of post-closing requirements. The additional $2 million of considerationincreased the pre-tax gain to $8 million ($6 million after tax) through December 31, 2016. 80 Table of ContentsOn November 2, 2016, we purchased from Burton’s Biscuit Company certain intangibles, which included the license to manufacture, market andsell Cadbury-branded biscuits in additional key markets around the world, including in the United Kingdom, France, Ireland, North America andSaudi Arabia. The transaction was accounted for as a business combination. Total cash paid for the acquired assets was £199 million($245 million as of November 2, 2016). During the third quarter of 2017, we completed the valuation work and finalized the purchase priceallocation of $66 million to definite-lived intangible assets, $173 million to goodwill, $2 million to property, plant and equipment and $4 million toinventory, reflecting a November 2, 2016 exchange rate. The acquisition added incremental net revenues of $59 million in 2017 and $16 million in2016 and added incremental operating income of $8 million in 2017 and $1 million in 2016.During the third quarter of 2016, we completed the acquisition of a Vietnamese biscuit operation within our AMEA segment. On July 15, 2015, weacquired an 80% interest in the biscuit operation and on August 22, 2016, we acquired the remaining 20% interest. Total cash paid for the biscuitoperation, intellectual property, non-compete and consulting agreements less purchase price adjustments was 12,404 billion Vietnamese dong($569 million using applicable exchange rates on July 15, 2015, November 27, 2015 and August 22, 2016). On August 22, 2016, in connection withacquiring the remaining 20% interest in the biscuit operation, escrowed funds of $70 million were released and we retained an agreed $20 millionrelated to two outstanding acquisition-related matters. We subsequently released $5 million in 2016 and $9 million in 2017 to the sellers and expectto pay $4 million within five years as remaining indemnified obligations are resolved. On August 22, 2016, we also made a final payment of759 billion Vietnamese dong ($35 million as of August 22, 2016) for the non-compete and consulting agreements. The non-compete and consultingagreements were recorded as prepaid contracts within other current and non-current assets and will be amortized into net earnings over the term ofthe agreements. During the third quarter of 2016, we also finalized the valuation and purchase price allocation of the acquired net assets of thebusiness, which included $10 million of inventory, $49 million of property, plant and equipment, $86 million of intangible assets, $385 million ofgoodwill and $31 million of other net liabilities. In periods following the initial July 15, 2015 first closing date, the allocation of the net asset fairvalues had an immaterial impact on our operating results. The acquisition added incremental net revenues of $71 million in 2016 and $121 millionin 2015 and added incremental operating income of $5 million in 2016 and $21 million in 2015. Within selling, general and administrative expenses,we recorded integration costs of $7 million in 2016 and $9 million in 2015 and acquisition costs of $7 million in 2015.Sales of Property:On November 9, 2016, we completed the sale of a manufacturing plant in Russia and recorded total expenses of $12 million, including a relatedfixed asset impairment charge of $4 million within asset impairments and exit costs. The sale of the land, buildings and equipment generated cashproceeds of $6 million.In 2016, we also sold property within our North America segment and from our centrally held corporate assets. In the third quarter of 2016, we soldproperty in North America that generated cash proceeds of $10 million and a pre-tax gain of $6 million and we sold a corporate aircraft hangar thatgenerated cash proceeds of $3 million and a pre-tax gain of $1 million. In the second quarter of 2016, we also sold property within our NorthAmerica segment and from our centrally held corporate assets. The North America sale generated cash proceeds of $40 million and a pre-tax gainof $33 million. The corporate aircraft sale generated cash proceeds of $20 million and a pre-tax gain of $6 million. The gains were recorded withinselling, general and administrative expenses and cash proceeds were recorded in cash flows from other investing activities in the year endedDecember 31, 2016.Note 3. InventoriesInventories consisted of the following: As of December 31, 2017 2016 (in millions) Raw materials $711 $722 Finished product 1,975 1,865 2,686 2,587 Inventory reserves (129) (118) Inventories, net $2,557 $2,469 81 Table of ContentsNote 4. Property, Plant and EquipmentProperty, plant and equipment consisted of the following: As of December 31, 2017 2016 (in millions) Land and land improvements $458 $471 Buildings and building improvements 2,979 2,801 Machinery and equipment 11,195 10,302 Construction in progress 1,048 1,113 15,680 14,687 Accumulated depreciation (7,003) (6,458) Property, plant and equipment, net $8,677 $8,229 Capital expenditures as presented on the statement of cash flow were $1.0 billion, $1.2 billion and $1.5 billion for the years ending December 31,2017, 2016 and 2015 and excluded $357 million, $343 million and $322 million for accrued capital expenditures not yet paid.In connection with our restructuring program, we recorded non-cash property, plant and equipment write-downs (including accelerated depreciationand asset impairments) of $206 million in 2017, $301 million in 2016 and $264 million in 2015 (see Note 6, 2014-2018 Restructuring Program).These charges related to property, plant and equipment were recorded in the consolidated statements of earnings within asset impairment and exitcosts and in the segment results as follows: For the Years Ended December 31, 2017 2016 2015 (in millions) Latin America $36 $22 $46 AMEA 81 44 88 Europe 58 122 65 North America 30 111 65 Corporate 1 2 – Non-cash property, plant and equipment write-downs $206 $301 $264 Note 5. Goodwill and Intangible AssetsGoodwill by reportable operating segment was: As of December 31, 2017 2016 (in millions) Latin America $901 $897 AMEA 3,371 3,324 Europe 7,880 7,170 North America 8,933 8,885 Goodwill $21,085 $20,276 82 Table of ContentsIntangible assets consisted of the following: As of December 31, 2017 2016 (in millions) Non-amortizable intangible assets $17,671 $17,004 Amortizable intangible assets 2,386 2,315 20,057 19,319 Accumulated amortization (1,418) (1,218) Intangible assets, net $18,639 $18,101 Non-amortizable intangible assets consist principally of brand names purchased through our acquisitions of Nabisco Holdings Corp., the Spanishand Portuguese operations of United Biscuits, the global LU biscuit business of Groupe Danone S.A. and Cadbury Limited. Amortizable intangibleassets consist primarily of trademarks, customer-related intangibles, process technology, licenses and non-compete agreements.Amortization expense for intangible assets was $178 million in 2017, $176 million in 2016 and $181 million in 2015. For the next five years, weestimate annual amortization expense of approximately $175 million for the next three years and approximately $85 million in years four and five,reflecting December 31, 2017 exchange rates.Changes in goodwill and intangible assets consisted of: 2017 2016 Goodwill IntangibleAssets, at cost Goodwill IntangibleAssets, at cost (in millions) Balance at January 1 $20,276 $19,319 $20,664 $19,847 Changes due to: Currency 909 954 (464) (540) Divestitures (114) (100) (4) (8) Acquisitions 15 (7) 80 158 Asset impairments – (109) – (137) Other (1) – – (1) Balance at December 31 $21,085 $20,057 $20,276 $19,319 Changes to goodwill and intangibles were: • Divestitures – During 2017, in connection with the divestiture of several manufacturing facilities, primarily in France, we divested$23 million of goodwill and $62 million of amortizable and non-amortizable intangible assets. In 2017, we also completed a sale of mostof our grocery business in Australia and New Zealand and divested $86 million of related goodwill. Furthermore, we completed a sale ofa confectionery business in Japan and divested $5 million of goodwill and $24 million of definite lived intangible assets. Finally, wedivested $14 million of definite lived intangible asset as part of our sale of one of our equity method investments. During 2016, wedivested $4 million of goodwill related to the sale of a confectionery business in Costa Rica and we sold $8 million of non-amortizableintangible assets in Finland. See Note 2, Divestitures and Acquisitions, for additional information. • Acquisitions – During 2017, we recorded a $15 million adjustment to goodwill and a $7 million adjustment to indefinite lived assets inconnection with finalizing the valuation and purchase price allocation for the Burton’s Biscuit Company purchase completed in thefourth quarter of 2016. In connection with the completion of the purchase of a Vietnam biscuit operation in 2016, we finalized thepurchase price allocation of the consideration paid to the net assets acquired and recorded $25 million of amortizable intangible assetsand $61 million of non-amortizable intangible assets related to acquired trademarks and customer-related intangible assets. Apreliminary goodwill balance was recorded in 2015 and subsequently adjusted by $76 million to $385 million in 2016 to reflect finalizedintangible asset and other asset fair valuations. See Note 2, Divestitures and Acquisitions, for additional information. 83 Table of Contents • Asset impairments – We recorded $109 million of intangible asset impairments in 2017, $137 million in 2016 and $83 million in 2015.Charges related to our annual testing of non-amortizable intangible assets were $70 million in 2017, $98 million in 2016 and $71 millionin 2015. During 2017, we also recorded a $38 million intangible asset impairment charge resulting from a category decline and lowerthan expected product growth related to a gum trademark in our North America segment and a $1 million intangible asset impairmentcharge related to a transaction. In 2016, we also recorded $20 million of impairment charges within our Europe segment related to theplanned sale of a confectionery business in France (see Note 2, Divestitures and Acquisitions – Other Divestitures and Acquisitions,for additional information) and we also recorded $19 million of charges in our Europe, North America and AMEA segments resultingfrom the discontinuation of four biscuit products and one candy product. In 2015, we recorded $12 million of impairment charges withinthe loss on deconsolidation of Venezuela related to a biscuit trademark.We have historically annually tested goodwill and non-amortizable intangible assets for impairment as of October 1. This year, we voluntarilychanged the annual impairment assessment date from October 1 to July 1. We believe this measurement date, which represents a change in themethod of applying an accounting principle, is preferable because it better aligns with our strategic business planning process and financialforecasts, which are key components of the annual impairment tests. The change in the measurement date did not delay, accelerate or prevent animpairment charge. Each quarter, we have evaluated goodwill and intangible asset impairment risks and recognized any related impairments todate. As such, the change in the annual test date was applied on July 1, 2017.In 2017, 2016 and 2015, there were no goodwill impairments and each of our reporting units had sufficient fair value in excess of its carrying value.While all reporting units passed our annual impairment testing, if planned business performance expectations are not met or specific valuationfactors outside of our control, such as discount rates, change significantly, then the estimated fair values of a reporting unit or reporting unitsmight decline and lead to a goodwill impairment in the future.During our 2017 annual testing of non-amortizable intangible assets, we recorded $70 million of impairment charges in the third quarter related tofive trademarks. We also noted thirteen brands, including the five impaired trademarks, with $963 million of aggregate book value as of December31, 2017 that each had a fair value in excess of book value of 10% or less. We believe our current plans for each of these brands will allow themto continue to not be impaired, but if the product line expectations are not met or specific valuation factors outside of our control, such as discountrates, change significantly, then a brand or brands could become impaired in the future.Note 6. 2014-2018 Restructuring ProgramOn May 6, 2014, our Board of Directors approved a $3.5 billion restructuring program and up to $2.2 billion of capital expenditures. On August 31,2016, our Board of Directors approved a $600 million reallocation between restructuring program cash costs and capital expenditures so that nowthe $5.7 billion program consists of approximately $4.1 billion of restructuring program costs ($3.1 billion cash costs and $1 billion non-cash costs)and up to $1.6 billion of capital expenditures. The primary objective of the 2014-2018 Restructuring Program is to reduce our operating coststructure in both our supply chain and overhead costs. The program is intended primarily to cover severance as well as asset disposals and othermanufacturing-related one-time costs. Since inception, we have incurred total restructuring and related implementation charges of $3.3 billionrelated to the 2014-2018 Restructuring Program. We expect to incur the full $4.1 billion of program charges by year-end 2018. 84 Table of ContentsRestructuring Costs:We recorded restructuring charges of $535 million in 2017, $714 million in 2016 and $711 million in 2015 within asset impairment and exit costs.The 2014-2018 Restructuring Program liability activity for the years ended December 31, 2017 and 2016 was: Severance and related Asset costs Write-downs Total (in millions) Liability balance, January 1, 2016 $395 $– $395 Charges 402 312 714 Cash spent (315) – (315) Non-cash settlements/adjustments (9) (312) (321) Currency (9) – (9) Liability balance, December 31, 2016 $464 $– $464 Charges 323 212 535 Cash spent (347) – (347) Non-cash settlements/adjustments (3) (212) (215) Currency 27 – 27 Liability balance, December 31, 2017 $464 $– $464 We spent $347 million in 2017 and $315 million in 2016 in cash severance and related costs. We also recognized non-cash pension settlementlosses (See Note 9, Benefit Plans), non-cash asset write-downs (including accelerated depreciation and asset impairments) and other non-cashadjustments totaling $215 million in 2017 and $321 million in 2016. At December 31, 2017, $412 million of our net restructuring liability wasrecorded within other current liabilities and $52 million was recorded within other long-term liabilities.Implementation Costs:Implementation costs are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit ordisposal activities. We believe the disclosure of implementation costs provides readers of our financial statements with more information on thetotal costs of our 2014-2018 Restructuring Program. Implementation costs primarily relate to reorganizing our operations and facilities inconnection with our supply chain reinvention program and other identified productivity and cost saving initiatives. The costs include incrementalexpenses related to the closure of facilities, costs to terminate certain contracts and the simplification of our information systems. Within ourcontinuing results of operations, we recorded implementation costs of $257 million in 2017, $372 million in 2016 and $291 million in 2015. Werecorded these costs within cost of sales and general corporate expense within selling, general and administrative expenses. 85 Table of ContentsRestructuring and Implementation Costs in Operating Income:During 2017, 2016 and 2015, and since inception of the 2014-2018 Restructuring Program, we recorded restructuring and implementation costswithin operating income by segment (as revised to reflect our current segment structure) as follows: Latin North America AMEA Europe America (1) Corporate (2) Total (in millions) For the Year EndedDecember 31, 2017 Restructuring Costs $93 $141 $195 $94 $12 $535 Implementation Costs 43 43 68 58 45 257 Total $136 $184 $263 $152 $57 $792 For the Year Ended December 31,2016 Restructuring Costs $111 $96 $310 $183 $14 $714 Implementation Costs 54 48 88 121 61 372 Total $165 $144 $398 $304 $75 $1,086 For the Year Ended December 31,2015 Restructuring Costs $145 $181 $243 $114 $28 $711 Implementation Costs 39 26 78 69 79 291 Total $184 $207 $321 $183 $107 $1,002 Total Project 2014-2017 (3) Restructuring Costs $430 $448 $844 $448 $64 $2,234 Implementation Costs 152 129 272 253 221 1,027 Total $582 $577 $1,116 $701 $285 $3,261 (1)During 2017 and 2016, our North America region implementation costs included incremental costs that we incurred related to renegotiating collective bargainingagreements that expired at the end of February 2016 for eight U.S. facilities and related to executing business continuity plans for the North America business. (2)Includes adjustment for rounding. (3)Includes all charges recorded since program inception on May 6, 2014 through December 31, 2017.Note 7. Debt and Borrowing ArrangementsShort-Term Borrowings:Our short-term borrowings and related weighted-average interest rates consisted of: As of December 31, 2017 2016 Amount Weighted- Amount Weighted- Outstanding Average Rate Outstanding Average Rate (in millions) (in millions) Commercial paper $3,410 1.7% $2,371 1.0% Bank loans 107 11.5% 160 10.6% Total short-term borrowings $3,517 $2,531 As of December 31, 2017, commercial paper issued and outstanding had between 2 and 75 days remaining to maturity. Commercial paperborrowings increased since the 2016 year-end primarily as a result of issuances to finance the payment of long-term debt maturities, dividendpayments and share repurchases during the year.Bank loans include borrowings on primarily uncommitted credit lines maintained by some of our international subsidiaries to meet short-termworking capital needs. Collectively, these credit lines amounted to $2.0 billion at December 31, 2017 and $1.8 billion at December 31, 2016.Borrowings on these lines were $107 million at December 31, 2017 and $160 million at December 31, 2016. 86 Table of ContentsBorrowing Arrangements:On March 1, 2017, to supplement our commercial paper program, we entered into a $1.5 billion revolving credit agreement for a 364-day seniorunsecured credit facility that is scheduled to expire on February 28, 2018. The agreement includes the same terms and conditions as our existing$4.5 billion multi-year credit facility discussed below. As of December 31, 2017, no amounts were drawn on the facility.We also maintain a $4.5 billion multi-year senior unsecured revolving credit facility for general corporate purposes, including working capital needs,and to support our commercial paper program. On October 14, 2016, the revolving credit agreement, which was scheduled to expire on October 11,2018, was extended through October 11, 2021. The revolving credit agreement includes a covenant that we maintain a minimum shareholders’equity of at least $24.6 billion, excluding accumulated other comprehensive earnings/(losses) and the cumulative effects of any changes inaccounting principles. At December 31, 2017, we complied with this covenant as our shareholders’ equity, as defined by the covenant, was$36.1 billion. The revolving credit facility agreement also contains customary representations, covenants and events of default. There are no creditrating triggers, provisions or other financial covenants that could require us to post collateral as security. As of December 31, 2017, no amountswere drawn on the facility.Long-Term Debt:Our long-term debt consisted of (interest rates are as of December 31, 2017): As of December 31, 2017 2016 (in millions) U.S. dollar notes, 1.385% to 7.000% (weighted-average effective rate 3.414%), due through 2040 $8,327 $8,812 Euro notes, 1.000% to 2.375% (weighted-average effective rate 1.930%),due through 2035 3,653 3,980 Pound sterling notes, 3.875% to 7.250% (weighted-average effective rate 4.441%),due through 2045 456 418 Swiss franc notes, 0.050% to 1.125% (weighted-average effective rate 0.627%),due through 2025 1,694 1,449 Capital leases and other obligations 5 9 Total 14,135 14,668 Less current portion of long-term debt (1,163) (1,451) Long-term debt $12,972 $13,217 Deferred debt issuance costs of $33 million as of December 31, 2017 and $40 million as of December 31, 2016 are netted against the related debtin the table above. Deferred financing costs related to our revolving credit facility are classified in long-term other assets and were immaterial forall periods presented.As of December 31, 2017, aggregate maturities of our debt and capital leases based on stated contractual maturities, excluding unamortizednon-cash bond premiums, discounts, bank fees and mark-to-market adjustments of $(64) million, were (in millions): 2018 2019 2020 2021 2022 Thereafter Total$1,163 $2,651 $896 $3,373 $754 $5,362 $14,199On April 12, 2017, we discharged $488 million of our 6.500% U.S. dollar-denominated debt. We paid $504 million, representing principal as well aspast and future interest accruals from February 2017 through the August 2017 maturity date. We recorded an $11 million loss on debtextinguishment within interest expense and a $5 million reduction in accrued interest.On March 30, 2017, fr.175 million (approximately $175 million) of our 0.000% Swiss franc-denominated notes matured. The notes and accruedinterest to date were paid with net proceeds from the fr.350 million Swiss franc-denominated notes issued on March 13, 2017. 87 Table of ContentsOn March 13, 2017, we launched an offering of fr.350 million of Swiss franc-denominated notes, or $349 million in U.S. dollars as of March 31,2017, consisting of: • fr.225 million (or $224 million) of 0.050% fixed rate notes that mature on March 30, 2020 • fr.125 million (or $125 million) of 0.617% fixed rate notes that mature on September 30, 2024On March 30, 2017, we received net proceeds of fr.349 million (or $349 million) that were used for general corporate purposes.On January 26, 2017, €750 million (approximately $801 million) of our 1.125% euro-denominated notes matured. The notes and accrued interest todate were paid with the issuance of commercial paper and cash on hand.On December 16, 2016, we redeemed $850 million of 2.250% fixed rate notes, maturing on February 1, 2019, that were issued on January 16,2014. The notes were redeemed at a redemption cost equal to $866 million, plus accrued and unpaid interest of $7 million. In connection with thisredemption, during the three months ended December 31, 2016, we recorded a $19 million loss on debt extinguishment within interest and otherexpense, net.On October 31, 2016, we completed a cash tender offer and retired $3.18 billion of U.S. dollar, euro and British pound sterling-denominated notes.We financed the repurchase of the notes, including the payment of accrued interest and other costs incurred, from net proceeds received onOctober 28, 2016 from the $3.75 billion note issuance and the term loans described below. In connection with retiring this debt, during the threemonths ended December 31, 2016, we recorded a $409 million loss on debt extinguishment within interest expense related to the amount we paidto retire the debt in excess of its carrying value and from recognizing unamortized premiums and deferred financing costs in earnings at the time ofthe debt extinguishment. Cash costs related to tendering the debt are included in long-term debt repayments in the consolidated statement of cashflows for the year ended December 31, 2016. We also recognized $1 million in interest income related to the partial settlement of fair value hedgesdue to the tender.On October 19, 2016, Mondelez International Holdings Netherlands B.V. (“MIHN”), a wholly owned subsidiary of Mondelēz International, Inc.,launched an offering of $3.75 billion of notes, guaranteed by Mondelēz International, Inc. The $1.75 billion of 1.625% notes and the $500 million offloating rate notes will mature on October 28, 2019 and the $1.5 billion of 2.0% notes will mature on October 28, 2021. On October 28, 2016, wereceived proceeds, net of discounts and associated financing costs, of $3.73 billion. Proceeds from the notes issuance were used for generalcorporate purposes, including to grant loans or make distributions to Mondelēz International, Inc. or its subsidiaries to fund the October 2016 cashtender offer and near-term debt maturities. We recorded approximately $20 million of deferred financing costs and discounts, which will beamortized into interest expense over the life of the notes. We entered into cross-currency swaps, serving as cash flow hedges, so that the U.S.dollar-denominated debt payments will effectively be paid in euros over the life of the debt.On October 14, 2016, MIHN executed a $1.5 billion bank term loan facility. The loan facility consists of two $750 million loans, one with a three-year maturity and the other with a five-year maturity. The term loans can be drawn at any time for 60 days after signing. On October 25, 2016, wegave notice of our intent to fully draw on the loan with a five-year maturity, and funding occurred on October 28, 2016. Proceeds from the$750 million term loan may be used for general corporate purposes, including funding of the tender offer or other debt. On October 25, 2016, wealso gave notice of our intent to terminate the $750 million loan with the three-year maturity.On February 9, 2016, $1,750 million of our 4.125% U.S. dollar notes matured. The notes and accrued interest to date were paid with net proceedsfrom the fr.400 million Swiss franc-denominated notes issued on January 26, 2016 and the €700 million euro-denominated notes issued onJanuary 21, 2016, as well as cash on hand and the issuance of commercial paper. As we refinanced $1,150 million of the matured notes with netproceeds from the long-term debt issued in January 2016, we reflected this amount within long-term debt as of December 31, 2015.On January 26, 2016, we issued fr.400 million of Swiss franc-denominated notes, or $399 million in U.S. dollars locked in with a forward currencycontract on January 12, 2016, consisting of: • fr.250 million (or $249 million) of 0.080% fixed rate notes that mature on January 26, 2018 • fr.150 million (or $150 million) of 0.650% fixed rate notes that mature on July 26, 2022 88 Table of ContentsWe received proceeds, net of premiums and deferred financing costs, of $398 million that were used to partially fund the February 2016 notematurity and for other general corporate purposes. We recorded approximately $1 million of premiums and deferred financing costs, which will beamortized into interest expense over the life of the notes.On January 21, 2016, we issued €700 million of euro-denominated 1.625% notes, or $760 million in U.S. dollars locked in with a forward currencycontract on January 13, 2016. The euro-denominated notes will mature on January 20, 2023. We received proceeds, net of discounts and deferredfinancing costs, of $752 million that were used to partially fund the February 2016 note maturity and for other general corporate purposes. Werecorded approximately $8 million of discounts and deferred financing costs, which will be amortized into interest expense over the life of thenotes.Our weighted-average interest rate on our total debt was 2.1% as of December 31, 2017, 2.2% as of December 31, 2016 and 3.7% as ofDecember 31, 2015.Fair Value of Our Debt:The fair value of our short-term borrowings at December 31, 2017 and December 31, 2016 reflects current market interest rates and approximatesthe amounts we have recorded on our consolidated balance sheets. The fair value of our long-term debt was determined using quoted prices inactive markets (Level 1 valuation data) for the publicly traded debt obligations. At December 31, 2017, the aggregate fair value of our total debtwas $18,354 million and its carrying value was $17,652 million. At December 31, 2016, the aggregate fair value of our total debt was$17,882 million and its carrying value was $17,199 million.Interest and Other Expense, net:Interest and other expense, net within our results of continuing operations consisted of: For the Years Ended December 31, 2017 2016 2015 (in millions) Interest expense, debt $396 $515 $609 Loss on debt extinguishment and related expenses 11 427 753 JDE coffee business transactions currency-related net gains – – (436) Loss related to interest rate swaps – 97 34 Other (income)/expense, net (25) 76 53 Interest and other expense, net $382 $1,115 $1,013 See Note 2, Divestitures and Acquisitions, and Note 8, Financial Instruments, for information on the currency exchange forward contractsassociated with the JDE coffee business transactions. See Note 8, Financial Instruments, for information on the loss related to U.S. dollar interestrate swaps no longer designated as accounting cash flow hedges during 2016 and 2015. Also see Note 12, Commitments and Contingencies, forinformation on the $59 million of other income recorded in 2017 in connection with the resolution of a Brazilian indirect tax matter and the reversalof related accrued interest. 89 Table of ContentsNote 8. Financial InstrumentsFair Value of Derivative Instruments:Derivative instruments were recorded at fair value in the consolidated balance sheets as follows: As of December 31, 2017 2016 Asset Liability Asset Liability Derivatives Derivatives Derivatives Derivatives (in millions) Derivatives designated asaccounting hedges: Currency exchange contracts $– $– $19 $8 Commodity contracts – – 17 22 Interest rate contracts 15 509 108 19 $15 $509 $144 $49 Derivatives not designated asaccounting hedges: Currency exchange contracts $65 $76 $29 $43 Commodity contracts 84 229 112 167 Interest rate contracts 15 11 27 19 $164 $316 $168 $229 Total fair value $179 $825 $312 $278 Derivatives designated as accounting hedges include cash flow and fair value hedges and derivatives not designated as accounting hedgesinclude economic hedges. Non-U.S. dollar denominated debt, designated as a hedge of our net investments in non-U.S. operations, is not reflectedin the table above, but is included in long-term debt summarized in Note 7, Debt and Borrowing Arrangements. We record derivative assets andliabilities on a gross basis on our consolidated balance sheets. The fair value of our asset derivatives is recorded within other current assets andthe fair value of our liability derivatives is recorded within other current liabilities.The fair values (asset/(liability)) of our derivative instruments were determined using: As of December 31, 2017 Quoted Prices in Active Markets Significant Significant Total for Identical Other Observable Unobservable Fair Value of Net Assets Inputs Inputs Asset/(Liability) (Level 1) (Level 2) (Level 3) (in millions) Currency exchange contracts $(11) $– $(11) $– Commodity contracts (145) (138) (7) – Interest rate contracts (490) – (490) – Total derivatives $(646) $(138) $(508) $– As of December 31, 2016 Quoted Prices in Active Markets Significant Significant Total for Identical Other Observable Unobservable Fair Value of Net Assets Inputs Inputs Asset/(Liability) (Level 1) (Level 2) (Level 3) (in millions) Currency exchange contracts $(3) $– $(3) $– Commodity contracts (60) (86) 26 – Interest rate contracts 97 – 97 – Total derivatives $34 $(86) $120 $– 90 Table of ContentsLevel 1 financial assets and liabilities consist of exchange-traded commodity futures and listed options. The fair value of these instruments isdetermined based on quoted market prices on commodity exchanges. Our exchange-traded derivatives are generally subject to master nettingarrangements that permit net settlement of transactions with the same counterparty when certain criteria are met, such as in the event of default.We also are required to maintain cash margin accounts in connection with funding the settlement of our open positions, and the marginrequirements generally fluctuate daily based on market conditions. We have recorded margin deposits related to our exchange-traded derivativesof $171 million as of December 31, 2017 and $133 million as of December 31, 2016 within other current assets. Based on our net asset or liabilitypositions with individual counterparties, in the event of default and immediate net settlement of all of our open positions, for derivatives we have ina net asset position, our counterparties would owe us a total of $34 million as of December 31, 2017 and $48 million as of December 31, 2016. Asof December 31, 2017, we have no Level 1 derivatives in a net liability position, and as of December 31, 2016 we would have owed $2 million forderivatives in a net liability position.Level 2 financial assets and liabilities consist primarily of over-the-counter (“OTC”) currency exchange forwards, options and swaps; commodityforwards and options; and interest rate swaps. Our currency exchange contracts are valued using an income approach based on observablemarket forward rates less the contract rate multiplied by the notional amount. Commodity derivatives are valued using an income approach basedon the observable market commodity index prices less the contract rate multiplied by the notional amount or based on pricing models that rely onmarket observable inputs such as commodity prices. Our calculation of the fair value of interest rate swaps is derived from a discounted cash flowanalysis based on the terms of the contract and the observable market interest rate curve. Our calculation of the fair value of financial instrumentstakes into consideration the risk of nonperformance, including counterparty credit risk. Our OTC derivative transactions are governed byInternational Swap Dealers Association agreements and other standard industry contracts. Under these agreements, we do not post nor requirecollateral from our counterparties. The majority of our commodity and currency exchange OTC derivatives do not have a legal right of set-off. Inconnection with our OTC derivatives that could be net-settled in the event of default, assuming all parties were to fail to comply with the terms ofthe agreements, for Level 2 derivatives we have in a net liability position, we would owe $523 million as of December 31, 2017 and $40 million asof December 31, 2016, and for Level 2 derivatives we have in a net asset position, our counterparties would owe us a total of $26 million as ofDecember 31, 2017 and $162 million as of December 31, 2016. We manage the credit risk in connection with these and all our derivatives byentering into transactions with counterparties with investment grade credit ratings, limiting the amount of exposure with each counterparty andmonitoring the financial condition of our counterparties.Derivative Volume:The net notional values of our derivative instruments were: Notional Amount As of December 31, 2017 2016 (in millions) Currency exchange contracts: Intercompany loans and forecasted interest payments $ 7,089 $ 3,343 Forecasted transactions 2,213 1,452 Commodity contracts 1,204 837 Interest rate contracts 6,532 6,365 Net investment hedge – euro notes 3,679 4,012 Net investment hedge – pound sterling notes 459 419 Net investment hedge – Swiss franc notes 1,694 1,447 91 Table of ContentsCash Flow Hedges:Cash flow hedge activity, net of taxes, within accumulated other comprehensive earnings/(losses) included: For the Years Ended December 31, 2017 2016 2015 (in millions) Accumulated (loss)/gain at beginning of period $(121) $(45) $(2) Transfer of realized (gains)/losses in fair value to earnings 27 53 – Unrealized gain/(loss) in fair value (19) (129) (43) Accumulated (loss)/gain at end of period $(113) $(121) $(45) After-tax gains/(losses) reclassified from accumulated other comprehensive earnings/(losses) into net earnings were: For the Years Ended December 31, 2017 2016 2015 (in millions) Currency exchange contracts – forecasted transactions $(3) $(1) $83 Commodity contracts (24) (4) (52) Interest rate contracts – (48) (31) Total $(27) $(53) $– After-tax gains/(losses) recognized in other comprehensive earnings/(losses) were: For the Years Ended December 31, 2017 2016 2015 (in millions) Currency exchange contracts – forecasted transactions $(38) $8 $40 Commodity contracts 7 (34) (35) Interest rate contracts 12 (103) (48) Total $(19) $(129) $(43) Cash flow hedge ineffectiveness was not material for all periods presented.Within interest and other expense, net, we recorded pre-tax losses of $97 million in the first quarter of 2016 and $34 million in the first quarter of2015 related to amounts excluded from effectiveness testing. These amounts relate to interest rate swaps no longer designated as cash flowhedges due to changes in financing plans. Due to lower overall costs and our decision to hedge a greater portion of our net investments inoperations that use currencies other than the U.S. dollar as their functional currencies, we changed our plans to issue U.S. dollar-denominateddebt and instead issued euro and Swiss franc-denominated notes in 2016 and euro, British pound sterling and Swiss franc-denominated notes in2015. Amounts excluded from effectiveness testing were not material for all other periods presented.We record pre-tax (i) gains or losses reclassified from accumulated other comprehensive earnings/(losses) into earnings, (ii) gains or losses onineffectiveness and (iii) gains or losses on amounts excluded from effectiveness testing in: • cost of sales for commodity contracts; • cost of sales for currency exchange contracts related to forecasted transactions; and • interest and other expense, net for interest rate contracts and currency exchange contracts related to intercompany loans.Based on current market conditions, we would expect to transfer unrealized losses of $1 million (net of taxes) for interest rate cash flow hedges toearnings during the next 12 months.Cash Flow Hedge Coverage:As of December 31, 2017, our longest dated cash flow hedges are interest rate swaps that hedge forecasted interest rate payments over the next5 years and 10 months. 92 Table of ContentsFair Value Hedges:Pre-tax gains/(losses) due to changes in fair value of our interest rate swaps and related hedged long-term debt were recorded in interest and otherexpense, net: For the Years Ended December 31, 2017 2016 2015 (in millions) Derivatives $(4) $(6) $(1) Borrowings 4 6 1 Fair value hedge ineffectiveness and amounts excluded from effectiveness testing were not material for all periods presented.Economic Hedges:Pre-tax gains/(losses) recorded in net earnings for economic hedges were: For the Years Ended December 31, Recognized 2017 2016 2015 in Earnings (in millions) Currency exchange contracts: Intercompany loans andforecasted interest payments $13 $21 $29 Interest and otherexpense, net Forecasted transactions (37) (76) 29 Cost of sales Forecasted transactions (2) 11 435 Interest and otherexpense, net Forecasted transactions 3 7 (12) Selling, generaland administrativeexpenses Commodity contracts (218) (101) (38) Cost of sales Total $(241) $(138) $443 In connection with the coffee business transactions, we entered into a number of consecutive euro to U.S. dollar currency exchange forwardcontracts in 2015 to lock in an equivalent expected value in U.S. dollars. The mark-to-market gains and losses on the derivatives were recorded inearnings. We recorded net gains of $436 million for the year ended December 31, 2015 within interest and other expense, net in connection withthe forward contracts and the transferring of proceeds to our subsidiaries where coffee net assets and shares were deconsolidated. The currencyhedge and related gains and losses were recorded within interest and other expense, net. See Note 2, Divestitures and Acquisitions — JDE CoffeeBusiness Transactions, for additional information.Hedges of Net Investments in International Operations:After-tax gains/(losses) related to hedges of net investments in international operations in the form of euro, pound sterling and Swiss franc-denominated debt were: Location of For the Years Ended December 31, Gain/(Loss) 2017 2016 2015 Recognized in AOCI (in millions) Euro notes $(323) $73 $268 CurrencyPound sterling notes (26) 148 42 TranslationSwiss franc notes (49) 12 9 AdjustmentThrough February 8, 2018, we entered into cross-currency interest rate swaps and forwards with an aggregate notional value of $3.2 billion tohedge our non-U.S. net investments against adverse movements in exchange rates. We designated these swaps and forwards as net investmenthedges related to our operations in our Europe and AMEA regions. 93 Table of ContentsNote 9. Benefit PlansPension PlansObligations and Funded Status:The projected benefit obligations, plan assets and funded status of our pension plans were: U.S. Plans Non-U.S. Plans 2017 2016 2017 2016 (in millions) Projected benefit obligation at January 1 $1,614 $1,566 $9,814 $9,547 Service cost 46 57 156 147 Interest cost 62 61 199 229 Benefits paid (32) (32) (471) (425) Settlements paid (111) (91) – – Actuarial losses 179 52 180 1,284 Divestiture – – (14) (5) Currency – – 976 (979) Other 4 1 12 16 Projected benefit obligation at December 31 1,762 1,614 10,852 9,814 Fair value of plan assets at January 1 1,620 1,247 7,926 7,721 Actual return on plan assets 217 118 592 1,079 Contributions 23 378 482 419 Benefits paid (32) (32) (471) (425) Settlements paid (111) (91) – – Divestiture – – – (4) Currency – – 798 (863) Other – – – (1) Fair value of plan assets at December 31 1,717 1,620 9,327 7,926 Net pension (liabilities)/assets at December 31 $(45) $6 $(1,525) $(1,888) The accumulated benefit obligation, which represents benefits earned to the measurement date, was $1,715 million at December 31, 2017 and$1,540 million at December 31, 2016 for the U.S. pension plans. The accumulated benefit obligation for the non-U.S. pension plans was$10,610 million at December 31, 2017 and $9,531 million at December 31, 2016.Salaried and non-union hourly employees hired after January 1, 2009 in the U.S. and after January 1, 2011 in Canada (or earlier for certain legacyCadbury employees) are no longer eligible to participate in the defined benefit pension plans. These employees are given an enhanced Companycontribution to our employee defined contribution plans. For those salaried and non-union hourly employees who are currently participating in thedefined benefit pension plans in the U.S. and Canada, benefit accruals will cease December 31, 2019.The combined U.S. and non-U.S. pension plans resulted in a net pension liability of $1,570 million at December 31, 2017 and $1,882 million atDecember 31, 2016. We recognized these amounts in our consolidated balance sheets as follows: As of December 31, 2017 2016 (in millions) Prepaid pension assets $158 $159 Other current liabilities (59) (27) Accrued pension costs (1,669) (2,014) $(1,570) $(1,882) 94 Table of ContentsCertain of our U.S. and non-U.S. plans are underfunded with an accumulated benefit obligations in excess of plan assets. For these plans, theprojected benefit obligations, accumulated benefit obligations and the fair value of plan assets were: U.S. Plans Non-U.S. Plans As of December 31, As of December 31, 2017 2016 2017 2016 (in millions) Projected benefit obligation $94 $96 $9,345 $8,386 Accumulated benefit obligation 90 88 9,138 8,168 Fair value of plan assets 2 2 7,709 6,451 We used the following weighted-average assumptions to determine our benefit obligations under the pension plans: U.S. Plans Non-U.S. Plans As of December 31, As of December 31, 2017 2016 2017 2016 (in millions) Discount rate 3.68% 4.19% 2.20% 2.31% Expected rate of return on plan assets 5.50% 6.25% 4.90% 5.14% Rate of compensation increase 4.00% 4.00% 3.31% 3.29% Year-end discount rates for our U.S., Canadian, Eurozone and U.K. plans were developed from a model portfolio of high quality, fixed-income debtinstruments with durations that match the expected future cash flows of the benefit obligations. Year-end discount rates for our remaining non-U.S.plans were developed from local bond indices that match local benefit obligations as closely as possible. Changes in our discount rates wereprimarily the result of changes in bond yields year-over-year. We determine our expected rate of return on plan assets from the plan assets’historical long-term investment performance, current asset allocation and estimates of future long-term returns by asset class.At the end of 2015, we changed the approach used to measure service and interest costs for pension benefits. For 2015, we measured serviceand interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. For 2016, wemeasured service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows. We believe the newapproach provided a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to thecorresponding spot rates on the yield curve. The impact of this change was a decrease in net periodic pension cost of approximately $64 millionfor the year ended December 31, 2016. This change did not affect the measurement of our plan obligations. We accounted for this change as achange in accounting estimate and, accordingly, accounted for it on a prospective basis.Components of Net Periodic Pension Cost:Net periodic pension cost consisted of the following: U.S. Plans Non-U.S. Plans For the Years Ended December 31, For the Years Ended December 31, 2017 2016 2015 2017 2016 2015 (in millions) Service cost $46 $57 $64 $156 $147 $188 Interest cost 62 61 67 199 229 307 Expected return on plan assets (101) (97) (93) (434) (418) (478) Amortization: Net loss from experience differences 37 42 43 167 120 141 Prior service cost/(benefit) (1) 2 2 2 (3) (3) 15 Settlement losses and other expenses (2) 35 30 19 6 6 2 Net periodic pension cost $81 $95 $102 $91 $81 $175 (1)For the year ended December 31, 2015, amortization of prior service cost includes $17 million of pension curtailment losses related to employees who transitioned toJDE upon the contribution of our global coffee business. Refer to Note 2, Divestitures and Acquisitions – JDE Coffee Business Transactions, for more information. 95 Table of Contents (2)Settlement losses include $11 million for the year ended December 31, 2017, $15 million for the year ended December 31, 2016 and $9 million for the year endedDecember 31, 2015 of pension settlement losses for employees who elected lump-sum payments in connection with our 2014-2018 Restructuring Program. Retiredemployees who elected lump-sum payments resulted in net settlement losses of $21 million for our U.S. plans and $6 million for our non-U.S. plans in 2017,$15 million for our U.S. plans and $6 million for our non-U.S. plans in 2016 and $10 million for our U.S. plans and $2 million for our non-U.S. plans in 2015. See Note 6,2014-2018 Restructuring Program, for more information.For the U.S. plans, we determine the expected return on plan assets component of net periodic benefit cost using a calculated market return valuethat recognizes the cost over a four year period. For our non-U.S. plans, we utilize a similar approach with varying cost recognition periods forsome plans, and with others, we determine the expected return on plan assets based on asset fair values as of the measurement date.As of December 31, 2017, for the combined U.S. and non-U.S. pension plans, we expected to amortize from accumulated other comprehensiveearnings/(losses) into net periodic pension cost during 2018: • an estimated $209 million of net loss from experience differences; and • less than $1 million of estimated prior service credit.We used the following weighted-average assumptions to determine our net periodic pension cost: U.S. Plans Non-U.S. Plans For the Years Ended December 31, For the Years Ended December 31, 2017 2016 2015 2017 2016 2015 Discount rate 4.19% 4.50% 4.20% 2.31% 3.11% 2.99% Expected rate of returnon plan assets 6.25% 6.75% 7.25% 5.14% 5.87% 5.96% Rate of compensation increase 4.00% 4.00% 4.00% 3.29% 3.18% 3.26% Plan Assets:The fair value of pension plan assets was determined using the following fair value measurements: As of December 31, 2017 Quoted Prices Significant in Active Markets Other Significant for Identical Observable Unobservable Total Fair Assets Inputs Inputs Asset Category Value (Level 1) (Level 2) (Level 3) (in millions) U.S. equity securities $2 $2 $– $– Non-U.S. equity securities 5 5 – – Pooled funds - equity securities 2,340 848 1,492 – Total equity securities 2,347 855 1,492 – Government bonds 3,237 34 3,203 – Pooled funds - fixed-income securities 602 449 153 – Corporate bonds and otherfixed-income securities 2,102 133 1,179 790 Total fixed-income securities 5,941 616 4,535 790 Real estate 156 120 13 23 Private equity 2 – – 2 Cash 86 66 20 – Other 2 1 – 1 Total assets in the fair value hierarchy $8,534 $1,658 $6,060 $816 Investments measured at net asset value 2,439 Total investments at fair value $10,973 96 Table of Contents As of December 31, 2016 Quoted Prices Significant in Active Markets Other Significant for Identical Observable Unobservable Total Fair Assets Inputs Inputs Asset Category Value (Level 1) (Level 2) (Level 3) (in millions) U.S. equity securities $1 $1 $– $– Non-U.S. equity securities 427 427 – – Pooled funds - equity securities 1,524 286 1,235 3 Total equity securities 1,952 714 1,235 3 Government bonds 3,009 37 2,972 – Pooled funds - fixed-income securities 756 103 618 35 Corporate bonds and otherfixed-income securities 852 357 (43) 538 Total fixed-income securities 4,617 497 3,547 573 Real estate 170 98 50 22 Private equity 2 – – 2 Cash 73 72 1 – Other 3 1 – 2 Total assets in the fair value hierarchy $6,817 $1,382 $4,833 $602 Investments measured at net asset value 2,667 Total investments at fair value $9,484 We excluded plan assets of $71 million at December 31, 2017 and $62 million at December 31, 2016 from the above tables related to certaininsurance contracts as they are reported at contract value, in accordance with authoritative guidance.Fair value measurements: • Level 1 – includes primarily U.S and non-U.S. equity securities and government bonds valued using quoted prices in active markets. • Level 2 – includes primarily pooled funds, including assets in real estate pooled funds, valued using net asset values of participation unitsheld in common collective trusts, as reported by the managers of the trusts and as supported by the unit prices of actual purchase and saletransactions. Level 2 plan assets also include corporate bonds and other fixed-income securities, valued using independent observablemarket inputs, such as matrix pricing, yield curves and indices. • Level 3 – includes investments valued using unobservable inputs that reflect the plans’ assumptions that market participants would use inpricing the assets, based on the best information available. • Fair value estimates for pooled funds are calculated by the investment advisor when reliable quotations or pricing services are notreadily available for certain underlying securities. The estimated value is based on either cost or last sale price for most of thesecurities valued in this fashion. • Fair value estimates for private equity investments are calculated by the general partners using the market approach to estimate thefair value of private investments. The market approach utilizes prices and other relevant information generated by market transactions,type of security, degree of liquidity, restrictions on the disposition, latest round of financing data, company financial statements,relevant valuation multiples and discounted cash flow analyses. • Fair value estimates for private debt placements are calculated using standardized valuation methods, including but not limited toincome-based techniques such as discounted cash flow projections or market-based techniques utilizing public and private transactionmultiples as comparables. • Fair value estimates for real estate investments are calculated by the investment managers using the present value of future cashflows expected to be received from the investments, based on valuation methodologies such as appraisals, local market conditions,and current and projected operating performance. • Fair value estimates for certain fixed-income securities such as insurance contracts are calculated based on the future stream ofbenefit payments discounted using prevailing interest rates based on the valuation date. • Net asset value – primarily includes equity funds, fixed income funds, real estate funds, hedge funds and private equity investments forwhich net asset values are normally used. 97 Table of ContentsChanges in our Level 3 plan assets, which are recorded in other comprehensive earnings/(losses), included: Asset Category January 1,2017Balance Net Realizedand UnrealizedGains/(Losses) Net Purchases,Issuances andSettlements Net TransfersInto/(Out of)Level 3 CurrencyImpact December 31,2017Balance (in millions) Non-U.S. equity $3 $– $– $(3) $– $– Pooled funds-fixed-income securities 35 – (16) (21) 2 – Corporate bond and otherfixed-income securities 538 10 182 – 60 790 Real estate 22 1 – – – 23 Private equity and other 4 – – (1) – 3 Total Level 3 investments $602 $11 $166 $(25) $62 $816 Asset Category January 1,2016Balance Net Realizedand UnrealizedGains/(Losses) Net Purchases,Issuances andSettlements Net TransfersInto/(Out of)Level 3 CurrencyImpact December 31,2016Balance (in millions) Non-U.S. equity $– $– $– $3 $– $3 Pooled funds-fixed-income securities 26 6 15 (7) (5) 35 Corporate bond and otherfixed-income securities 665 21 (41) – (107) 538 Real estate 230 – (184) (3) (21) 22 Private equity and other 3 – – 1 – 4 Total Level 3 investments $924 $27 $(210) $(6) $(133) $602 The increases in Level 3 pension plan investments during 2017 were primarily due to net purchases in corporate bonds and other fixed incomesecurities, which includes private debt placements, and the effects of currency. The decreases in Level 3 pension plan investments during 2016were primarily due to net settlements in real estate funds and the effects of currency.The percentage of fair value of pension plan assets was: U.S. Plans Non-U.S. Plans As of December 31, As of December 31, Asset Category 2017 2016 2017 2016 Equity securities 15% 33% 28% 29% Fixed-income securities 85% 63% 60% 57% Real estate – 4% 6% 5% Hedge funds – – 4% 6% Private equity – – 1% 2% Cash – – 1% 1% Total 100% 100% 100% 100% For our U.S. plans, our investment strategy is to reduce the risk of underfunded plans in part through appropriate asset allocation within our planassets. We attempt to maintain our target asset allocation by rebalancing between asset classes as we make contributions and monthly benefitpayments. The strategy involves using indexed U.S. equity and international equity securities and actively managed U.S. investment grade fixed-income securities (which constitute 95% or more of fixed-income securities) with smaller allocations to high yield fixed-income securities. 98 Table of ContentsFor our non-U.S. plans, the investment strategy is subject to local regulations and the asset/liability profiles of the plans in each individual country.In aggregate, the asset allocation targets of our non-U.S. plans are broadly characterized as a mix of approximately 32% equity securities(including investments in real estate), approximately 66% fixed-income securities and approximately 2% for other types of securities. Ourinvestment strategy for our largest non-U.S. plan, which comprises 63% of our non-U.S. pension assets, is designed to balance risk and return bydiversifying across a wide range of return-seeking and liability matching assets, invested in a range of both active and passive mandates. Wetarget an allocation of approximately 23% in equity securities, 20% credit, and 57% liability matching assets. The strategy uses indexed globaldeveloped equities, actively managed global investment grade and alternative credit, real estate and other liability matching assets including abuy-in annuity policy.Employer Contributions:In 2017, we contributed $23 million to our U.S. pension plans and $470 million to our non-U.S. pension plans. The non-U.S. amount included anon-recurring $250 million contribution made in connection with a new funding agreement for a Company plan in the United Kingdom. In addition,employees contributed $12 million to our non-U.S. plans. We make contributions to our pension plans in accordance with local fundingarrangements and statutory minimum funding requirements. Discretionary contributions are made to the extent that they are tax deductible and donot generate an excise tax liability.In 2018, we estimate that our pension contributions will be $39 million to our U.S. plans and $250 million to our non-U.S. plans based on currenttax laws. Our actual contributions may be different due to many factors, including changes in tax and other benefit laws, significant differencesbetween expected and actual pension asset performance or interest rates.Future Benefit Payments:The estimated future benefit payments from our pension plans at December 31, 2017 were (in millions): 2018 2019 2020 2021 2022 2023-2027 U.S. Plans $120 $83 $89 $93 $93 $498 Non-U.S. Plans 375 375 387 409 409 2,196 Multiemployer Pension Plans:In accordance with obligations we have under collective bargaining agreements, we made contributions to multiemployer pension plans of$26 million in 2017, $25 million in 2016 and $31 million in 2015. There are risks of participating in multiemployer pension plans that are differentfrom single employer plans. Contributions made by a participating employer are not segregated to be used to provide benefits for participantsrelated to that participating employer. If a participating employer stops contributing to the plan, the unfunded vested obligations of the plan areborne by the remaining participating employers.The only individually significant multiemployer plan we participate in as of December 31, 2017 is the Bakery and Confectionery Union and IndustryInternational Pension Fund (the “Fund”). Our contributions to the Fund exceeded 5% of total contributions to the Fund for fiscal years 2017, 2016and 2015. Our contributions to the Fund were $22 million in 2017, $21 million in 2016 and $27 million in 2015. Our contributions to othermultiemployer pension plans that were not individually significant were $4 million in 2017, $4 million in 2016 and $4 million in 2015. Ourcontributions are based on our contribution rates under our collective bargaining agreements, the number of our eligible employees and Fundsurcharges. Expiration Date Pension FIP / RP of Collective- EIN / Pension Protection Act Status Pending / Surcharge Bargaining Pension Fund Plan Number Zone Status Implemented Imposed Agreements Bakery and Confectionery Union andIndustry International Pension Fund 526118572 Red Implemented Yes 2/29/2016 Effective January 1, 2012, the Fund’s zone status changed to “Red”. As a result of this certification, beginning in July 2012, we were charged a10% surcharge on our contribution rates. The Fund subsequently adopted a rehabilitation plan on November 7, 2012 that required contributionincreases and reductions to benefit provisions. As of August 28, 2016, the 10% surcharge was no longer applicable and we were required to payhigher contributions under the Fund’s rehabilitation plan. Although our collective bargaining agreements with the Fund expired during 2016 andwhile we continue to renegotiate the agreements, we continue to make contributions to the Fund. 99 Table of ContentsOther Costs:We sponsor and contribute to employee defined contribution plans. These plans cover eligible salaried, non-union and union employees. Ourcontributions and costs are determined by the matching of employee contributions, as defined by the plans. Amounts charged to expense incontinuing operations for defined contribution plans totaled $43 million in 2017, $44 million in 2016 and $45 million in 2015.Postretirement Benefit PlansObligations:Our postretirement health care plans are not funded. The changes in and the amount of the accrued benefit obligation were: As of December 31, 2017 2016 (in millions) Accrued benefit obligation at January 1 $394 $511 Service cost 7 12 Interest cost 15 20 Benefits paid (15) (14) Plan amendments (1) – (149) Currency 8 3 Assumption changes 30 34 Actuarial losses/(gains) (4) (23) Accrued benefit obligation at December 31 $435 $394 (1)Plan amendments in 2016 included a change in eligibility requirements related to medical and life insurance benefits and a change in benefits for Medicare-eligible participants.The current portion of our accrued postretirement benefit obligation of $16 million at December 31, 2017 and $12 million at December 31, 2016 wasincluded in other current liabilities.We used the following weighted-average assumptions to determine our postretirement benefit obligations: U.S. Plans Non-U.S. Plans As of December 31, As of December 31, 2017 2016 2017 2016 Discount rate 3.66% 4.14% 4.24% 4.55% Health care cost trend rate assumed for next year 6.25% 6.50% 5.56% 5.50% Ultimate trend rate 4.81% 5.00% 5.56% 5.68% Year that the rate reaches the ultimate trend rate 2024 2020 2018 2018 Year-end discount rates for our U.S., Canadian and U.K. plans were developed from a model portfolio of high quality, fixed-income debtinstruments with durations that match the expected future cash flows of the benefit obligations. Year-end discount rates for our remaining non-U.S.plans were developed from local bond indices that match local benefit obligations as closely as possible. Changes in our discount rates wereprimarily the result of changes in bond yields year-over-year. Our expected health care cost trend rate is based on historical costs.At the end of 2015, we changed the approach used to measure service and interest costs for other postretirement benefits. For 2015, wemeasured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the planobligations. For 2016, we measured service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cashflows. We believe the new approach provided a more precise measurement of service and interest costs by aligning the timing of the plans’ liabilitycash flows to the corresponding spot 100 Table of Contentsrates on the yield curve. The impact of this change was a decrease in net periodic postretirement cost of approximately $4 million for the yearended December 31, 2016. This change does not affect the measurement of our plan obligations. We accounted for this change as a change inaccounting estimate and, accordingly, accounted for it on a prospective basis.Assumed health care cost trend rates have a significant impact on the amounts reported for the health care plans. A one-percentage-point changein assumed health care cost trend rates would have the following effects: As of December 31, 2017 One-Percentage-Point Increase Decrease (in millions) Effect on postretirement benefit obligation $49 $(40) Effect on annual service and interest cost 3 (2) Components of Net Periodic Postretirement Health Care Costs:Net periodic postretirement health care costs consisted of the following: For the Years Ended December 31, 2017 2016 2015 (in millions) Service cost $7 $12 $15 Interest cost 15 20 22 Amortization: Net loss from experience differences 14 10 13 Prior service credit (1) (40) (20) (7) Net periodic postretirement health care costs $(4) $22 $43 (1)In the fourth quarter of 2016, the prior service credit included a one-time $9 million curtailment gain related to a change in the eligibility requirement resulting inongoing amortization of $10 million. In 2017, we continue to amortize prior service credit and recorded $40 million on a full year basis.As of December 31, 2017, we expected to amortize from accumulated other comprehensive earnings/(losses) into pre-tax net periodicpostretirement health care costs during 2018: • an estimated $18 million of net loss from experience differences, and • an estimated $39 million of prior service credit.We used the following weighted-average assumptions to determine our net periodic postretirement health care cost: U.S. Plans Non-U.S. Plans For the Years Ended December 31, For the Years Ended December 31, 2017 2016 2015 2017 2016 2015Discount rate 4.14% 4.60% 4.20% 4.55% 4.77% 4.52%Health care cost trend rate 6.50% 6.50% 6.50% 5.50% 5.50% 5.18%Future Benefit Payments:Our estimated future benefit payments for our postretirement health care plans at December 31, 2017 were (in millions): 2018 2019 2020 2021 2022 2023-2027 U.S. Plans $11 $12 $13 $15 $16 $85 Non-U.S. Plans 5 5 6 6 6 55 Other Costs:We made contributions to multiemployer medical plans totaling $18 million in 2017, $19 million in 2016 and $20 million in 2015. These plansprovide medical benefits to active employees and retirees under certain collective bargaining agreements. 101 Table of ContentsPostemployment Benefit PlansObligations:Our postemployment plans are primarily not funded. The changes in and the amount of the accrued benefit obligation at December 31, 2017 and2016 were: As of December 31, 2017 2016 (in millions) Accrued benefit obligation at January 1 $71 $95 Service cost 5 7 Interest cost 4 6 Benefits paid (6) (9) Assumption changes – (21) Actuarial losses/(gains) 2 (7) Accrued benefit obligation at December 31 $76 $71 The accrued benefit obligation was determined using a weighted-average discount rate of 6.5% in 2017 and 6.2% in 2016, an assumed weighted-average ultimate annual turnover rate of 0.3% in 2017 and 2016, assumed compensation cost increases of 4.0% in 2017 and 2016 and assumedbenefits as defined in the respective plans.Postemployment costs arising from actions that offer employees benefits in excess of those specified in the respective plans are charged toexpense when incurred.Components of Net Periodic Postemployment Costs:Net periodic postemployment costs consisted of the following: For the Years Ended December 31, 2017 2016 2015 (in millions) Service cost $5 $7 $7 Interest cost 4 6 5 Amortization of net gains (3) (1) – Net periodic postemployment costs $6 $12 $12 As of December 31, 2017, the estimated net gain for the postemployment benefit plans that we expected to amortize from accumulated othercomprehensive earnings/(losses) into net periodic postemployment costs during 2018 was approximately $3 million.Note 10. Stock PlansUnder our Amended and Restated 2005 Performance Incentive Plan (the “Plan”), we are authorized through May 21, 2024 to issue a maximum of243.7 million shares of our Common Stock to employees and non-employee directors. As of December 31, 2017, there were 67.2 million sharesavailable to be granted under the Plan.Stock Options:Stock options (including stock appreciation rights) are granted at an exercise price equal to the market value of the underlying stock on the grantdate, generally become exercisable in three annual installments beginning on the first anniversary of the grant date and have a maximum term often years.We account for our employee stock options under the fair value method of accounting using a Black-Scholes methodology to measure stockoption expense at the date of grant. The fair value of the stock options at the date of grant is amortized to expense over the vesting period. Werecorded compensation expense related to stock options held by our employees of $50 million in 2017, $57 million in 2016 and $50 million in 2015in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $12 million in 2017,$15 million in 2016 and $13 million in 2015. The unamortized compensation expense related to our employee stock options was $44 million atDecember 31, 2017 and is expected to be recognized over a weighted-average period of 1.2 years. 102 Table of ContentsOur weighted-average Black-Scholes fair value assumptions were: Risk-FreeInterest Rate Expected Life ExpectedVolatility ExpectedDividend Yield Fair Valueat Grant Date 2017 2.04% 6 years 22.75% 1.74% $8.57 2016 1.40% 6 years 23.11% 1.61% $7.86 2015 1.70% 6 years 18.51% 1.61% $6.12 The risk-free interest rate represents the constant maturity U.S. government treasuries rate with a remaining term equal to the expected life of theoptions. The expected life is the period over which our employees are expected to hold their options. Volatility reflects historical movements in ourstock price for a period commensurate with the expected life of the options. The dividend yield reflects the dividend yield in place at the time of thehistorical grants.Stock option activity is reflected below: Weighted- Average Average Exercise or Remaining Aggregate Shares Subject Grant Price Contractual Intrinsic to Option Per Share Term Value Balance at January 1, 2015 56,431,551 $24.19 $685 million Annual grant to eligible employees 8,899,530 36.94 Additional options issued 901,340 35.84 Total options granted 9,800,870 36.84 Options exercised (1) (6,444,515) 22.94 $108 million Options cancelled (2,753,798) 32.35 Balance at December 31, 2015 57,034,108 26.12 $1,068 million Annual grant to eligible employees 7,517,290 39.70 Additional options issued 115,800 42.26 Total options granted 7,633,090 39.74 Options exercised (1) (8,883,101) 24.09 $174 million Options cancelled (2,182,485) 35.23 Balance at December 31, 2016 53,601,612 28.02 $874 million Annual grant to eligible employees 6,012,140 43.20 Additional options issued 162,880 42.54 Total options granted 6,175,020 43.18 Options exercised (1) (9,431,009) 26.17 $170 million Options cancelled (1,910,968) 38.10 Balance at December 31, 2017 48,434,655 29.92 5 years $626 million Exercisable at December 31, 2017 37,240,858 26.58 4 years $604 million (1)Cash received from options exercised was $257 million in 2017, $221 million in 2016 and $148 million in 2015. The actual tax benefit realized for the taxdeductions from the option exercises totaled $31 million in 2017, $31 million in 2016 and $58 million in 2015.Deferred Stock Units, Performance Share Units and Restricted Stock:Historically we have made grants of deferred stock units, performance share units and restricted stock. Beginning in 2016, we only grant deferredstock units and performance share units and no longer grant restricted stock. We may grant shares of deferred stock units to eligible employees,giving them, in most instances, all of the rights of shareholders, except that they may not sell, assign, pledge or otherwise encumber the sharesand our deferred stock units do not have voting rights until vested. Shares of deferred stock units are subject to forfeiture if certain employmentconditions are not met. Deferred stock units generally vest on the third anniversary of the grant date. Performance share units granted under our2005 Plan vest based on varying performance, market and service conditions. The unvested performance share units have no voting rights and donot pay dividends. Dividend equivalents accumulated over the vesting period are paid only after the performance share units vest. 103 Table of ContentsThe fair value of the deferred stock units, performance share units and restricted stock at the date of grant is amortized to earnings over thevesting period. The fair value of our deferred stock units and restricted stock is measured at the market price of our Common Stock on the grantdate. Performance share unit awards generally have targets tied to both performance and market-based conditions. For market conditioncomponents, market volatility and other factors are taken into consideration in determining the grant date fair value and the related compensationexpense is recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided. Forperformance condition components, we estimate the probability that the performance conditions will be achieved each quarter and adjustcompensation expenses accordingly. The grant date fair value of performance share units is determined based on the Monte Carlo simulationmodel for the market-based total shareholder return component and the market price of our Common Stock on the grant date for performance-based components. The number of performance share units that ultimately vest ranges from 0-200 percent of the number granted, based on theachievement of the performance and market-based components. We recorded compensation expense related to deferred stock units, performanceshare units and restricted stock of $87 million in 2017, $83 million in 2016 and $86 million in 2015 in our results from continuing operations. Thedeferred tax benefit recorded related to this compensation expense was $23 million in 2017, $22 million in 2016 and $24 million in 2015. Theunamortized compensation expense related to our deferred stock units, performance share units and restricted stock was $138 million atDecember 31, 2017 and is expected to be recognized over a weighted-average period of 1.8 years.Our performance share unit, deferred stock unit and restricted stock activity is reflected below: Weighted-Average Weighted-Average Number Fair Value Aggregate of Shares Grant Date Per Share (4) Fair Value (4) Balance at January 1, 2015 10,582,640 $28.86 Annual grant to eligible employees: Feb. 18, 2015 Performance share units 1,598,290 38.81 Restricted stock 386,910 36.94 Deferred stock units 866,640 36.94 Additional shares granted (1) 1,087,322 Various 36.00 Total shares granted 3,939,162 37.44 $147 million Vested (2) (3,905,745) 24.66 $96 million Forfeited (2) (1,197,841) 32.63 Balance at December 31, 2015 9,418,216 33.71 Annual grant to eligible employees: Feb. 22, 2016 Performance share units 1,406,500 34.35 Deferred stock units 1,040,790 39.70 Additional shares granted (3) 864,851 Various 32.90 Total shares granted 3,312,141 35.65 $118 million Vested (2) (3,992,902) 28.15 $112 million Forfeited (2) (1,143,828) 37.58 Balance at December 31, 2016 7,593,627 36.90 Annual grant to eligible employees: Feb. 16, 2017 Performance share units 1,087,010 43.14 Deferred stock units 845,550 43.20 Additional shares granted (3) 1,537,763 Various 42.22 Total shares granted 3,470,323 42.75 $148 million Vested (2) (2,622,807) 35.78 $94 million Forfeited (2) (771,438) 38.69 Balance at December 31, 2017 7,669,705 39.74 (1)Includes performance share units, deferred stock units and restricted stock. (2)Includes performance share units, deferred stock units and restricted stock. The actual tax benefit realized for the tax deductions from the shares vestedtotaled $7 million in 2017, $18 million in 2016 and $18 million in 2015. (3)Includes performance share units and deferred stock units. (4)Performance share units reflect grant date fair values. Prior-year weighted average fair value per share has been revised. 104 Table of ContentsNote 11. Capital StockOur amended and restated articles of incorporation authorize 5.0 billion shares of Class A common stock (“Common Stock”) and 500 millionshares of preferred stock. There were no preferred shares issued and outstanding at December 31, 2017, 2016 and 2015. Shares of CommonStock issued, in treasury and outstanding were: Shares Shares Issued Treasury Shares Outstanding Balance at January 1, 2015 1,996,537,778 (332,896,779) 1,663,640,999 Shares repurchased – (91,875,878) (91,875,878) Exercise of stock options and issuance ofother stock awards – 8,268,033 8,268,033 Balance at December 31, 2015 1,996,537,778 (416,504,624) 1,580,033,154 Shares repurchased – (61,972,713) (61,972,713) Exercise of stock options and issuance ofother stock awards – 10,305,100 10,305,100 Balance at December 31, 2016 1,996,537,778 (468,172,237) 1,528,365,541 Shares repurchased – (50,598,902) (50,598,902) Exercise of stock options and issuance ofother stock awards – 10,369,445 10,369,445 Balance at December 31, 2017 1,996,537,778 (508,401,694) 1,488,136,084 Stock plan awards to employees and non-employee directors are issued from treasury shares. At December 31, 2017, 123 million shares ofCommon Stock held in treasury were reserved for stock options and other stock awards.Share Repurchase Program:Between 2013 and 2017, our Board of Directors authorized the repurchase of a total of $13.7 billion of our Common Stock through December 31,2018. On January 31, 2018, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billionin the share repurchase program, raising the authorization to $19.7 billion of Common Stock repurchases, and extended the program throughDecember 31, 2020. Repurchases under the program are determined by management and are wholly discretionary. Prior to January 1, 2017, wehad repurchased approximately $10.8 billion of Common Stock pursuant to this authorization. During 2017, we repurchased approximately50.6 million shares of Common Stock at an average cost of $43.51 per share, or an aggregate cost of approximately $2.2 billion, all of which waspaid during the period except for approximately $28 million settled in January 2018. All share repurchases were funded through available cash andcommercial paper issuances. As of December 31, 2017, we have approximately $0.6 billion in remaining share repurchase capacity. As ofJanuary 31, 2018, subsequent to approximately $0.1 billion of share repurchases in January, our remaining share repurchase capacity was$6.5 billion. 105 Table of ContentsNote 12. Commitments and ContingenciesLegal Proceedings:We are subject to legal proceedings, claims and governmental inspections or investigations incidental to our business, including those specifiedbelow.In February 2013 and March 2014, Cadbury India Limited (now known as Mondelez India Foods Private Limited), a subsidiary of MondelēzInternational, and other parties received show cause notices from the Indian Central Excise Authority (the “Excise Authority”) calling upon theparties to demonstrate why the Excise Authority should not collect a total of 3.7 billion Indian rupees ($59 million as of December 31, 2017) ofunpaid excise tax and an equivalent amount of penalties, as well as interest, related to production at the same Indian facility. We contested thesedemands for unpaid excise taxes, penalties and interest. On March 27, 2015, after several hearings, the Commissioner of the Excise Authorityissued an order denying the excise exemption that we claimed for the Indian facility and confirming the Excise Authority’s demands for total taxesand penalties in the amount of 5.8 billion Indian rupees ($91 million as of December 31, 2017). We have appealed this order. In addition, theExcise Authority issued additional show cause notices in February 2015, December 2015 and October 2017 on the same issue but covering theperiods January to October 2014, November 2014 to September 2015 and October 2015 to June 2017, respectively. These notices added a total of4.9 billion Indian rupees ($77 million as of December 31, 2017) of unpaid excise taxes as well as penalties to be determined up to an amountequivalent to that claimed by the Excise Authority plus interest. With the implementation of the new Goods and Services Tax in India in July 2017,we will not receive any further show cause notices for additional amounts on this issue. We believe that the decision to claim the excise taxbenefit is valid and we are continuing to contest the show cause notices through the administrative and judicial process.In April 2013, the staff of the U.S. Commodity Futures Trading Commission (“CFTC”) advised us and Kraft Foods Group that it was investigatingactivities related to the trading of December 2011 wheat futures contracts that occurred prior to the Spin-Off of Kraft Foods Group. We cooperatedwith the staff in its investigation. On April 1, 2015, the CFTC filed a complaint against Kraft Foods Group and Mondelēz Global LLC (“MondelēzGlobal”) in the U.S. District Court for the Northern District of Illinois, Eastern Division (the “CFTC action”). The complaint alleges that Kraft FoodsGroup and Mondelēz Global (1) manipulated or attempted to manipulate the wheat markets during the fall of 2011; (2) violated position limit levelsfor wheat futures and (3) engaged in non-competitive trades by trading both sides of exchange-for-physical Chicago Board of Trade wheatcontracts. The CFTC seeks civil monetary penalties of either triple the monetary gain for each violation of the Commodity Exchange Act (the“Act”) or $1 million for each violation of Section 6(c)(1), 6(c)(3) or 9(a)(2) of the Act and $140,000 for each additional violation of the Act, plus post-judgment interest; an order of permanent injunction prohibiting Kraft Foods Group and Mondelēz Global from violating specified provisions of theAct; disgorgement of profits; and costs and fees. In December 2015, the court denied Mondelēz Global and Kraft Foods Group’s motion to dismissthe CFTC’s claims of market manipulation and attempted manipulation, and the parties are now in discovery. Additionally, several class actioncomplaints were filed against Kraft Foods Group and Mondelēz Global in the U.S. District Court for the Northern District of Illinois by investors inwheat futures and options on behalf of themselves and others similarly situated. The complaints make similar allegations as those made in theCFTC action and seek class action certification; an unspecified amount for damages, interest and unjust enrichment; costs and fees; andinjunctive, declaratory and other unspecified relief. In June 2015, these suits were consolidated in the Northern District of Illinois. In June 2016, thecourt denied Mondelēz Global and Kraft Foods Group’s motion to dismiss, and the parties are now in discovery. It is not possible to predict theoutcome of these matters; however, based on our Separation and Distribution Agreement with Kraft Foods Group dated as of September 27, 2012,we expect to bear any monetary penalties or other payments in connection with the CFTC action.We are a party to various legal proceedings incidental to our business, including those noted above in this section. At present we believe that theultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, results of operations orcash flows. However, legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or otherevents could occur. Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies aresought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particularways, precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material adverse impact onour business, results of operations or financial position. 106 Table of ContentsThird-Party Guarantees:We enter into third-party guarantees primarily to cover long-term obligations of our vendors. As part of these transactions, we guarantee that thirdparties will make contractual payments or achieve performance measures. At December 31, 2017, we had no material third-party guaranteesrecorded on our consolidated balance sheet.Tax Matters:As part of our 2010 Cadbury acquisition, we became the responsible party for tax matters under a February 2, 2006 dated Deed of Tax Covenantbetween the Cadbury Schweppes PLC and related entities (“Schweppes”) and Black Lion Beverages and related entities. The tax matters includedan ongoing transfer pricing case with the Spanish tax authorities related to the Schweppes businesses Cadbury divested prior to our acquisition ofCadbury. During the first quarter of 2017, the Spanish Supreme Court decided the case in our favor. As a result of the final ruling, during the firstquarter of 2017, we recorded a favorable earnings impact of $46 million in selling, general and administrative expenses and $12 million in interestand other expense, net, for a total pre-tax impact of $58 million due to the non-cash reversal of Cadbury-related accrued liabilities related to thismatter. In 2017, we recorded additional income of $4 million related to bank guarantee releases within selling, general and administrative expensesand interest and other expense, net.During the first quarter of 2017, the Brazilian Supreme Court (the “Court”) ruled against the Brazilian tax authorities in a leading case related to thecomputation of certain indirect taxes. The Court ruled that the indirect tax base should not include a value-added tax known as “ICMS”. Byremoving the ICMS from the tax base, the Court effectively eliminated a “tax on a tax.” Our Brazilian subsidiary had received an injunction againstmaking payments for the “tax on a tax” in 2008 and since that time until December 2016, had accrued this portion of the tax each quarter in theevent that the tax was reaffirmed by the Brazilian courts. On September 30, 2017, based on legal advice and the publication of the Court’sdecision related to this case, we determined that the likelihood that the increased tax base would be reinstated and assessed against us wasremote. Accordingly, we reversed our accrual of 667 million Brazilian reais, or $212 million as of September 30, 2017, of which, $153 million wasrecorded within selling, general and administrative expenses and $59 million was recorded within interest and other expense, net. The Brazilian taxauthority is seeking potential clarification or adjustment of the terms of enforcement with the Court. We continue to monitor developments in thismatter and currently do not expect a material future impact on our financial statements.Leases:Rental expenses recorded in continuing operations were $284 million in 2017, $317 million in 2016 and $331 million in 2015. As of December 31,2017, minimum rental commitments under non-cancelable operating leases in effect at year-end were (in millions): 2018 2019 2020 2021 2022 Thereafter Total $ 245 $202 $150 $102 $67 $154 $920 107 Table of ContentsNote 13. Reclassifications from Accumulated Other Comprehensive IncomeThe following table summarizes the changes in the accumulated balances of each component of accumulated other comprehensiveearnings/(losses) attributable to Mondelēz International. Amounts reclassified from accumulated other comprehensive earnings/(losses) to netearnings (net of tax) were net losses of $174 million in 2017, $250 million in 2016 and $350 million in 2015. For the Years Ended December 31, 2017 2016 2015 (in millions) Currency Translation Adjustments: Balance at beginning of period $(8,914) $(8,006) $(5,042) Currency translation adjustments 987 (847) (2,905) Reclassification to earnings related to: Venezuela deconsolidation – – 99 Equity method investment transactions – 57 – Tax (expense)/benefit 214 (135) (184) Other comprehensive earnings/(losses) 1,201 (925) (2,990) Less: (earnings)/loss attributable to noncontrolling interests (28) 17 26 Balance at end of period (7,741) (8,914) (8,006) Pension and Other Benefit Plans: Balance at beginning of period $(2,087) $(1,934) $(2,274) Net actuarial gain/(loss) arising during period (71) (491) (60) Tax (expense)/benefit on net actuarial gain/(loss) 50 70 3 Losses/(gains) reclassified into net earnings: Amortization of experience losses and prior service costs (1) 174 150 207 Settlement losses (1) 38 36 111 Venezuela deconsolidation – – 2 Tax (expense)/benefit on reclassifications (2) (65) (46) (69) Currency impact (183) 128 146 Other comprehensive earnings/(losses) (57) (153) 340 Balance at end of period (2,144) (2,087) (1,934) Derivative Cash Flow Hedges: Balance at beginning of period $(121) $(46) $(2) Net derivative gains/(losses) (17) (151) (75) Tax (expense)/benefit on net derivative gain/(loss) 9 20 30 Losses/(gains) reclassified into net earnings: Currency exchange contracts -forecasted transactions (3) 4 3 (90) Commodity contracts (3) 29 9 64 Interest rate contracts (4) – 83 47 Tax (expense)/benefit on reclassifications (2) (6) (42) (21) Currency impact (11) 3 1 Other comprehensive earnings/(losses) 8 (75) (44) Balance at end of period (113) (121) (46) Accumulated other comprehensive income attributableto Mondelēz International: Balance at beginning of period $(11,122) $(9,986) $(7,318) Total other comprehensive earnings/(losses) 1,152 (1,153) (2,694) Less: (earnings)/loss attributable to noncontrolling interests (28) 17 26 Other comprehensive earnings/(losses) attributable to Mondelēz International 1,124 (1,136) (2,668) Balance at end of period $(9,998) $(11,122) $(9,986) 108 Table of Contents (1)These reclassified losses are included in the components of net periodic benefit costs disclosed in Note 9, Benefit Plans. Settlement losses include the transferof coffee business-related pension obligations in the amount of $90 million in 2015. (2)Taxes reclassified to earnings are recorded within the provision for income taxes. (3)These reclassified gains or losses are recorded within cost of sales. (4)These reclassified losses are recorded within interest and other expense, net.Note 14. Income TaxesOn December 22, 2017, new U.S. tax reform legislation was enacted that included a broad range of complex provisions impacting the taxation ofbusinesses. Certain impacts of the new legislation would generally require accounting to be completed in the period of enactment, however inresponse to the complexities of this new legislation, the SEC issued guidance to provide companies with relief. Specifically, when the initialaccounting for items under the new legislation is incomplete, the guidance allows us to recognize provisional amounts when reasonable estimatescan be made or to continue to apply the prior tax law if a reasonable estimate of the impact cannot be made. The SEC has provided up to aone-year window for companies to finalize the accounting for the impacts of this new legislation and we anticipate finalizing our accounting during2018.While our accounting for the new U.S. tax legislation is not complete, we have made reasonable estimates for some provisions and recognized a$59 million discrete net tax benefit in our 2017 financial statements. This net benefit is primarily comprised of a $1,311 million provisional deferredtax benefit from revaluing our net U.S. deferred tax liabilities to reflect the new U.S. corporate tax rate as well as an additional $61 millionprovisional deferred tax benefit related to changes in our indefinite reinvestment assertion, partially offset by a $1,317 million provisional charge forthe estimated transition tax.In general, the transition tax is as a result of the deemed repatriation imposed by the new legislation that results in the taxation of our accumulatedforeign earnings and profits (“E&P”) at a 15.5% rate on liquid assets (i.e. cash and other specified assets) and 8% on the remaining unremittedforeign E&P, both net of foreign tax credits. At this time, we have not yet gathered, prepared and analyzed the necessary information in sufficientdetail to complete the complex calculations necessary to finalize the amount of our transition tax. We believe that our provisional calculationsresult in a reasonable estimate of the transition tax and related foreign tax credit, and as such have included those amounts in our year-endincome tax provision. We do not believe that it is more likely than not that we will realize the benefit of the estimated excess foreign tax creditcarryforward created by the deemed repatriation and have thus recognized a full valuation allowance against this deferred tax asset. As wecomplete the analysis of accumulated foreign E&P and related foreign taxes paid on an entity by entity basis and finalize the amounts held in cashor other specified assets, we will update our provisional estimate of the transition tax and related foreign tax credit, including any excess creditcarryforward and the corresponding valuation allowance.Our estimate of the deferred tax benefit due to the revaluation of our net U.S. deferred tax liabilities is also a provisional amount under the SEC’sguidance. Due to the newly enacted U.S. tax rate change, timing differences that are estimated balances as of the date of enactment and year-endwill result in changes to our estimate of the deferred rate change when those estimates are finalized with the filing of the 2017 income tax return.This is a result of the different federal income tax rates in effect for 2017 (35%) and 2018 (21%). Since many of the year-end deferred tax balancesinclude estimates of events that have not yet occurred such as payments expected to be made during 2018 but which are deductible on the 2017tax return, these amounts cannot yet be known to finalize the impact of the tax rate change.As a result of U.S. tax reform, we have changed our indefinite reinvestment assertion for most companies owned directly by our U.S. subsidiaries,and as such, we may need to accrue deferred taxes. As of year end, we have calculated the impact to accrue the deferred tax assets related totwo entities where the deferred tax benefits are now expected to be realized in the foreseeable future. However, we do not have the necessaryinformation gathered, prepared and analyzed to make a reasonable estimate of the impact of any remaining outside basis differences inherent inthe rest of our foreign subsidiaries. We will gather the information necessary and compute the outside basis differences for those subsidiarieswhere we are no longer indefinitely reinvested and record any new deferred taxes as reasonable estimates are available. We estimate that theunremitted earnings as of December 31, 2017 in those subsidiaries where we expect to continue to be indefinitely reinvested is approximately $2billion. It is impracticable for us to determine the amount of unrecognized deferred tax liabilities on these indefinitely reinvested earnings. Futuretax law changes or changes in the needs of our non-U.S. subsidiaries could require us to recognize deferred tax liabilities on a portion, or all, of ouraccumulated earnings that were previously expected to be indefinitely reinvested. 109 Table of ContentsThe legislation also establishes new provisions that will affect our 2018 results, including but not limited to, a reduction in the U.S. corporate taxrate on domestic operations; the creation of a new minimum tax called the base erosion anti-abuse tax (BEAT); a new provision that taxes U.S.allocated expenses (e.g. interest and general administrative expenses) as well as currently taxes certain income from foreign operations (GlobalIntangible Low-Tax Income, or “GILTI”); a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; a new limitationon deductible interest expense; the repeal of the domestic manufacturing deduction; and limitations on the deductibility of certain employeecompensation.While the new legislation generally eliminates U.S. federal income tax on dividends from foreign subsidiaries going forward, certain income earnedby certain subsidiaries must be included currently in our U.S. taxable income under the new GILTI inclusion rules (as a result of U.S. expenseallocation rules). Because of the complexity of the new GILTI tax rules, we are continuing to evaluate this provision of the legislation and theapplication of U.S. GAAP. Under U.S. GAAP, we are allowed to make an accounting policy election and either treat taxes due from GILTI as acurrent-period expense when they are incurred or factor such amounts into our measurement of deferred taxes. Our selection of an accountingpolicy with respect to the new GILTI rules will depend in part on analyzing our global income to determine whether we expect to have future U.S.inclusions in taxable income related to GILTI, and if so, what the impact is expected to be. We have not yet computed a reasonable estimate ofthe effect of this provision, and therefore, we have not made a policy decision regarding whether to record deferred taxes related to GILTI nor havewe made any adjustments related to GILTI tax in our year-end financial statements.Earnings/(losses) from continuing operations before income taxes and the provision for income taxes consisted of: For the Years Ended December 31, 2017 2016 2015 (in millions) Earnings/(losses) from continuing operations before income taxes: United States $354 $(364) $43 Outside United States 2,770 1,818 7,841 Total $3,124 $1,454 $7,884 Provision for income taxes: United States federal: Current $1,322 $(227) $(90) Deferred (1,256) 141 136 66 (86) 46 State and local: Current 33 7 6 Deferred 33 8 (3) 66 15 3 Total United States 132 (71) 49 Outside United States: Current 541 490 707 Deferred 15 (290) (163) Total outside United States 556 200 544 Total provision for income taxes $688 $129 $593 We recorded an out-of-period adjustment of $14 million net expense in 2015 that had an immaterial impact on the annual provision for incometaxes. 110 Table of ContentsThe effective income tax rate on pre-tax earnings differed from the U.S. federal statutory rate for the following reasons: For the Years Ended December 31, 2017 2016 2015 U.S. federal statutory rate 35.0% 35.0% 35.0% Increase/(decrease) resulting from: State and local income taxes, net of federal tax benefitexcluding IRS audit impacts 0.8% 0.8% (0.1)% Foreign rate differences (10.8)% (18.6)% (2.5)% Changes in judgment on realizability of deferred tax assets 3.2% – – Reversal of other tax accruals no longer required (1.7)% (7.7)% (1.4)% Tax accrual on investment in Keurig 2.7% 2.3% – Excess tax benefits from equity compensation (1.2)% – – Tax legislation (non-U.S. tax reform) (2.7)% (4.0)% (0.5)% U.S. tax reform - deferred benefit from tax rate change (42.0)% – – U.S. tax reform - transition tax 42.2% – – U.S. tax reform - changes in indefinite reinvestment assertion (2.0)% – – Gains on coffee business transactions and divestitures – – (26.9)% Business sales (0.9)% – – Loss on deconsolidation of Venezuela – – 3.5% Non-deductible expenses 0.4% 0.9% 0.3% Other (1.0)% 0.2% 0.1% Effective tax rate 22.0% 8.9% 7.5% Our 2017 effective tax rate of 22.0% was favorably impacted by the mix of pre-tax income in various non-U.S. tax jurisdictions and net taxbenefits from $117 million of discrete one-time events, partially offset by an increase in domestic earnings as compared to the prior year. Thediscrete net tax benefits included the provisional net impact from U.S. tax reform discussed previously, favorable audit settlements and statutes oflimitations in various jurisdictions, and the net reduction of our French and Belgian deferred tax liabilities resulting from tax legislation enactedduring 2017 that reduced the corporate income tax rates in each country, partially offset by the addition of a valuation allowance in one of ourChinese entities.Our 2016 effective tax rate of 8.9% was favorably impacted by the mix of pre-tax income in various non-U.S. tax jurisdictions and net tax benefitsfrom $161 million of discrete one-time events. The discrete net tax benefits related to favorable audit settlements and statutes of limitations invarious jurisdictions and the net reduction of our U.K. and French deferred tax liabilities resulting from tax legislation enacted during 2016 thatreduced the corporate income tax rates in each country.Our 2015 effective tax rate of 7.5% was favorably impacted by the one-time third quarter sale of our coffee business that resulted in a pre-tax gainof $6,809 million and $184 million of related tax expense, as well as $27 million of tax costs incurred to remit proceeds up from lower-tier foreignsubsidiaries to allow cash to be redeployed within our retained foreign operations. The benefit of the third quarter transaction was partially offset bythe tax costs associated with the sale of our interest in AGF in the first half of the year and the impact of deconsolidating our Venezuelanoperations on December 31, 2015. Excluding the impacts of these transactions, our effective tax rate would have been 17.8%, reflecting favorableimpacts from the mix of pre-tax income in various non-U.S. tax jurisdictions and net tax benefits from $119 million of discrete one-time events.The remaining discrete one-time events primarily related to favorable tax audit settlements and expirations of statutes of limitations in severaljurisdictions and the net reduction of U.K. deferred tax liabilities resulting from tax legislation enacted during 2015 that reduced the U.K. corporateincome tax rate. 111 Table of ContentsThe tax effects of temporary differences that gave rise to deferred income tax assets and liabilities consisted of the following: As of December 31, 2017 2016 (in millions) Deferred income tax assets: Accrued postretirement and postemployment benefits $191 $214 Accrued pension costs 313 370 Other employee benefits 155 237 Accrued expenses 269 379 Loss carryforwards 773 619 Tax credit carryforwards 370 — Other 342 331 Total deferred income tax assets 2,413 2,150 Valuation allowance (853) (310) Net deferred income tax assets $1,560 $1,840 Deferred income tax liabilities: Intangible assets $(3,977) $(5,174) Property, plant and equipment (452) (557) Other (188) (472) Total deferred income tax liabilities (4,617) (6,203) Net deferred income tax liabilities $(3,057) $(4,363) Our significant valuation allowances are in the U.S., Mexico, China and Ireland. The U.S. valuation allowance relates to excess foreign tax creditsgenerated by the deemed repatriation under U.S. tax reform. The valuation allowance in China results from a change in judgment as to therealizability of one of our Chinese entity’s deferred tax assets. The Mexico and Ireland valuation allowances relate to loss carryforwards where wedo not currently expect to generate gains of the proper character to utilize the carryforwards in the future.At December 31, 2017, the Company has pre-tax loss carryforwards of $4,060 million, of which $1,105 million will expire at various dates between2018 and 2037 and the remaining $2,955 million can be carried forward indefinitely.The changes in our unrecognized tax benefits were: For the Years Ended December 31, 2017 2016 2015 (in millions) January 1 $610 $756 $852 Increases from positions taken during prior periods 33 18 34 Decreases from positions taken during prior periods (93) (123) (74) Increases from positions taken during the current period 64 90 84 Decreases relating to settlements with taxing authorities (54) (75) (13) Reductions resulting from the lapse of the applicablestatute of limitations (29) (43) (41) Currency/other 48 (13) (86) December 31 $579 $610 $756 112 Table of ContentsAs of January 1, 2017, our unrecognized tax benefits were $610 million. If we had recognized all of these benefits, the net impact on our incometax provision would have been $549 million. Our unrecognized tax benefits were $579 million at December 31, 2017, and if we had recognized all ofthese benefits, the net impact on our income tax provision would have been $524 million. Within the next 12 months, our unrecognized tax benefitscould increase by approximately $40 million due to unfavorable audit developments or decrease by approximately $150 million due to auditsettlements and the expiration of statutes of limitations in various jurisdictions. We include accrued interest and penalties related to uncertain taxpositions in our tax provision. We had accrued interest and penalties of $189 million as of January 1, 2017 and $212 million as of December 31,2017. Our 2017 provision for income taxes included $26 million for interest and penalties.Our income tax filings are regularly examined by federal, state and non-U.S. tax authorities. Our 2013-2015 U.S. federal income tax filings arecurrently under examination by the IRS. U.S. state and non-U.S. jurisdictions have statutes of limitations generally ranging from three to fiveyears; however, these statutes are often extended by mutual agreement with the tax authorities. Years still open to examination by non-U.S. taxauthorities in major jurisdictions include (earliest open tax year in parentheses): Brazil (2012), China (2007), France (2014), India (2005), Italy(2012) and the United Kingdom (2015).Note 15. Earnings Per ShareBasic and diluted earnings per share (“EPS”) were calculated as follows: For the Years Ended December 31, 2017 2016 2015 (in millions, except per share data) Net earnings $2,936 $1,669 $7,291 Noncontrolling interest (earnings) (14) (10) (24) Net earnings attributable to Mondelēz International $2,922 $1,659 $7,267 Weighted-average shares for basic EPS 1,513 1,556 1,618 Plus incremental shares from assumed conversions ofstock options and long-term incentive plan shares 18 17 19 Weighted-average shares for diluted EPS 1,531 1,573 1,637 Basic earnings per share attributable to Mondelēz International $1.93 $1.07 $4.49 Diluted earnings per share attributable to Mondelēz International $1.91 $1.05 $4.44 We exclude antidilutive Mondelēz International stock options from our calculation of weighted-average shares for diluted EPS. We excludedantidilutive stock options of 8.5 million for the year ended December 31, 2017, 7.8 million for the year ended December 31, 2016 and 5.1 million forthe year ended December 31, 2015.Note 16. Segment ReportingWe manufacture and market primarily snack food products, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy andvarious cheese & grocery products, as well as powdered beverage products. We manage our global business and report operating results throughgeographic units.Our operations and management structure are organized into four reportable operating segments: • Latin America • AMEA • Europe • North America 113 Table of ContentsOn October 1, 2016, we integrated our EEMEA operating segment into our Europe and Asia Pacific operating segments to further leverage andoptimize the operating scale built within the Europe and Asia Pacific regions. Russia, Ukraine, Turkey, Belarus, Georgia and Kazakhstan werecombined within our Europe operating segment, while the remaining Middle East and African countries were combined within our Asia Pacificregion to form the AMEA operating segment. We have reflected the segment change as if it had occurred in all periods presented.We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectivelyand pursue growth opportunities as they arise in our key markets. Our regional management teams have responsibility for the business, productcategories and financial results in the regions.Historically, we have recorded income from equity method investments within our operating income as these investments were part of our basebusiness. Beginning in the third quarter of 2015, to align with the accounting for our new coffee equity method investment in JDE, we began torecord the earnings from our equity method investments in equity method investment earnings outside of segment operating income. For the sixmonths ended December 31, 2015, after-tax equity method investment net earnings were less than $1 million on a combined basis. Earnings fromequity method investments through July 2, 2015 recorded within segment operating income were $52 million in AMEA and $4 million in NorthAmerica. See Note 1, Summary of Significant Accounting Policies – Principles of Consolidation, and Note 2, Divestitures and Acquisitions, foradditional information.In 2015, we also began to report stock-based compensation for our corporate employees within general corporate expenses that were reportedwithin our North America region. We reclassified $32 million of corporate stock-based compensation expense in 2015 from the North Americasegment to general corporate expenses.We use segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measureto help investors analyze segment performance and trends. Segment operating income excludes unrealized gains and losses on hedging activities(which are a component of cost of sales), general corporate expenses (which are a component of selling, general and administrative expenses),amortization of intangibles, gains and losses on divestitures, loss on deconsolidation of Venezuela and acquisition-related costs (which are acomponent of selling, general and administrative expenses) in all periods presented. We exclude these items from segment operating income inorder to provide better transparency of our segment operating results. Furthermore, we centrally manage interest and other expense, net.Accordingly, we do not present these items by segment because they are excluded from the segment profitability measure that managementreviews.Our segment net revenues and earnings, reflecting our current segment structure for all periods presented, were: For the Years Ended December 31, 2017 2016 2015 (in millions) Net revenues: Latin America (1) $3,566 $3,392 $4,988 AMEA (2) 5,739 5,816 6,002 Europe (2) 9,794 9,755 11,672 North America 6,797 6,960 6,974 Net revenues $25,896 $25,923 $29,636 (1)Net revenues of $1,217 million for 2015 from our Venezuelan subsidiaries are included in our consolidated financial statements. Beginning in 2016, we accountfor our Venezuelan subsidiaries using the cost method of accounting and no longer include net revenues of our Venezuelan subsidiaries within ourconsolidated financial statements. Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting:Venezuela, for more information. (2)On July 2, 2015, we contributed our global coffee businesses primarily from our Europe and AMEA segments. Net revenues of our global coffee businesswere $1,561 million in Europe and $66 million in AMEA for the year ended December 31, 2015. Refer to Note 2, Divestitures and Acquisitions – JDE CoffeeBusiness Transactions, for more information. 114 Table of Contents For the Years Ended December 31, 2017 2016 2015 (in millions) Earnings before income taxes: Operating income: Latin America $565 $271 $485 AMEA 516 506 389 Europe 1,680 1,267 1,350 North America 1,120 1,078 1,105 Unrealized (losses)/gains on hedging activities(mark-to-market impacts) (96) (94) 96 General corporate expenses (287) (291) (383) Amortization of intangibles (178) (176) (181) Net gain on divestitures 186 9 6,822 Loss on deconsolidation of Venezuela – – (778) Acquisition-related costs – (1) (8) Operating income 3,506 2,569 8,897 Interest and other expense, net (382) (1,115) (1,013) Earnings before income taxes $3,124 $1,454 $7,884 No single customer accounted for 10% or more of our net revenues from continuing operations in 2017. Our five largest customers accounted for15.6% and our ten largest customers accounted for 21.4% of net revenues from continuing operations in 2017.Items impacting our segment operating results are discussed in Note 1, Summary of Significant Accounting Policies, including the Venezueladeconsolidation and currency devaluation, Note 2, Divestitures and Acquisitions, Note 4, Property, Plant and Equipment, Note 5, Goodwill andIntangible Assets, Note 6, 2014-2018 Restructuring Program and Note 12, Commitments and Contingencies. Also see Note 7, Debt and BorrowingArrangements, and Note 8, Financial Instruments, for more information on our interest and other expense, net for each period.Total assets, depreciation expense and capital expenditures by segment, reflecting our current segment structure for all periods presented, were: For the Years Ended December 31, 2017 2016 2015 (in millions) Total assets: Latin America $4,948 $5,156 $4,673 AMEA 9,883 10,031 10,460 Europe 21,611 19,934 21,026 North America 20,709 20,694 21,175 Equity method investments 6,345 5,585 5,387 Unallocated assets and adjustments (1) (387) 138 122 Total assets $63,109 $61,538 $62,843 (1)Unallocated assets consist primarily of cash and cash equivalents, deferred income taxes, centrally held property, plant and equipment, prepaid pensionassets and derivative financial instrument balances. Final adjustments for jurisdictional netting of deferred tax assets and liabilities is done at a consolidatedlevel. 115 Table of Contents For the Years Ended December 31, 2017 2016 2015 (in millions) Depreciation expense: Latin America $107 $92 $94 AMEA 157 161 155 Europe 239 253 299 North America 135 141 165 Total depreciation expense $638 $647 $713 For the Years Ended December 31, 2017 2016 2015 (in millions) Capital expenditures: Latin America $226 $321 $354 AMEA 280 349 381 Europe 278 294 517 North America 230 260 262 Total capital expenditures $1,014 $1,224 $1,514 Geographic data for net revenues (recognized in the countries where products are sold) and long-lived assets, excluding deferred tax, goodwill,intangible assets and equity method investments, were: For the Years Ended December 31, 2017 2016 2015 (in millions) Net revenues: United States $6,275 $6,329 $6,302 Other 19,621 19,594 23,334 Total net revenues $25,896 $25,923 $29,636 As of December 31, 2017 2016 2015 (in millions) Long-lived assets: United States $1,468 $1,508 $1,551 Other 7,733 7,229 7,238 Total long-lived assets $9,201 $8,737 $8,789 No individual country within Other exceeded 10% of our net revenues or long-lived assets for all periods presented.Net revenues by product category, reflecting our current segment structure for all periods presented, were: For the Year Ended December 31, 2017 LatinAmerica (1) AMEA Europe NorthAmerica Total (1) (in millions) Biscuits $779 $1,634 $2,880 $5,479 $10,772 Chocolate 862 2,011 4,933 293 8,099 Gum & Candy 919 919 775 1,025 3,638 Beverages 665 569 121 – 1,355 Cheese & Grocery 341 606 1,085 – 2,032 Total net revenues $3,566 $5,739 $9,794 $6,797 $25,896 116 Table of Contents For the Year Ended December 31, 2016 LatinAmerica (1) AMEA Europe NorthAmerica Total (1) (in millions) Biscuits $734 $1,588 $2,703 $5,565 $10,590 Chocolate 743 1,901 4,840 255 7,739 Gum & Candy 938 953 916 1,140 3,947 Beverages 657 611 177 – 1,445 Cheese & Grocery 320 763 1,119 – 2,202 Total net revenues $3,392 $5,816 $9,755 $6,960 $25,923 For the Year Ended December 31, 2015 LatinAmerica (1) AMEA Europe (3) NorthAmerica Total (1) (in millions) Biscuits $1,605 $1,539 $2,680 $5,569 $11,393 Chocolate 840 1,928 5,050 256 8,074 Gum & Candy 1,091 1,003 1,015 1,149 4,258 Beverages (2) 767 730 1,763 – 3,260 Cheese & Grocery 685 802 1,164 – 2,651 Total net revenues $4,988 $6,002 $11,672 $6,974 $29,636 (1)In 2015, our consolidated net revenues included Venezuela net revenues of $763 million in biscuits, $340 million in cheese & grocery, $66 million in gum &candy and $48 million in beverages. Following the deconsolidation of our Venezuela operations at the end of 2015, our 2016 and 2017 consolidated netrevenues no longer include the net revenues of our Venezuelan subsidiaries. Refer to Note 1, Summary of Significant Accounting Policies – CurrencyTranslation and Highly Inflationary Accounting: Venezuela, for more information. (2)On July 2, 2015, we contributed our global coffee businesses primarily from our Europe and AMEA segment beverage categories. Net revenues of our globalcoffee business were $1,561 million in Europe and $66 million in AMEA for the year ended December 31, 2015. Refer to Note 2, Divestitures and Acquisitions –JDE Coffee Business Transactions, for more information. (3)During 2016, we realigned some of our products across product categories primarily within our Europe segment and as such, we reclassified the productcategory net revenues on a basis consistent with the 2016 presentation.Note 17. Quarterly Financial Data (Unaudited)Our summarized operating results by quarter are detailed below. 2017 Quarters First Second Third Fourth (in millions, except per share data) Net revenues $6,414 $5,986 $6,530 $6,966 Gross profit 2,525 2,324 2,552 2,664 Provision for income taxes (154) (84) (272) (178) Gain on equity method investment transactions – – – 40 Equity method investment net earnings 66 67 103 224 Net earnings (1) $633 $500 $993 $810 Noncontrolling interest (3) (2) (1) (8) Net earnings attributable to Mondelēz International $630 $498 $992 $802 Weighted-average shares for basic EPS 1,529 1,519 1,507 1,497 Plus incremental shares from assumed conversions ofstock options and long-term incentive plan shares 21 20 17 16 Weighted-average shares for diluted EPS 1,550 1,539 1,524 1,513 Per share data: Basic EPS attributable to Mondelēz International: $0.41 $0.33 $0.66 $0.54 Diluted EPS attributable to Mondelēz International: $0.41 $0.32 $0.65 $0.53 Dividends declared $0.19 $0.19 $0.22 $0.22 Market price - high $45.48 $47.23 $44.48 $43.98 - low $41.30 $42.92 $40.04 $39.19 117 Table of Contents 2016 Quarters First Second Third Fourth (in millions, except per share data) Net revenues $6,455 $6,302 $6,396 $6,770 Gross profit 2,535 2,516 2,488 2,589 Provision for income taxes (49) (118) (40) 78 Gain on equity method investment transactions 43 – – – Equity method investment net earnings 85 102 31 83 Net earnings (1) $557 $471 $548 $93 Noncontrolling interest (3) (7) – – Net earnings attributable to Mondelēz International $554 $464 $548 $93 Weighted-average shares for basic EPS 1,569 1,557 1,557 1,540 Plus incremental shares from assumed conversions ofstock options and long-term incentive plan shares 18 19 19 19 Weighted-average shares for diluted EPS 1,587 1,576 1,576 1,559 Per share data: Basic EPS attributable to Mondelēz International: $0.35 $0.30 $0.35 $0.06 Diluted EPS attributable to Mondelēz International: $0.35 $0.29 $0.35 $0.06 Dividends declared $0.17 $0.17 $0.19 $0.19 Market price - high $44.45 $45.75 $46.36 $46.40 - low $35.88 $39.53 $41.96 $40.50 (1)See the following table for significant items that affected the comparability of earnings each quarter.Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amounts maynot equal the total for the year.During 2017 and 2016, we recorded the following pre-tax (charges)/gains in earnings from continuing operations: 2017 Quarters First Second Third Fourth (in millions) Asset impairment and exit costs $(166) $(187) $(183) $(120) Net gain on divestitures – (3) 187 2 Divestiture-related costs (19) (9) 2 (8) Loss on early extinguishment ofdebt and related expenses – (11) – – Benefits from the resolution of tax matters 58 – 215 8 $(127) $(210) $221 $(118) 2016 Quarters First Second Third Fourth (in millions) Asset impairment and exit costs $(154) $(166) $(190) $(342) Divestiture-related costs – (84) – (2) Loss related to interest rate swaps (97) – – – Loss on early extinguishment ofdebt and related expenses – – – (427) $(251) $(250) $(190) $(771) Items impacting our operating results are discussed in Note 1, Summary of Significant Accounting Policies, including the Venezueladeconsolidation and currency devaluations, Note 2, Divestitures and Acquisitions, Note 5, Goodwill and Intangible Assets, Note 6, 2014-2018Restructuring Program, and Note 7, Debt and Borrowing Arrangements. 118 Table of ContentsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.None.Item 9A. Controls and Procedures.Evaluation of Disclosure Controls and ProceduresWe have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed orsubmitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of theSEC, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and ChiefFinancial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Management, together with our CEO and CFO,evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2017. Based on this evaluation, the CEOand CFO concluded that our disclosure controls and procedures were effective as of December 31, 2017.Report of Management on Internal Control Over Financial ReportingManagement is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO andCFO, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. Our internal control over financial reporting includes those written policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions ofassets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles; • provide reasonable assurance that receipts and expenditures are being made only in accordance with management and directorauthorization; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets thatcould have a material effect on the consolidated financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or thatthe degree of compliance with the policies or procedures may deteriorate.Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. Management based thisassessment on criteria for effective internal control over financial reporting described in Internal Control Integrated Framework (2013) issued by theCommittee of Sponsoring Organizations of the Treadway Commission (“COSO”).Based on this assessment, management concluded that the Company’s internal control over financial reporting is effective as of December 31,2017, based on the criteria in Internal Control Integrated Framework issued by the COSO.PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financialreporting as of December 31, 2017, as stated in their report that appears under Item 8.February 9, 2018 119 Table of ContentsChanges in Internal Control Over Financial ReportingManagement, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter endedDecember 31, 2017. During the fourth quarter of 2017, due to the malware incident, we continued to add supplemental information technology andinternal controls over financial reporting. Additionally, we continued to work with outsourced partners to further simplify and standardize processesand focus on scalable, transactional processes across all regions. We continued to transition some of our transactional data processing as well asfinancial and employee services for a number of countries across Europe and AMEA to three outsourced partners and/or internal service centers.Pursuant to our service agreements, the controls previously established around these accounting functions will be maintained by our outsourcedpartners or by us, and they are subject to management’s internal control testing. There were no other changes in our internal control over financialreporting during the quarter ended December 31, 2017, that have materially affected, or are reasonably likely to materially affect, our internalcontrol over financial reporting.Item 9B. Other Information.None. 120 Table of ContentsPART IIIItem 10. Directors, Executive Officers and Corporate Governance.Information required by this Item 10 is included under the heading “Executive Officers of the Registrant” in Part I, Item 1 of this Form 10-K, as wellas under the headings “Election of Directors,” “Corporate Governance – Governance Guidelines,” “Corporate Governance – Codes of Conduct,”“Board Committees and Membership – Audit Committee” and “Ownership of Equity Securities – Section 16(a) Beneficial Ownership ReportingCompliance” in our definitive Proxy Statement for our Annual Meeting of Shareholders scheduled to be held on May 16, 2018 (“2018 ProxyStatement”). All of this information from the 2018 Proxy Statement is incorporated by reference into this Annual Report.The information on our web site is not, and shall not be deemed to be, a part of this Annual Report or incorporated into any other filings we makewith the SEC.Item 11. Executive Compensation.Information required by this Item 11 is included under the headings “Board Committees and Membership – Human Resources and CompensationCommittee,” “Compensation of Non-Employee Directors,” “Compensation Discussion and Analysis,” “Executive Compensation Tables” and “HumanResources and Compensation Committee Report for the Year Ended December 31, 2017” in our 2018 Proxy Statement. All of this information isincorporated by reference into this Annual Report.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.The number of shares to be issued upon exercise or vesting of grants issued under, and the number of shares remaining available for futureissuance under, our equity compensation plans at December 31, 2017 were:Equity Compensation Plan Information Number of Securities Remaining Available for Number of Securities to Future Issuance under be Issued Upon Exercise Weighted Average Equity Compensation of Outstanding Exercise Price of Plans (excluding Options, Warrants Outstanding Options, securities reflected and Rights (1) Warrants and Rights (2) in column (a)) (3) (a) (b) (c) Equity compensation plans approved by security holders 55,850,812 $29.92 67,170,082 (1)Includes outstanding options, deferred stock and performance share units and excludes restricted stock. (2)Weighted average exercise price of outstanding options only. (3)Shares available for grant under our Amended and Restated 2005 Performance Incentive Plan.Information related to the security ownership of certain beneficial owners and management is included in our 2018 Proxy Statement under theheading “Ownership of Equity Securities” and is incorporated by reference into this Annual Report.Item 13. Certain Relationships and Related Transactions, and Director Independence.Information required by this Item 13 is included under the headings “Corporate Governance – Director Independence” and “Corporate Governance –Review of Transactions with Related Persons” in our 2018 Proxy Statement. All of this information is incorporated by reference into this AnnualReport.Item 14. Principal Accountant Fees and Services.Information required by this Item 14 is included under the heading “Board Committees and Membership – Audit Committee” in our 2018 ProxyStatement. All of this information is incorporated by reference into this Annual Report. 121 Table of ContentsPART IVItem 15. Exhibits and Financial Statement Schedules. (a)Index to Consolidated Financial Statements and Schedules PageReport of Independent Registered Public Accounting Firm 61Consolidated Statements of Earnings for the Years Ended December 31, 2017, 2016 and 2015 63Consolidated Statements of Comprehensive Earnings for the Years Ended December 31, 2017, 2016 and 2015 64Consolidated Balance Sheets as of December 31, 2017 and 2016 65Consolidated Statements of Equity for the Years Ended December 31, 2017, 2016 and 2015 66Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015 67Notes to Consolidated Financial Statements 68Financial Statement Schedule-Valuation and Qualifying Accounts S-1Schedules other than those listed above have been omitted either because such schedules are not required or are not applicable. (b)The following exhibits are filed as part of, or incorporated by reference into, this Annual Report: 2.1 Separation and Distribution Agreement between the Registrant and Kraft Foods Group, Inc., dated as of September 27, 2012(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012).* 2.2 Canadian Asset Transfer Agreement, by and between Mondelez Canada Inc. and Kraft Canada Inc., dated as of September 29, 2012(incorporated by reference to Exhibit 2.3 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013).* 2.3 Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property, among Kraft FoodsGlobal Brands LLC, Kraft Foods Group Brands LLC, Kraft Foods UK Ltd. and Kraft Foods R&D Inc., dated as of October 1, 2012(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012).* 2.4 Addendum to the Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property, byand among Intercontinental Great Brands, LLC Kraft Foods Global Brands LLC, Mondelēz UK LTD, Kraft Foods R&D Inc. and KraftFoods Group Brands LLC, dated May 9, 2017 (incorporated by reference to Exhibit 2.2 to the Registrant’s Quarterly Report onForm 10-Q filed with the SEC on August 2, 2017). 2.5 Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, by and between Kraft FoodsGlobal Brands LLC and Kraft Foods Group Brands LLC., dated as of September 27, 2012 (incorporated by reference to Exhibit 10.4 tothe Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012).* 2.6 First Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, amongIntercontinental Great Brands LLC and Kraft Foods Group Brands LLC, dated as of July 15, 2013 (incorporated by reference to Exhibit2.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2015).* 2.7 Second Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, amongIntercontinental Great Brands LLC and Kraft Foods Group Brands LLC, dated as of October 1, 2014 (incorporated by reference toExhibit 2.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2015).* 2.8 Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, amongIntercontinental Great Brands LLC and Kraft Foods Group Brands LLC, effective as of September 28, 2016 (incorporated by referenceto Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2017). 122 Table of Contents 3.1 Amended and Restated Articles of Incorporation of the Registrant, effective March 14, 2013 (incorporated by reference to Exhibit 3.1to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2013). 3.2 Amended and Restated By-Laws of the Registrant, effective as of October 9, 2015 (incorporated by reference to Exhibit 3.1 to theRegistrant’s Current Report on Form 8-K filed with the SEC on October 7, 2015). 4.1 The Registrant agrees to furnish to the SEC upon request copies of any instruments defining the rights of holders of long-term debt ofthe Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and itsconsolidated subsidiaries. 4.2 Indenture, by and between the Registrant and Deutsche Bank Trust Company Americas (as successor trustee to The Bank of NewYork and The Chase Manhattan Bank), dated as of October 17, 2001 (incorporated by reference to Exhibit 4.1 to the Registrant’sRegistration Statement on Form S-3 (Reg. No. 333-86478) filed with the SEC on April 18, 2002). 4.3 Supplemental Indenture, by and between the Registrant and Deutsche Bank Trust Company Americas, Deutsche Bank AG, LondonBranch and Deutsche Bank Luxembourg S.A., dated as of December 11, 2013 (incorporated by reference to Exhibit 4.2 to theRegistrant’s Current Report on Form 8-K filed with the SEC on December 11, 2013). 4.4 Indenture between the Registrant and Deutsche Bank Trust Company Americas, as trustee, dated as of March 6, 2015 (incorporatedby reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 24, 2017). 4.5 Indenture, by and between Mondelez International Holdings Netherlands B.V, the Registrant and Deutsche Bank Trust CompanyAmericas, dated as of October 28, 2016 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filedwith the SEC on October 28, 2016). 10.1 $4.5 Billion Amended and Restated Five-Year Revolving Credit Agreement, by and among the Registrant, the initial lenders namedtherein, and JPMorgan Chase Bank, N.A. as administrative agent, dated October 14, 2016 (incorporated by reference to Exhibit 10.1 tothe Registrant’s Annual Report on Form 10-K filed with the SEC on February 24, 2017). 10.2 $1.5 Billion Term Loan Agreement, by and among Mondelēz International Holdings Netherlands B.V., the Registrant, the lendersnamed therein and JPMorgan Chase Bank, N.A., as administrative agent, dated October 14, 2016 (incorporated by reference to Exhibit10.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 24, 2017). 10.3 $1.5 Billion Revolving Credit Agreement, dated March 1, 2017, by and among the Registrant, the lenders, arrangers and agents namedtherein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s CurrentReport on Form 8-K filed with the SEC on March 1, 2017). 10.4 Tax Sharing and Indemnity Agreement, by and between the Registrant and Kraft Foods Group, Inc., dated as of September 27, 2012(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012). 10.5 Global Contribution Agreement by and among Mondelēz International Holdings, LLC, Acorn Holdings B.V., Charger Top HoldCo B.V.and Charger OpCo B.V., dated May 7, 2014 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report onForm 10-Q filed with the SEC on August 8, 2014).** 10.6 Amendment Agreement to Global Contribution Agreement by and among Mondelēz International Holdings LLC, Acorn Holdings B.V.,Jacobs Douwe Egberts B.V. (formerly Charger Top HoldCo B.V.) and Jacobs Douwe Egberts International B.V. (formerly ChargerOpCo B.V.), dated July 28, 2015 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed withthe SEC on July 31, 2015).** 10.7 Amended and Restated Shareholders’ Agreement Relating to Charger Top Holdco B.V. by and among Delta Charger Holdco B.V., JDEMinority Holdings B.V., Mondelēz Coffee Holdco B.V. and Jacobs Douwe Egberts B.V., dated March 7, 2016 (incorporated byreference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 28, 2016).** 123 Table of Contents 10.8 Shareholders’ Agreement Relating to Maple Parent Holdings Corp. by and among Maple Holdings II B.V., Mondelēz InternationalHoldings LLC and Maple Parent Holdings Corp., dated March 27, 2016 (incorporated by reference to Exhibit 10.2 to the Registrant’sQuarterly Report on Form 10-Q filed with the SEC on April 28, 2016).** 10.9 Settlement Agreement, between the Registrant and Kraft Foods Group, Inc., dated June 22, 2015 (incorporated by reference to Exhibit10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2015). 10.10 Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, amended and restated as of February 3, 2017(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2017).+ 10.11 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock OptionAgreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3,2017).+ 10.12 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Long-Term Incentive GrantAgreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3,2017).+ 10.13 Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock UnitAgreement.+ 10.14 Mondelēz International, Inc. Long-Term Incentive Plan, restated as of October 2, 2012 (incorporated by reference to Exhibit 10.9 tothe Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013).+ 10.15 Mondelēz Global LLC Supplemental Benefits Plan I, effective as of September 1, 2012 (incorporated by reference to Exhibit 10.10 tothe Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013).+ 10.16 Mondelēz Global LLC Supplemental Benefits Plan II, effective as of September 1, 2012 (incorporated by reference to Exhibit 10.11 tothe Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013).+ 10.17 Form of Mondelēz Global LLC Amended and Restated Cash Enrollment Agreement (incorporated by reference to Exhibit 10.12 to theRegistrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013).+ 10.18 Form of Mondelēz Global LLC Amended and Restated Employee Grantor Trust Enrollment Agreement (incorporated by reference toExhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013).+ 10.19 Mondelēz International, Inc. Amended and Restated 2006 Stock Compensation Plan for Non-Employee Directors, amended andrestated as of October 1, 2012 (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K filed withthe SEC on February 25, 2013).+ 10.20 Mondelēz International, Inc. 2001 Compensation Plan for Non-Employee Directors, amended as of December 31, 2008 and restatedas of January 1, 2013 (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed with the SECon February 25, 2013).+ 10.21 Mondelēz International, Inc. Change in Control Plan for Key Executives, amended February 2, 2017 (incorporated by reference toExhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2017).+ 10.22 Mondelēz Global LLC Executive Deferred Compensation Plan, effective as of October 1, 2012 (incorporated by reference to Exhibit10.17 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013).+ 124 Table of Contents 10.23 Mondelēz Global LLC Executive Deferred Compensation Plan Adoption Agreement, effective as of October 1, 2012 (incorporated byreference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013).+ 10.24 Deferred Compensation Plan Trust Document, by and between Mondelēz Global LLC and Wilmington Trust Retirement and InstitutionalServices Company, dated as of September 18, 2012 (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report onForm 10-K filed with the SEC on February 25, 2013).+ 10.25 Offer of Employment Letter, between the Registrant and Dirk Van de Put, dated July 27, 2017 (incorporated by reference to Exhibit10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 2, 2017).+ 10.26 Offer of Employment Letter, between the Registrant and Irene B. Rosenfeld, dated June 22, 2006 (incorporated by reference to Exhibit10.29 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2006).+ 10.27 Amendment to Offer of Employment Letter, between the Registrant and Irene B. Rosenfeld, amended as of December 31, 2008(incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 27, 2009).+ 10.28 Offer of Employment Letter, between the Registrant and Daniel P. Myers, dated June 20, 2011 (incorporated by reference to Exhibit10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2011).+ 10.29 Offer of Employment Letter, between Mondelēz Global LLC and Brian T. Gladden, dated September 26, 2014 (incorporated byreference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 9, 2014).+ 10.30 Offer of Employment Letter, between Mondelēz Global LLC and Roberto de Oliveira Marques, dated February 20, 2015 (incorporatedby reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2015).+ 10.31 Offer of Employment Letter, between Mondelēz Global LLC and Glen Walter, dated October 15, 2017.+ 10.32 Retirement Agreement and General Release, between Mondelēz Global LLC and David Brearton, dated December 15, 2015(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 18, 2015).+ 10.33 Retirement Agreement and General Release, between Mondelēz International Holdings LLC and Gustavo H. Abelenda, dated as ofDecember 31, 2016 (incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed with the SEC onFebruary 24, 2017).+ 10.34 Separation Agreement and General Release, between Mondelēz Global LLC and Roberto de Oliveira Marques, dated May 24, 2017(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 26, 2017).+ 10.35 Form of Indemnification Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.28 to the Registrant’s AnnualReport on Form 10-K filed with the SEC on February 27, 2009).+ 10.36 Indemnification Agreement between the Registrant and Irene B. Rosenfeld, dated January 27, 2009 (incorporated by reference toExhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 2, 2009).+ 10.37 Indemnification Agreement between the Registrant and Dirk Van de Put, dated November 20, 2017.+ 12.1 Computation of Ratios of Earnings to Fixed Charges. 21.1 Subsidiaries of the Registrant. 125 Table of Contents 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. 31.1 Certification of the Registrant’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934,as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Registrant’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, asamended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuantto Section 906 of the Sarbanes-Oxley Act of 2002.101.1 The following materials from Mondelēz International’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017,formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the ConsolidatedStatements of Comprehensive Earnings, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) theConsolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements. *Upon request, Mondelēz International, Inc. agrees to furnish to the U.S. Securities and Exchange Commission, on a supplementalbasis, a copy of any omitted schedule or exhibit to such agreement. **Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and have beenseparately filed with the SEC. +Indicates a management contract or compensatory plan or arrangement.Item 16. Form 10-K SummaryNot applicable. 126 Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized. MONDELĒZ INTERNATIONAL, INC.By: /s/ BRIAN T. GLADDEN (Brian T. Gladden Executive Vice President and Chief Financial Officer)Date: February 9, 2018Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated: Signature Title Date/s/ DIRK VAN DE PUT (Dirk Van de Put) Director andChief Executive Officer February 9, 2018/s/ BRIAN T. GLADDEN (Brian T. Gladden) Executive Vice President andChief Financial Officer February 9, 2018/s/ NELSON URDANETA (Nelson Urdaneta) Vice President,Corporate Controller andChief Accounting Officer February 9, 2018/s/ IRENE B. ROSENFELD Chairman of the Board of Directors February 9, 2018(Irene B. Rosenfeld) /s/ LEWIS W.K. BOOTH (Lewis W.K. Booth) Director February 9, 2018/s/ CHARLES E. BUNCH (Charles E. Bunch) Director February 9, 2018/s/ LOIS D. JULIBER (Lois D. Juliber) Director February 9, 2018/s/ MARK D. KETCHUM (Mark D. Ketchum) Director February 9, 2018/s/ JORGE S. MESQUITA (Jorge S. Mesquita) Director February 9, 2018/s/ JOSEPH NEUBAUER (Joseph Neubauer) Director February 9, 2018/s/ NELSON PELTZ (Nelson Peltz) Director February 9, 2018/s/ FREDRIC G. REYNOLDS (Fredric G. Reynolds) Director February 9, 2018/s/ CHRISTIANA S. SHI (Christiana S. Shi) Director February 9, 2018/s/ PATRICK T. SIEWERT (Patrick T. Siewert) Director February 9, 2018/s/ JEAN-FRANÇOIS M. L. VAN BOXMEER(Jean-François M. L. van Boxmeer) Director February 9, 2018 127 Table of ContentsMondelēz International, Inc. and SubsidiariesValuation and Qualifying AccountsFor the Years Ended December 31, 2017, 2016 and 2015(in millions) Col. A Col. B Col. C Col. D Col. E Additions Balance at Charged to Charged to Balance at Beginning Costs and Other End of Description of Period Expenses Accounts Deductions Period (a) (b) 2017: Allowance for trade receivables $58 $21 $(8) $21 $50 Allowance for other current receivables 93 6 6 7 98 Allowance for long-term receivables 20 (1) 3 1 21 Allowance for deferred taxes 310 549 25 31 853 $481 $575 $26 $60 $1,022 2016: Allowance for trade receivables $54 $18 $(1) $13 $58 Allowance for other current receivables 109 (2) (13) 1 93 Allowance for long-term receivables 16 1 3 – 20 Allowance for deferred taxes 303 67 (28) 32 310 $482 $84 $(39) $46 $481 2015: Allowance for trade receivables $66 $14 $(11) $15 $54 Allowance for other current receivables 91 12 7 1 109 Allowance for long-term receivables 14 5 (3) – 16 Allowance for deferred taxes 345 46 (35) 53 303 $516 $77 $(42) $69 $482 Notes:(a)Primarily related to divestitures, acquisitions and currency translation.(b)Represents charges for which allowances were created. S-1 Exhibit 10.13MONDELĒZ INTERNATIONAL, INC.AMENDED AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN(Amended and Restated as of February 3, 2017)GLOBAL DEFERRED STOCK UNIT AGREEMENTMONDELĒZ INTERNATIONAL, INC., a Virginia corporation (the “Company”), hereby grants to the employee (the “Employee”) named in the awardstatement provided to the Employee (the “Award Statement”) as of the date set forth in the Award Statement (the “Grant Date”) pursuant to the provisions ofthe Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, as amended from time to time (the “Plan”), Deferred Stock Units(the “Grant”) representing a right to receive a corresponding number of shares of Common Stock of the Company set forth in the Award Statement, upon andsubject to the restrictions, terms and conditions set forth below (including the country-specific terms set forth in the attached Appendix A), in the AwardStatement and in the Plan. Capitalized terms not otherwise defined in this Global Deferred Stock Unit Agreement (this “Agreement”) shall have the samemeaning as defined under the Plan. All references to action of or approval by the Committee shall be deemed to include action of or approval by any otherperson(s) to whom the Committee has delegated authority to act.The Grant is subject to the following terms and conditions (including the country-specific terms set forth in Appendix A to this Agreement):The Employee must either execute and deliver an acceptance of the terms set forth in this Agreement or electronically accept the terms set forth inthis Agreement, in the manner and within a period specified by the Committee. The Committee may, in its sole discretion, cancel the Deferred StockUnits if the Employee fails to accept this Agreement and related documents within the specified period or using the procedures for acceptanceestablished by the Committee.1. Restrictions. Except as expressly provided in this Agreement, the restrictions on the Deferred Stock Units shall lapse and the Deferred Stock Unitsshall vest on the Vesting Date shown in the Award Statement (the “Vesting Date”), provided that the Employee remains an active employee of the MondelēzGroup during the entire period commencing on the Grant Date and ending on the Vesting Date.2. Termination of Employment Before Vesting Date. Unless determined otherwise by the Committee or except as expressly provided in this Agreement,if the Employee terminated employment with the Mondelēz Group prior to the Vesting Date, the Employee shall forfeit all rights to the Deferred Stock Unitsand the shares of Common Stock underlying the Deferred Stock Units. If the Employee terminates employment with the Mondelēz Group prior to the VestingDate due to:(a) the Employee’s death or Disability (as defined below in Section 21), the restrictions on the Deferred Stock Units shall lapse and the DeferredStock Units shall become fully vested on the date of death or Disability; or(b) upon the Employee’s Retirement (as defined below in Section 21), or as otherwise determined by the Committee, and provided the DeferredStock Units are not otherwise accounted for, or included in, the Employee’s severance or retirement arrangement with the Mondelēz Group and the Employeetimely executes a general release and waiver of claims in a form and manner determined by the Company in its sole discretion, then the Deferred Stock Unitswill vest on a pro-rata basis. The proration amount will be a fraction, the numerator of which is the number of months (excluding the month of the Grant Dateand including partial months thereafter, rounded up to the next whole month) the Employee was actively employed by the Mondelēz Group during thevesting period and the denominator of which is the total number of months in the vesting period. 1 For purposes of this Agreement, the Employee’s employment shall be deemed to be terminated when he or she is no longer actively employed by theMondelēz Group (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in thejurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any). The Employee shall not be considered activelyemployed during any period for which he or she is receiving, or is eligible to receive, salary continuation, notice period or garden leave payments, or othercomparable benefits or through other such arrangements that may be entered into that give rise to separation or notice pay. The Committee shall have theexclusive discretion to determine when the Employee is no longer actively employed for purposes of the Deferred Stock Units. Unless otherwise determinedby the Committee, leaves of absence shall not constitute a termination of employment for purposes of this Agreement.3. Voting and Dividend Rights. The Employee does not have the right to vote the Deferred Stock Units or receive dividends or dividend equivalentsprior to the date, if any, such Deferred Stock Units vest and are paid to the Employee in the form of Common Stock pursuant to the terms hereof. However, theEmployee shall receive cash payments (less applicable Tax-Related Items (as defined below)) in lieu of dividends otherwise payable with respect to shares ofCommon Stock equal in number to the Deferred Stock Units that have not been forfeited, as such dividends are paid.4. Transfer Restrictions. This Grant and the Deferred Stock Units are non-transferable and may not be assigned, hypothecated or otherwise pledged andshall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, theGrant shall immediately become null and void and the Deferred Stock Units shall be forfeited. These restrictions shall not apply, however, to any paymentsreceived pursuant to Section 8 below.5. Withholding Taxes. The Employee acknowledges that regardless of any action taken by the Company or, if different, the Employee’s employer (the“Employer”), the ultimate liability for all income tax, social security, payroll tax, fringe benefits tax, payment on account or other tax-related items related tothe Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer, in their discretion, to be anappropriate charge to the Employee even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains his or her responsibilityand may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer(a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Deferred Stock Units,including the grant, vesting or payment of this Grant, the receipt of any dividends or cash payments in lieu of dividends, or the subsequent sale of shares ofCommon Stock; and (b) do not commit to and are under no obligation to structure the terms of the grant of the Deferred Stock Units or any aspect of theEmployee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or achieve any particular tax result. Further, if theEmployee becomes subject to any Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company and/or the Employer (orformer employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction.The Employee acknowledges and agrees that the Company may refuse to issue or deliver shares of Common Stock upon vesting of the Deferred StockUnits if Employee fails to comply with his or her Tax-Related Items obligations or the Company has not received payment in a form acceptable to theCompany for all applicable Tax-Related Items, as well as amounts due to the Company as “theoretical taxes”, if applicable, pursuant to the then-currentinternational assignment and tax and/or social insurance equalization policies and procedures of the Mondelēz Group, or arrangements satisfactory to theCompany for the payment thereof have been made. 2 In this regard, the Employee authorizes the Company and/or the Employer, in their sole discretion and without any notice or further authorization bythe Employee, to satisfy any applicable withholding obligations with regard to all Tax-Related Items legally due by the Employee (or otherwise due by theEmployee as set forth in this Section 5) and any theoretical taxes from the Employee’s wages or other cash compensation paid by the Company and/or theEmployer or from proceeds of the sale of the shares of Common Stock issued upon vesting of the Deferred Stock Units. Alternatively, or in addition, theCompany may (i) deduct the number of Deferred Stock Units having an aggregate value equal to the amount of Tax-Related Items and any theoretical taxesdue from the total number of Deferred Stock Units awarded, vested, paid or otherwise becoming subject to current taxation; (ii) instruct the broker it hasselected for this purpose (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization without further consent) to sell any sharesof Common Stock that the Employee acquires upon vesting of the Deferred Stock Units to meet the Tax-Related Items withholding obligation and anytheoretical taxes, except to the extent that such a sale would violate any U.S. federal securities law or other applicable law; and/or (iii) satisfy the Tax-RelatedItems and any theoretical taxes arising from the granting or vesting of this Grant, as the case may be, through any other method established by the Company.Notwithstanding the foregoing, if the Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act , the Company will withhold inDeferred Stock Units upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any requiredwithholding. Finally, the Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items and any theoretical taxes that theCompany or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by themeans previously described.Depending upon the withholding method, the Company may withhold or account for Tax-Related Items and any theoretical taxes by consideringapplicable minimum statutory withholding amounts (in accordance with Section 14(d) of the Plan) or other applicable withholding rates, includingmaximum applicable rates, in which case the Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to theequivalent shares of Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in Deferred Stock Units, for tax purposes, theEmployee is deemed to have been issued the full number of shares of Common Stock underlying the Grant, notwithstanding that a number of Deferred StockUnits are held back solely for the purpose of paying the Tax-Related Items and/or any theoretical taxes due as a result of any aspect of the Employee’sparticipation in the Plan.6. Death of Employee. If any of the Deferred Stock Units shall vest upon the death of the Employee, any Common Stock received in payment of thevested Deferred Stock Units shall be registered in the name of and delivered to the estate of the Employee.7. Payment of Deferred Stock Units. Each Deferred Stock Unit granted pursuant to this Grant represents an unfunded and unsecured promise of theCompany to issue to the Employee, on or as soon as practicable, but not later than 30 days, after the date the Deferred Stock Units vest pursuant to Section 1or 2 and otherwise subject to the terms of this Agreement (including the country-specific terms set forth in Appendix A to this Agreement), the value of oneshare of the Common Stock. Except as otherwise expressly provided and subject to the terms of this Agreement (including Appendix A hereto), such issuanceshall be made to the Employee (or, in the event of his or her death to the Employee’s estate or beneficiary as provided above) in the form of Common Stock assoon as practicable following the vesting of the Deferred Stock Units pursuant to Section 1 or 2. 3 8. Special Payment Provisions. Notwithstanding anything in this Agreement to the contrary, if the Employee (i) is subject to U.S. federal income tax onany part of the payment of the Deferred Stock Units, (ii) is a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Internal Revenue Code(the “Code”), and (iii) will become eligible for Retirement (A) for Deferred Stock Units with a Vesting Date between January 1 and March 15, before thecalendar year preceding the Vesting Date and (B) for Deferred Stock Units with a Vesting Date after March 15, before the calendar year in which such VestingDate occurs, then any payment of Deferred Stock Units under Section 7 that is on account of his or her separation from service within the meaning ofSection 409A(a)(2)(A)(i) of the Code shall be delayed until six months following such separation from service. In addition, if such an Employee is not vestedin his or her Deferred Stock Units, and the Employee (i) becomes eligible for Retirement while employed by a subsidiary or affiliate of the Company thatwould not be a “service recipient” with respect to the Grant within the meaning of the regulations under Section 409A of the Code or (ii) becomes eligible forRetirement and subsequently transfers to a subsidiary or affiliate of the Company that would not be a “service recipient” with respect to the Grant within themeaning of the regulations under Section 409A of the Code, then the Employee’s Deferred Stock Units shall be paid to the Employee at such time inaccordance with Section 7 (based on the value of shares of Common Stock at the time of payment), subject to a six-month delay from the date treated as aseparation from service within the meaning of Section 409A(a)(2)(A)(i) of the Code.9. Restrictions and Covenants.(a) In addition to such other conditions as may be established by the Company or the Committee, in consideration for making a Grant under the termsof the Plan, the Employee agrees and covenants as follows for a period of twelve (12) months following the date of the Employee’s termination ofemployment from the Mondelēz Group: 1.to protect the Mondelēz Group’s legitimate business interests in its confidential information, trade secrets and goodwill, and to enablethe Mondelēz Group’s ability to reserve these for the exclusive knowledge and use of the Mondelēz Group, which is of great competitiveimportance and commercial value to the Mondelēz Group, the Employee, without the express written permission of the Executive VicePresident of Human Resources of the Company, will not engage in any conduct in which the Employee contributes his/her knowledgeand skills, directly or indirectly, in whole or in part, as an executive, employer, employee, owner, operator, manager, advisor, consultant,agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to a competitor or to an entity engaged in thesame or similar business as the Mondelēz Group, including those engaged in the business of production, sale or marketing of snack foods(including, but not limited to gum, chocolate, confectionary products, biscuits or any other product or service the Employee has reasonto know has been under development by the Mondelēz Group during the Employee’s employment with the Mondelēz Group). TheEmployee will not engage in any activity that may require or inevitably require the Employee’s use or disclosure of the MondelēzGroup’s confidential information, proprietary information and/or trade secrets; 2.to protect the Mondelēz Group’s investment in its employees and to ensure the long-term success of the business, the Employee, withoutthe express written permission of the Executive Vice President of Human Resources of the Company, will not directly or indirectlysolicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Mondelēz Group; and 4 3.to protect the Mondelēz Group’s investment in its development of goodwill and customers and to ensure the long-term success of thebusiness, the Employee will not directly or indirectly solicit (including, but not limited to, e-mail, regular mail, express mail, telephone,fax, instant message, SMS text messaging and social media) or attempt to directly or indirectly solicit, contact or meet with the current orprospective customers of the Mondelēz Group for the purpose of offering or accepting goods or services similar to or competitive withthose offered by the Mondelēz Group.The provisions contained herein in Section 9 are not in lieu of, but are in addition to the continuing obligation of the Employee (which the Employeeacknowledges by accepting any Grant under the Plan) to not use or disclose the Mondelēz Group’s trade secrets or Confidential Information known to theEmployee until any particular trade secret or Confidential Information becomes generally known (through no fault of the Employee), whereupon therestriction on use and disclosure shall cease as to that item. For purposes of this agreement, “Confidential Information” includes, but is not limited to, certainsales, marketing, strategy, financial, product, personnel, manufacturing, technical and other proprietary information and material which are the property of theMondelēz Group. The Employee understands that this list is not exhaustive, and that Confidential Information also includes other information that is markedor otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the contextand circumstances in which the information is known or used.(b) A main purpose of the Plan is to strengthen the alignment of long-term interests between employees and the Mondelēz Group by providing anownership interest in the Company, and to prevent former employees whose interests become adverse to the Company from maintaining that ownershipinterest. By acceptance of any Grant (including the Deferred Stock Units) under the Plan, the Employee acknowledges and agrees that if the Employeebreaches any of the covenants set forth in Section 9(a): 1.all unvested Grants (including any unvested Deferred Stock Units) shall be immediately forfeited; 2.the Company may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid or deferred Grants (includingthe Deferred Stock Units) at any time if the Employee is not in compliance with all terms and conditions set forth in the Plan and thisAgreement including, but not limited to, Section 9(a); 3.the Employee shall repay to the Mondelēz Group the net proceeds of any Plan benefit that occurs at any time after the earlier of thefollowing two dates: (i) the date twelve months immediately preceding any such violation; or (ii) the date six (6) months prior to theEmployee’s termination of employment with the Mondelēz Group. The Employee shall repay to the Mondelēz Group the net proceeds insuch a manner and on such terms and conditions as may be required by the Mondelēz Group, and the Mondelēz Group shall be entitledto set-off against the amount of any such net proceeds any amount owed to the Employee by the Mondelēz Group, to the extent that suchset-off is not inconsistent with Section 409A of the Code or other applicable law. For purposes of this paragraph, net proceeds shall meanthe fair market value of the shares of Common Stock less any Tax-Related Items; and 4.the Mondelēz Group shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or otherequitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing anyactual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or othersecurity as the Employee acknowledges that such breach would cause the Mondelēz Group to suffer irreparable harm. Theaforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. 5 (c) If any provision contained in this Section 9 shall for any reason, whether by application of existing law or law which may develop after theEmployee’s acceptance of a Grant under the Plan be determined by a court of competent jurisdiction to be overly broad as to scope of activity, duration orterritory, the Employee agrees to join the Mondelēz Group in requesting such court to construe such provision by limiting or reducing it so as to beenforceable to the extent compatible with then applicable law.(d) Notwithstanding the foregoing, no section of this Agreement is intended to or shall limit, prevent, impede or interfere with the Employee’snon-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedingsregarding the Mondelēz Group’s past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain amonetary award from a government-administered whistleblower award program for providing information directly to a government agency. The Employeedoes not need prior authorization from the Mondelēz Group to make any such reports or disclosures and is not required to notify the Mondelēz Group that theEmployee has made such reports or disclosures.10. Clawback Policy/ Forfeiture. The Employee understands and agrees that in the Committee’s sole discretion, the Company may cancel all or part ofthe Deferred Stock Units or require repayment by the Employee to the Company of all or part of any cash payment or shares of Common Stock underlyingany vested Deferred Stock Units pursuant to any recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company, including aviolation of Section 9 above, from time to time. In addition, any payments or benefits the Employee may receive hereunder shall be subject to repayment orforfeiture as may be required to comply with the requirements under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act,rules promulgated by the Commission or any other applicable law, including the requirements of the Dodd-Frank Wall Street Reform and ConsumerProtection Act, or any securities exchange on which the Common Stock is listed or traded, as may be in effect from time to time.11. Original Issue or Transfer Taxes. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to the delivery of theshares of Common Stock underlying the vested Deferred Stock Units, except as otherwise provided in Section 5.12. Grant Confers No Rights to Continued Employment. Nothing contained in the Plan or this Agreement (including the country-specific terms setforth in Appendix A to this Agreement) shall give any employee the right to be retained in the employment of any member of the Mondelēz Group, affect theright of any Employer to terminate any employee, or be interpreted as forming or amending an employment or service contract with any member of theMondelēz Group. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of the Employee.13. Nature of the Grant. In accepting the Deferred Stock Units, the Employee acknowledges, understands, and agrees that:(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminatedby the Company at any time, to the extent permitted by the Plan; 6 (b) the Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future Grants, or benefits inlieu of Deferred Stock Units, even if Deferred Stock Units have been granted in the past;(c) all decisions with respect to future Grants, if any, will be at the sole discretion of the Committee;(d) the Employee’s participation in the Plan is voluntary;(e) the Deferred Stock Units and the shares of Common Stock, and the income and value of same, subject to the Deferred Stock Units are notintended to replace any pension rights or compensation;(f) the Grant and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal orexpected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments,holiday pay, bonuses, long-service awards, pension, retirement or welfare benefits or similar mandatory payments;(g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted;(h) unless otherwise agreed with the Company, the Deferred Stock Units and the shares of Common Stock underlying the Deferred Stock Units,and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of anyentity of the Mondelēz Group;(i) the Employee understands and agrees that the Employee should consult with the Employee’s own personal tax, legal and financial advisorsregarding the Employee’s participation in the Plan before taking any action related to the Plan and that the Company is not providing any tax, legal orfinancial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan or Employee’s acquisition or sale ofthe underlying shares of Common Stock;(j) unless otherwise provided in the Plan or by the Company in its discretion, the Grant of Deferred Stock Units and the benefits evidenced bythis Agreement do not create any entitlement to have the Deferred Stock Units or any such benefits transferred to, or assumed by, another company, nor to beexchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and(k) if the Employee is providing services outside the United States: i.the Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same,are not part of normal or expected compensation or salary for any purpose; ii.neither the Company, the Employer nor any member of the Mondelēz Group shall be liable for any foreign exchange ratefluctuation between the Employee’s local currency and the United States Dollar that may affect the value of the Deferred StockUnits or any shares of Common Stock delivered to the Employee upon vesting of the Deferred Stock Units or of any proceedsresulting from the Employee’s sale of such shares; and 7 iii.no claim or entitlement to compensation or damages shall arise from forfeiture of the Deferred Stock Units resulting from thetermination of the Employee’s employment or other service relationship by the Company or the Employer (for any reasonwhatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee isemployed or the terms of his or her employment agreement, if any), and in consideration of the Grant, the Employee agrees not toinstitute any claim against the Mondelēz Group.14. Data Privacy. The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of hisor her personal data as described in this Agreement and any other grant materials (“Data”) by and among the Mondelēz Group for the exclusive purposeof implementing, administering and managing Employee’s participation in the Plan.The Employee understands that the Mondelēz Group may hold certain personal information about him or her, including, but not limited to, theEmployee’s name, home address, email address and telephone number, date of birth, social security, passport or insurance number or other identificationnumber, salary, nationality, job title, any shares of stock or directorships held in the Company, and details of the Deferred Stock Units or any otherentitlement to shares of Common Stock, canceled, exercised, vested, unvested or outstanding in the Employee’s favor, for the exclusive purpose ofimplementing, administering and managing the Plan.The Employee understands that Data will be transferred to UBS Financial Services, Inc. (“UBS”), or such other stock plan service provider as maybe selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. TheEmployee understands that Data may also be transferred to the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP,KPMG LLP or such other public accounting firm that may be engaged by the Company in the future. The Employee understands that the recipients of theData may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws andprotections than Employee’s country. If the Employee resides outside the United States, the Employee understands that he or she may request a list with thenames and addresses of any potential recipients of the Data by contacting the Employee’s local human resources representative. The Employee authorizesthe Company, UBS, PricewaterhouseCoopers LLP and any other possible recipients which may assist the Company (presently or in the future) withimplementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposeof implementing, administering and managing the Employee’s participation in the Plan. The Employee understands that Data will be held only as long asis necessary to implement, administer and manage the Employee’s participation in the Plan. If the Employee resides outside the United States, theEmployee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require anynecessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Employee’s local humanresources representative. Further, the Employee understands that the Employee is providing the consents herein on a purely voluntary basis. If theEmployee does not consent, or if the Employee later seeks to revoke his or her consent, the Employee’s employment status or service with the Employer willnot be affected; the only consequence of refusing or withdrawing the Employee’s consent is that the Company would not be able to grant the EmployeeDeferred Stock Units or other equity awards or administer or maintain such grants. The Employee also understands that the Company has no obligation tosubstitute other forms of grants or compensation in lieu of the Deferred Stock Units as a consequence of the Employee’s refusal or withdrawal of his or herconsent. Therefore, the Employee understands that refusing or withdrawing his or her consent may affect the Employee’s ability to participate in the Plan.For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that he or she maycontact the Employee’s local human resources representative. 8 15. Notices. Any notice required or permitted hereunder shall be (i) given in writing and shall be deemed effectively given upon personal delivery,upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if theparties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such otheraddress as such party may designate in writing from time to time to the other party or (ii) delivered electronically through the Company’s electronic mailsystem (including any notices delivered by a third-party) and shall be deemed effectively given upon such delivery. Any documents required to be given ordelivered to the Employee related to current or future participation in the Plan may also be delivered through electronic means as described in Section 16below.16. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or futureparticipation in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate inthe Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the Company.17. Language. If the Employee has received this Agreement or any other document related to the Plan translated into a language other than English andif the meaning of the translated version is different from the English version, the English version will control.18. Interpretation. The terms and provisions of the Plan (a copy of which will be made available online or furnished to the Employee upon writtenrequest to the Office of the Corporate Secretary, Mondelēz International, Inc., Three Parkway North, Deerfield, Illinois 60015, U.S.A.) are incorporated hereinby reference. To the extent any provision in the Award Statement or this Agreement is inconsistent or in conflict with any term or provision of the Plan, thePlan shall govern. The Committee shall have the right to resolve all questions that may arise in connection with the Grant, including whether the Employee isno longer actively employed. Any interpretation, determination or other action made or taken by the Committee regarding the Plan or this Agreement shallbe final, binding and conclusive.19. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shallbe binding upon and inure to the benefit of any successors or assigns of the Company and any person or persons who shall acquire any rights hereunder inaccordance with this Agreement, the Award Statement or the Plan.20. Entire Agreement; Governing Law. The Award Statement, the Plan and this Agreement constitute the entire agreement of the parties with respect tothe subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Employee with respect to the subjectmatter hereof, and may not be modified adversely to the Employee’s interest except as provided in the Award Statement, the Plan or this Agreement or bymeans of a writing signed by the Company and the Employee. Nothing in the Award Statement, the Plan and this Agreement (except as expressly providedtherein) is intended to confer any rights or remedies on any persons other than the parties. The Award Statement, the Plan and this Agreement are to beconstrued in accordance with and governed by the substantive laws of the Commonwealth of Virginia, U.S.A., without giving effect to any choice of law rulethat would cause the application of the laws of any jurisdiction other than the substantive laws of the Commonwealth of Virginia to the rights and duties ofthe parties. Unless otherwise provided in the Award Statement, the Plan or this Agreement, the Employee is deemed to submit to the exclusive jurisdiction ofthe Commonwealth of Virginia, U.S.A., and agrees that such litigation shall be conducted in the courts of Henrico County, Virginia, or the federal courts forthe United States for the Eastern District of Virginia. This Agreement shall be interpreted and construed in a manner that avoids the imposition of taxes andother penalties under Section 409A of the Code, if applicable, including complying with Section 6(a)(vii) of the Plan in the event of a Change in Control.Notwithstanding the foregoing, under no circumstances shall any member of the Mondelēz Group be responsible for any taxes, penalties, interest or otherlosses or expenses incurred by the Employee due to any failure to comply with Section 409A of the Code. 9 21. Miscellaneous. In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stockdividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stockafter the date of this Grant, the Board of Directors of the Company or the Committee shall make adjustments to the number and kind of shares of CommonStock subject to this Grant, including, but not limited to, the substitution of equity interests in other entities involved in such transactions, to provide forcash payments in lieu of Deferred Stock Units, and to determine whether continued employment with any entity resulting from such a transaction will or willnot be treated as continued employment with any member of the Mondelēz Group, in each case subject to any Board of Directors or Committee actionspecifically addressing any such adjustments, cash payments, or continued employment treatment.For the purposes of this Agreement, (a) the term “Disability” means permanent and total disability as determined under the procedures established bythe Company for purposes of the Plan, and (b) the term “Retirement” means, unless otherwise determined by the Committee in its sole discretion, thetermination of employment on or after the date the Employee is age 55 or older with at least ten (10) or more years of active continuous employment with theMondelēz Group.Notwithstanding the above, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in theEmployee’s jurisdiction that likely would result in the favorable Retirement treatment (as set forth in paragraph 2) that applies to the Deferred Stock Unitsbeing deemed unlawful and/or discriminatory, then the Company will not apply the favorable Retirement treatment at the time of termination and theDeferred Stock Units will be treated as they would under the rules that apply if the Employee’s employment is terminated for reasons other than Retirement,death or Disability.22. Compliance With Law. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from anyregistration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any CommonStock issuable upon settlement of the Deferred Stock Units prior to the completion of any registration or qualification of the shares of Common Stock underany local, state, federal or foreign securities or exchange control law or under rulings or regulations of the Commission or of any other governmentalregulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration,qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Employee understands that the Company is underno obligation to register or qualify the shares of Common Stock with the Commission or any state, provincial or foreign securities commission or to seekapproval or clearance from any governmental authority for the issuance or sale of the shares of Common Stock. Further, the Employee agrees that theCompany shall have unilateral authority to amend the Plan and this Agreement without the Employee’s consent to the extent necessary to comply withsecurities or other laws applicable to the issuance of shares of Common Stock. 10 23. Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severablefrom, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.24. Headings. Headings of paragraphs and sections used in this Agreement are for convenience only and are not part of this Agreement, and must not beused in construing it.25. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Employee’s participation in the Plan, onthe Deferred Stock Units and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable forlegal or administrative reasons and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish theforegoing.26. Insider Trading/Market Abuse Laws. The Employee acknowledges that the Employee is subject to insider trading and/or market abuse laws inapplicable jurisdictions, which affect the Employee’s ability to acquire, sell or attempt to sell shares of Common Stock under the Plan during such times asthe Employee is considered to have “material nonpublic information” or “inside information” (as defined by the laws in the applicable jurisdiction or theEmployee’s country). The Employee also acknowledges that the Employee is subject to the Company’s insider trading policy, and the requirements ofapplicable laws may or may not be consistent with the terms of the Company’s insider trading policy. The Employee acknowledges that it is his or herresponsibility to be informed of and compliant with any such laws, and should speak to his or her personal advisor on this matter.27. Foreign Asset/Account Reporting Requirements. The Employee acknowledges that there may be certain foreign asset and/or account reportingrequirements which may affect the Employee’s ability to acquire or hold shares of Common Stock acquired under the Plan or cash received from participatingin the Plan (including from any dividends paid on shares of Common Stock acquired under the Plan) in a brokerage or bank account outside the Employee’scountry. The Employee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Employee alsomay be required to repatriate sale proceeds or other funds received as a result of the Employee’s participation in the Plan to his or her country through adesignated bank or broker within a certain time after receipt. The Employee acknowledges that it is the Employee’s responsibility to be compliant with suchregulations, and the Employee should consult his or her personal legal advisor for any details.28. Appendix. Notwithstanding any provisions in this Agreement, the Deferred Stock Units shall be subject to any special terms set forth in theAppendix to this Agreement for Employee’s country. Moreover, if Employee relocates to one of the countries included in the Appendix, the special terms forsuch country will apply to Employee, to the extent the Company determines that the application of such terms is necessary or advisable for legal oradministrative reasons. The Appendix constitutes part of this Agreement.29. Waiver. The Employee acknowledges that a waiver by the Company of a breach of any provision of this Agreement shall not operate or beconstrued as a waiver of any other provision of this Agreement or of any subsequent breach by the Employee or any other participant of the Plan. 11 30. Conformity to Securities Laws. The Employee acknowledges that the Award Statement, the Plan and this Agreement are intended to conform to theextent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by theCommission, including, without limitation, Rule 16b-3 under the Exchange Act. Notwithstanding anything herein to the contrary, the Award Statement, thePlan and this Agreement shall be administered, and the Grant is made, only in such a manner as to conform to such laws, rules and regulations. To the extentpermitted by applicable law, the Award Statement, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws,rules and regulations. 12 ***The Employee acknowledges that the Employee has reviewed the Plan, the Award Statement and this Agreement (including any appendiceshereto) in their entirety and fully understands their respective provisions. The Employee agrees to accept as binding, conclusive and final all decisionsor interpretations of the Committee upon any questions arising under the Plan, the Award Statement or this Agreement.IN WITNESS WHEREOF, this Agreement has been executed as of the Grant Date. MONDELĒZ INTERNATIONAL, INC./s/ Carol J. WardCarol J. WardVice President and Corporate Secretary 13 APPENDIX AMONDELĒZ INTERNATIONAL, INC.AMENDED AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN(Amended and Restated as of February 3, 2017)ADDITIONAL TERMS AND CONDITIONS OF THEGLOBAL DEFERRED STOCK UNIT AGREEMENTThis Appendix A includes additional terms and conditions that govern the Deferred Stock Units granted to the Employee under the Plan if he or she residesand/or works in one of the countries listed herein. If the Employee is a citizen or resident (or is considered as such for local law purposes) of a country otherthan the country in which the Employee is currently residing and/or working, or if the Employee transfers to another country after receiving the DeferredStock Units, the Company shall, in its discretion, determine to what extent the special terms and conditions contained herein shall be applicable to theEmployee. Certain capitalized terms used but not defined in this Appendix A have the meanings set forth in the Plan and/or the Global Deferred Stock UnitAgreement (the “Agreement”).This Appendix A also includes information regarding securities, exchange control and certain other issues of which the Employee should be aware withrespect to participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as ofJanuary 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Employee not rely on theinformation in this Appendix A as the only source of information relating to the consequences of his or her participation in the Plan because the informationmay be out of date at the time the Employee vests in the Deferred Stock Units or sells shares of Common Stock acquired under the Plan.In addition, the information contained herein is general in nature and may not apply to the Employee’s particular situation, and the Company is not in aposition to assure the Employee of a particular result. Accordingly, the Employee is advised to seek appropriate professional advice as to how the relevantlaws in his or her country may apply to the Employee’s situation.Finally, if the Employee is a citizen or resident of a country other than the one in which he or she is currently working, transfers employment after theDeferred Stock Units are granted, or is considered a resident of another country for local law purposes, the information contained herein may not beapplicable to the Employee in the same manner.ALGERIATERMS AND CONDITIONSDeferred Stock Units Payable Only in Cash. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement (including paragraph 7of the Agreement), the grant of Deferred Stock Units does not provide any right for the Employee to receive shares of Common Stock upon the Vesting Date.Deferred Stock Units granted to Employees in Algeria shall be paid in cash in an amount equal to the value of the shares of Common Stock on the VestingDate. 14 ARGENTINATERMS AND CONDITIONSRestrictions and Covenants. Notwithstanding anything to the contrary in the Agreement, paragraph 9 of the Agreement will not apply to ArgentinianEmployees.NOTIFICATIONSType of Offering. Neither the grant of Deferred Stock Units, nor the issuance of shares of Common Stock subject to the grant, constitutes a public offering.The offering of the Plan is a private placement and is not subject to the supervision of any Argentine governmental authority.Exchange Control Information. Following the sale of shares of Common Stock acquired under the Plan and/or the receipt of any dividends paid on suchshares of Common Stock, the Employee may be subject to certain restriction in brining such funds back to Argentina. The Argentine bank handling thetransaction may request certain documentation in connection with the request to transfer proceeds into Argentina (e.g., evidence of the sale, proof of thesource of funds used to purchase such shares of Common Stock, etc.).The Employee must comply with any and all Argentine currency exchange restrictions, approvals and reporting requirements in connection with the vestingof Deferred Stock Units.Foreign Asset/Account Reporting Information. The Employee must report holdings of any equity interest in a foreign company (e.g., shares of CommonStock acquired under the Plan) on his or her annual tax return each year.AUSTRALIATERMS AND CONDITIONSAustralian Offer Document. The Employee’s right to participate in the Plan and receive the grant of Deferred Stock Units under the Plan is subject to theterms and conditions as stated in the offer document, the Plan and the Agreement. By accepting the grant of the Deferred Stock Units, the Employeeacknowledges and confirms that the Employee has received these documents.No payment constituting breach of law in Australia. Notwithstanding anything else in the Plan or the Agreement, the Employee will not be entitled to, andshall not claim any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving ofsuch benefits. Further, the Employer is under no obligation to seek or obtain the approval of its shareholders in general meeting for the purpose ofovercoming any such limitation or restriction.NOTIFICATIONSExchange Control Information. Exchange control reporting is required for cash transactions exceeding AUD10,000 and for international fund transfers. If anAustralian bank is assisting with the transaction, the bank will file the report on the Employee’s behalf. 15 Tax Information. The Plan is a plan to which subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).AUSTRIANOTIFICATIONSExchange Control Information. If the Employee holds shares of Common Stock acquired under the Plan or cash (including proceeds from the sale of sharesof Common Stock) outside Austria, the Employee must submit a report to the Austrian National Bank as follows: (i) on a quarterly basis if the value of theshares and cash as of the last day of any given quarter meets or exceeds €30,000,000; the deadline for filing the quarterly report is the 15th day of the monthfollowing the end of the respective quarter and (ii) on an annual basis if the value of the shares and cash as of December 31 meets or exceeds €5,000,000; thedeadline for filing the annual report is January 31 of the following year.When the Employee sells shares of Common Stock acquired under the Plan, the Employee may be required to comply with certain exchange controlobligations if the cash proceeds from the sale are held outside Austria. If the transaction volume of all accounts abroad exceeds €10,000,000, the movementsand balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.BAHRAINNOTIFICATIONSSecurities Notification. The Agreement does not constitute advertising or an offering of securities in Bahrain, nor does it constitute an allotment of securitiesin Bahrain. Any shares of Common Stock issued pursuant to the Deferred Stock Units under the Plan shall be deposited into a brokerage account in theUnited States. In no event will shares of Common Stock be issued or delivered in Bahrain. The issuance of shares of Common Stock pursuant to the DeferredStock Units described herein has not and will not be registered in Bahrain and hence, the shares of Common Stock described herein may not be admitted orused for offering, placement or public circulation in Bahrain. Accordingly, the Employee may not make any public advertising or announcements regardingthe Deferred Stock Units or shares of Common Stock in Bahrain, promote these shares of Common Stock to legal entities or individuals in Bahrain, or sellshares of Common Stock directly to other legal entities or individuals in Bahrain. The Employee acknowledges and agrees that he or she is permitted to sellshares of Common Stock acquired under the Plan through the designated broker appointed under the Plan, if any, provided that the sale of such shares takesplace outside of Bahrain through the facilities of a stock exchange on which the shares of Common Stock are listed (i.e., the NASDAQ Global Select Market).BELGIUMNOTIFICATIONSForeign Asset/Account Reporting Information. The Employee is required to report any securities (e.g., shares of Common Stock acquired under the Plan) orbank accounts established outside of Belgium on his or her annual tax return. In a separate report, Belgium residents are also required to provide the NationalBank of Belgium with the account details of any such foreign accounts (including the account number, bank name and country in which any such accountwas opened). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be,under Kredietcentrales / Centrales des crédits caption. The Employee should consult a personal tax advisor with respect to the applicable reportingobligations. 16 BRAZILTERMS AND CONDITIONSCompliance with Law. By accepting the Deferred Stock Units, the Employee acknowledges that he or she agrees to comply with applicable Brazilian lawsand pay any and all applicable taxes associated with the vesting of the Deferred Stock Units, the receipt of any dividends and the sale of shares of CommonStock acquired under the Plan.Labor Law Acknowledgment. The Employee agrees, for all legal purposes, (i) the benefits provided under the Agreement and the Plan are the result ofcommercial transactions unrelated to the Employee’s employment; (ii) the Agreement and the Plan are not a part of the terms and conditions of theEmployee’s employment; and (iii) the income from the shares of Common Stock associated with the Deferred Stock Units, if any, is not part of theEmployee’s remuneration from employment.NOTIFICATIONSExchange Control Information. If the Employee holds assets and rights outside Brazil with an aggregate value exceeding US$100,000, he or she will berequired to prepare and submit to the Central Bank of Brazil an annual declaration of such assets and rights, including: (i) bank deposits; (ii) loans; (iii)financing transactions; (iv) leases; (v) direct investments; (vi) portfolio investments, including shares of Common Stock acquired under the Plan;(vii) financial derivatives investments; and (viii) other investments, including real estate and other assets. Please note that foreign individuals holdingBrazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquiredsubsequent to the date of admittance as a resident of Brazil. Individuals holding assets and rights outside Brazil valued at less than US$100,000 are notrequired to submit a declaration. Please note that the US$100,000 threshold may be changed annually.Tax on Financial Transaction (IOF). Repatriation of funds (e.g., sale proceeds from the sale of shares of Common Stock and/or dividends) into Brazil andthe conversion of USD into BRL associated with such fund transfers may be subject to the Tax on Financial Transactions. It is the Employee’s responsibilityto comply with any applicable Tax on Financial Transactions arising from his or her participation in the Plan. The Employee should consult with his or herpersonal tax advisor for additional details.BULGARIANOTIFICATIONSExchange Control Information. If the Employee receives a payment related to the Plan in Bulgaria in excess of BGN 100,000 (or its equivalent in anothercurrency, e.g., U.S. dollars), the Employee is required to submit a form with information regarding the source of the income to the bank receiving suchpayment (for statistical purposes) upon transfer or within 30 days of receipt.In addition, the Employee will be required to file statistical forms with the Bulgarian national bank annually regarding his or her receivables in bankaccounts abroad as well as securities held abroad (e.g., shares of Common Stock acquired under the Plan) if the total sum of all such receivables and securitiesequals or exceeds BGN50,000 as of the previous calendar year end. The reports are due by March 31. 17 The Employee should contact his or her bank in Bulgaria for additional information regarding these requirements.CANADATERMS AND CONDITIONSForm of Settlement. Deferred Stock Units granted to employees resident in Canada shall be paid in shares of Common Stock only.Termination of Employment. The following provision supplements paragraph 2 of the Agreement:The Employee’s employment with the Mondelēz Group shall be deemed to be terminated and vesting of the Deferred Stock Units will terminate effective asof the date that is the earliest of: (1) the date the Employee’s employment with the Mondelēz Group is terminated, (2) the date the Employee receives noticeof termination of employment from the Mondelēz Group, or (3) the date the Employee is no longer actively employed or rendering services to the MondelēzGroup; regardless of the reason for such termination and whether or not later found to be invalid or in breach of any applicable law, including Canadianprovincial employment law (including but not limited to statutory law, regulatory law and/or common law) or the terms of the Employee’s employment orservice agreement, if any. The Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed or providingservices and the termination date for purposes of the Agreement.The following provisions apply for Employees resident in Quebec:Data Privacy Notice and Consent. The following provision supplements paragraph 14 of the Agreement:The Employee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel,professional or not, involved in the administration and operation of the Plan. The Employee further authorizes the Mondelēz Group and the administrator ofthe Plan to disclose and discuss the Plan with their advisors. The Employee further authorizes the Mondelēz Group to record such information and to keepsuch information in his or her employee file.Language Consent. The parties acknowledge that it is their express wish that the Agreement, including this Appendix A, as well as all documents, noticesand legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.Consentement relatif à la langue utilisée. Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents,avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.NOTIFICATIONSSecurities Law Information. The Employee is permitted to sell shares of Common Stock acquired under the Plan through the designated broker appointedunder the Plan, if any, provided that the sale of such shares takes place outside Canada through the facilities of a stock exchange on which the shares ofCommon Stock are listed (i.e., the NASDAQ Global Select Market). 18 Foreign Asset/Account Reporting Information. The Employee is required to report any foreign property (including shares of Common Stock) annually onForm T1135 (Foreign Income Verification Statement) if the total cost of the Employee’s foreign property exceeds C$100,000 at any time during the year. Theform must be filed by April 30th of the following year. Foreign property includes shares of Common Stock acquired under the Plan and may include theDeferred Stock Units. The Deferred Stock Units must be reported—generally at a nil cost—if the $100,000 cost threshold is exceeded because of other foreignproperty the Employee holds. If shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB” ) of the shares of Common Stock.The ACB would normally equal the fair market value of the shares of Common Stock at vesting for Deferred Stock Units, but if the Employee owns othershares of Common Stock, this ACB may have to be averaged with the ACB of the other shares of Common Stock. It is the Employee’s responsibility tocomply with applicable reporting obligations.CHILENOTIFICATIONSSecurities Law Information. The offer of Deferred Stock Units constitutes a private offering of securities in Chile effective as of the Grant Date. The offer ofDeferred Stock Units is made subject to general ruling N° 336 of the Chilean Superintendence of Securities and Insurance (“SVS”). The offer refers tosecurities not registered at the securities registry or at the foreign securities registry of the SVS, and, therefore, such securities are not subject to oversight ofthe SVS. Given that the Deferred Stock Units are not registered in Chile, the Company is not required to provide public information about the Deferred StockUnits or the shares of Common Stock in Chile. Unless the Deferred Stock Units and/or the shares of Common Stock are registered with the SVS, a publicoffering of such securities cannot be made in Chile.Esta oferta de Unidades de Acciones Diferidas constituye una oferta privada de valores en Chile y se inicia en la Fecha de la Concesión. Esta oferta deUnidades de Acciones Diferidas se acoge a las disposiciones de la Norma de Carácter General N° 336 de la Superintendencia de Valores y Seguros deChile (“SVS”). Esta oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la SVS, por lo quetales valores no están sujetos a la fiscalización de ésta. Por tratarse las Unidades de Acciones Diferidas de valores no registrados en Chile, no existeobligación por parte de la Compañía de entregar en Chile información pública respecto de las Unidades de Acciones Diferidas o sus Acciones. Estosvalores no podrán ser objeto de oferta pública en Chile mientras no sean inscritos en el Registro de Valores correspondiente.Exchange Control Information. The Employee is not required to repatriate any funds he or she receives with respect to the Deferred Stock Units and/or theshares of Common Stock (e.g., proceeds from the sale of shares of Common Stock or dividends received) to Chile. However, if the Employee decides torepatriate such funds, he or she must do so through the Formal Exchange Market (i.e., a commercial bank or registered foreign exchange office) if the amountof the funds repatriated exceeds US$10,000. Further, if the value of the aggregate investments held by the Employee outside of Chile exceeds US$5,000,000(e.g., shares of Common Stock and cash proceeds acquired under the Plan), the Employee must report the investments annually to the Central Bank usingAnnex 3.1 of Chapter XII of the Foreign Exchange Regulations.Exchange control requirements are subject to change. The Employee should consult with his or her personal legal advisor regarding any exchange controlobligations that may apply in connection with the Deferred Stock Units. 19 Foreign Asset / Account Reporting Information. The Chilean Internal Revenue Service (“CIRS”) requires all taxpayers to provide information annuallyregarding: (i) any taxes paid abroad which they will use as a credit against Chilean income taxes, and (ii) the results of foreign investments on a swornstatement which must be submitted electronically through the CIRS website at www.sii.cl before June 30 of each year.The Employee’s investment in the shares of Common Stock must also be registered with the CIRS for the Employee to be entitled to a foreign tax credit forany tax withheld on dividends abroad, if applicable, and such registration also provides evidence of the acquisition price of the shares of Common Stockwhich the Employee will need when the shares of Common Stock are sold. The Employee should consult with his or her personal legal and tax advisorsregarding how to register with the CIRS.CHINATERMS AND CONDITIONSThe following provisions apply to Employees who are People’s Republic of China nationals working in China, as well as to any individuals who areotherwise subject to applicable exchange controls, as determined by the Company:Settlement of Deferred Stock Units and Sale of Shares. Due to legal restrictions in China, upon the vesting of Deferred Stock Units, the Employeeacknowledges that the Deferred Stock Units may be paid to the Employee in cash rather than shares of Common Stock. If shares of Common Stock are issuedupon vesting of the Deferred Stock Units, in the Company’s sole discretion, the shares may be required to be immediately sold. Thus, as a condition of thegrant of the Deferred Stock Units, the Employee agrees to the immediate sale of any shares of Common Stock issued to Employee upon vesting andsettlement of the Deferred Stock Units. The Employee further agrees that the Company is authorized to instruct its designated broker to assist with anymandatory sale of such shares of Common Stock (on the Employee’s behalf pursuant to this authorization) and the Employee expressly authorizes theCompany’s designated broker to complete the sale of such shares. Upon any such sale of the shares, the proceeds, less any Tax-Related Items and broker’sfees or commissions, will be remitted to the Employee in accordance with any applicable exchange control laws and regulations.In the event that the Employee is not required to sell shares of Common Stock immediately upon vesting, any shares of Common Stock issued to theEmployee must be maintained in an account with UBS Financial Services, Inc. or such other broker as may be designated by the Company until the shares ofCommon Stock are sold through that broker. In addition, the Employee acknowledges and agrees that he or she must sell any shares of Common Stock issuedupon vesting as soon as practicable following the termination of the Employee’s employment or other service relationship with the Mondelēz Group and inno event later than six months following the termination of the Employee’s employment or other service relationship with the Mondelēz Group, or withinany other such time frame as may be required by SAFE.Exchange Control Restrictions. The Employee understands and agrees that, due to exchange control laws in China, he or she will be required toimmediately repatriate to China the sale of shares of Common Stock acquired from the Deferred Stock Units and any dividend equivalents paid to theEmployee in cash. The Employee further understands that, under local law, such repatriation of the cash proceeds will be effected through a special exchangecontrol account established by a member of the Mondelēz Group and the Employee hereby consents and agrees that the proceeds from the sale of shares ofCommon Stock acquired from the Deferred Stock Units and any dividend equivalents paid to the Employee in cash will be transferred to such special accountprior to being delivered to him or her. The proceeds may be paid in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid in U.S.dollars, the Employee acknowledges that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be delivered to thisaccount. If the proceeds are converted to local currency, the Employee acknowledges that the Mondelēz Group is under no obligation to secure any currencyconversion rate and may face delays in converting the proceeds to local currency due to exchange control restrictions in China. The Employee agrees to bearany currency fluctuation risk between the date the shares of Common Stock acquired from the Deferred Stock Units are sold and any dividend equivalents arepaid and the time that (i) the Tax-Related Items are converted to local currency and remitted to the tax authorities and (ii) net proceeds are converted to localcurrency and distributed to the Employee. The Employee acknowledges that the Mondelēz Group will not be held liable for any delay in delivering theproceeds to the Employee. The Employee agrees to sign any agreements, forms and/or consents that may be requested by the Company or the Company’sdesignated broker to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds. 20 The Employee further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance withexchange control requirements in China. For Deferred Stock Units, these additional requirements may include, but are not limited to, a requirement tomaintain any shares of Common Stock acquired from the Deferred Stock Units in an account with a Company-designated broker and/or to sell any shares ofCommon Stock that the Employee receives upon vesting of the Deferred Stock Units (as explained above) or upon termination of the Employee’s servicewith the Mondelēz Group.Foreign Asset/Account Reporting Information. Chinese residents may be required to report to the SAFE all details of their foreign financial assets andliabilities, as well as details of any economic transactions conducted with non-Chinese residents.COLOMBIATERMS AND CONDITIONSLabor Law Acknowledgement. The following provision supplements the acknowledgments contained in paragraph 12 of the Agreement:The Employee acknowledges that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of theEmployee’s “salary” for any legal purpose. Therefore, they will not be included and/or considered for purposes of calculating any and all labor benefits, suchas legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount which may be payable.NOTIFICATIONSSecurities Law Information. The shares of Common Stock are not and will not be registered in the Colombian registry of publicly traded securities (RegistroNacional de Valores y Emisores) and therefore the shares of Common Stock may not be offered to the public in Colombia. Nothing in this document shouldbe construed as the making of a public offer of securities in Colombia.Exchange Control Information. Investments in assets located outside Colombia (including shares of the Company’s Common Stock) are subject toregistration with the Central Bank (Banco de la República) if the aggregate value of the investments is US$500,000 or more (as of December 31 of theapplicable calendar year). Further, upon the sale of shares that the Employee has registered with the Central Bank, the Employee must cancel the registrationby March 31 of the following year. The Employee may be subject to fines for failing to cancel the registration. 21 If funds are remitted from Colombia through an authorized local financial institution, the authorized financial institution will automatically register theinvestment.COSTA RICAThere are no country specific provisions.CZECH REPUBLICTERMS AND CONDITIONSMiscellaneous. The following provision replaces paragraph 21 of the Agreement:In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend, stock split, reversestock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock after the date of this Grant, theBoard of Directors of the Company or the Committee shall make adjustments to the number and kind of shares of Common Stock subject to this Grant,including, but not limited to, the substitution of equity interests in other entities involved in such transactions, to provide for cash payments in lieu ofDeferred Stock Units, and to determine whether continued employment with any entity resulting from such a transaction will or will not be treated ascontinued employment with any member of the Mondelēz Group, in each case subject to any Board of Directors or Committee action specifically addressingany such adjustments, cash payments, or continued employment treatment.For purposes of this Agreement, (a) the term “Disability” means permanent and total disability as determined under procedures established by the Companyfor purposes of the Plan, and (b) the term “Retirement” means, unless otherwise determined by the Committee in its sole discretion, retirement from activeemployment under a pension plan of the Mondelēz Group, an employment contract with any member of the Mondelēz Group, or a local labor contract, on orafter the date specified as normal retirement age in the pension plan or employment contract, if any, under which the Employee is at that time accruingpension benefits for his or her current service (or, in the absence of a specified normal retirement age, the age at which pension benefits under such plan orcontract become payable without reduction for early commencement and without any requirement of a particular period of prior service).NOTIFICATIONSExchange Control Information. The Czech National bank may require the Employee to fulfill certain notification duties in relation to the acquisition ofCommon Stock and the opening and maintenance of a foreign account. In addition, the Employee may need to report the following even in the absence of arequest from the Czech National bank: foreign direct investments with a value of CZK 2,500,000 or more in the aggregate or other foreign financial assetswith a value of CZK 200,000,000 or more. Because exchange control regulations change frequently and without notice, the Employee should consult his orher personal legal advisor prior to the vesting of Deferred Stock Units, sale of Common Stock and before opening any foreign accounts in connection withthe Plan to ensure compliance with current regulations. It is the Employee’s responsibility to comply with any applicable Czech exchange control laws. 22 DENMARKNOTIFICATIONSExchange Control Information. If the Employee establishes an account holding shares or an account holding cash outside Denmark, he or she must reportthe account to the Danish Tax Administration. The form which should be used in this respect can be obtained from a local bank. (These obligations areseparate from and in addition to the obligations described below.)Securities/Foreign Asset/Account Reporting Information. If the Employee holds shares acquired under the Plan in a brokerage account with a broker orbank outside Denmark, he or she is required to inform the Danish Tax Administration about the account. For this purpose, the Employee must file a Form V(Erklaering V) with the Danish Tax Administration. Both the Employee and the broker or bank must sign the Form V. By signing the Form V, the broker orbank undertakes an obligation, without further request each year and not later than on February 1 of the year following the calendar year to which theinformation relates, to forward information to the Danish Tax Administration concerning the shares of Common Stock in the account. In the event that theapplicable broker or bank with which the account is held does not wish to, or, pursuant to the laws of the country in question, is not allowed to assume suchobligation to report, the Employee acknowledges that he or she is solely responsible for providing certain details regarding the foreign brokerage accountand shares of Common Stock deposited therein to the Danish Tax Administration as part of his or her annual income tax return. By signing the Form V, theEmployee authorizes the Danish Tax Administration to examine the account.In addition, if the Employee opens a brokerage account (or a deposit account with a U.S. bank) for the purpose of holding cash outside Denmark, he or she isalso required to inform the Danish Tax Administration about this account. To do so, the Employee must file a Form K (Erklaering K) with the Danish TaxAdministration. The Form K must be signed both by the Employee and by the applicable broker or bank where the account is held, unless an exemption fromthe broker/bank signature requirement is granted by the Danish Tax Administration. It is possible to seek the exemption on the Form K, which the Employeecan do at the time he or she submits the Form K. By signing the Form K, the broker or bank undertakes an obligation, without further request each year andnot later than on February 1 of the year following the calendar year to which the information relates, to forward information to the Danish Tax Administrationconcerning the content of the deposit account. In the event that the applicable financial institution (broker or bank) with which the account is held, does notwish to, or, pursuant to the laws of the country in question, is not allowed to assume such obligation to report, the Employee acknowledges that he or she issolely responsible for providing certain details regarding the foreign brokerage or bank account to the Danish Tax Administration as part of the Employee’sannual income tax return. By signing the Form K, the Employee authorizes the Danish Tax Administration to examine the account.ECUADORThere are no country specific provisions.EGYPTNOTIFICATIONSExchange Control Information. If the Employee transfers funds into or out of Egypt in connection with the Deferred Stock Units, the Employee is requiredto transfer the funds through a registered bank in Egypt.FINLANDThere are no country specific provisions. 23 FRANCETERMS AND CONDITIONSConsent to Receive Information in English. By accepting the Grant, the Employee confirms having read and understood the Plan and Agreement, includingall terms and conditions included therein, which were provided in the English language. The Employee accepts the terms of those documents accordingly.En acceptant cette attribution, le Employé confirme avoir lu et compris le Plan et le Contrat y relatifs, incluant tous leurs termes et conditions, qui ont ététransmis en langue anglaise. Le Employé accepte les dispositions de ces documents en connaissance de cause.NOTIFICATIONSForeign Asset/Account Reporting Information. If the Employee holds shares of Common Stock outside France or maintains a foreign bank account, he orshe is required to report such to the French tax authorities when filing his or her annual tax return. Failure to comply could trigger significant penalties.Further, French residents with foreign account balances exceeding €1,000,000 may have additional monthly reporting obligations.GERMANYTERMS AND CONDITIONSMiscellaneous. The following provision replaces paragraph 21 of the Agreement:In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend, stock split, reversestock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock after the date of this Grant, theBoard of Directors of the Company or the Committee shall make adjustments to the number and kind of shares of Common Stock subject to this Grant,including, but not limited to, the substitution of equity interests in other entities involved in such transactions, to provide for cash payments in lieu ofDeferred Stock Units, and to determine whether continued employment with any entity resulting from such a transaction will or will not be treated ascontinued employment with any member of the Mondelēz Group, in each case subject to any Board of Directors or Committee action specifically addressingany such adjustments, cash payments, or continued employment treatment.For purposes of this Agreement, (a) the term “Disability” means permanent and total disability as determined under procedures established by the Companyfor purposes of the Plan, and (b) the term “Retirement” means, unless otherwise determined by the Committee in its sole discretion, retirement from activeemployment under a pension plan of the Mondelēz Group, an employment contract with any member of the Mondelēz Group, or a local labor contract, on orafter the date specified as normal retirement age in the pension plan or employment contract, if any, under which the Employee is at that time accruingpension benefits for his or her current service (or, in the absence of a specified normal retirement age, the age at which pension benefits under such plan orcontract become payable without reduction for early commencement and without any requirement of a particular period of prior service). 24 NOTIFICATIONSExchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. In case of payments inconnection with securities (including proceeds realized upon the sale of shares of Common Stock), the report must be made by the 5th day of the monthfollowing the month in which the payment was received. The report must be filed electronically. The form of report (“Allgemeine Meldeportal Statistik”) canbe accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The Employee is responsible for satisfying thereporting obligation.GHANANOTIFICATIONSExchange Control Information. Foreign exchange transfers out of Ghana are limited to US$10,000 annually. The Employee should consult his or her legaladvisor to ensure compliance with current regulations. It is the Employee’s responsibility to comply with Ghana exchange control laws.GREECEThere are no country specific provisions.HONDURASThere are no country specific provisions.HONG KONGTERMS AND CONDITIONSWarning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Employee is advised to exercise caution inrelation to the offer. If the Employee is in any doubt about any of the contents of the Agreement, including this Appendix, or the Plan, the Employee shouldobtain independent professional advice. The Deferred Stock Units and any shares of Common Stock issued pursuant to the grant do not constitute a publicoffering of securities under Hong Kong law and are available only to employees of the Mondelēz Group. The Agreement, including this Appendix, the Planand other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a publicoffering of securities under the applicable securities legislation in Hong Kong. The Deferred Stock Units and any related documentation are intended onlyfor the personal use of each eligible employee of the Mondelēz Group and may not be distributed to any other person.Form of Settlement. Deferred Stock Units granted to employees resident in Hong Kong shall be paid in shares of Common Stock only.Sale of Shares. Shares of Common Stock received under the Plan are accepted as a personal investment. In the event the Deferred Stock Units vest and sharesof Common Stock are issued to the Employee within six months of the Grant Date, the Employee agrees that he or she will not dispose of the shares ofCommon Stock acquired prior to the six-month anniversary of the Grant Date.HUNGARYThere are no country specific provisions. 25 INDIATERMS AND CONDITIONSExchange Control Restrictions. The Employee must repatriate any cash dividends paid on shares of Common Stock within one-hundred eighty (180) daysand all proceeds received from the sale of shares of Common Stock to India within ninety (90) days of receipt. The Employee must maintain the foreigninward remittance certificate received from the bank where the foreign currency is deposited in the event that the Reserve Bank of India or the Employerrequests proof of repatriation. It is the Employee’s responsibility to comply with applicable exchange control laws in India.Foreign Asset/Account Reporting Information. The Employee is required to declare foreign bank accounts and any foreign financial assets (includingshares of Common Stock held outside India) in his or her annual tax return. It is the Employee’s responsibility to comply with this reporting obligation andthe Employee should consult with his or her personal tax advisor in this regard.INDONESIANOTIFICATIONSExchange Control Information. Indonesian residents must provide the Indonesian central bank, Bank Indonesia, with information on foreign exchangeactivities on an online monthly report no later than the fifteenth day of the following month.In addition, if the Employee remits funds into or out of Indonesia, the Indonesian bank through which the transaction is made will submit a report on thetransaction to the Bank Indonesia for statistical reporting purposes. For transactions of USD $10,000 or more, a description of the transaction must beincluded in the report. Although the bank through which the transaction is made is required to make the report, the Employee must complete a “TransferReport Form.” The Transfer Report Form will be provided to the Employee by the bank through which the transaction is made.IRELANDTERMS AND CONDITIONSMiscellaneous. The following provision replaces paragraph 21 of the Agreement:In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend, stock split, reversestock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock after the date of this Grant, theBoard of Directors of the Company or the Committee shall make adjustments to the number and kind of shares of Common Stock subject to this Grant,including, but not limited to, the substitution of equity interests in other entities involved in such transactions, to provide for cash payments in lieu ofDeferred Stock Units, and to determine whether continued employment with any entity resulting from such a transaction will or will not be treated ascontinued employment with any member of the Mondelēz Group, in each case subject to any Board of Directors or Committee action specifically addressingany such adjustments, cash payments, or continued employment treatment. 26 For purposes of this Agreement, (a) the term “Disability” means permanent and total disability as determined under procedures established by the Companyfor purposes of the Plan, and (b) the term “Retirement” means, unless otherwise determined by the Committee in its sole discretion, retirement from activeemployment under a pension plan of the Mondelēz Group, an employment contract with any member of the Mondelēz Group, or a local labor contract, on orafter the date specified as normal retirement age in the pension plan or employment contract, if any, under which the Employee is at that time accruingpension benefits for his or her current service (or, in the absence of a specified normal retirement age, the age at which pension benefits under such plan orcontract become payable without reduction for early commencement and without any requirement of a particular period of prior service).NOTIFICATIONSDirector Notification Requirement. If the Employee is a director, shadow director or secretary of an Irish subsidiary or affiliate, the Employee must notify theIrish subsidiary or affiliate in writing if (1) the Employee receives or disposes of an interest exceeding 1% of the Company (e.g., Deferred Stock Units, sharesof Common Stock, etc.), (2) the Employee becomes aware of an event giving rise to a notification requirement, or (3) the Employee becomes a director orsecretary if such an interest exists at that time. This notification requirement also applies with respect to the interests of a spouse or children under the age of18 (whose interests will be attributed to the director, shadow director or secretary).ITALYTERMS AND CONDITIONSData Privacy Notice. The following provision replaces in its entirety paragraph 14 of the Agreement:The Employee understands that the Mondelēz Group may hold certain personal information about the Employee, including, but not limited to, theEmployee’s name, home address, email address and telephone number, date of birth, social insurance (to the extent permitted under Italian law), passportor other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Mondelēz Group, details of allDeferred Stock Units or other entitlement to shares of Common Stock granted, canceled, exercised, vested, unvested or outstanding in the Employee’sfavor, for the exclusive purpose of implementing, managing and administering the Plan (“Data”).The Employee also understands that providing the Company with Data is necessary for the performance of the Plan and that the Employee’s refusal toprovide such Data would make it impossible for the Company to perform its contractual obligations and may affect the Employee’s ability to participate inthe Plan. The Controller of personal data processing is Mondelēz International, Inc., with registered offices at Three Parkway North, Deerfield, Illinois60015, United States of America, and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is, Mondelēz Italia S.r.L. Via Nizzoli, 3,Milano, Italy 20147.The Employee understands that Data will not be publicized, but it may be transferred to banks, other financial institutions or brokers involved in themanagement and administration of the Plan. The Employee understands that Data may also be transferred to the Company’s independent registeredpublic accounting firm, PricewaterhouseCoopers LLP, KPMG LLP or such other public accounting firm that may be engaged by the Company in thefuture. The Employee understands that Data may also be transferred to the Company’s stock plan service provider, UBS Financial Services, Inc., or suchother administrator that may be engaged by the Company in the future. The Employee further understands that the Mondelēz Group will transfer Dataamong themselves as necessary for the purpose of implementing, administering and managing the Employee’s participation in the Plan, and that theMondelēz Group may further transfer Data to third parties assisting the Company in the implementation, administration and management of the Plan,including any requisite transfer of Data to a broker or other third party with whom the Employee may elect to deposit any shares of Common Stockacquired at vesting of the Deferred Stock Units. Such recipients may receive, possess, use, retain and transfer Data in electronic or other form, for thepurposes of implementing, administering and managing the Employee’s participation in the Plan. The Employee understands that these recipients may belocated in or outside the European Economic Area, such as in the United States or elsewhere. Should the Company exercise its discretion in suspending allnecessary legal obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all thenecessary legal obligations connected with the management and administration of the Plan. 27 The Employee understands that Data-processing related to the purposes specified above shall take place under automated or non-automated conditions,anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set forth byapplicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.The processing activity, including communication, the transfer of Data abroad, including outside the European Economic Area, as herein specified andpursuant to applicable laws and regulations, does not require the Employee’s consent thereto as the processing is necessary to performance of contractualobligations related to implementation, administration and management of the Plan. The Employee understands that, pursuant to Section 7 of theLegislative Decree no. 196/2003, the Employee has the right to, including but not limited to, access, delete, update, correct or terminate, for legitimatereason, the Data processing. Furthermore, the Employee is aware that Data will not be used for direct marketing purposes. In addition, Data provided canbe reviewed and questions or complaints can be addressed by contacting the Employee’s local human resources representative.Plan Document Acknowledgment. In accepting the grant of Deferred Stock Units, the Employee acknowledges that he or she has received a copy of the Planand the Agreement and has reviewed the Plan and the Agreement, including this Appendix A, in their entirety and fully understands and accepts allprovisions of the Plan and the Agreement, including this Appendix A.The Employee further acknowledges that he or she has read and specifically and expressly approves the following paragraphs of the Global Deferred StockUnit Agreement: paragraph 1 on Restrictions; paragraph 2 on Termination of Employment Before Vesting Date; paragraph 4 on Transfer Restrictions;paragraph 5 on Withholding Taxes; paragraph 6 on Death of Employee; paragraph 7 on Payment of Deferred Stock Units; paragraph 12 on Grant Confers NoRights to Continued Employment; paragraph 13 on the Nature of the Grant; paragraph 16 on Electronic Delivery and Acceptance; paragraph 17 onLanguage; paragraph 20 on Entire Agreement;Governing Law; paragraph 21 on Miscellaneous; paragraph 22 on Compliance With Law; paragraph 25 onImposition of Other Requirements; paragraph 26 on Insider Trading/Market Abuse Laws; paragraph 28 on Waiver; and the Data Privacy Notice included inthis Appendix A.NOTIFICATIONSForeign Asset/Account Reporting Information. Italian residents who, during the fiscal year, hold investments abroad or foreign financial assets (e.g., cash,shares of Common Stock, Deferred Stock Units) which may generate income taxable in Italy are required to report such on their annual tax returns (UNICOForm, RW Schedule) or on a special form if no tax return is due. The same reporting obligations apply to Italian residents who, even if they do not directlyhold investments abroad or foreign financial assets (e.g., cash, shares of Common Stock, Deferred Stock Units), are beneficial owners of the investmentpursuant to Italian money laundering provisions. 28 Foreign Financial Assets Tax. The fair market value of any shares of Common Stock held outside Italy is subject to a foreign assets tax. The fair marketvalue is considered to be the value of the shares of Common Stock on the NASDAQ Global Select Market on December 31 of each year or on the last day theEmployee held the shares (in such case, or when the shares of Common Stock are acquired during the course of the year, the tax is levied in proportion to theactual days of holding over the calendar year). The Employee should consult with his or her personal tax advisor about the foreign financial assets tax.JAPANNOTIFICATIONSExchange Control Information. If the Employee acquires shares of Common Stock valued at more than ¥100,000,000 in a single transaction, the Employeemust file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of the shares of CommonStock.Foreign Asset/Account Reporting Information. The Employee will be required to report details of any assets held outside Japan as of December 31st(including any shares of Common Stock acquired under the Plan) to the extent such assets have a total net fair market value exceeding ¥50,000,000. Suchreport will be due by March 15th each year. The Employee should consult with his or her personal tax advisor as to whether the reporting obligation appliesto the Employee and whether the Employee will be required to include details of any outstanding Deferred Stock Units, shares of Common Stock or cash heldby the Employee in the report.KENYATax Registration Notification. Under Tax Procedure Act, 2015, the Employee is required to complete and submit a tax registration application to theCommissioner of Income Tax within 30 days of first vesting in the Deferred Stock Units. The registration should be completed through the online portal “ITAX” and is a one-time only registration. The Employee is solely responsible for ensuring compliance with all registration requirements in Kenya.LEBANONSecurities Law Information. The Plan does not constitute the marketing or offering of securities in Lebanon pursuant to Law No. 161 (2011), the CapitalMarkets Law. Offerings under the Plan are being made only to eligible employees of the Mondelēz Group.LITHUANIAThere are no country specific provisions. 29 MALAYSIATERMS AND CONDITIONSData Privacy Notice. The following provision replaces in its entirety paragraph 14 of the Agreement: The Employee explicitly and unambiguously consents to the collection, useand transfer, in electronic or other form, of the Employee’s personal data asdescribed in this Agreement and any other Deferred Stock Unit grant materials(“Data”) by and among, as applicable, the Employer and the Mondelēz Groupfor the exclusive purpose of implementing, administering and managing theEmployee’s participation in the Plan. The Data is supplied by the Employerand also by the Employee through information collected in connection withthe Agreement and the Plan. The Employee understands that the Company and the Employer may holdcertain personal information about the Employee, including, but not limitedto, the Employee’s name, home address, email address and telephone number,date of birth, social insurance number, passport or other identificationnumber, salary, nationality, job title, any shares of stock ordirectorships held in the Company, details of all Deferred Stock Units or anyother entitlement to shares of stock awarded, canceled, exercised, vested,unvested or outstanding in the Employee’s favor, for the exclusive purpose ofimplementing, administering and managing the Plan. The Employee understands that Data will be transferred to UBS FinancialServices, Inc. (“UBS”), or such other stock plan service provider as may beselected by the Company in the future, which is assisting the Company with theimplementation, administration and management of the Plan. The Employeeunderstands that Data may also be transferred to the Company’s independentregistered public accounting firm, PricewaterhouseCoopers LLP, or such otherpublic accounting firm that may be engaged by the Company in the future. TheEmployee understands that the recipients of the Data may be located in theUnited States or elsewhere, and that the recipients’ country (e.g., the UnitedStates) may have different data privacy laws and protections than theEmployee’s country. The Employee understands that the Employee mayrequest a list with the names and addresses of any potential recipients of theData by contacting the Employee’s local human resources representative atMondelez Sales Sdn Bhd, Level 9, 1 First Avenue, 2A, Dataran Bandar Utama,Bandar Utama Damasara, 47800 Petaling Jaya, Selangor, Malaysia. TheEmployee authorizes the Company, UBS and any other possible recipientswhich may assist the Company (presently or in the future) with implementing, Pekerja dengan ini secara eksplisit dan tanpa sebarang keraguanmengizinkan pengumpulan, penggunaan dan pemindahan, dalambentuk elektronik atau lain-lain, data peribadi Pekerja seperti yangditerangkan dalam Perjanjian ini serta mana-mana bahan-bahan geranUnit Saham Tertunda (“Data”) oleh dan di antara, seperti mana yangterpakai, Majikan serta Kumpulan Mondelez untuk tujuan ekslusif bagimelaksanakan, mentadbir dan menguruskan penyertaan Pekerja dalamPelan. Data telah dibekalkan oleh pihak Majikan dan juga olehPekerja melalui informasi yang telah dikumpul berkaitan denganPerjanjian dan Pelan. Pekerja memahami bahawa Syarikat dan Majikan mungkin memegangmaklumat peribadi tertentu tentang Pekerja, termasuk, tetapi tidakterhad kepada, nama Pekerja, alamat rumah dan nombor telefon, almatemal, tarikh lahir, insurans sosial, nombor pasport atau pengenalanlain, gaji, kewarganegaraan, jawatan, apa-apa syer dalam Saham ataujawatan pengarah yang dipegang dalam Syarikat, maklumat berkaitansemua Unit Saham Tertunda atau apa-apa kelayakan lain untuk syerdalam saham yang dianugerahkan, dibatalkan, dilaksanakan, terletakhak, tidak diletak hak ataupun yang belum dijelaskan bagi faedahPekerja, untuk tujuan eksklusif bagi melaksanakan, mentadbir danmenguruskan Pelan tersebut. Pekerja memahami bahawa Data tersebut akan dipindahkan ke UBSFinancial Services, Inc. (“UBS”) atau pembekal perkhidmatan pelansaham lain yang mungkin dipilih oleh Syarikat pada masa hadapan,yang membantu Syarikat melaksanakan, mentadbir dan menguruskanPelan tersebut. Pekerja memahami bahawa Data juga mungkindipindahkan kepada firma akauntansi awam berdaftar bebas Syarikat,PricewaterhouseCoopers LLP, atau firma akauntansi awam lain yangmungkin digunakan oleh Syarikat pada masa hadapan. Pekerja turutmemahami bahawa penerima Data mungkin berada di AmerikaSyarikat atau negara lain dan negara asal penerima Data (contohnya,Amerika Syarikat) mungkin mempunyai undang-undang data peribadiserta perlindungan yang berbeza daripada negara asal Pekerja. Pekerjamemahami bahawa Pekerja boleh meminta satu senarai yangmengandungi nama dan alamat penerima-penerima Data yangberpotensi dengan menghubungi wakil sumber manusia tempatanPekerja di Mondelez Sales Sdn 30 administering and managing the Plan to receive, possess, use, retain andtransfer the Data, in electronic or other form, for the sole purpose ofimplementing, administering and managing the Employee’s participation inthe Plan. The Employee understands that Data will be held only as long as isnecessary to implement, administer and manage the Employee’s participationin the Plan. The Employee understands that the Employee may, at any time,view Data, request additional information about the storage and processing ofData, require any necessary amendments to Data or refuse or withdraw theconsents herein, in any case without cost, by contacting in writing theEmployee’s local human resources representative. Further, the Employeeunderstands that he or she is providing the consents herein on a purelyvoluntary basis. If the Employee does not consent, or if the Employee laterseeks to revoke his or her consent, his or her employment status or service andcareer with the Employer will not be adversely affected; the only consequenceof refusing or withdrawing the Employee’s consent is that the Company wouldnot be able to grant the Employee Deferred Stock Units or other equity awardsor administer or maintain such awards. The Employee also understands thatthe Company has no obligation to substitute other forms of awards orcompensation in lieu of the Deferred Stock Units as a consequence of theEmployee’s refusal or withdrawal of his or her consent. Therefore, theEmployee understands that refusing or withdrawing his or her consent mayaffect the Employee’s ability to participate in the Plan. For more informationon the consequences of the Employee’s refusal to consent or withdrawal ofconsent, the Employee understands that he or she may contact his or her localhuman resources representative. Bhd, Level 9, 1 First Avenue, 2A, Dataran Bandar Utama, BandarUtama Damasara, 47800 Petaling Jaya, Selangor, Malaysia. Pekerjadengan ini membenarkan Syarikat, UBS dan mana-mana pihakyang mungkin menerima Data yang mungkin membantu pihak Syarikat(sekarang atau pada masa hadapan) dengan melaksanakan, mentadbirdan menguruskan Pelan untuk menerima, mempunya, mengguna,menyimpan serta memindah Data tersebut, dalam bentuk elektronikatau lain-lain, bagi tujuan tunggal untuk melaksana, mentadbir danmengurus penyertaan Pekerja dalam Pelan. Pekerja memahami bahawaData hanya akan disimpan untuk tempoh yang diperlukan untukmelaksana, mentadbir, dan mengurus penyertaan Pekerja dalam Pelan.Pekerja memahami bahawa Pekerja boleh, pada bila-bila masa, melihatData, meminta maklumat tambahan mengenai penyimpanan danpemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan keatas Data atau menolak atau menarik balik persetujuan dalam ini,dalam mana-mana kes tanpa sebarang kos, dengan menghubungisecara bertulis wakil sumber manusia tempatannya. Selanjutnya,Pekerja memahami bahawa Pekerja memberikan persetujuan di sinisecara sukarela. Jikalau, Pekerja tidak bersetuju, atau sekiranayaPekerja kemudiannya membatalkan persetujuannya, status pekerjaanatau perkhidmatan dan kerjaya Pekerja dengan Majikan tidak akanterjejas; satu-satunya akibat jika Pekerja tidak bersetuju atau menarikbalik persetujuan Pekerja adalah bahawa Syarikat tidak akan dapatmemberikan kepada Pekerja opsyen atau anugerah-anugerah ekuitiyang lain atau mentadbir atau mengekalkan anugerah tersebut. Pekerjaturut memahami bahawa pihak Syarikat tidak mempunyai sebarangkewajiban untuk menggantikan bentuk anugerah yang lain ataumemberikan sebarang bentuk kompensasi sebagai pengganti opsyendisebabkan keengganan atau penarikan balik persetujuan Pekerja.Oleh kerana itu, Pekerja memahami bahawa keengganan ataupenarikan balik persetujuan Pekerja boleh menjejaskan keupayaanPekerja untuk mengambil bahagian dalam Pelan. Untuk maklumatlanjut mengenai akibat keengganan Pekerja untuk memberikankeizinan atau penarikan balik keizinan, Pekerja memahami bahawaPekerja boleh menghubungi wakil sumber manusia tempatannya. 31 NOTIFICATIONSDirector Notification Obligation. If the Employee is a director of the Company’s Malaysian subsidiary or affiliate, the Employee is subject to certainnotification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian subsidiary or affiliate inwriting when the Employee receives or disposes of an interest (e.g., Deferred Stock Units or shares of Common Stock) in the Company or any relatedcompany. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.MEXICOTERMS AND CONDITIONSLabor Law Policy. In accepting the grant of the Deferred Stock Units, the Employee expressly recognizes that Mondelēz International, Inc., with registeredoffices at Three Parkway North, Deerfield, Illinois 60015, U.S.A., is solely responsible for the administration of the Plan and that the Employee’s participationin the Plan and acquisition of shares of Common Stock do not constitute an employment relationship between the Employee and Mondelēz International,Inc. since the Employee is participating in the Plan on a wholly commercial basis and his or her sole Employer is Mondelez Mexico S. de R.L. de C.V.,located at H. Congreso de la Union 5840, Colonia Tres Estrellas, Mexico City, CP 07820 Mexico. Based on the foregoing, the Employee expresslyrecognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between the Employee and theEmployer, Mondelez Mexico S. de R.L. de C.V., and do not form part of the employment conditions and/or benefits provided by Mondelez Mexico S. de R.L.de C.V., and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Employee’semployment.The Employee further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of Mondelēz International,Inc.; therefore, Mondelēz International, Inc. reserves the absolute right to amend and/or discontinue the Employee’s participation at any time without anyliability to the Employee.Plan Document Acknowledgment. By accepting the Deferred Stock Units, the Employee acknowledges that he or she has received copies of the Plan, hasreviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.In addition, by accepting the Agreement, the Employee further acknowledges that he or she has read and specifically and expressly approves the terms andconditions in paragraph 13 of the Agreement (“Nature of the Grant.”), in which the following is clearly described and established: (i) participation in the Plandoes not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participationin the Plan is voluntary; and (iv) none of the Company or any Parent, Subsidiary or Affiliate is responsible for any decrease in the value of the shares ofCommon Stock underlying the Deferred Stock Units. 32 Finally, the Employee hereby declares that he or she does not reserve to him- or herself any action or right to bring any claim against Mondelēz International,Inc. for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Employee therefore grants a full andbroad release to Mondelēz International, Inc., its affiliates, branches, representation offices, its shareholders, officers, agents or legal representatives withrespect to any claim that may arise.TÉRMINOS Y CONDICIONESPolítica Laboral y Reconocimiento/Aceptación. Al aceptar el otorgamiento de las Acciones Diferidas, el Empleado expresamente reconoce que MondelēzInternational, Inc., con domicilio registrado ubicado en Three Parkway North, Deerfield, Illinois 60015, U.S.A., es la única responsable por la administracióndel Plan y que la participación del Empleado en el Plan y en su caso la adquisición de Acciones no constituyen ni podrán interpretarse como una relación detrabajo entre el Empleado y Mondelēz International, Inc., ya que el Empleado participa en el Plan en un marco totalmente comercial y su único Patrón lo esMondelez Mexico S. de R.L. de C.V. con domicilio en H. Congreso de la Union 5840, Colonia Tres Estrellas, Mexico, D.F. 07820 Mexico. Derivado de loanterior, el Empleado expresamente reconoce que el Plan y los beneficios que pudieran derivar de la participación en el Plan no establecen derecho algunoentre el Empleado y el Patrón, Mondelez Mexico S. de R.L. de C.V. y no forma parte de las condiciones de trabajo y/o las prestaciones otorgadas porMondelez Mexico S. de R.L. de C.V. y que cualquier modificación al Plan o su terminación no constituye un cambio o impedimento de los términos ycondiciones de la relación de trabajo del Empleado.Asimismo, el Empleado reconoce que su participación en el Plan es resultado de una decisión unilateral y discrecional de Mondelēz International, Inc.; por lotanto, Mondelēz International, Inc. se reserva el absoluto derecho de modificar y/o terminar la participación del Empleado en cualquier momento y sinresponsabilidad alguna frente el Empleado.Reconocimiento del Plan de Documentos. Al aceptar el otorgamiento de las Acciones Diferidas, el Empleado reconoce que ha recibido copias del Plan, queha revisado el Plan y el Acuerdo en su totalidad y que entiende y acepta completamente todas las disposiciones contenidas en el Plan y en el Acuerdo.Adicionalmente, al aceptar el Acuerdo, el Empleado reconoce que ha leído y que aprueba específica y expresamente los términos y condiciones contenidosen el párrafo 13 del Acuerdo (“La Naturaleza del Otorgamiento”) en el cual se encuentra claramente descrito y establecido lo siguiente: (i) la participación enel Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecido por la Compañía de forma completamente discrecional;(iii) la participación en el Plan es voluntaria; y (iv) ni la Compañíao cualqiuer Sociedad controlante, Subsidiaria o Filial son responsables por ningunadisminución en el valor de las Acciones subyacentes de las Acciones Diferidas.Finalmente, el Empleado por este medio declara que no se reserve derecho o acción alguna que ejercitar en contra de Mondelēz International, Inc. porcualquier compensación o daño en relación con las disposiciones del Plan o de los beneficios derivados del Plan y por lo tanto, el Empleado otorga el másamplio finiquito que en derecho proceda a Mondelēz International, Inc., sus afiliadas, subsidiarias, oficinas de representación, sus accionistas, funcionarios,agentes o representantes legales en relación con cualquier demanda que pudiera surgir.MOROCCOTERMS AND CONDITIONSDeferred Stock Units Payable Only in Cash. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement (including paragraph 7of the Agreement), the grant of Deferred Stock Units does not provide any right for the Employee to receive shares of Common Stock upon the Vesting Date.Deferred Stock Units granted to Employees in Morocco shall be paid in cash in an amount equal to the value of the shares of Common Stock on the VestingDate. 33 NETHERLANDSTERMS AND CONDITIONSMiscellaneous. The following provision replaces paragraph 21 of the Agreement:In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend, stock split, reversestock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock after the date of this Grant, theBoard of Directors of the Company or the Committee shall make adjustments to the number and kind of shares of Common Stock subject to this Grant,including, but not limited to, the substitution of equity interests in other entities involved in such transactions, to provide for cash payments in lieu ofDeferred Stock Units, and to determine whether continued employment with any entity resulting from such a transaction will or will not be treated ascontinued employment with any member of the Mondelēz Group, in each case subject to any Board of Directors or Committee action specifically addressingany such adjustments, cash payments, or continued employment treatment.For purposes of this Agreement, (a) the term “Disability” means permanent and total disability as determined under procedures established by the Companyfor purposes of the Plan, and (b) the term “Retirement” means, unless otherwise determined by the Committee in its sole discretion, retirement from activeemployment under a pension plan of the Mondelēz Group, an employment contract with any member of the Mondelēz Group, or a local labor contract, on orafter the date specified as normal retirement age in the pension plan or employment contract, if any, under which the Employee is at that time accruingpension benefits for his or her current service (or, in the absence of a specified normal retirement age, the age at which pension benefits under such plan orcontract become payable without reduction for early commencement and without any requirement of a particular period of prior service).NEW ZEALANDTERMS AND CONDITIONSNotificationsSecurities Law Information. WARNING: The Employee is being offered Deferred Stock Units which allows the Employee to acquire shares of CommonStock in accordance with the terms of the Plan and the Agreement. The shares of Common Stock, if issued, give the Employee a stake in the ownership of theCompany. The Employee may receive a return if dividends are paid.If the Company runs into financial difficulties and is wound up, the Employee will be paid only after all creditors and holders of preference shares havebeen paid. The Employee may lose some or all of his or her investment.New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed tohelp investors to make an informed decision.The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, the Employee may not be given all theinformation usually required. The Employee will also have fewer other legal protections for this investment. 34 The Employee understands that he or she should ask questions, read all documents carefully, and seek independent financial advice before participating inthe Plan.The shares of Common Stock are quoted and approved for trading on the NASDAQ Global Select Market in the United States of America. This means that, ifthe Employee acquires shares of Common Stock under the Plan, the Employee may be able to sell his or her investment on the NASDAQ if there areinterested buyers. The price will depend on the demand for the shares of Common Stock.For information on risk factors impacting the Company’s business that may affect the value of the shares of Common Stock, the Employee should refer to therisk factors discussion in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities andExchange Commission and are available online at www.sec.gov, as well as on the Company’s website at http://ir.mondelezinternational.com/sec.cfm.NIGERIAThere are no country specific provisions.NORWAYThere are no country specific provisions.PAKISTANNOTIFICATIONSExchange Control Information. The Employee is required immediately to repatriate to Pakistan the proceeds from the sale of any Common Stock acquiredfrom participation in Plan, including the proceeds from the sale of Common Stock acquired upon vesting of the Deferred Stock Units. The proceeds must beconverted into local currency and the receipt of proceeds must be reported to the State Bank of Pakistan (the “SBP”) by filing a “Proceeds RealizationCertificate” issued by the bank converting the proceeds with the SBP. The repatriated amounts cannot be credited to a foreign currency account. TheEmployee should consult his or her personal advisor prior to repatriation of the sale proceeds to ensure compliance with applicable exchange controlregulations in Pakistan, as such regulations are subject to frequent change. The Employee is responsible for ensuring compliance with all exchange controllaws in Pakistan.PERUTERMS AND CONDITIONSLabor Law Acknowledgement. The following provision supplements the acknowledgment contained in paragraph 12 of the Agreement:By accepting the Deferred Stock Units, the Employee acknowledges, understands and agrees that the Deferred Stock Units are being granted ex gratia to theEmployee with the purpose of rewarding him or her. 35 NOTIFICATIONSSecurities Law Information. The grant of Deferred Stock Units is considered a private offering in Peru; therefore, it is not subject to registration. For moreinformation concerning this offer, please refer to the Plan, the Agreement and any other grant documents made available to you by the Company. For moreinformation regarding the Company, please refer to the Company’s most recent annual report on Form 10-K and quarterly report on Form 10-Q available atwww.sec.gov.PHILIPPINESNOTIFICATIONSSecurities Law Information. This offering is subject to exemption from the requirements of securities registration with the Philippines Securities andExchange Commission, under Section 10.1 (k) of the Philippine Securities Regulation Code.THE SECURITIES BEING OFFERED OR SOLD HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THESECURITIES REGULATION CODE. ANY FURTHER OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS UNDER THECODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.For further information on risk factors impacting the Company’s business that may affect the value of the shares of Common Stock, the Employee may refer tothe risk factors discussion in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities andExchange Commission and are available online at www.sec.gov, as well as on the Company’s website at http://ir.mondelezinternational.com/sec.cfm. Inaddition, the Employee may receive, free of charge, a copy of the Company’s Annual Report, Quarterly Reports or any other reports, proxy statements orcommunications distributed to the Company’s stockholders by contacting Office of the Corporate Secretary, Mondelēz International, Inc., Three ParkwayNorth, Deerfield, Illinois 60015, U.S.A.The Employee acknowledges he or she is permitted to dispose or sell shares of Common Stock acquired under the Plan provided the offer and resale of suchshares takes place outside the Philippines through the facilities of a stock exchange on which the shares of Common Stock are listed. The shares of CommonStock are currently listed on the NASDAQ Global Select Market in the United States of America.POLANDNOTIFICATIONSExchange Control Information. Polish resident who maintain bank or brokerage accounts holding cash and foreign securities (including shares of CommonStock) abroad must report information to the National Bank of Poland on transactions and balances of the securities deposited in such accounts if the value ofsuch transactions or balances (calculated individually or together with other assets or liabilities held abroad) exceeds PLN 7,000,000. If required, the reportsare due on a quarterly basis. Polish residents are also required to transfer funds through a bank account in Poland if the transferred amount in any singletransaction exceeds a specified threshold (currently €15,000). Further, upon the request of a Polish bank, Polish residents are required to inform the bankabout all foreign exchange transactions performed through such bank. In addition, Polish residents are required to store documents connected with anyforeign exchange transaction for a period of five years from the date the transaction occurred. 36 PORTUGALTERMS AND CONDITIONSLanguage Consent. The Employee hereby expressly declares that he or she has full knowledge of the English language and has read, understood and fullyaccepted and agreed with the terms and conditions established in the Plan and the Agreement.Conhecimento da Lingua. O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu,compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (“Agreement” em inglês).NOTIFICATIONSExchange Control Information. If the Employee acquires shares of Common Stock under the Plan and does not hold the shares of Common Stock with aPortuguese financial intermediary, he or she may need to file a report with the Portuguese Central Bank. If the shares of Common Stock are held by aPortuguese financial intermediary, it will file the report for the Employee.PUERTO RICOThere are no country specific provisions.ROMANIANOTIFICATIONSExchange Control Information. If the Employee deposits proceeds from the sale of Common Stock in a bank account in Romania, the Employee may berequired to provide the Romanian bank assisting with the transaction with appropriate documentation explaining the source of the income. The Employeeshould consult with a personal legal advisor to determine whether the Employee will be required to submit such documentation to the Romanian bank.RUSSIATERMS AND CONDITIONSU.S. Transaction. The Employee understands that acceptance of the grant of Deferred Stock Units results in a contract between the Employee and theCompany completed in the United States and that the Agreement is governed by the laws of the Commonwealth of Virginia, without regard to choice of lawprinciples thereof. Any Common Stock to be issued upon vesting of the Deferred Stock Units shall be delivered to the Employee through a brokerage accountin the U.S. The Employee may hold the Common Stock in his or her brokerage account in the U.S.; however, in no event will Common Stock issued to theEmployee under the Plan be delivered to the Employee in Russia. The Employee is not permitted to sell the Common Stock directly to other Russian legalentities or individuals.Settlement of Deferred Stock Units and Sale of Shares. Notwithstanding anything to the contrary in the Agreement, depending on the development of localregulatory requirements, the Employee acknowledges that the Deferred Stock Units may be paid to the Employee in cash rather than shares of CommonStock. If shares of Common Stock are issued upon vesting of the Deferred Stock Units, in the Company’s sole discretion, the shares may be required to beimmediately sold. The Employee further agrees that the Company is authorized to instruct its designated broker to assist with any mandatory sale of suchshares of Common Stock (on the Employee’s behalf pursuant to this authorization) and the Employee expressly authorizes the Company’s designated brokerto complete the sale of such shares. Upon any such sale of the shares, the proceeds, less any Tax-Related Items and broker’s fees or commissions, will beremitted to the Employee in accordance with any applicable exchange control laws and regulations. 37 Securities Law Information. The Employee acknowledges that the Agreement, the grant of Deferred Stock Units, the Plan and all other materials theEmployee may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. Absent any requirement underlocal law, the issuance of securities pursuant to the Plan has not and will not be registered in Russia and therefore, the securities described in any Plan-relateddocuments may not be used for offering or public circulation in Russia.Data Privacy. The following provision supplements paragraph 14 of the Agreement:The Employee understands and agrees that he or she must complete and return a Consent to Processing of Personal Data (the “Consent”) form to theCompany. Further, the Employee understands and agrees that if the Employee does not complete and return a Consent form to the Company, the Companywill not be able to grant Deferred Stock Units to the Employee or other Grants or administer or maintain such Grants. Finally, the Employee understands thatthe Company has no obligation to substitute other forms of Grants or compensation in lieu of the Deferred Stock Units if the Employee fails to complete andreturn the Consent. Therefore, the Employee understands that refusing to complete a Consent form or withdrawing his or her consent may affect theEmployee’s ability to participate in the Plan.NOTIFICATIONSExchange Control Information. Within a reasonably short time after the sale of shares of Common Stock acquired under the Plan, the cash proceeds must beinitially credited to the Employee through a foreign currency account at an authorized bank in Russia. After the proceeds are initially received in Russia,they may be further remitted to foreign banks subject to the following limitations: (i) the foreign account may be opened only for individuals; (ii) the foreignaccount may not be used for business activities; and (iii) the Russian tax authorities must be given notice about the opening/closing of each foreign accountwithin one month of the account opening/closing.As an express statutory exception to this requirement, cash dividends paid on shares of Common Stock can be paid directly into a foreign bank or brokerageaccount opened with a foreign bank located in Organisation for Economic Cooperation Development (“OECD”) or Financial Action Task Force (“FATF”)countries without first remitting them to a bank account in Russia. Other statutory exceptions may also apply.The Employee is strongly advised to contact his or her personal advisor before any Deferred Stock Units vest or shares of Common Stock are sold, assignificant penalties may apply in the case of non-compliance with exchange control requirements, and because such exchange control requirements maychange.Labor Law Information. If the Employee continues to hold shares of Common Stock acquired at vesting of Deferred Stock Units after an involuntarytermination of employment, the Employee will not be eligible to receive unemployment benefits in Russia. 38 Foreign Asset/Account Reporting Information. Russian residents are required to notify Russian tax authorities within one (1) month of opening, closing orchanging the details of a foreign account. Russian residents also are required to report (i) the beginning and ending balances in such a foreign bank accountseach year and (ii) transactions related to such foreign accounts during the year to the Russian tax authorities, on or before June 1 of the following year. Thetax authorities can require the Employee to provide appropriate supporting documents related to transactions in a foreign bank account. The Employee isencouraged to contact his or her personal advisor before remitting proceeds from participation in the Plan to Russia as exchange control requirements maychange.Anti-Corruption Information. Anti-corruption laws prohibit certain public servants, their spouses and their dependent children from owning any foreignsource financial instruments (e.g., shares of foreign companies such as the Company). Accordingly, the Employee should inform the Company if theEmployee is covered by these laws because the Employee should not hold shares of Common Stock acquired under the Plan.SAUDI ARABIATERMS AND CONDITIONSDeferred Stock Units Payable Only in Cash. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement (including paragraph 7of the Agreement), the grant of Deferred Stock Units does not provide any right for the Employee to receive shares of Common Stock upon the Vesting Date.Deferred Stock Units granted to Employees in Saudi Arabia shall be paid in cash in an amount equal to the value of the shares of Common Stock on theVesting Date less any Tax-Related Items.NOTIFICATIONSThis document may not be distributed in the Kingdom except to such persons as are permitted (e.g., Participants) under the Offers of Securities Regulationsissued by the Capital Market Authority.The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liabilitywhatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby shouldconduct their own due diligence on the accuracy of the information relating to the securities. If the Employee does not understand the contents of thisdocument he or she should consult an authorized financial advisor.SERBIANOTIFICATIONSExchange Control Information. Pursuant to the Law on Foreign Exchange Transactions, the Employee is permitted to acquire shares of Common Stockunder the Plan, but a report may need to be made of the acquisition of such Common Stock, the value of the shares of Common Stock at vesting of theDeferred Stock Units and, on a quarterly basis, any changes in the value of the shares of Common Stock. An exemption from this reporting obligation mayapply for Deferred Stock Units on the basis that the shares are acquired for no consideration. Because the exchange control regulations in Serbia may changewithout notice, the Employee should consult with his or her personal advisor with respect to all applicable reporting obligations. 39 SINGAPORETERMS AND CONDITIONSTransfer Restrictions. The Employee understands that if he or she acquires shares of Common Stock under the Plan, the shares are subject to a six-monthholding period during which time the Employee may not sell any shares of Common Stock acquired under the Plan unless such shares have been previouslyissued, are listed for quotation or quoted on the Singapore Exchange Securities Trading Limited (“SGX-ST”) and are traded on the SGX-ST.NOTIFICATIONSSecurities Law Information. The grant of Deferred Stock Units is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of theSecurities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and is not made to the Employee with a view to the Deferred Stock Units being subsequentlyoffered for sale to any other party. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Employeeshould note that the Deferred Stock Units are subject to section 257 of the SFA and the Employee will not be able to make any subsequent sale of the sharesof Common Stock in Singapore, or any offer of such subsequent sale of the shares of Common Stock subject to the Grants in Singapore, unless such sale oroffer in is made (i) after six months from the Grant Date or (ii) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280)of the SFA.Chief Executive Officer and Director Notification Requirement. The chief executive officer (“CEO”), directors, associate directors and shadow directors ofa Singapore subsidiary or affiliate are subject to certain notification requirements under the Singapore Companies Act. The CEO, directors, associate directorsand shadow directors must notify the Singapore subsidiary or affiliate in writing of an interest (e.g., Deferred Stock Units, shares of Common Stock, etc.) inthe Company or any related companies within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., whenthe shares of Common Stock are sold), or (iii) becoming the CEO or a director, associate director or shadow director.SLOVAK REPUBLICThere are no country specific provisions.SLOVENIANOTIFICATIONSForeign Asset/Account Reporting Information. Slovenian residents may be required to report the opening of bank and/or brokerage accounts to taxauthorities within eight (8) days of opening such account. The Employee should consult with his or her personal tax advisor to determine whether thisrequirement will be applicable to any accounts opened in connection with the Employee’s participation in the Plan (e.g., the Employee’s brokerage accountwith the Company’s designated broker). 40 SOUTH AFRICATERMS AND CONDITIONSSecurities Law Notice. In compliance with South African Securities Law, the documents listed below are available for the Employee’s review on theCompany’s public site or intranet site, as applicable, as listed below: 1.The Company’s most recent Annual Report (Form 10-K): from the investor relations section of the Company’s website athttp://www.mondelezinternational.com/investors. 2.The Company’s most recent Plan prospectus: a copy of which can be found on the Company’s Intranet site located at:https://intranet.mdlz.com/sites/globalhr/comp/Pages/Legal-Documents.aspx.The Employee acknowledges that he or she may have copies of the above documents sent to him or her, at no charge, on written request being mailed toOffice of the Corporate Secretary, Mondelēz International, Inc., Three Parkway North, Deerfield, Illinois 60015 U.S.A. The telephone number at the executiveoffices is +1 847-943-4000.Withholding Taxes. The following provision supplements paragraph 5 of the Agreement:By accepting the Deferred Stock Units, the Employee agrees to notify the Employer of the amount of any gain realized upon vesting of the Deferred StockUnits. If the Employee fails to advise the Employer of the gain realized upon vesting of the Deferred Stock Units, he or she may be liable for a fine. TheEmployee will be responsible for paying any difference between the actual tax liability and the amount withheld.Exchange Control Obligations. The Employee is solely responsible for complying with applicable South African exchange control regulations. Since theexchange control regulations change frequently and without notice, the Employee should consult his or her legal advisor prior to the acquisition or sale ofthe shares of Common Stock under the Plan to ensure compliance with current regulations. As noted, it is the Employee’s responsibility to comply with SouthAfrican exchange control laws, and neither the Company nor the Employer will be liable for any fines or penalties resulting from failure to comply withapplicable laws.NOTIFICATIONSExchange Control Information. Under current South African exchange control policy, if the Employee is a South African resident, he or she may invest amaximum of ZAR11,000,000 per annum in offshore investments, including in shares of Common Stock. The first ZAR1,000,000 annual discretionaryallowance requires no prior authorization. The next ZAR10,000,000 requires tax clearance. This limit does not apply to non-resident employees. It is theEmployee’s responsibility to ensure that he or she does not exceed this limit and obtains the necessary tax clearance for remittances exceedingZAR1,000,000. The Employee should note that this is a cumulative allowance and that his or her ability to remit funds for the purchase of shares of CommonStock will be reduced if the Employee’s foreign investment limit is utilized to make a transfer of funds offshore that is unrelated to the Plan. There is norepatriation requirement on the sale proceeds if the ZAR11,000,000 limit is not exceeded.SOUTH KOREANOTIFICATIONSExchange Control Information. Exchange control laws require South Korean residents who realize US$500,000 or more from the sale of shares of CommonStock or the receipt of dividends paid on such shares of Common Stock in a single transaction to repatriate the proceeds to South Korea within three years ofreceipt. 41 Foreign Asset/Account Reporting Information. South Korean residents must declare all foreign financial accounts (e.g., non-South Korean bank accounts,brokerage accounts, etc.) to the South Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW1 billion (or an equivalent amount in foreign currency) on any month-end date during a calendar year. The Employee should consult with his or her personaltax advisor to determine how to value the Employee’s foreign accounts for purposes of this reporting requirement and whether the Employee is required tofile a report with respect to such accounts.SPAINTERMS AND CONDITIONSNature of Grant. The following provision supplements paragraph 13 of the Agreement:In accepting the Deferred Stock Units, the Employee consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan.The Employee understands and agrees that, as a condition of the grant of the Deferred Stock Units, except as provided for in paragraph 2 of the Agreement,the termination of the Employee’s employment for any reason (including for the reasons listed below) will automatically result in the loss of the DeferredStock Units that may have been granted to the Employee and that have not vested on the date of termination.In particular, the Employee understands and agrees that any unvested Deferred Stock Units as of Employee’s termination date will be forfeited withoutentitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a termination by reason of, including, but notlimited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause(i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged orrecognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of theWorkers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.Furthermore, the Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant the Deferred Stock Units underthe Plan to individuals who may be employees of the Mondelēz Group. The decision is a limited decision that is entered into upon the express assumptionand condition that any grant will not economically or otherwise bind the Mondelēz Group on an ongoing basis other than to the extent set forth in theAgreement. Consequently, the Employee understands that the Deferred Stock Units are granted on the assumption and condition that the Deferred StockUnits and the shares of Common Stock issued upon vesting shall not become a part of any employment or contract (with the Mondelēz Group, including theEmployer) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.Furthermore, the Employee understands and freely accepts that there is a no guarantee that any benefit whatsoever will arise from the Deferred Stock Units,which is gratuitous and discretionary, since the future value of the underlying shares of Common Stock is unknown and unpredictable. In addition, theEmployee understands that the grant of the Deferred Stock Units would not be made to the Employee but for the assumptions and conditions referred toabove; thus, the Employee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be metfor any reason, then any grant to the Employee of the Deferred Stock Units shall be null and void. 42 NOTIFICATIONSSecurities Law Information. No “offer of securities to the public”, as defined under Spanish law, has taken place or will take place in the Spanish territory.The Agreement (including this Appendix) has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitutea public offering prospectus.Exchange Control Information. The Employee must declare the acquisition, ownership and disposition of shares of Common Stock to the SpanishDirección General de Comercio e Inversiones (the “DGCI”) of the Ministry of Economy and Competitiveness on a Form D-6. Generally, the declaration mustbe made in January for shares of Common Stock owned as of December 31 of the prior year and/or shares of Common Stock acquired or disposed of duringthe prior year; however, if the value of the shares of Common Stock acquired or disposed of or the amount of the sale proceeds exceeds €1,502,530 (or if theEmployee holds 10% or more of the share capital of the Company), the declaration must be filed within one month of the acquisition or disposition, asapplicable.In addition, the Employee is required to declare electronically to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), anyforeign instruments (including any shares of Common Stock acquired under the Plan) and any transactions with non-Spanish residents (including anypayments of shares of Common Stock made to the Employee by the Company) depending on the value of such accounts and instruments and the amount ofthe transactions during the relevant year as of December 31 of the relevant year.Foreign Asset/Accounting Reporting Information. If the Employee holds rights or assets (e.g., shares of Common Stock or cash held in a bank or brokerageaccount) outside Spain with a value in excess of €50,000 per type of right or asset (e.g., shares of Common Stock, cash, etc.) as of December 31 each year, theEmployee is required to report certain information regarding such rights and assets on tax form 720. After such rights and/or assets are initially reported, thereporting obligation will apply for subsequent years only if the value of any previously-reported rights or assets increases by more than €20,000, or ifownership of the asset is transferred or relinquished during the year. If the value of such rights and/or assets does not exceed €50,000, a summarized form ofdeclaration may be presented. The reporting must be completed by the March 31 each year. The Employee should consult his or her personal tax advisor fordetails regarding this requirement.SWAZILANDThere are no country specific provisions.SWEDENThere are no country specific provisions.SWITZERLANDNOTIFICATIONSSecurities Law Information. The offer of Deferred Stock Units is considered a private offering in Switzerland and is therefore not subject to registration inSwitzerland. Neither this document nor any other materials relating to the Deferred Stock Units constitutes a prospectus as such term is understood pursuantto article 652a of the Swiss Code of Obligations, and neither this document nor any other materials relating to the Deferred Stock Units may be publiclydistributed nor otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing material relating to the DeferredStock Units have been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market SupervisoryAuthority (FINMA)). 43 TAIWANTERMS AND CONDITIONSData Privacy Consent. The Employee hereby acknowledges that he or she has read and understood the terms regarding collection, processing and transfer ofData contained in paragraph 14 of the Agreement and by participating in the Plan, the Employee agrees to such terms. In this regard, upon request of theCompany or the Employer, the Employee agrees to provide an executed data privacy consent form to the Employer or the Company (or any other agreementsor consents that may be required by the Employer or the Company) that the Company and/or the Employer may deem necessary to obtain under the dataprivacy laws in the Employee’s country, either now or in the future. The Employee understands he or she will not be able to participate in the Plan if theEmployee fails to execute any such consent or agreement.NOTIFICATIONSSecurities Law Information. The Deferred Stock Units and the shares of Common Stock to be issued pursuant to the Plan are available only to employees ofthe Mondelēz Group. The grant of Deferred Stock Units does not constitute a public offer of securities.Exchange Control Information. The Employee may acquire and remit foreign currency (including proceeds from the sale of shares of Common Stock) intoand out of Taiwan up to US$5,000,000 per year. If the transaction amount is TWD$500,000 or more in a single transaction, the Employee must submit aforeign exchange transaction form and also provide supporting documentation to the satisfaction of the remitting bank. The Employee should consult his orher personal advisor to ensure compliance with applicable exchange control laws in Taiwan.THAILANDNOTIFICATIONSExchange Control Information. If the proceeds from the sale of shares of Common Stock are equal to or greater than US$50,000 in a single transaction, theEmployee must repatriate all cash proceeds to Thailand immediately following the receipt of the cash proceeds and then either convert such proceeds to ThaiBaht or deposit the proceeds into a foreign currency account opened with a commercial bank in Thailand within 360 days of repatriation. In addition, theEmployee must specifically report the inward remittance to the Bank of Thailand on a foreign exchange transaction form. If the Employee fails to complywith these obligations, the Employee may be subject to penalties assessed by the Bank of Thailand.The Employee should consult his or her personal advisor prior to taking any action with respect to remittance of proceeds from the sale of shares of CommonStock into Thailand. The Employee is responsible for ensuring compliance with all exchange control laws in Thailand. 44 TURKEYNOTIFICATIONSSecurities Law Information. Under Turkish law, the Employee is not permitted to sell shares of Common Stock acquired under the Plan in Turkey. Theshares of Common Stock are currently traded on the NASDAQ Global Select Market, which is located outside Turkey and the shares of Common Stock maybe sold through this exchange.Exchange Control Information. The Employee may be required to engage a Turkish financial intermediary to assist with the sale of shares of CommonStock acquired under the Plan. To the extent a Turkish financial intermediary is required in connection with the sale of any Shares acquired under the Plan,the Employee is solely responsible for engaging such Turkish financial intermediary. The Employee should consult his or her personal legal advisor prior tothe vesting of the Deferred Stock Units or any sale of shares of Common Stock to ensure compliance with the current requirements.UKRAINETERMS AND CONDITIONSDeferred Stock Units Payable Only in Cash. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement (including paragraph 7of the Agreement), the grant of Deferred Stock Units does not provide any right for the Employee to receive shares of Common Stock upon the Vesting Date.Deferred Stock Units granted to Employees in Ukraine shall be paid in cash in an amount equal to the value of the shares of Common Stock on the VestingDate.NOTIFICATIONSExchange Control Information. The Employee is solely responsible for complying with applicable Ukraine exchange control regulations. Since theexchange control regulations change frequently and without notice, the Employee should consult his or her legal advisor prior to the acquisition or sale ofshares of Common Stock under the Plan to ensure compliance with current regulations. As noted, it is the Employee’s responsibility to comply with theUkraine exchange control laws, and the Mondelēz Group will not be liable for any fines or penalties resulting from the Employee’s failure to comply withapplicable laws.UNITED ARAB EMIRATESNOTIFICATIONSSecurities Law Information. Participation in the Plan is being offered only to selected Employees and is in the nature of providing equity incentives toEmployees in the United Arab Emirates. The Plan and the Agreement are intended for distribution only to such Employees and must not be delivered to, orrelied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities.If the Employee does not understand the contents of the Plan and the Agreement, the Employee should consult an authorized financial adviser. The EmiratesSecurities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry ofEconomy nor the Dubai Department of Economic Development have approved the Plan or the Agreement nor taken steps to verify the information set outtherein, and have no responsibility for such documents. 45 UNITED KINGDOM (“U.K.”)TERMS AND CONDITIONSMiscellaneous. The following provision replaces paragraph 21 of the Agreement:In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend, stock split, reversestock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock after the date of this Grant, theBoard of Directors of the Company or the Committee shall make adjustments to the number and kind of shares of Common Stock subject to this Grant,including, but not limited to, the substitution of equity interests in other entities involved in such transactions, to provide for cash payments in lieu ofDeferred Stock Units, and to determine whether continued employment with any entity resulting from such a transaction will or will not be treated ascontinued employment with any member of the Mondelēz Group, in each case subject to any Board of Directors or Committee action specifically addressingany such adjustments, cash payments, or continued employment treatment.For purposes of this Agreement, (a) the term “Disability” means permanent and total disability as determined under procedures established by the Companyfor purposes of the Plan, and (b) the term “Retirement” means, unless otherwise determined by the Committee in its sole discretion, retirement from activeemployment under a pension plan of the Mondelēz Group, an employment contract with any member of the Mondelēz Group, or a local labor contract, on orafter the date specified as normal retirement age in the pension plan or employment contract, if any, under which the Employee is at that time accruingpension benefits for his or her current service (or, in the absence of a specified normal retirement age, the age at which pension benefits under such plan orcontract become payable without reduction for early commencement and without any requirement of a particular period of prior service).Withholding Taxes. The following provision supplements paragraph 5 of the Agreement:If payment or withholding of income tax is not made within 90 days of the end of the U.K. tax year (April 6 - April 5) in which the event giving rise to theliability for income tax occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”),the amount of any uncollected income tax will constitute a loan owed by the Employee to the Employer, effective on the Due Date. The Employee agreesthat the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable,and the Company or the Employer may recover it at any time thereafter by any of the means referred to in paragraph 5 of the Agreement. Notwithstanding theforegoing, if the Employee is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of1934, as amended), the Employee will not be eligible for such a loan to cover the income tax liability. In the event that the Employee is a director orexecutive officer and the income tax is not collected from or paid by the Employee by the Due Date, the amount of any uncollected income tax liability mayconstitute a benefit to the Employee on which additional income tax and national insurance contributions may be payable. The Employee acknowledges thatEmployee ultimately may be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessmentregime and for reimbursing the Company or the Employer (as applicable) for the value of any employee national insurance contributions due on thisadditional benefit, which the Company or the Employer may recover by any of the means referred to in paragraph 5 of the Agreement.In addition, the Employee agrees that the Company and/or the Employer may calculate the Tax-Related Items to be withheld and accounted for by referenceto the maximum applicable rates, without prejudice to any right the Employee may have to recover any overpayment from the relevant tax authorities. 46 UNITED STATESNOTIFICATIONSExchange Control Information. If the Employee holds assets (i.e., Deferred Stock Units or Common Stock) or other financial assets in an account outside theUnited States and the aggregate amount of said assets is US$10,000 or more, the Employee is required to submit a report of Foreign Bank and FinancialAccount with the United States Internal Revenue Service by June 30 of the year following the year in which the assets in the Employee’s account meet theUS$10,000 threshold.URUGUAYThere are no country specific provisions.VENEZUELATERMS AND CONDITIONSInvestment Representation. As a condition of the grant of the Deferred Stock Units, the Employee acknowledges and agrees that any shares of CommonStock the Employee may acquire upon the settlement of the Deferred Stock Units are acquired as and intended to be an investment rather than for the resale ofthe shares of Common Stock and conversion of shares into foreign currency.Exchange Control Information. Exchange control restrictions may limit the ability to vest in the Deferred Stock Units or remit funds into Venezuelafollowing the receipt of the cash proceeds from the sale of shares of Common Stock acquired upon settlement of the Deferred Stock Units under the Plan. TheCompany reserves the right to further restrict the settlement of the Deferred Stock Units, or to amend or cancel the Deferred Stock Units at any time, in orderto comply with the applicable exchange control laws in Venezuela. The Employee is responsible for complying with exchange control laws in Venezuela andneither the Company nor the Employer will be liable for any fines or penalties resulting from the Employee’s failure to comply with applicable laws. Becauseexchange control laws and regulations change frequently and without notice, the Employee should consult with his or her personal legal advisor beforeaccepting the Deferred Stock Units to ensure compliance with current regulations.NOTIFICATIONSSecurities Law Information. The Deferred Stock Units granted under the Plan and the shares of Common Stock issued under the Plan are offered as apersonal, private, exclusive transaction and are not subject to Venezuelan government securities regulations.VIETNAMTERMS AND CONDITIONSDeferred Stock Units Payable Only in Cash. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement (including paragraph 7of the Agreement), the grant of Deferred Stock Units does not provide any right for the Employee to receive shares of Common Stock upon the Vesting Date.Deferred Stock Units granted to Employees in Vietnam shall be paid in cash in an amount equal to the value of the shares of Common Stock on the VestingDate less any Tax-Related Items. 47 Exhibit 10.31 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.comPRIVATE AND CONFIDENTIALMr. Glen WalterOctober 15, 2017OFFER LETTERDear Glen,I am very pleased to provide you with this offer letter setting forth the terms of your offer of employment (“Offer Letter”). It confirms the verbal offerpreviously extended to you for the position of Executive Vice President and President North America, Mondelēz Global LLC (the “Company”) reporting tothe Chief Executive Officer, Mondelez International, Inc. This position is located in our North America Headquarters in East Hanover, New Jersey. Youremployment commencement date will be as soon practicable.Your annualized target compensation opportunity will be as follows: Annualized Compensation (Target Opportunity) Annual Base Salary $725,000Annual Incentive Plan (Target—90%*) $652,500Target Annual Long-Term Incentive Range** $1,050,000—$2,100,000—$3,150,000Total Target Compensation Opportunity $2,427,500—$3,477,500—$4,527,500 *Target as a percent of Annual Base Salary.**The value of the long-term incentive grants reflects the range (i.e., minimum, midpoint and maximum) for the target value of your annual equity grants.The actual number of shares, units, or options will be determined pursuant to the Company’s specific valuation methodology (e.g., Black-Scholesvalue for stock options).Your Annual Base Salary will be subject to an annual review by the Board and adjustment in the Board’s sole discretion. 1 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com Annual Incentive PlanYou will be eligible to participate in the Mondelēz International Management Incentive Plan (the “MIP”), the Company’s annual incentive program. Yourtarget award opportunity under the MIP is equal to 90% of your Annual Base Salary. The actual amount you receive may be lower or higher, depending onyour individual performance and the Company’s overall performance during the year. The maximum award under this program for 2017 is 200% of yourtarget opportunity. The Company reserves the right to change the maximum award annually.For the 2017 MIP plan year ending on December 31, 2017, your award will be prorated based on your date of hire. Your actual award will ultimately bedetermined based on your individual performance during your period of employment and the Company’s actual overall performance for the full 2017 planyear.Long-Term Incentives (Annual Equity Program)You will be eligible to fully participate in the Company’s annual equity program. Equity grants are typically made annually in February. For 2017, grantswere delivered with 75% of the grant value in performance share units and 25% of the grant value in stock options (with the actual number of shares, units, oroptions determined pursuant to the Company’s specific valuation methodology). Your first full grant under the Company’s standard annual equity programwill be awarded to you in February 2018.All equity grants are subject to the terms and conditions of the Company’s Amended and Restated 2005 Performance Incentive Plan (“Plan”) and theapplicable annual grant agreements. The annual equity program described above is based on our current design and the Company reserves the right to changethe annual equity program at any time.Sign-On AwardAs part of your offer of employment, on your date of hire you will receive a sign-on equity grant with a value of $2,500,000. The equity grant will be take theform of deferred stock units that vest 100% on the third anniversary of your date of hire. Other than the vesting schedule specified here, these deferred stockunits will be subject to all other terms and conditions set forth in the Plan and the Company’s standard Global Deferred Stock Unit Agreement as in effect onthe date hereof. 2 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com Executive Deferred Compensation PlanYou will be eligible to participate in the Executive Deferred Compensation Plan. This program allows you to voluntarily defer a portion of your salary and/oryour annual incentive award to a future date. Additional information about this program is available upon request.Severance; Change in Control PlanFrom your date of hire, you will be a participant in the Mondelēz International, Inc. Change in Control Plan for Key Executives (the “CIC Plan”). The CICPlan provides certain benefits upon an involuntary termination without Cause or voluntary termination for Good Reason following a Change in Control. Acopy of the CIC Plan will be separately provided.For purposes of this Offer Letter: • “Cause” has the meaning set forth in the CIC Plan. • “Good Reason” has the meaning set forth in the CIC Plan.Stock Ownership GuidelinesYou will be required to attain and hold Company stock equal in value to four (4) times your annual base salary established at your date of hire. Under currentguidelines, you will have five years from your date of hire to achieve this level of ownership. Stock held for ownership determination includes common stockheld directly or indirectly and unvested deferred stock units. It does not include stock options or unvested performance share units. The Company reservesthe right to change the guidelines at any time.You will also be required to hold for a period of at least one year the “net” shares received upon vesting in the case of deferred stock units or performanceshare units or exercise in the case of stock options, from the respective vesting or exercise dates.Net shares are the number of shares resulting from the vesting of deferred stock units or performance share units or the exercise of stock options reduced bythe number of shares required to satisfy any applicable tax withholding or costs associated with the respective vesting or exercise.Other BenefitsIf your employment with the Company ends due to an involuntary termination other than for Cause (as defined above), you will receive severancearrangements no less favorable than those accorded recently terminated senior executives of the Company. For the avoidance of doubt, “senior executives” asreferenced in this section shall exclude legacy Cadbury executives. 3 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com If your previous employer will not support your relocation back to the US, you will be eligible for relocation benefits for your move to the New York/NewJersey metropolitan area pursuant to the Company’s standard relocation policy for executives at your level.If you require it, you will receive international tax preparation services for up to 3 calendar years through the Company’s expatriate tax preparation servicesprovider, KPMG. The cost of such tax preparation services shall not count against any reimbursement under the Company’s discretionary financial planningprogram described below.Under the current policies in place, which are subject to change, you will be eligible for the Company’s discretionary financial planning program, whichreimburses you up to $7,500 per year for eligible financial planning expenses, and car allowance program, which provides a car allowance of up to $15,000per year.You will be eligible for Mondelēz Global LLC’s comprehensive benefits package available to full-time salaried U.S. employees. You will be eligible for 30days of paid time off annually. Details and terms of these comprehensive benefits will be provided separately.Restrictive CovenantsAs a condition to this offer of employment and corresponding consideration, you agree to the terms and conditions of the Confidential Information,Intellectual Property and Restrictive Covenants Agreement (the “Covenant Agreement”) attached hereto as Appendix A and will acknowledge suchCovenant Agreement by signing the Covenant Agreement simultaneously with this offer of employment.Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)No amount hereunder or under any other agreement that is subject to Code Section 409A (“Section 409A”) shall be payable upon a termination of youremployment unless such termination constitutes a “separation from service” with the Company under Section 409A. To the maximum extent permitted byapplicable law, amounts payable to you pursuant to this Offer Letter shall be made in reliance upon the exception for certain involuntary terminations undera separation pay plan or as short-term deferral under Section 409A. For purposes of Section 409A, your right to receive any installment payments shall betreated as a right to receive a series of separate and distinct payments. To the extent any amount payable to you is subject to your entering into a release ofclaims with the Company and any such amount is a deferral of compensation under Section 409A and which amount could be payable to you in either of twotaxable years, such payments shall be made or commence, as applicable, on the first date otherwise payable but in the later such taxable year and shallinclude all payments that otherwise would have been made before such date. 4 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com If you are a “specified employee” (within the meaning of Section 409A) as of your separation from service (within the meaning of Section 409A): (a) paymentof any amounts under this Offer Letter (or under any severance arrangement pursuant to this Offer Letter) which the Company determines constitute thepayment of nonqualified deferred compensation (within the meaning of Section 409A) and which would otherwise be paid upon your separation from serviceshall not be paid before the date that is six months after the date of your separation from service and any amounts that cannot be paid by reason of thislimitation shall be accumulated and paid on the earlier of (x) your death and (y) the first day of the seventh month (or as soon as administratively possiblethereafter) following the date of your separation from service (within the meaning of Section 409A); and (b) any welfare or other benefits (including under aseverance arrangement) which the Company determines constitute the payment of nonqualified deferred compensation (within the meaning of Section 409A)and which would otherwise be provided upon your separation from service shall be provided at your sole cost during the first six-month period after yourseparation from service and, on the first day of the seventh month following your separation from service (or as soon as administratively possible), theCompany shall reimburse you for the portion of such costs that would have been payable by the Company for that period if you were not a specifiedemployee.Payment of any reimbursement amounts and the provision of benefits by the Company pursuant to this Offer Letter (including any reimbursements or benefitsto be provided pursuant to a severance arrangement) which the Company determines constitute nonqualified deferred compensation (within the meaning ofSection 409A) shall be subject to the following: (i)the amount of the expenses eligible for reimbursement or the in-kind benefits provided during any calendar year shall not affect the amount of theexpenses eligible for reimbursement or the in-kind benefits to be provided in any other calendar year; (ii)the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the expensewas incurred; and (iii)your right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit.The parties hereto intend that all compensation, benefits and other payments made to you hereunder will be provided or paid to you in compliance with allapplicable provisions, or an exemption or exception from the applicable provisions of Section 409A and the regulations and rulings issued thereunder, andthe rulings, notices and other guidance issued by the Internal Revenue Service interpreting the same, and this Offer Letter shall be construed andadministered in accordance with such intent. The parties also agree that this Offer Letter may be modified, as reasonably agreed by the parties, to the extentnecessary to comply with all applicable requirements of, and to avoid the imposition of additional tax, interest and penalties under Section 409A inconnection with the compensation, benefits and other payments to be provided or paid to you hereunder. Any such modification shall maintain the originalintent and benefit to the Company and you of the applicable provision of this Offer Letter, to the maximum extent possible without violating Section 409A. 5 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com Other Terms and ConditionsYou will be a U.S. employee of Mondelēz Global LLC and your employment status will be governed by and shall be construed in accordance with the laws ofthe United States. As such, your status will be that of an “at will” employee. This means that either you or Company is free to terminate the employmentrelationship at that time, for any reason, subject to your entitlements pursuant to this Offer Letter or any other plan or agreement applicable to a terminationof your employment.This offer is contingent upon successful completion of our pre-employment checks. These include: 1.a background check. The background screen is an investigative consumer report. Under the Fair Credit Reporting Act, you have the right tomake a written request for information about the nature and scope of this report. If you wish to make such a request, you may direct your letter tomy attention. You are also entitled to receive a written summary of your rights under the Fair Credit Reporting Act. 2.post-offer drug screen via current Company protocols and 3.proof of eligibility to work in the United States. 6 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com If you accept our offer, please sign below and return the signed letter to my attention at dpendleton@mdlz.com. Once your date of hire is established, youwill be provided information about the arrangements for your post offer drug screen and the required documents for verifying your eligibility to work in theUnited States.Should you have any questions concerning this information, please contact me. /s/ David H. Pendleton December 15, 2017David H. PendletonSVP Total Rewards & HR SolutionsMondelēz Global LLC DateI have read the above terms and conditions and, by signing below, do accept this offer. This letter does not, in any way, constitute an express or impliedcontract for employment. /s/ Glen Walter December 15, 2017Glen Walter Date[Signature Page to Mr. Glen Walter Offer Letter] 7 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com APPENDIX ACONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTYAND RESTRICTIVE COVENANTS AGREEMENTThis Confidential Information, Intellectual Property and Restrictive Covenants Agreement (“Covenant Agreement”) is made between the personspecified in that certain offer of employment (“Executive”) and Mondelēz International, Inc. (and any currently or previously-affiliated companies, parentcompanies, successors or predecessors, including Mondelēz Global LLC, Kraft Foods Inc., Kraft Foods Group, Inc., and Kraft Foods Global, Inc., hereafter,collectively, “MG”).WHEREAS, this Covenant Agreement is an extension of and incorporated into the offer of employment between Executive and MG under which MGdesires and agrees to employ Executive and Executive desires and agrees to be employed by MG (the “Offer Letter”); andWHEREAS, as part of performing Executive’s responsibilities for MG, Executive will have access to MG’s Confidential Information (as defined inParagraph 2(a) below) and Intellectual Property (as defined in Paragraph 3(a) below).NOW, THEREFORE, for good and valuable consideration, including the promises and covenants contained in this Covenant Agreement, includingmonetary consideration, Executive’s employment with MG and Executive’s access to and use of MG’s Confidential Information and Intellectual Property,MG and Executive hereby agree as follows:1. Consideration. In addition to Executive’s employment with MG and Executive’s access to and use of MG’s Confidential Information, asconsideration for this Covenant Agreement, MG will provide Executive with such consideration described in the Offer Letter, including, but not limited to,any sign on incentives and participation in the annual incentive plan and equity program. This Covenant Agreement shall control over any inconsistencywith any other plan, program, practice or agreement providing for any covenant or restriction provided herein (and such other plan, program, practice oragreement shall be disregarded unless Executive agrees in writing that such other plan, program, practice or agreement controls).2. Confidential Information.(a) Executive recognizes that MG derives economic value from information and trade secrets created (whether by Executive or others) and usedin MG’s business which is not generally known by the public, including but not limited to certain sales, marketing, strategy, financial, product,personnel, manufacturing, technical and other proprietary information and material (“Confidential Information”) which are the property of MG.Executive understands that this list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwiseidentified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context andcircumstances in which the information is known or used. Executive expressly acknowledges and agrees that, by virtue of Executive’s employmentwith MG, Executive will have access to and will use certain Confidential Information and that such Confidential Information constitutes MG’s tradesecrets and confidential and proprietary business information, all of which is MG’s exclusive property. For purposes of this Covenant Agreement,Confidential Information does not include information that is or may become known to Executive or to the public from sources outside MG andthrough means other than a breach of this Covenant Agreement. 1 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com (b) Executive further understands and acknowledges that this Confidential Information and MG’s ability to reserve it for the exclusiveknowledge and use of MG is of great competitive importance and commercial value to MG. Executive agrees that Executive will treat all ConfidentialInformation as strictly confidential and Executive will not, and will not permit any other person or entity to, directly or indirectly, without the priorwritten consent of MG: (i) use Confidential Information for the benefit of any person or entity other than MG; (ii) remove, copy, duplicate or otherwisereproduce any document or tangible item embodying or pertaining to any of the Confidential Information, except as required to perform Executive’sresponsibilities for MG; and (iii) while employed and thereafter, publish, release, disclose, deliver or otherwise make available to any third party anyConfidential Information by any communication, including oral, documentary, electronic or magnetic information transmittal device or media.Notwithstanding the foregoing, Executive shall be permitted to disclose Confidential Information to the extent (x) required by law, subpoena, orapplicable government or regulatory authority or (y) appropriate in connection with a legal dispute. To the extent legally permissible, executive shallpromptly provide written notice of any such subpoena or order to MG’s legal department.(c) Executive agrees and understands that the obligations under this Covenant Agreement with regard to the non-disclosure and non-use ofparticular Confidential Information shall commence immediately upon Executive first having access to Confidential Information (whether before orafter Executive begins employment with MG) and shall continue to exist during and after Executive’s employment with MG for so long as suchinformation remains Confidential Information and is not public knowledge other than as a result of the Executive’s breach of this Covenant Agreementor breach by those acting in concert with Executive or on Executive’s behalf. Nothing in this Agreement shall be construed to prohibit Executive fromreporting conduct to, providing truthful information to, or participating in any investigation or proceeding conducted by any federal, state or localgovernment agency or self-regulatory organization.(d) Executive understands that improper use or disclosure of the Confidential Information by Executive will cause MG to incur financial costs,loss of business advantage, liability under confidentiality agreements with third parties, civil damages and criminal penalties.(e) Protected Rights. Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaintwith the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, theSecurities and Exchange Commission, or any other federal, state or local governmental agency or commission (“Government Agencies”). Executivefurther understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate inany investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, withoutnotice to the Company. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies. 2 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com 3. Intellectual Property.(a) Disclosure and Assignment. Executive agrees to make prompt written disclosure to MG, to hold in trust for the sole right and benefit of MG,and to assign to MG all Executive’s right, title and interest in and to any patents, trademarks, copyrights, ideas, inventions (whether not patented orpatentable), original works of authorship (published or not), developments, improvements or trade secrets which Executive may solely or jointlyconceive or reduce to practice, or cause to be conceived or reduced to practice, during the period of Executive’s employment with MG and relating inany way to the business or contemplated business, research or development of MG (regardless of when or where the Intellectual Property is prepared orwhose equipment or other resources is used in preparing the same) (collectively “Intellectual Property”). Executive recognizes, provided prompt andfull disclosure by Executive to MG, that this Covenant Agreement will not be deemed to require assignment of any invention which was developedentirely on Executive’s own time without using MG’s equipment, supplies, facilities or trade secrets and neither relates to MG’s actual or anticipatedbusiness, research or development, nor resulted from work performed by Executive (solely or jointly with others) for MG.(b) Original Works. Executive acknowledges that all original works of authorship which have been or are made by Executive (solely or jointlywith others) within the scope of Executive’s employment with MG and which are protectable by copyright are the property of MG. To the extent thatany such original works have not already been transferred to or owned by MG, Executive hereby assigns all of Executive’s right, title and interest inthose works to MG.(c) Cooperation. Executive agrees to assist MG in every reasonable and proper way to obtain and enforce United States and foreign proprietaryrights relating to any and all patents, trademarks, inventions, original works of authorship, developments, improvements or trade secrets of MG in anyand all countries. Executive will execute, verify and deliver (i) such documents and perform such other acts (including appearing as a witness) as MGmay reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such proprietary rights and the assignmentthereof, and (ii) assignments of such proprietary rights to MG or its designee. Executive’s obligation to assist MG with respect to proprietary rights inany and all countries shall continue beyond the termination of employment. 3 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com (d) Other Obligations. In addition to Executive’s other obligations under this Paragraph 3, Executive shall promptly disclose to MG fully and inwriting all patent applications filed by Executive or on Executive’s behalf. At the time of each such disclosure, Executive shall advise MG in writingof any inventions that Executive believes are not required to be assigned pursuant to this Paragraph. Executive shall at that time provide to MG inwriting all evidence necessary to substantiate that belief. Executive understands that MG will keep in confidence, will not disclose to third parties andwill not use for any unauthorized purpose without Executive’s consent, any proprietary information disclosed in writing to MG pursuant to thisCovenant Agreement relating to inventions that are not required to be assigned pursuant to this subparagraph 3(d) and which were created ordeveloped by Executive after termination of Executive’s employment. Executive will preserve the confidentiality of any such invention that is or maybe required to be assigned, in whole or in part, pursuant to this Paragraph 3. Executive agrees to keep and maintain adequate and current records (in theform of notes, sketches, drawings and in any other form that may be required by MG) of all proprietary information developed by Executive and allinventions made by Executive during the period of employment at MG, which records shall be available to and remain the sole property of MG at alltimes. If MG becomes aware of a situation where it appears that its trade secrets are being used and/or disclosed by you, it will enforce its rights to thefullest degree allowed by law, including Federal or State trade secret law. An individual shall not be held criminally or civilly liable under any Federalor State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorneysolely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under anyFederal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding,if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law maydisclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files anydocument containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.4. Restrictive Covenants. Executive understands and agrees that the nature of Executive’s position with MG provides Executive with access to andknowledge of MG’s Confidential Information and places Executive in a position of trust and confidence with MG. Because of MG’s legitimate businessinterests and for the consideration afforded in this Covenant Agreement and Offer Letter, Executive agrees that during Executive’s employment with MG andfor a period of twelve (12) months following the termination of Executive’s employment from MG for any reason (the “Restricted Period”), Executive shallnot engage in the following Prohibited Conduct:(a) Non-Competition. Executive agrees that during the Restricted Period and in any geographic area in which Executive directly or indirectlyperformed responsibilities for MG or where Executive’s knowledge of Confidential Information would be useful to a competitor in competing againstMG, Executive will not engage in any conduct in which Executive contributes Executive’s knowledge and skills, directly or indirectly, in whole or inpart, as an executive, employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, internor any other similar capacity to a competitor or to an entity engaged in the same or similar business as MG, including those engaged in the business ofproduction, sale or marketing of snack foods (including, but not limited to gum, chocolate, confectionary products, biscuits or any other product orservice Executive had reason to know was under development by MG during Executive’s employment with MG) (“Competitive Business”) without thewritten consent of MG’s Executive Vice President of Global Human Resources, or designee, such consent to be provided by MG in its sole andabsolute discretion. Under no circumstances may Executive engage in any activity that may require or inevitably require Executive’s use or disclosureof MG’s Confidential Information. 4 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com (b) Non-Solicitation of Customers or Accounts. Executive understands and acknowledges that MG has expended and continues to expendsignificant time and expense in pursuing and retaining its customers and accounts, and that the loss of customers and accounts would cause significantand irreparable harm to MG. Executive therefore agrees that during the Restricted Period and for Executive or the direct or indirect benefit of any entityengaged in the same or similar business as MG, including those engaged in the business of production, sale or marketing of snack foods (including butnot limited to gum, chocolate, confectionary products, biscuits or any other product or service Executive had reason to know was under developmentby MG during Executive’s employment with MG), Executive will not (i) solicit business from or perform services for, or for the benefit of, any customeror account of MG with which Executive had contact, participated in the contact, or about which Executive had knowledge of Confidential Informationby reason of Executive’s relationship with MG within the twelve (12) month period prior to Executive’s separation of employment from MG, or(ii) solicit business from or perform services for, or for the benefit of, any customer or account MG actively pursued for business and with whichExecutive had contact, participated in the contact, or about which Executive had knowledge of Confidential Information by reason of Executive’srelationship with MG within the twelve (12) month period prior to Executive’s separation of employment from MG.(c) Non-Solicitation of Employees. Executive understands and acknowledges that MG has expended and continues to expend significant timeand expense in recruiting and training its employees, and that the loss of employees would cause significant and irreparable harm to MG. Executivetherefore agrees and covenants that during the Restricted Period Executive will not directly, or indirectly, solicit, hire, recruit, attempt to hire or recruit,or induce the termination of employment of any executive of MG.(d) Judicial Amendment. Executive and MG acknowledge the reasonableness of the agreements set forth in this Section 4 and the specificallyacknowledge the reasonableness of the geographic area, duration of time and subject matter that are part of the covenant not to compete contained inSection 4(a)-(c). Executive further acknowledges that Executive’s skills are such that Executive can be gainfully employed in noncompetitiveemployment and that the parties’ agreement not to compete will in no manner prevent Executive from earning a living. Notwithstanding the foregoing,in the event it is judicially determined that any of the limitations contained in this Section 4 are unreasonable, illegal or offensive under anyapplicable law and may not be enforced as agreed herein, the parties agree that the unreasonable, illegal or offensive portions of this Section 4, whetherthey relate to duration, area or subject matter, shall be and hereby are revised to conform with all applicable laws and that this Agreement, as modified,shall remain in full force and effect and shall not be rendered void or illegal. 5 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com 5. Return of MG Property. Unless otherwise specified by MG in a separation or other similar-type agreement, within five (5) days of Executive’sseparation of employment from MG or as such other time as specified in the sole discretion of MG, Executive shall return all Confidential Information and allother MG property (whether in electronic or paper form) in Executive’s possession, including documents, files, manuals, handbooks, notes, keys and anyother items, files or documents (whether in electronic or paper form).6. No Disparagement or Harm. Executive agrees that, in discussing Executive’s relationship with MG and its affiliated and parent companies andtheir business and affairs, Executive will not disparage, discredit or otherwise refer to in a detrimental manner MG, its affiliated and parent companies or theirofficers, directors and Executives. MG agrees that, in discussing Executive’s relationship with MG and its affiliated and parent companies and their businessand affairs, MG (via any authorized public statement), officers or members of MG’s Board of Directors will not disparage, discredit or otherwise refer toExecutive in a detrimental manner. This Paragraph does not, in any way, restrict or impede Executive or MG (or its officers and directors), respectively, fromexercising protected rights including the right to communicate with any federal, state or local agency or self-regulatory agency, including any with which acharge has been filed, to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid orderof a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulationor order. Respectively, and to the extent legally permissible, executive shall promptly provide written notice of any such order to MG’s legal department andthe Company shall promptly provide written notice of any such order to Executive.7. Remedies. Should Executive or MG breach any of the provisions contained in Paragraphs 2 through 6 of this Covenant Agreement, in addition toany other remedies available to MG or Executive, as applies, if Executive is the breaching party, Executive will be obligated to pay back to MG anypayment(s) received pursuant to the Offer Letter. MG and Executive further acknowledge and agree that MG or Executive, as may apply, will or would sufferirreparable injury in the event of a breach or violation or threatened breach or violation of the provisions set forth in this Covenant Agreement, and agree thatin the event of a breach or violation of such provisions the aggrieved party will be awarded injunctive relief by a court of competent jurisdiction to prohibitany such violation or breach, and that such right to injunctive relief will be in addition to any other remedy which may be ordered by the court or anarbitrator. The equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. 6 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com 8. Notification. Executive agrees that in the event Executive is offered to enter into an employment relationship with a third party at any time duringthe Restricted Period, Executive shall immediately advise said other third party of the existence of this Covenant Agreement and shall immediately providesaid person or entity with a copy of this Covenant Agreement.9. Arbitration of Claims. In the event either Executive or MG contests the interpretation or application of any of the terms of this CovenantAgreement, the complaining party shall notify the other in writing of the provision that is being contested. If the parties cannot satisfactorily resolve thedispute within thirty (30) days, the matter will be submitted to arbitration. An arbitrator will be chosen pursuant to the American Arbitration Association’s(“AAA”) Employment Arbitration Rules and Mediation Procedures. The arbitrator’s fees and expenses and filing fees shall be borne by MG. The hearing shallbe held at a mutually agreeable location and the arbitrator shall issue a written award which shall be final and binding upon the parties. Executive agrees towaive the right to a jury trial. Notwithstanding anything contained in this Paragraph 9, MG and Executive shall each have the right to institute judicialproceedings against the other party or anyone acting by, through or under the other party, in order to enforce its rights under Paragraphs 2 through 6 throughspecific performance, injunction, or similar equitable relief. Claims not covered by arbitration are those claims seeking injunctive and other relief due tounfair competition, due to the use or unauthorized disclosure of trade secrets or confidential information, due to wrongful conversion, breach of theIntellectual Property covenants, and the breach of the restrictive covenants set forth in Paragraphs 2 through 6.10. Entire Agreement and Severability. This is the entire agreement between Executive and MG on the subject matter of this Covenant Agreement.This Covenant Agreement may not be modified or canceled in any manner except by a writing signed by both Executive and an authorized MG official.Executive acknowledges that MG has made no representations or promises to Executive, other than those in this Covenant Agreement. If any provision inthis Covenant Agreement is found to be unenforceable, all other provisions will remain fully enforceable. The covenants set forth in this CovenantAgreement shall be considered and construed as separate and independent covenants. Should any part or provision of any provision of this CovenantAgreement be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not renderinvalid, void or unenforceable any other part or provision of this Covenant Agreement. If the release and waiver of claims provisions of any agreement relatedto this Covenant Agreement are held to be unenforceable, the parties agree to enter into a release and waiver agreement that is enforceable.11. Not a Contract of Employment. Executive acknowledges and understands that nothing in this Covenant Agreement is intended to, nor should beconstrued to, alter the at-will nature of Executive’s employment relationship with MG, nor to guarantee Executive’s employment for any specified term.Notwithstanding any provision of this Covenant Agreement, Executive and/or MG may terminate Executive’s employment at-will, for any reason permittedby law, with or without notice, and upon such termination, the rights and obligations set forth herein shall continue as expressly provided, subject to. 7 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com 12. Tolling. Should Executive violate any of the terms of the confidentiality or restrictive covenant obligations in this Covenant Agreement, theobligation at issue will run from the first date on which Executive ceases to be in violation of such obligation.13. Attorneys’ Fees. Should either party breach any of the provisions of Paragraphs 2 through 6 of this Covenant Agreement, to the extent authorizedby state law, the non-prevailing party (as determined by the trier of fact) will be responsible for payment of all reasonable attorneys’ fees and costs that theprevailing party incurs in the course of such proceeding (including demonstrating the existence of a breach and any other contract enforcement efforts orsuccessfully defending against an allegation of such breach).14. Governing Law. This Covenant Agreement shall be governed under and construed in accordance with the laws of the State of Illinois withoutgiving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than Illinois.Executive agrees that any legal proceeding concerning this Covenant Agreement may only be brought and held in a state or federal court located in the Stateof Illinois. Executive consents to the personal jurisdiction of such courts and agrees not to claim that any such courts are inconvenient or otherwiseinappropriate.15. Successors and Assigns. This Covenant Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successorsand permitted assigns. Executive may not assign Executive’s rights and obligations under this Covenant Agreement without prior written consent of MG.MG may assign this Covenant Agreement and/or its rights or obligations under this Covenant Agreement. Any and all rights and remedies of MG under thisCovenant Agreement shall inure to the benefit of and be enforceable by any successor or assignee of MG.[Signatures are on the following page] 8 Mondelēz Global LLCEast Hanover, NJ 07936 USA mondelezinternational.com IN WITNESS WHEREOF, the parties agree that this Covenant Agreement is an extension of and incorporated into the Offer Letter between Executiveand MG, and the parties have executed this Offer Letter freely and voluntarily with the intention of being legally bound by it. MONDELEZ GLOBAL LLCBy: /s/ David H. PendletonPrint Name: David H. PendletonDated: December 15, 2017 EXECUTIVEBy: /s/ Glen WalterPrint Name: Glen Walter Dated: December 15, 2017 [Signature Page to Confidential Information, Intellectual Property and Restrictive Covenants Agreement- Appendix A to Glen Walter Offer Letter] 9 Exhibit 10.37INDEMNITY AGREEMENTThis Indemnification Agreement (“Agreement”) is made as of November 20, 2017 by and between Mondelēz International, Inc., a Virginia corporation(the “Company”), and Dirk Van de Put (“Indemnitee”).RECITALSWHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as a director unless they are provided withadequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;WHEREAS, the Articles of Incorporation of the Company and the Virginia Stock Corporation Act (the “Virginia Act”) expressly provide that theindemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company andmembers of the board of directors and other persons with respect to indemnification;WHEREAS, it is reasonable and prudent for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, itsdirectors to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will notbe protected, and to confirm that when they cease to be directors they will continue to be entitled to such indemnification and advancement of expenses; andWHEREAS, this Agreement is a supplement to and in furtherance of the Articles of Incorporation of the Company and any resolutions adoptedpursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agreeas follows:Section 1. Services to the Company. Indemnitee agrees to serve as a director of the Company. Indemnitee may at any time and for any reason resignfrom the board of directors. This Agreement shall not be deemed an employment contract between the Company and Indemnitee. The foregoingnotwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director of the Company.Section 2. Definitions. As used in this Agreement:(a) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly orindirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstandingsecurities; (ii) Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of thisAgreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person whohas effected, or entered into an agreement with the Company to effect, a transaction described in Sections 2(a)(i), 2(a)(iii) or 2(a)(iv)) whose election by theBoard or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then still in office who eitherwere directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute aleast a majority of the members of the Board;(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger orconsolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing torepresent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting powerof the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority ofthe board of directors or other governing body of such surviving entity;(iv) Dissolution or Disposition of Assets. The approval by the shareholders of the Company of the dissolution of the Company or of anagreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14Aof Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or notthe Company is then subject to such reporting requirement.For purposes of this Section 2(a), the following terms shall have the following meanings:(A) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.(B) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shallexclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) anycorporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stockof the Company.(C) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, thatBeneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the shareholders of the Company approving amerger of the Company with another entity, and further provided, that any calculation of securities beneficially owned by a Beneficial Ownershall include securities that are the subject of a derivative that creates for the Beneficial Owner the economic equivalent of ownership in suchsecurities for the Beneficial Owner by tying the value of the derivative to the price or value of such securities. (b) “Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of the Company or of any othercorporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at therequest of the Company.(c) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of whichindemnification is sought by Indemnitee.(d) “Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employeebenefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.(e) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the typescustomarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, orotherwise participating in, a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding,including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.(f) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is,nor in the past three years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect tomatters concerning the Indemnitee under this Agreement, or other indemnitees under similar indemnification agreements), or (ii) any other party to theProceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include anyperson who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company orIndemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of theIndependent Counsel referred to above and to indemnify such counsel fully against any and all Expenses, claims, liabilities and damages arising out of orrelating to this Agreement or its engagement pursuant hereto. (g) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism,investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company orotherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee was, is or will be involved as a party or otherwise byreason of the fact that Indemnitee is or was a director of the Company, by reason of any action taken by Indemnitee or of any action on Indemnitee’s partwhile acting as director of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer,employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not servingin such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided underthis Agreement; except one initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement.(h) Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respectto any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director of the Company which imposesduties on, or involves services by, such director respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faithand in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed not tohave engaged in willful misconduct or a knowing violation of criminal law.Section 3. (a) Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 ifIndemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, including a Proceeding by or in the right of the Company to procure ajudgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses,judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or anyclaim, issue or matter therein, except for indemnification of the Indemnitee for Indemnitee’s willful misconduct or his knowing violation of the criminal law.(b) Settlement.(i) The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of anyProceeding Indemnitee effected without the Company’s prior written consent, not to be unreasonably withheld.(ii) The Company shall not, without the prior written consent of Indemnitee (not to be unreasonably withheld), consent to the entry ofany judgment against Indemnitee or enter into any settlement or compromise which (A) includes an admission of fault of Indemnitee, any non-monetaryremedy affecting or obligation of Indemnitee, or monetary obligation for which Indemnitee is not indemnified hereunder or (B) with respect to anyProceeding with respect to which Indemnitee is likely to be or is made a party, witness or participant or is otherwise entitled to seek indemnificationhereunder, does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which releaseshall be in form and substance reasonably satisfactory to Indemnitee. Section 4. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement (otherthan Section 6(a) or (c) of this Agreement), to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in)and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shallindemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful insuch Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Companyshall, subject to Section 6(a) and (c) of this Agreement, indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or onIndemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, theCompany also shall, subject to Section 6(a) and (c) of this Agreement, indemnify Indemnitee against all Expenses reasonably incurred in connection with aclaim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section 4 and without limitation, thetermination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to suchclaim, issue or matter.Section 5. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement (other than Section 6(a) and (c) of thisAgreement), to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness inany Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee oron Indemnitee’s behalf in connection therewith.Section 6. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make anyindemnity in connection with any claim made against Indemnitee:(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, exceptwith respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within themeaning of Section 16(b) of the Securities Exchange Act of 1934, as amended; or(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of anyProceeding) initiated by Indemnitee prior to a Change of Control against the Company or its directors, officers, employees or other indemnitees, unless (i) theBoard of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides theindemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.Section 7. Advances of Expenses. (a) In accordance with the pre-existing requirement of Section VI C of the Articles of Incorporation of the Company, and notwithstanding anyprovision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company shall advance, to the extent not prohibited by law, theExpenses reasonably incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within 30 days after the receipt by theCompany of a statement or statements requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred withinthe next 30 days) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advancesshall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification underthe other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right ofadvancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shallqualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking that the Indemnitee will repaythe advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company.(b) In the event the Company is obligated under this Section 7 hereof to pay, and pays the Expenses of any Proceeding against Indemnitee, theCompany, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not beunreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel byIndemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counselsubsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counselin any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company,(B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any suchdefense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee to assume the defense of such Proceeding, then the fees andexpenses of Indemnitee’s counsel shall be at the expense of the Company.(c) This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a) or (c) of thisAgreement.Section 8. Procedure for Notification and Defense of Claim. To obtain indemnification under this Agreement, Indemnitee shall submit to the Companya written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary todetermine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such action, suit or proceeding. Theomission to notify the Company will not relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. TheSecretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requestedindemnification.Section 9. Procedure Upon Application for Indemnification. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 8, a determination, if required by applicablelaw, with respect to Indemnitee’s entitlement thereto shall be made in the specific case in accordance with Section 13.1-701B of the Virginia Act and SectionVI C of the Company’s Articles of Incorporation. Indemnitee shall cooperate with the person, persons or entity making such determination with respect toIndemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation orinformation which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to suchdetermination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person,persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement toindemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(a) hereof, theIndependent Counsel shall be selected as provided in this Section 9(b). If a Change in Control shall not have occurred, the Independent Counsel shall beselected by the Board of Directors, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counselso selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that suchselection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Companyadvising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days aftersuch written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection;provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of“Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, theIndependent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that suchobjection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant toSection 8 hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company orIndemnitee may petition the Virginia Court (as defined in Section 20 of this Agreement) for resolution of any objection which shall have been made by theCompany or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by theCourt or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shallact as Independent Counsel under Section 9(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(a) ofthis Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards ofprofessional conduct then prevailing).Section 10. Presumptions and Effect of Certain Proceedings. (a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making suchdetermination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification inaccordance with Section 8 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the makingby any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors orIndependent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper inthe circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors orIndependent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption thatIndemnitee has not met the applicable standard of conduct.(b) Subject to Section 11(e), if the person, persons or entity empowered or selected under Section 9 of this Agreement to determine whetherIndemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, therequisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification,absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materiallymisleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, thatsuch 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making thedetermination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentationand/or information relating thereto; and provided, further, that the foregoing provisions of this Section 10(b) shall not apply if the determination ofentitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(a) of this Agreement.(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea ofnolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee toindemnification or create a presumption that Indemnitee was guilty of willful misconduct or a knowing violation of criminal law.(d) Actions of Others. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not beimputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Section 11. Remedies of Indemnitee.(a) Subject to Section 11(e), in the event that (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitledto indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii) no determination ofentitlement to indemnification shall have been made pursuant to Section 9(a) of this Agreement within 90 days after receipt by the Company of the requestfor indemnification, (iv) payment of indemnification is not made pursuant to Section 4 or 5 or the last sentence of Section 9(a) of this Agreement within ten(10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 3 of this Agreement is not madewithin ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by acourt of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to beconducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence suchproceeding seeking an adjudication or an award in arbitration within one hundred eighty (180) days following the date on which Indemnitee first has theright to commence such proceeding pursuant to this Section 11(a); provided, however, that the foregoing clause shall not apply in respect of a proceedingbrought by Indemnitee to enforce Indemnitee’s rights under Section 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any suchadjudication or award in arbitration.(b) In the event that a determination shall have been made pursuant to Section 9(a) of this Agreement that Indemnitee is not entitled toindemnification, any judicial proceeding or arbitration commenced pursuant to this Section 11 shall be conducted in all respects as a de novo trial, orarbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitrationcommenced pursuant to this Section 11 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement ofExpenses, as the case may be.(c) If a determination shall have been made pursuant to Section 9(a) of this Agreement that Indemnitee is entitled to indemnification, theCompany shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 11, absent (i) a misstatementby Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with therequest for indemnification, or (ii) a prohibition of such indemnification under applicable law.(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 11 that theprocedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator thatthe Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested byIndemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such expensesto Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from theCompany under this Agreement or under any directors’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimatelyis determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be. (e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreementshall be required to be made prior to the final disposition of the Proceeding.Section 12. Non-exclusivity; Survival of Rights; Insurance; Subrogation.(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of anyother rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Articles of Incorporation, any agreement, a vote ofshareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrictany right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment,alteration or repeal. To the extent that a change in Virginia law, whether by statute or judicial decision, permits greater indemnification or advancement ofExpenses than would be afforded currently under the Company’s Articles of Incorporation and this Agreement, it is the intent of the parties hereto thatIndemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive ofany other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now orhereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent theconcurrent assertion or employment of any other right or remedy.(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees oragents of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at therequest of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverageavailable for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim eligible forindemnification pursuant to the terms hereof, the Company has director liability insurance in effect, the Company shall give prompt notice of thecommencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter takeall necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordancewith the terms of such policies.(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights ofrecovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents asare necessary to enable the Company to bring suit to enforce such rights.(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for whichadvancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract,agreement or otherwise. (e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee with respect to service at the request of the Companyas a director, officer, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or otherenterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation,limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise with respect to such service.Section 13. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (i) ten (10) years after the date that Indemniteeshall have ceased to serve as a director of the Company or (ii) one (1) year after the final termination of any Proceeding then pending in respect of whichIndemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant toSection 11 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to thebenefit of Indemnitee and Indemnitee’s heirs, executors and administrators.Section 14. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reasonwhatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of anySection of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shallnot in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall bedeemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullestextent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any suchprovision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intentmanifested thereby.Section 15. Enforcement.(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby inorder to induce Indemnitee to continue to serve as a director of the Company and/or to confirm to Indemnitee that after Indemnitee ceases to be a directorIndemnitee will continue to be entitled to indemnification and advancement of expenses by the Company, and the Company acknowledges that Indemniteeis relying upon this Agreement in continuing to serve as a director of the Company and has provided other good and valuable consideration in connectionwith this Agreement, the sufficiency and receipt of which are hereby acknowledged.(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prioragreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that thisAgreement is a supplement to and in furtherance of, the Articles of Incorporation of the Company and applicable law, and shall not be deemed a substitutetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder. Section 16. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing bythe parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of thisAgreement nor shall any waiver constitute a continuing waiver.Section 17. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation,subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that may be subject to indemnification or advancementof Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation that it may have to theIndemnitee under this Agreement or otherwise; provided, however, that a delay in giving such notice shall not deprive Indemnitee of any right to beindemnified under this Agreement unless, and then only to the extent that, such delay is materially prejudicial to the defense of such claim.Section 18. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to havebeen duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed bycertified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courierand receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile transmission, with receipt of oralconfirmation that such transmission has been received:(i) if to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide tothe Company; and(ii) if to the Company to Secretary, Mondelēz International, Inc., Three Parkway North, Deerfield, IL 60015.or to any other address as may have been furnished to Indemnitee by the Company or vice versa.Section 19. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailableto Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whetherfor judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to anindemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in orderto reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding;and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/ortransaction(s). Section 20. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construedand enforced in accordance with, the laws of the Commonwealth of Virginia, without regard to its conflict of laws rules. Except with respect to any arbitrationcommenced by Indemnitee pursuant to Section 11(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree thatany action or proceeding arising out of or in connection with this Agreement shall be brought only in the Circuit Court for Henrico County, Commonwealthof Virginia (the “Virginia Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent tosubmit to the exclusive jurisdiction of the Virginia Court for purposes of any action or proceeding arising out of or in connection with this Agreement,(iii) waive any objection to the laying of venue of any such action or proceeding in the Virginia Court, and (iv) waive, and agree not to plead or to make, anyclaim that any such action or proceeding brought in the Virginia Court has been brought in an improper or inconvenient forum.Section 21. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to bean original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whomenforceability is sought needs to be produced to evidence the existence of this Agreement. Section 22. Miscellaneous. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitutepart of this Agreement or to affect the construction thereof.IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written. MONDELĒZ INTERNATIONAL, INC. INDEMNITEEBy: /s/ Carol J. Ward By: /s/ Dirk Van de PutName: Carol J. Ward Name: Dirk Van de PutOffice: Vice President and Corporate Secretary Address: 156 W. Superior, Chicago, IL 60654 EXHIBIT 12.1Mondelēz International, Inc. and SubsidiariesComputation of Ratios of Earnings to Fixed Charges(in millions of dollars, except ratio) Years Ended December 31, 2017 2016 2015 2014 2013 Earnings from continuing operations before income taxes $3,124 $1,454 $7,884 $2,554 $2,392 Add / (Deduct): Equity in net earnings of less than 50% owned affiliates (1) – – (56) (112) (107) Distributed income from less than 50% owned affiliates 152 75 58 61 66 Fixed charges 491 721 825 965 1,145 Interest capitalized, net of amortization (5) (6) (7) (3) (2) Earnings available for fixed charges $ 3,762 $ 2,244 $ 8,704 $ 3,465 $ 3,494 Fixed charges: Interest incurred: Interest expense (2) $391 $609 $714 $882 $1,031 Capitalized interest 5 6 7 3 2 396 615 721 885 1,033 Portion of rent expense deemed to represent interest factor 95 106 104 80 112 Fixed charges $491 $721 $825 $965 $1,145 Ratio of earnings to fixed charges 7.7 3.1 10.6 3.6 3.1 Notes:(1)With the deconsolidation of our global coffee businesses on July 2, 2015, we began to recognize predominantly coffee-related equity method investment earnings outsideof pre-tax earnings within earnings from continuing operations after income taxes. Refer to Note 1, Summary of Significant Accounting Policies – Principles ofConsolidation.(2)Excludes interest related to uncertain tax positions, which is recorded in our tax provision. Exhibit 21.1Mondelēz International, Inc.Subsidiaries - 2017 Entity Name CountryLU Algerie S.p.A. AlgeriaCadbury Bebidas De Argentina S.A. ArgentinaMondelez Argentina S.A. ArgentinaNabisco Inversiones S.R.L. ArgentinaVan Mar SA ArgentinaA.C.N. 005 088 460 Pty Ltd AustraliaCadbury Marketing Services Pty Limited AustraliaGeneral Foods Pty. Ltd. AustraliaKF (Australia) Pty. Ltd. AustraliaKraft Jacobs Suchard (Australia) Pty. Ltd. AustraliaLanes Biscuits Pty. Ltd. AustraliaLanes Food (Australia) Pty. Ltd. AustraliaMacRobertson Pty Limited AustraliaMondelez Australia (Foods) Ltd AustraliaMondelez Australia Group Co Pty Ltd AustraliaMondelez Australia Group Investments LP AustraliaMondelez Australia Holdings Pty. Ltd. AustraliaMondelez Australia Investments Pty Ltd AustraliaMondelez Australia Pty. Ltd. AustraliaMondelez Australia Services Pty. Ltd. AustraliaMondelez New Zealand Holdings (Australia) Pty. Ltd. AustraliaRecaldent Pty Ltd AustraliaMirabell Salzburger Confiserie-und Bisquit GmbH AustriaMondelez Austria Services GmbH AustriaMondelez Oesterreich GmbH AustriaMondelez Oesterreich Production GmbH AustriaSalzburger Suesswarenfabrik K.G. AustriaFulmer Corporation Limited BahamasMondelez Bahrain Biscuits WLL BahrainMondelez Bahrain W.L.L. BahrainOOO Mondelez International Bel BelarusConfibel SPRL BelgiumKraft Foods Belgium Intellectual Property BelgiumMondelez Belgium Biscuits Production NV BelgiumMondelez Belgium BVBA BelgiumMondelez Belgium Chocolate Production BVBA BelgiumMondelez Belgium Manufacturing Services BVBA BelgiumMondelez Belgium Services BVBA BelgiumMondelez Namur Production SPRL BelgiumMondelez de Alimentos Bolivia S.R.L. BoliviaCadbury Botswana (Proprietary) Limited BotswanaCadbury Confy (Proprietary) Limited BotswanaMondelez Brasil Ltda. BrazilMondelez Brasil Norte Nordeste Ltda. BrazilMondelez Bulgaria EOOD BulgariaMondelez Bulgaria Holding AD Bulgaria Entity Name CountryMondelez Bulgaria Production EOOD Bulgaria152999 Canada Inc. Canada3072440 Nova Scotia Company CanadaMCI Finance Inc. CanadaMondelez Asia Pacific (Alberta) GP ULC CanadaMondelez Canada Holdings ULC CanadaMondelez Canada Inc. CanadaTCI Realty Holdings Inc. CanadaMondelez Chile S.A. ChileCadbury Confectionery (Guangzhou) Co., Limited ChinaCadbury Food Co. Limited China ChinaCadbury Marketing Services Co Ltd Shanghai ChinaMondelez Beijing Food Co., Ltd. ChinaMondelez China Co., Ltd ChinaMondelez Jiangmen Food Co., Ltd. ChinaMondelez Shanghai Business Services Co., Ltd. ChinaMondelez Shanghai Food Co., Ltd. ChinaMondelez Shanghai Foods Corporate Management Co., Ltd. ChinaMondelez Suzhou Food Co., Ltd. ChinaNabisco Food (Suzhou) Co. Ltd. ChinaMondelez Colombia S.A.S. ColombiaServicios Comerciales Colombia SAS ColombiaEl Gallito Industrial, S.A. Costa RicaMondelez Business Services Costa Rica Limitada Costa RicaMondelez Costa Rica Limitada Costa RicaMondelez Zagreb d.o.o. CroatiaMondelez CR Biscuit Production s.r.o. Czech RepublicMondelez Czech Republic s.r.o. Czech RepublicOpavia Lu s.r.o. Czech RepublicKraft Foods Danmark Intellectual Property ApS DenmarkMondelez Danmark ApS DenmarkMondelez Dominicana, S.A. Dominican RepublicMondelez Ecuador Cia. Ltda. EcuadorMondelez Egypt Foods S.A.E. EgyptMondelez Egypt Trading SAE EgyptMondelez El Salvador, Ltda. de C.V. El SalvadorMondelez Eesti Osauhing EstoniaKraft Foods Finland Production Oy FinlandMondelez Finland OY FinlandGenerale Biscuit Glico France FranceGenerale Biscuit SAS FranceKraft Foods France Biscuit S.A.S. FranceKraft Foods France Intellectual Property S.A.S. FranceMondelez France Antilles Guyane Distribution SAS FranceMondelez France Biscuit Distribution SAS FranceMondelez France Biscuits Production SAS FranceMondelez France Ocean Indien Distribution SAS FranceMondelez France R&D SAS France Entity Name CountryMondelez France S.A.S. FranceMondelez Toulouse Confectionery Production SAS FranceMondelez Georgia LLC GeorgiaCarlton Lebensmittel Vertriebs GmbH GermanyDon Snack Foods Handelsgesellschaft GmbH GermanyKraft Foods Deutschland Biscuits Grundstuecksverwaltungs GmbH & Co. KG GermanyKraft Foods Deutschland Holding Grundstuecksverwaltungs GmbH & Co. KG GermanyKraft Foods Deutschland Production Grundstuecksverwaltungs GmbH & Co. KG GermanyMarabou GmbH GermanyMondelez Deutschland Biscuits Production GmbH GermanyMondelez Deutschland GmbH GermanyMondelez Deutschland R&D GmbH GermanyMondelez Deutschland Services GmbH & Co. KG GermanyMondelez Deutschland Snacks Production GmbH & Co. KG GermanySuchard GmbH GermanyTobler GmbH GermanyCadbury Ghana Limited GhanaLapworth Commodities Limited GhanaMondelez Hellas Production S.A. GreeceMondelez Hellas S.A. GreeceMondelez Guatemala, Ltda. GuatemalaLanders Centro Americana, Fabricantes de Molinos Marca “Corona” S.A. de C.V. HondurasMondelez Honduras, S. de R.L. HondurasCadbury Trading Hong Kong Ltd. Hong KongMondelez Hong Kong Limited Hong KongGyori Keksz Kft SARL HungaryMondelez Hungaria IP Kft HungaryMondelez Hungaria Kft HungaryC S Business Services (India) Pvt. Limited IndiaInduri Farm Limited IndiaKJS India Private Limited IndiaMondelez India Foods Private Limited IndiaP.T. Cadbury Indonesia IndonesiaP.T. Cipta Manis Makmur IndonesiaP.T. Kraft Symphoni Indonesia IndonesiaP.T. Kraft Ultrajaya Indonesia IndonesiaP.T. Mondelez Indonesia IndonesiaP.T. Mondelez Indonesia Manufacturing IndonesiaP.T. Mondelez Indonesia Trading IndonesiaAlreford DAC IrelandBerkeley Re DAC IrelandCadbury Schweppes Ireland Limited IrelandCadbury Schweppes Treasury America IrelandCadbury Schweppes Treasury International IrelandCadbury Schweppes Treasury Services IrelandKraft Foods Ireland Intellectual Property Ltd IrelandMondelez Ireland Insurance Holdings Ltd. IrelandMondelez Ireland Limited Ireland Entity Name CountryMondelez Ireland Production Limited IrelandTrebor (Dublin) Limited IrelandTrebor Ireland Limited IrelandGreencastle Drinks IrelandFattorie Osella S.p.A. ItalyKraft Foods Italia Intellectual Property S.r.l. ItalyMondelez Italia Biscuits Production S.p.A ItalyMondelez Italia S.r.l. ItalyMondelez Italia Services S.r.l. ItalyMeito Adams Company Limited JapanMondelez Japan Ltd JapanMondelez Kazakhstan LLP KazakhstanCadbury Kenya Limited KenyaDong Suh Foods Corporation KoreaMigabang Limited Company KoreaSIA Mondelez Latvija LatviaCadbury Adams Middle East Offshore S.A.L. LebanonCadbury Adams Middle East S.A.L. LebanonAB Kraft Foods Lietuva LithuaniaUAB Mondelez Baltic LithuaniaUAB Mondelez Lietuva Production LithuaniaAdams Marketing (M) Sdn Bhd MalaysiaCadbury Confectionery Malaysia Sdn. Bhd. MalaysiaCadbury Confectionery Sales (M) Sdn. Bhd. MalaysiaMondelez Malaysia Sales Sdn. Bhd. MalaysiaMondelez Malaysia Sdn. Bhd. MalaysiaCadbury Mauritius Ltd MauritiusCorporativo Mondelez, S. en N.C. de C.V. MexicoMondelez Mexico, S. de R.L. de C.V. MexicoProductos Mondelez, S. de R.L. de C.V. MexicoServicios Integrales Mondelez, S. de R.L. de C.V. MexicoServicios Mondelez, S. de R.L. de C.V. MexicoMondelez Maroc SA MoroccoSTE Immobiliere Ibrahim D’Ain Sebaa MoroccoSpringer Schokoladenfabrik (Pty) Limited NamibiaAbades B.V. NetherlandsAztecanana BV NetherlandsCadbury CIS B.V. NetherlandsCadbury Enterprises Holdings B.V. NetherlandsCadbury Holdings B.V. NetherlandsCadbury Netherlands International Holdings B.V. NetherlandsGernika, B.V. NetherlandsKraft Foods Central & Eastern Europe Service B.V. NetherlandsKraft Foods Česko Holdings BV NetherlandsKraft Foods Entity Holdings B.V. NetherlandsKraft Foods Holland Holding BV NetherlandsKraft Foods Intercontinental Netherlands C.V. NetherlandsKraft Foods LA MB Holding B.V. Netherlands Entity Name CountryKraft Foods LA MC B.V. NetherlandsKraft Foods LA NMB B.V. NetherlandsKraft Foods LA NVA B.V. NetherlandsKraft Foods LA VA Holding B.V. NetherlandsKraft Foods Nederland Biscuit C.V. NetherlandsKraft Foods Nederland Intellectual Property BV NetherlandsKraft Foods North America and Asia B.V. NetherlandsKTL S. de R.L. de C.V. NetherlandsMondelez Coffee Holdco BV NetherlandsMondelez Espana Biscuits Holdings B.V. NetherlandsMondelez International Holdings Netherlands B.V. NetherlandsMondelez Nederland B.V. NetherlandsMondelez Nederland Services B.V. NetherlandsMondelez Netherlands RUS Holdings B.V. NetherlandsMondelez New Zealand New ZealandMondelez New Zealand Investments New ZealandMondelez Nicaragua, S.A. NicaraguaCadbury Nigeria PLC NigeriaKraft Foods Norge Intellectual Property AS NorwayMondelez Norge A/S NorwayMondelez Norge Production AS NorwayMondelez Pakistan Limited PakistanMondelez Panama, S. de R.L. PanamaMondelez Peru S.A. PeruMondelez Philippines, Inc. PhilippinesNabisco Philippines Inc. PhilippinesLu Polska Sp. z.o.o. PolandMondelez International RD&Q Sp. z.o.o. PolandMondelez Polska Production sp. z.o.o. PolandMondelez Polska Sp. z.o.o. PolandMondelez Portugal, Unipessoal Lda. PortugalMondelez Puerto Rico LLC Puerto RicoMondelez Romania S.A. RomaniaMon’delez Rus LLC RussiaMondelez Arabia for Trading LLC Saudi ArabiaNabisco Arabia Co. Ltd. Saudi ArabiaMondelez d.o.o. Beograd SerbiaMondelez Procurement d.o.o. Beograd SerbiaKraft Foods Holdings Singapore Pte. Ltd. SingaporeKraft Foods Trading Singapore Pte. Ltd. SingaporeKraft Helix Singapore Pte. Ltd. SingaporeKuan Enterprises Pte. Ltd. SingaporeMondelez Asia Pacific Pte. Ltd. SingaporeMondelez Business Services AP Pte Ltd SingaporeMondelez International AMEA PTE. Ltd. SingaporeMondelez Singapore Pte. Ltd. SingaporeSymphony Biscuits Holdings Pte. Ltd. SingaporeMondelez European Business Services Centre s.r.o. Slovakia Entity Name CountryMondelez Slovakia Holding a.s. SlovakiaMondelez Slovakia Intellectual Property s.r.o. SlovakiaMondelez Slovakia s.r.o. SlovakiaMondelez SR Production s.r.o. SlovakiaMondelez, trgovska druzba, d.o.o, Ljubjana SloveniaCadbury South Africa (Pty) Limited South AfricaChapelat-Humphries Investments (Pty) Limited South AfricaMondelez South Africa (Pty) Ltd. South AfricaSouth Africa LP South AfricaKraft Foods Espana Holdings S.L.U. SpainKraft Foods Espana Intellectual Property SLU SpainMondelez Espana Commercial, S.L.U. SpainMondelez Espana Confectionery Production, SLU SpainMondelez Espana Galletas Production, S.L.U. SpainMondelez Espana Postres Production, S.A.U. SpainMondelez Espana Production, S.L.U. SpainMondelez Espana Services, S.L.U. SpainMondelez Iberia Holdings, S.L.U. SpainMondelez Iberia Snacking Holdings, S.L.U. SpainChapelat Swaziland (Proprietary) Limited SwazilandCadbury (Swaziland) (Pty) Limited Swaziland/South AfricaKraft Foods Sverige Holding AB SwedenKraft Foods Sverige Intellectual Property AB SwedenMondelez Sverige AB SwedenMondelez Sverige Production AB SwedenKraft Foods Biscuits Holding GmbH SwitzerlandKraft Foods Holding (Europa) GmbH SwitzerlandKraft Foods Schweiz Holding GmbH SwitzerlandMondelez CTPS Schweiz GmbH SwitzerlandMondelez Europe GmbH SwitzerlandMondelez Europe Procurement GmbH SwitzerlandMondelez Europe Services GmbH SwitzerlandMondelez International Finance AG SwitzerlandMondelez Schweiz GmbH SwitzerlandMondelez Schweiz Holding GmbH SwitzerlandMondelez Schweiz Production GmbH SwitzerlandMondelez World Travel Retail GmbH SwitzerlandTaloca GmbH SwitzerlandMondelez Taiwan Limited TaiwanMondelez (Thailand) Co., Ltd. ThailandMondelez International (Thailand) Co., Ltd ThailandKraft Foods (Trinidad) Unlimited TrinidadKent Gida Maddeleri Sanayii ve Ticaret Anonim Sirketi TurkeyCadbury South Africa (Holdings) UKLLC Chipsy LYUKS UkrainePrivate Joint Stock Company “Mondelez Ukraina” UkraineMondelez Eastern Europe Middle East & Africa FZE United Arab EmiratesBrentwick Limited United Kingdom Entity Name CountryCadbury Eight LLP United KingdomCadbury Four LLP United KingdomCadbury International Limited United KingdomCadbury Limited United KingdomCadbury Nine LLP United KingdomCadbury Nominees Limited United KingdomCadbury Russia Limited United KingdomCadbury Russia Two Ltd United KingdomCadbury Schweppes Finance Limited United KingdomCadbury Schweppes Investments Ltd United KingdomCadbury Schweppes Overseas Limited United KingdomCadbury Seven LLP United KingdomCadbury Six LLP United KingdomCadbury Ten LLP United KingdomCadbury Three LLP United KingdomCadbury Two LLP United KingdomCadbury UK Limited United KingdomCadbury US Holdings Limited United KingdomChromium Acquisitions Limited United KingdomChromium Assets Limited United KingdomChromium Suchex LLP United KingdomChromium Suchex No. 3 LLP United KingdomCraven Keiller United KingdomErnest Jackson & Co Limited United KingdomGalactogen Products Limited United KingdomGreen & Black’s Limited United KingdomHesdin Investments Limited United KingdomKraft Foods Investment Holdings UK Limited United KingdomKraft Foods UK Intellectual Property Limited United KingdomKraft Foods UK IP & Production Holdings Ltd. United KingdomKraft Russia Limited United KingdomL. Rose & Co., Limited United KingdomMondelez International Services Limited United KingdomMondelez UK Biscuit Financing Ltd United KingdomMondelez UK Confectionery Production Limited United KingdomMondelez UK Finance Company Limited United KingdomMondelez UK Holdings & Services Limited United KingdomMondelez UK Limited United KingdomMondelez UK R&D Limited United KingdomReading Scientific Services Limited United KingdomSchweppes Limited United KingdomSomerdale Limited United KingdomSpeedy Assetco Limited United KingdomThe Old Leo Company Limited United KingdomTrebor Bassett Limited United KingdomTrebor International Limited United KingdomVantas International Limited United KingdomEnjoy Life Natural Brands, LLC United States Entity Name CountryIntercontinental Brands LLC United StatesIntercontinental Great Brands LLC United StatesKFI-USLLC IX United StatesKFI-USLLC VII United StatesKFI-USLLC VIII United StatesKFI-USLLC XI United StatesKFI-USLLC XIV United StatesKraft Foods Asia Pacific Services LLC United StatesKraft Foods Biscuit Brands Kuan LLC United StatesKraft Foods Holdings LLC United StatesKraft Foods International Beverages LLC United StatesKraft Foods International Europe Holdings LLC United StatesKraft Foods International Holdings Delaware LLC United StatesKraft Foods International Services LLC United StatesKraft Foods Latin America Holding LLC United StatesKraft Foods R & D, Inc. United StatesMondelēz BTN Holdings LLC United StatesMondelēz Global LLC United StatesMondelez International Delaware LLC United StatesMondelez International Financing Delaware LLC United StatesMondelēz International Holdings LLC United StatesMondelēz International Service Holdings LLC United StatesMondelēz International Service LLC United StatesMondelēz International, Inc. United StatesRedbird Services LLC United StatesC.A.S. Uruguay S.A. UruguayMondelez Uruguay S.A. UruguayCadbury Adams, S.A. VenezuelaCadbury Beverages de Venezuela CA VenezuelaCompania Venezolana de Conservas C.A. VenezuelaCovenco Holding C.A. VenezuelaMondelez VZ, C.A. (fka Kraft Foods Venezuela, C. A.) VenezuelaPromotora Cadbury Adams, C.A. VenezuelaTevalca Holdings C.A. VenezuelaMondelez Kinh Do Vietnam JSC VietnamNorth Kinh Do One Member Company Limited VietnamCadbury Schweppes Zimbabwe (Private) Limited Zimbabwe EXHIBIT 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-216408) and Form S-8 (Nos.333-197088, 333-184178, 333-183993, 333-182066, 333-174665, 333-165736, 333-133559 and 333-125992) of Mondelēz International, Inc. of ourreport dated February 9, 2018 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internalcontrol over financial reporting, which appears in this Form 10-K./s/ PRICEWATERHOUSECOOPERS LLPChicago, IllinoisFebruary 9, 2018 EXHIBIT 31.1CertificationsI, Dirk Van de Put, certify that: 1.I have reviewed this annual report on Form 10-K of Mondelēz International, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periodcovered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting.Date: February 9, 2018 /s/ DIRK VAN DE PUTDirk Van de PutChief Executive Officer EXHIBIT 31.2CertificationsI, Brian T. Gladden, certify that: 1.I have reviewed this annual report on Form 10-K of Mondelēz International, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periodcovered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalentfunctions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting.Date: February 9, 2018 /s/ BRIAN T. GLADDENBrian T. GladdenExecutive Vice President andChief Financial Officer EXHIBIT 32.1CERTIFICATIONS OFCHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICERPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THESARBANES-OXLEY ACT OF 2002I, Dirk Van de Put, Chief Executive Officer of Mondelēz International, Inc. (“Mondelēz International”), certify, pursuant to 18 U.S.C. Section 1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that Mondelēz International’s Annual Report on Form 10-K for the yearended December 31, 2017, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that theinformation contained in Mondelēz International’s Annual Report on Form 10-K fairly presents in all material respects Mondelēz International’sfinancial condition and results of operations. /s/ DIRK VAN DE PUTDirk Van de PutChief Executive OfficerFebruary 9, 2018I, Brian T. Gladden, Executive Vice President and Chief Financial Officer of Mondelēz International, Inc. (“Mondelēz International”), certify,pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that Mondelēz International’s AnnualReport on Form 10-K for the year ended December 31, 2017, fully complies with the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934 and that the information contained in Mondelēz International’s Annual Report on Form 10-K fairly presents in all materialrespects Mondelēz International’s financial condition and results of operations. /s/ BRIAN T. GLADDENBrian T. GladdenExecutive Vice President andChief Financial OfficerFebruary 9, 2018A signed original of these written statements required by Section 906, or other document authenticating, acknowledging, or otherwise adopting thesignature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to MondelēzInternational, Inc. and will be retained by Mondelēz International, Inc. and furnished to the Securities and Exchange Commission or its staff uponrequest.
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