Forward-Looking Statements

This report contains a number of forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “plan,” “believe,” “estimate,” “anticipate,” “likely,” “drive,” “seek,” “aim,” “potential,” “project,” “objective,” “commitment,” “outlook” and similar expressions are intended to identify our forward-looking statements, including but not limited to statements about: the impact of the COVID-19 outbreak on consumer demand, costs, product mix, the availability of our products, our strategic initiatives, our and our partners’ global supply chains, operations and routes to market, and our financial results; our future performance, including our future revenue growth, profitability and ~~earnings;~~earnings growth; our ~~strategic plan and our plan~~strategy to accelerate consumer-centric growth, drive operational excellence and create a winning growth culture; our leadership position in snacking; our ability to meet consumer needs and demand and identify innovation and renovation opportunities; the results of driving operational excellence; volatility in global consumer, commodity, currency and capital markets; price volatility and pricing actions; the cost environment and measures to address increased costs; our tax rate, tax positions, tax proceedings, transition tax liability and the impact of U.S. and Swiss tax reform on our future results; market share; the United ~~Kingdom’s~~Kingdom ("U.K.") withdrawal from the European Union ("E.U.") and its impact on our business and results, including ~~the consequences of any~~in connection with disagreements on trade terms, increased costs or supply chain or distribution delays, or other ~~cross-border operating agreements,~~disruptions or ~~failure to reach agreements, following the United Kingdom's withdrawal from the European Union;~~negative impacts; the costs of, timing of expenditures under and completion of our restructuring program; category growth; our effect on demand and our market position; consumer snacking behaviors; commodity prices and supply; our investments; research, development and innovation; political, business and economic conditions and volatility; ~~consumer confidence;~~ the effect of the imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our sales or key commodities and potential changes in U.S. trade programs, trade relations, regulations, taxes or fiscal policies; currency exchange rates, controls and restrictions, ~~and~~ volatility in foreign ~~currencies;~~currencies and the effect of currency translation on our results of operations; the application of highly inflationary accounting for our Argentinean subsidiaries and the potential for and impacts from currency devaluation in other countries; our e-commerce channel strategies; manufacturing and distribution capacity; changes in laws and regulations, regulatory compliance and related costs; ~~our ownership interest in Keurig Dr Pepper; operating lease liability;~~ the outcome and effects on us of legal proceedings and government investigations; the estimated value of goodwill and intangible assets; amortization expense for intangible assets; impairment of goodwill and intangible assets and our projections of operating results and other factors that may affect our impairment 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; our human capital initiatives; our sustainability and mindful snacking strategies, goals and initiatives and the impacts of climate change; ~~the Brazilian indirect tax matter; our liability related to our withdrawal from the Bakery and Confectionery Union and Industry International Pension Fund; the impacts of the malware incident;~~ our ability to prevent and respond to cybersecurity breaches and disruptions; our liquidity, funding sources and uses of funding, including debt issuances and our use of commercial paper; our capital structure and liquidity, credit availability and our ability to raise capital, and the impact of market disruptions on us, our counterparties and our business partners; the planned phase out of London Interbank Offered Rates; our risk management program, including the use of financial instruments and the impacts and effectiveness of our hedging activities; working capital; capital expenditures and funding; funding of debt maturities; share repurchases; dividends; long-term value for our shareholders; guarantees; compliance with our debt covenants; and our contractual and other obligations.

These forward-looking statements involve risks and uncertainties, many of which are beyond our ~~control.~~control, and many of these risks and uncertainties are currently amplified by and may continue to be amplified by the COVID-19 outbreak. Important factors that could cause our actual results to differ materially from those described in our forward-looking statements include, but are not limited to, uncertainty about the magnitude, duration, geographic reach, impact on the global economy and related current and potential travel restrictions of the COVID-19 outbreak; the current, and uncertain future, impact of the COVID-19 outbreak on our business, growth, reputation, prospects, financial condition, operating results (including components of our financial results), cash flows and liquidity; risks from operating globally including in emerging markets; changes in currency exchange rates, controls and restrictions; ~~continued~~ volatility of commodity and other input costs; weakness in economic conditions; weakness in consumer spending; pricing actions; tax matters including changes in tax ~~rates~~laws and ~~laws,~~rates, disagreements with taxing authorities and imposition of new taxes; use of information technology and third party service providers; unanticipated disruptions to our business, such as the malware incident, cyberattacks or other security breaches; global or regional health pandemics or epidemics, including COVID-19; competition; protection of our reputation and brand image; changes in consumer preferences and demand and our ability to innovate and differentiate our products; the restructuring program and our other transformation initiatives not yielding the anticipated benefits; changes in the assumptions on which the restructuring program is based; management of our workforce; consolidation of retail customers and competition with retailer and other economy brands; changes in our relationships with customers, suppliers or ~~customers;~~distributors; legal, regulatory, tax or benefit law changes, claims or actions; the impact of climate change on our supply chain and operations; strategic transactions; significant changes in valuation factors that may adversely affect our impairment testing of goodwill and intangible assets; perceived or actual product quality issues or product recalls; failure to maintain effective internal control over financial reporting; volatility of and access to capital or other ~~markets;~~markets and our liquidity; pension costs; the expected discontinuance of London Interbank Offered Rates and transition to any other interest rate benchmark; and our ability to protect our intellectual property and intangible assets. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report except as required by applicable law or regulation.

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PART I

Item 1. Business.

General

We are one of the world’s largest snack companies with global net revenues of ~~$25.9~~$26.6 billion and net earnings of ~~$3.9~~$3.6 billion in ~~2019.~~2020. We make and sell primarily snacks, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy, as well as various cheese & grocery and powdered beverage products. ~~We have operations in approximately 80 countries and sell our products in over 150 countries around the world.~~ Our portfolio includes ~~iconic~~ snack brands such as Cadbury, Milka and Toblerone chocolate; Oreo, belVita and LU biscuits; Halls candy; Trident gum and Tang powdered beverages.

~~We are proud members of the Dow Jones Sustainability Index, Standard and Poor’s 500 and Nasdaq 100. Our Common Stock trades on The Nasdaq Global Select Market under the symbol “MDLZ.”~~ Mondelēz International at a Glance

~~has been incorporated in the Commonwealth of Virginia since 2000.~~

Strategy

We aim to be the global leader in snacking by focusing on growth, execution and culture. In ~~2019,~~2020, while the COVID-19 pandemic significantly affected economies, marketplaces, communities and businesses around the world, including ours, we ~~began~~prioritized our employees, customers and communities and largely continued to ~~operate under a new~~execute against our strategic priorities and positioned ourselves to emerge stronger. Please refer to our COVID-19 discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Our strategic plan ~~that~~ builds on our strong foundations, including our unique portfolio of iconic global and local brands, our attractive global footprint, our market leadership in developed and emerging markets, our deep innovation, marketing and distribution capabilities, and our margin expansion in recent years that allows us to make ongoing investments in our ~~product portfolio.~~brands and capabilities.

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

•

•Accelerate consumer-centric growth. As demands on consumers’ time increase and consumer eating habits evolve, we aim to meet consumers' snacking needs by providing the right snack, for the right moment, made the right way. We have developed innovative approaches to identify and address how consumers snack across different emotional and functional needs and occasions that we believe will allow us to meet their needs and identify new innovation and renovation opportunities. We plan to test, learn and scale new product offerings quickly to meet diverse and evolving local and global snacking demand. We believe our understanding of consumers’ behavior will continue to lead to our meeting more of their needs and the growing demand for snacks.

•Drive operational excellence. Our operational excellence and continuous improvement plans include a special focus on the consumer-facing areas of our business and optimizing our sales, marketing and customer service efforts. To drive productivity gains and cost improvements across our business, we also plan to continue leveraging our global shared services platform, driving greater efficiencies in our supply

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chain and continuing to utilize Zero-Based Budgeting across our operations. We expect the improvements and efficiencies we drive will fuel our growth and continue to expand profit dollars. At the same time, we are continuing our efforts to sustainably source key ingredients, reduce our end-to-end environmental impact and innovate our processes and packaging to reduce waste and promote recycling.

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

As demands on consumers’ time increase and consumer eating habits evolve, we aim to meet consumers' snacking needs by providing the right snack, for the right moment, made the right way. We have developed innovative approaches to identify and address how consumers snack across different emotional and functional needs and occasions that we believe will allow us to meet their needs and identify new innovation and renovation opportunities. We plan to test, learn and scale new product offerings quickly to meet diverse and evolving local and global snacking demand. We believe our understanding of consumers’ behavior will continue to lead to our meeting more of their needs and the growing demand for snacks.

•

~~Drive operational excellence.~~ Our operational excellence and continuous improvement plans include a special focus on the consumer-facing areas of our business and optimizing our sales, marketing and customer service efforts. To drive productivity gains and cost improvements across our business, we also plan to continue leveraging our global shared services platform, driving greater efficiencies in our supply chain and continuing to utilize Zero-Based Budgeting across our operations. We expect the improvements and efficiencies we drive will fuel our growth and continue to expand profit dollars. At the same time, we are continuing our efforts to sustainably source key ingredients, reduce our end-to-end environmental impact and innovate our processes and packaging to reduce waste and promote recycling.

•

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

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

Global Operations

We sell our products in over 150 countries and have operations in approximately 80 countries, including 133 manufacturing and processing facilities across 45 countries. The portion of our net revenues generated outside the United States was 73.2% in 2020, 74.4% in 2019 and 75.3% in 2018. For more information on our U.S. and non-U.S. operations, refer to Note 18, Segment Reporting; on our manufacturing and other facilities, refer to Item 2, Properties; and risks related to our operations outside the United States, see Item 1A, Risk Factors.

We also monitor our revenue growth across emerging and developed markets—

•Our emerging markets include our Latin America region in its entirety; the Asia, Middle East and Africa (“AMEA”) region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Russia, Ukraine, Turkey, Kazakhstan, Georgia, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries.

•Our developed markets include the entire North America region, the Europe region excluding the countries included in the emerging markets definition, and Australia, New Zealand and Japan from the AMEA region.

Operating Segments

Our operations and management structure are organized into four operating segments:

•Latin America

~~Asia, Middle East and Africa (“AMEA”)~~•AMEA

•Europe

•North America

We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise across our key markets. Our regional management teams have responsibility for the business, product categories 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 measure to help investors analyze segment performance and trends. For a definition and reconciliation of segment operating income to consolidated pre-tax earnings as well as other information on our segments, see Note 18, Segment Reporting.

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Our segment net revenues for each of the last three years were:


	For the Years Ended December 31,
	2020		2019		2018
	(in millions)
Net revenues:
Latin America	$	2,477	$	3,018	$	3,202
AMEA	5,740		5,770		5,729
Europe	10,207		9,972		10,122
North America	8,157		7,108		6,885
	$	26,581	$	25,868	$	25,938

For the Years Ended December 31,
2019 2018 2017
(in millions)
Net revenues:
Latin America $ 3,018
$ 3,202
$ 3,566
AMEA 5,770
5,729
5,739
Europe 9,972
10,122
9,794
North America 7,108
6,885
6,797
$ 25,868
$ 25,938
$ 25,896

Our segment operating income for each of the last three years was:


	For the Years Ended December 31,
	2020				2019				2018
	(in millions, except percentages)
Segment operating income:
Latin America	$	189	4.3	%	$	341	8.1	%	$	410	11.1	%
AMEA	821		18.8	%	691		16.4	%	702		19.0	%
Europe	1,775		40.6	%	1,732		41.1	%	1,734		46.9	%
North America	1,587		36.3	%	1,451		34.4	%	849		23.0	%
	$	4,372	100.0	%	$	4,215	100.0	%	$	3,695	100.0	%

For the Years Ended December 31,
2019 2018 2017
(in millions, except percentages)
Segment operating income:
Latin America $ 341
8.1 % $ 410
11.1 % $ 564
14.7 %
AMEA 691
16.4 % 702
19.0 % 514
13.4 %
Europe 1,732
41.1 % 1,734
46.9 % 1,610
42.0 %
North America 1,451
34.4 % 849
23.0 % 1,144
29.9 %
$ 4,215
100.0 % $ 3,695
100.0 % $ 3,832
100.0 %

Please see Management’s Discussion and Analysis of Financial Condition and Results of Operations for items affecting the comparability of results and a review of our operating results.

Product Categories

Our brands span five product categories:

•Biscuits (including cookies, crackers and salted snacks)

•Chocolate

•Gum & candy

•Beverages

•Cheese & grocery

During ~~2019,~~2020, our segments contributed to our net revenues in the following product categories:


	Percentage of 2020 Net Revenues by Product Category
Segment	Biscuits		Chocolate		Gum & Candy		Beverages		Cheese & Grocery		Total
Latin America	2.5	%	2.3	%	1.8	%	1.5	%	1.2	%	9.3	%
AMEA	7.7	%	7.6	%	2.6	%	2.0	%	1.7	%	21.6	%
Europe	11.4	%	19.9	%	2.3	%	0.4	%	4.4	%	38.4	%
North America	26.4	%	1.0	%	3.3	%	—	%	—	%	30.7	%
	48.0	%	30.8	%	10.0	%	3.9	%	7.3	%	100.0	%

Percentage of 2019 Net Revenues by Product Category
Segment Biscuits Chocolate
Gum &
Candy
Beverages Cheese & Grocery Total
Latin America 2.7 % 2.7 % 3.2 % 1.7 % 1.3 % 11.6 %
AMEA 7.1 % 8.0 % 3.3 % 2.1 % 1.7 % 22.2 %
Europe 11.6 % 19.8 % 2.7 % 0.4 % 4.1 % 38.6 %
North America 22.8 % 1.0 % 3.8 % — % — % 27.6 %
44.2 % 31.5 % 13.0 % 4.2 % 7.1 % 100.0 %

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

For the Years Ended December 31,
2019 2018 2017
Biscuits - Cookies, crackers and other 37 % 36 % 36 %
Chocolate - Tablets, bars and other 32 % 32 % 31 %

~~Divestitures and Acquisitions~~


	For the Years Ended December 31,
	2020		2019		2018
Biscuits - Cookies and crackers	39	%	37	%	36	%
Chocolate - Tablets, bars and other	31	%	32	%	32	%

~~For information on divestitures and acquisitions that impacted our results, please refer to Note 2,~~ ~~Divestitures and Acquisitions~~.

~~Customers~~

~~No single customer accounted for 10% or more~~Table of ~~our net revenues from continuing operations in 2019. Our~~ ~~five~~ ~~largest customers accounted for 17.0% and our~~ ~~ten~~ ~~largest customers accounted for 23.2% of net revenues from continuing operations in 2019.~~Contents

Seasonality

Demand for our products is generally balanced over the second and third quarters of the year and increases in the first and fourth quarters primarily because of holidays and other seasonal events. Depending on ~~when~~the timing of Easter, ~~falls, Easter~~the holiday sales may shift between and affect net revenue in the first and second quarter.

Customers

We ~~build inventory based on expected~~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. No single customer accounted for 10% or more of our net revenues from continuing operations in 2020. Our five largest customers accounted for 17.5% and our ten largest customers accounted for 24.0% of net revenues from continuing operations in 2020. For a discussion of long-term demographics, consumer trends and demand, and typically fill customer orders within a few days of receipt so the backlog of unfilled orders is not material. Funding for working capital items, including inventory and receivables, is normally sourced from operating cash flows and short-term commercial paper borrowings. For additional information onrefer to our ~~liquidity, working capital management, cash flow and financing activities, see~~ ~~Liquidity and Capital Resources, Note 1,~~Financial Outlook ~~Summary~~within Management’s Discussion and Analysis of ~~Significant Accounting Policies,~~Financial Condition and Results of Operations ~~and Note 9,~~ ~~Debt and Borrowing Arrangements, appearing later in this 10-K filing.~~.

Distribution and Marketing

We distribute our products through direct store delivery, company-owned and satellite warehouses, distribution centers and other facilities. We use the services of independent sales offices and agents in some of our international locations. Through our global e-commerce organization and capabilities, we pursue online growth with partners in key markets around the world, including both pure e-tailers and omni-channel retailers. We continue to invest in both talent and digital capabilities. Our e-commerce channel strategies play a critical role in our ambition to be the global leader in snacking.

We conduct marketing efforts through three principal sets of activities: (i) consumer marketing and advertising including digital and social media, on-air, print, outdoor and other product promotions; (ii) consumer sales incentives such as coupons and rebates; and (iii) trade promotions to support price features, displays and other merchandising of our products by our customers.

Research, Development and Innovation

Our innovation and new product development objectives include continuous improvement in food safety and quality, growth through new products, superior consumer satisfaction and reduced production costs. Our innovation efforts focus on anticipating consumer demands and adapting quickly to changing market trends. Mindful snacking and sustainability are a significant focus of our current research and development initiatives. Our initiatives aim to accelerate our growth and margin dollars by addressing consumer needs and market trends and leveraging scalable innovation platforms, sustainability programs and initiatives as well as breakthrough technologies. We are focusing our technical research and development resources at 12 innovation technical centers around the globe to drive growth, creativity, greater effectiveness, improved efficiency and accelerated project delivery.

Competition

We 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 may approach pricing and promotional decisions 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 digital and other sales and marketing, routes to market and distribution networks, promotional activity and price. ~~Improving~~Growing our market ~~position~~share or introducing a new product requires substantial research, development, advertising and promotional expenditures. We believe these investments lead to better products and stronger brands for the consumer and support our growth and market position.

~~Distribution and Marketing~~

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 direct store delivery, company-owned and satellite warehouses, distribution centers and other facilities. We use the services of independent sales offices and agents in some of our international locations.

Through our global e-commerce organization and capabilities, we pursue online growth with partners in key markets around the world, including both pure e-tailers and brick-and-mortar retailers. We continue to invest in both talent and digital capabilities. 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 to support price features, displays and other merchandising of our products by our customers.

Raw Materials and Packaging

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A number of external factors such as changing weather patterns and conditions, commodity market conditions, currency fluctuations and the effects of governmental agricultural or other programs affect the cost and availability of raw materials and agricultural materials used in our products. We address higher commodity costs and currency impacts primarily through hedging, higher pricing and manufacturing and overhead cost control. We use hedging techniques to limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, and our hedging strategies may not protect us from increases in specific raw material costs.

Due to factors noted above, the costs of our principal raw materials can fluctuate. At this time, we believe there will continue to be an adequate supply of the raw materials we use and that they will generally remain available from numerous sources. However, we continue to monitor the long-term impacts of climate change and related factors that could affect the availability or cost of raw materials, packaging and energy. For additional information on our commodity costs, refer to the Commodity Trends section within Management’sDiscussion and Analysis of Financial Conditionand Results of Operations. For information on our ongoing sustainability efforts and programs, refer to Sustainability and ~~Well-Being~~Mindful Snacking below.

Human Capital Resources

We believe the strength of our workforce is one of the significant contributors to our success as a global company that leads with purpose. All our employees contribute to our success and are instrumental in driving strong financial performance. Attracting, developing and retaining the best talent globally with the right skills to drive our success is central to our long-term growth strategy. At the end of 2020, our workforce consisted of approximately 79,000, compared to approximately 80,000 at the end of 2019. At December 31, 2020, we had approximately 12,000 U.S. employees and approximately 67,000 employees outside the United States, with employees represented by labor unions or workers’ councils representing approximately 26% of our U.S. employees and approximately 63% of our employees outside the United States.

COVID-19 Response: We have been actively responding to the COVID-19 pandemic and its impact globally. Our highest priorities continue to be the safety of our employees and working with our employees and network of suppliers and customers to help maintain the global food supply chain. For more information on our COVID-19 workplace and community response, see our COVID-19 disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Workplace Safety: The health, well-being and safety of our employees, customers and communities is our highest priority. Every day we strive to make all our employees, contractors and visitors feel safe. We foster safety leadership throughout the organization as part of our comprehensive health, safety and environment management. Through ongoing communications, capability building, defined standards and safety measures, we strive to improve our safety performance each year.

Total Rewards: We are committed to equal pay for equal work, regardless of gender, race, ethnicity or other personal characteristics. To deliver on that commitment, we benchmark and set pay ranges based on market data and consider various factors such as an employee’s role and experience, job location and performance. We also regularly review our compensation practices to promote fair and equitable pay.

With the support of an independent third-party expert in this field, we have conducted global total target cash (“TTC”) pay equity reviews for salaried employees comparing employees in the same pay grade within a country/area. Our last global analysis was in 2019 and encompassed 65 countries and over 32,000 employees. At the enterprise-wide level, our pay gap between male and female employees was less than 1% and decreasing through pay adjustments for employees identified during the review. In the United States, we also review TTC for salaried employees in the same pay grade by race/ethnicity (Asian, Black and Hispanic). The 2020 independent analysis found no systemic issues and no negative pay gap between non-white and white employees.

To foster a stronger sense of ownership and align the interests of employees with shareholders, we grant deferred stock units to eligible non-executive employees under our stock incentive program. Furthermore, to promote overall employee health and well-being, we provide access to medical and welfare benefits and offer programs to employees that support work-life balance as well as financial, physical and mental health resources. We also provide paid maternity and paternity time off for biological and adoptive parents.

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We continue to evolve our programs to meet our employees’ health and wellness needs, which we believe is essential to attract and retain employees.

Diversity & Inclusion: We seek to create and sustain an inclusive and safe workplace for all of our employees. We want to reflect the diversity of our consumers and maximize the power and potential of our employees around the world to deliver stronger business performance. At the end of 2020, women held 38% of global management roles (defined as Associate Director and above) and 34% of executive leadership roles (defined as the management leadership team plus one level below). In September 2020, we announced our goal to double Black representation in our U.S. management team by 2024. For our U.S. leadership, Black employees held 3.2% of management roles (defined as Associate Director and above) at the end of 2020.

As a global employer, we recognize and value differences and are championing diversity and inclusion (“D&I”) around the world. We are creating local and global opportunities to further racial equity and economic empowerment by expanding our D&I initiatives across three key areas: colleagues, culture and communities. These opportunities include mobilizing our consumer-facing brands and leveraging our partnerships with agencies and advertising platforms to drive change, equity and inclusion. To further reinforce our commitment to D&I, we have included specific D&I metrics as a part of our strategic scorecard within our annual incentive plan for the CEO and other senior leaders. The scorecard is used consistently across the Company at both the corporate and region level and is linked directly to the three pillars of our strategy – growth, execution and culture.

Talent Management: Maintaining a robust pipeline of talent is crucial to our ongoing success and is a key aspect of succession planning efforts across the organization. Our leadership and people teams are responsible for attracting and retaining top talent by facilitating an environment where employees feel supported and encouraged in their professional and personal development. Specifically, we promote employee development by reviewing strategic positions regularly and identifying potential internal candidates to fill those roles, evaluating job skill sets to identify competency gaps and creating developmental plans to facilitate employee professional growth. We commit to investing in our employees through training and development programs, on the job experiences, coaching, as well as tuition reimbursement for a majority of our employees in the United States to promote continued professional growth. Additionally, we understand the importance of maintaining competitive compensation, benefits and appropriate training that provides growth, developmental opportunities and multiple career paths within the Company.

Employee Engagement: We conduct confidential engagement surveys of our global workforce that are administered and analyzed by an independent third-party. Aggregate survey results are reviewed by executive officers and the Board of Directors. We create action plans at global, business unit and functional levels as well as for individual managers with direct reports who participate in the survey. By acting on results both at an aggregate enterprise level and a department/business/work group level, and by analyzing our scores compared to both global and internal benchmarks, we have been able to enhance our culture and improve our overall engagement levels.

High impact initiatives including flexible working and proactive support to our people throughout the pandemic have been and will continue to be important drivers of engagement. We also have focused capability building initiatives on agile ways of working and streamlining decision making processes to drive engagement. We are building a winning growth culture that more effectively leverages local commercial expertise and invests in talent and key capabilities. This enables the Company to move with greater speed and agility.

For additional detail on D&I, our workplace safety practices and measurements and workplace wellness, please see our 2020 Snacking Made Right report, which will be published on our website in May 2021.

Sustainability and Mindful Snacking

By living our purpose to empower people to snack right, we believe we can continue to have a positive impact on the lives of our consumers and the world around us. Our mindful snacking strategy aims to encourage consumers to snack with moderation through portion control offerings and labeling, and we continue to evolve our portfolio to meet consumers’ needs. We have been focused on sustainability for many years and we continue to enhance our sustainability goals and reporting.

In May 2020, we issued our 2019 Snacking Made Right report, which includes expanded reporting on environmental, social and governance (“ESG”) topics and highlights our progress toward our sustainability and nutrition-related goals. We also released an ESG disclosure data sheet that outlines our alignment with the

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Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-related Financial Disclosures (“TCFD”) reporting frameworks.

We also participate in the CDP Climate and Water annual disclosure survey and continue to work to reduce our carbon and water footprints. We are committed to continue this and other related work in the areas of sustainable resources and agriculture, mindful snacking, nutrition, community partnerships and safety of our products and people.

Our 2025 sustainability and mindful snacking goals include:

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

•Designing all packaging to be recyclable by 2025 to further reduce our environmental footprint

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

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

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

The Governance, Membership and Public Affairs Committee of our Board of Directors is responsible for overseeing our sustainable snacking and mindful snacking strategies. Our goals are part of our strategic planning process, and therefore, progress and key activities are regularly reported to the Board of Directors and the business leadership teams. Climate change, CO2 emissions, energy, well-being and other sustainability matters are key focus areas in our strategy.

We have been recognized for our ongoing economic, environmental and social contributions. Each year since we created Mondelēz International in 2012 we have been listed on the Dow Jones Sustainability Index (“DJSI”) – World and North American Indices. The DJSI selects the top 10% of global companies and top 20% of North American companies based on an extensive review of financial and sustainability programs within each industry. We are at the 97th percentile of our industry according to the latest DJSI report.

Intellectual Property

Our intellectual property rights (including trademarks, patents, copyrights, registered designs, proprietary trade secrets, recipes, 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 as they are in use or their registration status is maintained. Trademark registrations generally are renewable for ~~renewable,~~ fixed terms. We also have patents for a number of current and potential products. Our patents cover inventions ranging from packaging techniques to processes relating to specific products and to the products themselves. Our issued patents extend for varying periods according to the date of patent application filing or grant and the legal term of patents in the various countries where patent protection is obtained. The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage as determined by the patent office or courts in the country, 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 group of related patents would not have a material adverse effect on our business.

From time to time, we grant third parties licenses to use one or more of our trademarks, patents and/or proprietary trade secrets in connection with the manufacture, sale or distribution of ~~third party~~third-party products. Similarly, we sell some products under brands, patents and/or proprietary trade secrets we license from third parties. In our agreement with Kraft Foods Group, Inc. (which is now part of The Kraft Heinz Company), we each granted the other party various licenses to use certain of our and their respective intellectual property rights in named jurisdictions following the spin-off of our North American grocery business.

~~Research and Development~~

We pursue four objectives in research and development: food safety and quality, growth through new products, superior consumer satisfaction and reduced production costs. Our innovation efforts focus on anticipating consumer demands and adapting quickly to changing market trends. Well-being and sustainability are a significant focus of our current research and development initiatives. These initiatives aim to accelerate our growth and margins by addressing consumer needs and market trends and leveraging scalable innovation platforms, sustainability programs and initiatives as well as breakthrough technologies. In 2019, we completed a $65 million plan to build out and modernize our network of global research and development facilities. We modernized our technical center facilities at Suzhou, China; Jurong, Singapore and Thane, India in 2018. In 2019, we also completed the modernization of technical centers in Curitiba, Brazil and Mexico City, Mexico. In addition, we have invested in the Pasuruan Cocoa Technology Centre in Indonesia, which is scheduled to fully open in 2020. We are focusing our technical resources at twelve key locations to drive growth and innovation. Our network of technical centers enable greater effectiveness, improved efficiency and accelerated project delivery. These locations are in Curitiba, Brazil; Suzhou, China; Thane, India; Pasuruan, Indonesia; Mexico City, Mexico; East Hanover, New Jersey; Wroclaw, Poland; Jurong, Singapore; Bournville, United Kingdom; Reading, United Kingdom; Saclay, France and Munich, Germany.

At December 31, 2019, within our global research, development & quality services area, we had approximately 2,400 scientists, engineers and other personnel, of which 1,900 are primarily focused on research and development and the remainder are primarily focused on quality assurance and regulatory affairs. Our research and development expense was $351 million in 2019, $362 million in 2018 and $366 million in 2017.

Regulation

Our food products and ingredients are subject to local, national and multinational regulations related to labeling, health and nutrition claims, packaging, pricing, marketing and advertising, data privacy and related areas. In addition, various jurisdictions regulate our operations by licensing and inspecting our manufacturing plants and facilities, enforcing standards for select food products, grading food products, and regulating trade practices related to the sale and pricing of our food products. Many of the food commodities we use in our operations are subject to government agricultural policy and intervention. These policies have substantial effects on prices and supplies and

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are subject to periodic governmental and administrative review. In addition, increased attention to environmental and social issues in industry supply chains has led to developing different types of regulation in many countries. The lack of a harmonized approach can lead to uneven scrutiny or enforcement, which can impact our operations.

Examples of laws and regulations that affect our business include workplace safety regulations; selective food ~~taxes,~~taxes; labeling requirements such as front-of-pack labeling ~~and~~based on nutrient ~~profiling,~~profiles; sales or media and marketing restrictions such as ~~restrictions~~those on promotions or advertising products with specified ~~nutrition~~nutrient profiles on certain channels or platforms or during certain hours of the ~~day, potential withdrawal of trade concessions as dispute settlement retaliation,~~day; sanctions on sales or sourcing of raw ~~materials,~~materials; potential withdrawal of cross-border trade concessions as retaliation or imposition of new border barriers for other reasons; changes in the corporate tax policies of the United States and other countries; and packaging taxes. In addition, at least 25 countries in the European Union have implemented extended producer responsibility ~~fees and~~(“EPR”) policies as part of national packaging ~~taxes. We will continue to monitor developments in laws and regulations. At this time, we do not expect~~waste policies that make manufacturers responsible for the cost of ~~complying with existing laws~~recycling food and beverage packaging after consumers use it. These range from mandatory regulations ~~will be material. Also refer~~ to ~~Note 1,~~ ~~Summary of Significant Accounting Policies – Currency Translation~~voluntary agreements between government and ~~Highly Inflationary Accounting, for additional information on government regulations and currency-related impacts on our operations~~industry to voluntary industry initiatives. EPR policies are also being contemplated in other jurisdictions around the world, including certain states in the United ~~Kingdom, Argentina and other countries.~~States.

~~Environmental Regulation~~

Throughout the countries in which we do business, we are subject to local, national and multinational environmental laws and regulations relating to the protection of the environment. We have programs across our business units designed to meet applicable environmental compliance requirements. In the United States, the laws and regulations include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation, and Liability Act. We ~~track regulatory developments in various jurisdictions relating~~are also subject to ~~the use of plastic in packaging materials~~legislation designed to reduce emissions from greenhouse gases, and many countries are considering introducing carbon taxes ~~linked to the~~that could increase our production costs ~~of waste so that we can comply with evolving requirements. We believe that our compliance with existing environmental laws and regulations will not have a material effect on our financial results.~~

~~Sustainability and Well-Being~~

Our 2025 sustainable snacking strategy provides a clear roadmap, which we believe puts us at the forefront of sustainable ingredient sourcing and continuing to contribute to addressing climate change by reducing emissions. We are focused on making our snacks with less energy, water and waste, with ingredients consumers know and trust. We have specific goals to which we hold ourselves accountable, and we are continuing to make progress in our efforts to deliver meaningful change.

We are proud of the progress we achieved to date and excited about where we are going. By living our purpose to empower people to snack right, we believe we can continue to have a positive impact on the livesor those of our consumers and the world around us. We have been focused on sustainability for many years and we continue to enhance and evolve our sustainability goals and reporting. We will issue our 2019 Snacking Made Right report, which will include our progress toward our sustainability goals, later this year.

~~Our 2025 sustainability and mindful snacking goals include:~~


•	~~Minimizing food waste, end-to-end CO~~₂ ~~emissions and priority water usage by 2025~~

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

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

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

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

suppliers.

Our 2025 sustainability goals are designed to make a meaningful impact on how we address climate change and are based on an end-to-end, science-based approach to reducing our carbon footprint, including reducing our absolute CO

₂ emissions from manufacturing and addressing deforestation in key raw material supply chains. We are also working to cut our absolute water footprint in manufacturing, focusing on priority sites where water is most scarce. We continue to ~~work on reducing waste~~monitor developments in ~~manufacturing and packaging.~~

In ingredient sourcing, we continue to leverage our global operating scale to secure sustainable raw materials and work with suppliers to drive meaningful social and environmental changes, focusing where we can make the greatest impact. For example, we launched our Cocoa Life program in 2012 and are investing up to $400 million through 2022 to build a sustainable cocoa supply. We are also improving sustainability in our wheat supply by working with farmers in North America and through our Harmony program in Europe.

We are focused on consumer well-being. Our mindful snacking strategy aligns with our purpose to empower people to snack right. Continuing to evolve our portfolio so that we are offering a broad range of high-quality snacks to meet consumers' expanding needs is central to our strategy of accelerating our growth. At the same time, we are working to empower and encourage consumers to snack mindfully with portion control offerings and labeling. Expanding our portion control options – snacks that are 200 calories or less and are individually wrapped – enables people to enjoy the treats they love, become more mindful about what they eat and manage their daily calorie intake.

The Governance, Membership and Public Affairs Committee of our Board of Directors is responsible for overseeing our sustainable snacking and mindful snacking strategies. Our goals are part of our strategic planning process, and therefore, progress and key activities are regularly reported to the Board of Directors and the business leadership teams. Climate change, CO₂ ~~emissions, energy, well-being and other sustainability matters are key focus areas in our strategy.~~

We have a robust Enterprise Risk Management ("ERM") process for identifying, measuring, monitoring and managing risks, with oversight by the Risk and Compliance Committee ("MRCC"), which reports annually to the Audit Committee of our Board of Directors. The purpose of the MRCC is to oversee how we identify and assess the most significant inherent risks to our business so we may adequately mitigate them or monitor them across the Company. All identified risks are vetted by the MRCC and remain under the MRCC’s governance. Ownership of specific risks is assigned at the Mondelēz Leadership Team ("MLT") level (MLT members report directly to the CEO). As owners of each specific risk, MLT members are responsible for verifying that appropriate mitigation controls and monitoring systems are in place. The risk universe considered during this process is wide and varied. Climate change is included in this risk universe as well as other sustainability and well-being issues.

Our ERM methodology is governed by the MRCC and includes annual reviews with our four operating regions, considering Company-level risks by using information gathered at the asset level (regions, countries, individual facilities and separate business units). The following key risk drivers for climate change, sustainability and well-being risks are captured in the ERM framework: a sustainability mindset within the organization and suppliers, governance and monitoring of the sustainability agenda, monitoring climate change impact, assessing reputation and brand image, the well-being portfolio and marketing strategy, changes in regulations and changes in consumer preferences.

In addition, we work with internal and external experts to review the impact of major societal issues on our business and to shape our strategic responses to them. Materials and processes that guide our assessment include our ERM process; analysis of stakeholder and regulatory issues; our total greenhouse gas, land and water footprint; proprietary consumer insight data; and publicly available data on societal issues, including statistics and reports from authorities, non-governmental organizations and peer companies.

We have been recognized for our ongoing economic, environmental and social contributions. Each year since we created Mondelēz International in 2012 we have been listed on the Dow Jones Sustainability Index (“DJSI”) – World and North American Indices. The DJSI selects the top 10% of global companies and top 20% of North American companies based on an extensive review of financial and sustainability programs within each industry. We are at the 95th percentile of our industry and achieved perfect scores in the areas of health & nutrition and addressing water-related risks.

We also participate in CDP Climate and Water disclosures and continue to work to reduce our carbon and water footprints. We are committed to continue this and other related work in the areas of sustainable resources and agriculture, well-being snacks, community partnerships and safety of our products and people.

~~Employees~~

In our consolidated subsidiaries worldwide, we employed approximately 80,000 people at December 31, 2019 and December 31, 2018. Employees represented by labor unions or workers’ councils represent approximately 63% of our 68,000 employees outside the United States and approximately 27% of our 12,000 U.S. employees. Our business units are subject to various local, national and multinational laws and regulations relating to their relationships with their employees. In accordance with European Union requirements, we also have established a European Workers Council composed of management and elected members of our workforce. We or our subsidiaries are a party to numerous collective bargaining agreements and we work to renegotiate these collective bargaining agreements on satisfactory terms when they expire.

~~International Operations~~

Based on where we sell our products, we generated 74.4% of our 2019 net revenues, 75.3% of our 2018 net revenues and 75.8% of our 2017 net revenues from continuing operations outside the United States. We sell our products to consumers in over 150 countries. At December 31, 2019, we had operations in approximately 80 countries and made our products at approximately 126 manufacturing and processing facilities in 44 countries. Referregulations. Also refer to Note ~~18,~~1, ~~Segment Reporting,~~Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for additional information on ~~our U.S.~~government regulations and ~~non-U.S. operations. Refer to Item 2,~~ ~~Properties, for more information~~currency-related impacts on our ~~manufacturing~~operations in the United Kingdom, Argentina and other ~~facilities. Also, for a discussion~~countries.

Table of ~~risks related to our operations outside the United States, see Item 1A,~~ ~~Risk Factors~~.Contents

Information about our Executive Officers

The following are our executive officers as of February ~~7, 2020:~~

5, 2021:

Name

Age

Title

Dirk Van de Put

5960

Chief Executive Officer

Luca Zaramella

5051

Executive Vice President and Chief Financial Officer

Paulette Alviti

4950

Executive Vice President and Chief People Officer

Maurizio Brusadelli

5152

Executive Vice President and President, Asia Pacific, Middle East and Africa

Vinzenz P. Gruber

5455

Executive Vice President and President, Europe

Robin S. Hargrove

5455

Executive Vice President, Research, Development and Quality

Sandra MacQuillan

5354

Executive Vice President and Chief Supply Chain Officer

Gerhard W. Pleuhs

6364

Executive Vice President, Corporate & Legal Affairs and General Counsel (retiring April 2021)

Laura Stein

Executive Vice President, General Counsel, Corporate & Legal Affairs

Gustavo C. Valle

5556

Executive Vice President and President, Latin America

Henry Glendon (Glen) Walter IV

5152

Executive Vice President and President, North America

Mr. Van de Put became Chief Executive Officer and a director in November 2017 and became Chairman of the Board of Directors in April 2018. He formerly served as President and Chief Executive Officer of McCain Foods Limited, a multinational frozen food provider, from July 2011 to November 2017 and as its Chief Operating Officer from May 2010 to July 2011. Mr. Van de Put served as President and Chief Executive Officer, Global Over-the-Counter, Consumer Health Division of Novartis AG, a global healthcare company, from 2009 to 2010. Prior to that, he worked for 24 years in a variety of leadership positions for several global food and beverage providers, including Danone SA, The Coca-Cola Company and Mars, Incorporated.

Mr. Zaramella became Executive Vice President and Chief Financial Officer in August 2018. He previously served as Senior Vice President Corporate Finance, CFO Commercial and Treasurer from June 2016 to July 2018. He also served as Interim Lead Finance North America from April to November 2017. Prior to that, he served as Senior Vice President and Corporate Controller from December 2014 to August 2016 and Senior Vice President, Finance of Mondelēz Europe from October 2011 to November 2014. Mr. Zaramella joined Mondelēz International in 1996.

Ms. Alviti became Executive Vice President and Chief Human Resources Officer (now Executive Vice President and Chief People Officer) in June 2018. Before joining Mondelēz International, Ms. Alviti served as Senior Vice President and Chief Human Resources Officer of Foot Locker, Inc., a leading global retailer of athletically inspired shoes and apparel, from June 2013 to May 2018. Prior to that, Ms. Alviti spent 17 years at PepsiCo, Inc., a global snack and beverage company, in various leadership roles, including Senior Vice President and Chief Human Resources Officer Asia, Middle East, ~~Africa from March 2010 to May 2013.~~Africa.

Mr. Brusadelli became Executive Vice President and President, Asia Pacific in January 2016 and Executive Vice President and President, Asia Pacific, Middle East and Africa in October 2016. He previously served as President Biscuits Business, South East Asia, Japan and Sales Asia Pacific from September 2015 to December 2015, President Markets and Sales Asia Pacific from September 2014 to September 2015 and President United Kingdom, Ireland and Nordics 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. Gruber became Executive Vice President and President, Europe onin January 1, 2019. He previously served as President, Western Europe from October 2016 to December 2018 and President, Chocolate, Europe from August 2011 to September 2016. Mr. Gruber was formerly employed by Mondelēz International, in various capacities, from 1989 until 2000 and resumed his employment in September 2007.

Mr. Hargrove became Executive Vice President, Research, Development, Quality and Innovation in April 2015 and as of January 2019 serves as Executive Vice President, Research, Development and Quality. Prior to that, he served as Senior Vice President, Research, Development & Quality for Mondelēz Europe from January 2013 to

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March 2015. Before joining Mondelēz International, Mr. Hargrove worked at PepsiCo, Inc., a global snack and

beverage company, for 19 years in a variety of leadership positions, most recently as Senior Vice President, Research and Development, Europe from December 2006 to December 2012.

Ms. MacQuillan became Executive Vice President, Integrated Supply Chain (now Executive Vice President and Chief Supply Chain Officer) in June 2019. Before joining Mondelēz International, Ms. MacQuillan served as Chief Supply Chain Officer and Senior Vice President, Supply Chain, at Kimberly-Clark Corporation, a global manufacturer of personal care consumer products, from April 2015 to June 2019. Prior to that, Ms. MacQuillan spent more than 20 years at Mars, Incorporated, a global manufacturer of confectionery, pet food and other food products, in various leadership roles, including Global Vice President, Supply for Mars Global Petcare.

Mr. Pleuhs became Executive Vice President and General Counsel in April 2012 and as of May 2019 serves as Executive Vice President, Corporate & Legal Affairs and General Counsel. 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 since joining Mondelēz International in 1990. Mr. Pleuhs has a law degree from the University of Kiel, Germany and is licensed to practice law in Germany and admitted as house counsel in Illinois. Mr. Pleuhs will retire from Mondelēz International in April 2021.

Ms. Stein became Executive Vice President, General Counsel, Corporate & Legal Affairs on January 11, 2021. Before joining Mondelēz International, Ms. Stein spent 15 years at The Clorox Company, a multinational manufacturer and marketer of consumer and professional products, most recently as Executive Vice President – General Counsel and Corporate Affairs from February 2016 to December 2020. She also served as Executive Vice President – General Counsel from February 2015 to February 2016 and as Senior Vice President – General Counsel from January 2005 to February 2015.

Mr. Valle became Executive Vice President and President, Latin America in February 2020. Before joining Mondelēz International, Mr. Valle served as Chief Executive Officer of Axia Plus, LLC, a management consulting firm, from February 2018 to January 2020. Prior to that he spent more than 20 years at Groupe Danone SA, a multinational provider of packaged water, dairy and baby food products, in a variety of leadership positions, most recently as Executive Vice President, Dairy Division Worldwide, from January 2015 to January 2018, and Vice President Dairy Division Europe, from January 2014 until December 2014.

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

Ethics and Governance

We adopted the Mondelēz International Code of Conduct, which qualifies as a code of ethics under Item 406 of Regulation S-K. The code applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our code of ethics is available free of charge on our web site at www.mondelezinternational.com/investors/corporate-governance and will be provided free of charge to any shareholder submitting a written request to: Corporate Secretary, Mondelēz International, Inc., ~~Three Parkway North, Deerfield,~~905 West Fulton Market, Suite 200, Chicago, IL ~~60015.~~60607. We will disclose any waiver we grant to an executive officer or director under our code of ethics, or certain amendments to the code of ethics, on our web site at www.mondelezinternational.com/investors/corporate-governance.

In addition, we adopted Corporate Governance Guidelines, charters for each of the Board’s four standing committees and the Code of Business Conduct and Ethics for Non-Employee Directors. All of these materials are available on our web site at www.mondelezinternational.com/investors/corporate-governance and will be provided free of charge to any shareholder requesting a copy by writing to: Corporate Secretary, Mondelēz International, Inc., ~~Three Parkway North, Deerfield,~~905 West Fulton Market, Suite 200, Chicago, IL ~~60015.~~60607.

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Available Information

Our Internet address is www.mondelezinternational.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 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, as amended (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.sec.gov or our website: ir.mondelezinternational.com/sec-filings. The information 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 filings we make with the SEC.

Item 1A. Risk Factors.

You should carefully read the following discussion of significant factors, events and uncertainties when evaluating our business and the forward-looking information contained in this Annual Report on Form 10-K. The events and consequences discussed in these risk factors could materially and adversely affect our business, operating results, liquidity and financial condition. While we believe we have identified and discussed below the key risk factors affecting our business, these risk factors do not identify all the risks we face, and there may be additional risks and uncertainties that we do not presently know or that we do not currently believe to be significant that may have a material adverse effect on our business, performance or financial condition in the future.

Strategic and Operational Risks

Global or regional health pandemics or epidemics, including COVID-19, could negatively impact our business operations, financial performance and results of operations.

Our business and financial results could be negatively impacted by the outbreak of COVID-19 or other pandemics or epidemics. The severity, magnitude and duration of the current COVID-19 pandemic is uncertain, rapidly changing and hard to predict. In 2020, COVID-19 significantly impacted economic activity and markets around the world, and it could negatively impact our business in numerous ways, including but not limited to those outlined below:

•The COVID-19 outbreak has resulted and could continue to result in lower revenues in some of our emerging market countries that have a higher concentration of traditional trade outlets (such as small family-run stores), as well as in our travel retail (such as international duty-free stores) and foodservice businesses. We are unable to predict how long these trends will continue or whether they will worsen.

•In addition, sales of some of our products for in-home consumption in some markets and channels, such as the United States and some European markets and modern trade, increased in 2020. We are unable to predict how long this sustained demand will last or how significant it will be.

•The COVID-19 outbreak has disrupted and could materially disrupt our global supply chain, operations and routes to market or those of our suppliers, their suppliers, or our co-manufacturers or distributors. The outbreak has also necessitated increased expenditures to secure the safety and effectiveness of our personnel and operations. Disruptions or our failure to effectively respond to them could increase product or distribution costs or cause delays in delivering or an inability to deliver products to our customers. For example, we experienced temporary disruptions in operations in some of our emerging markets such as India and Nigeria in the first half of 2020.

•Disruptions or uncertainties related to the COVID-19 outbreak for a sustained period of time could result in delays or modifications to our strategic plans and initiatives and hinder our ability to achieve our objective to reduce our operating cost structure in both our supply chain and overhead costs through our Simplify to Grow Program.

•Illness, travel restrictions, absenteeism or other workforce disruptions have affected and could materially negatively affect our supply chain, manufacturing, distribution or other business processes.

•Government or regulatory responses to pandemics could negatively impact our business. Mandatory lockdowns or other restrictions on operations in some countries temporarily disrupted our ability to distribute our products in some markets. Continuation or expansion of these disruptions could materially adversely impact our operations and results.

•Commodity costs have become more volatile due to the COVID-19 outbreak. We expect continued commodity cost volatility, and our commodity hedging activities cannot fully offset this volatility.

•Initially during the COVID-19 outbreak, the U.S. dollar appreciated materially against other currencies in the countries in which we operate, resulting in currency translation losses. If the U.S. dollar were to appreciate

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again against some or all of those same currencies, the resulting currency translation losses, along with currency transaction losses, could adversely affect our reported results of operations and financial condition.

•The COVID-19 outbreak initially increased volatility and pricing in the capital markets and commercial paper markets, and volatility may increase again as COVID-19 evolves. We might not be able to continue to access preferred sources of liquidity when we would like or on terms we find acceptable, and our borrowing costs could increase. An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets may have a negative effect on our derivative counterparties and could impair our banking or other business partners, on whom we rely for access to capital and as counterparties for a number of our derivative contracts.

These and other impacts of the COVID-19 or other global or regional health pandemics or epidemics could have the effect of heightening many of the other risks described in the risk factors below, including but not limited to those relating to our reputation, brands, consumer preferences, supply chain, product sales, results of operations or financial condition. We might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts to our results. The ultimate impact of these disruptions also depends on events beyond our knowledge or control, including the duration and severity of the COVID-19 and other outbreaks and actions taken by parties other than us to respond to them. Any of these disruptions could have a negative impact on our business operations, financial performance and results of operations, which impact could be material. Additionally, COVID-19 may also materially adversely affect our operating results and financial position in a manner that is not currently known to us or that we do not currently consider to present significant risks to our operations.

We operate in a highly competitive industry and we face risks related to the execution of our strategy and our timely response to channel shifts and pricing and other competitive pressures.

The food and snacking industry is highly competitive. Our principal competitors include food, snack and beverage companies that operate in multiple geographic areas and numerous local and regional companies. Failure to effectively respond to challenges from our competitors could adversely affect our business.

Competitor and customer pressures require that we timely and effectively respond to ~~new~~changes in distribution channels and technological developments ~~and~~that may require ~~that we reduce~~changes in our prices. These pressures ~~also~~could affect our ability to increase prices in response to commodity and other cost increases. Failure to effectively and timely assess new or developing trends, technological advancements or changes in distribution methods and set proper pricing or effective trade incentives will negatively impact our operating results, achievement of our strategic and financial goals and our ability to capitalize on new revenue or value-producing opportunities. The rapid ~~evolution~~growth of ~~new distribution~~some channels, in particular in e-commerce which has expanded significantly following the outbreak of COVID-19, may ~~disrupt~~impact our current operations or strategies more quickly than we planned for, create consumer price deflation, alter the buying behavior of consumers or disrupt our retail customer relationships. We may need to increase or reallocate spending on existing and new distribution channels and technologies, marketing, advertising and new product innovation to protect or increase revenues, market share and brand significance. These expenditures may not be successful, including those related to our e-commerce and other technology-focused efforts, and might not result in trade and consumer acceptance of our efforts, which could materially and adversely affect our product sales, financial condition, ~~and~~ results of ~~operations.~~operations and cash flows. These new distribution channels as well as growing opportunities to utilize external manufacturers lower barriers to entry and allow smaller competitors to more effectively gain market share. Additionally, if we reduce prices but cannot increase sales volumes, or our labor or other costs increase but we cannot increase prices to offset those changes, our financial condition and results of operations will suffer.

During ~~2019,~~2020, we ~~operated~~continued to operate under our ~~new~~ strategy, which focuses on accelerating consumer-centric and volume-driven growth, operational excellence driven by cost discipline and continuous operational improvement including in areas like sales execution, and building a winning growth culture with a “local first” commercial approach. Failure to achieve these objectives or effectively operate under our strategy in a way that minimizes disruptions to our business could materially and adversely affect our financial condition, ~~and~~ results of ~~operations.~~operations and cash flows.

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Promoting and protecting our reputation and brand image and health is essential to our business success.

Our success depends on our ability to maintain and enhance our brands, expand to new geographies and new distribution platforms, including e-commerce, and evolve our portfolio with new product offerings that meet consumer expectations.

We seek to strengthen our brands through investments in our product quality, product renovation, innovation and marketing investments, including consumer-relevant advertising, digital transformation and consumer promotions. Failure to effectively address the continuing global focus on consumer-centric well-being, including changing consumer acceptance of certain ingredients, nutritional expectations of our products, and the sustainability of our ingredients, our supply chain and our packaging could adversely affect our brands. Increased negative attention from the media, governments, shareholders and other stakeholders in these areas as well as on the role of food marketing and other environmental, social or governance practices could adversely affect our brand image. Undue caution or inaction on our part in addressing these challenges and trends could weaken our competitive position. Such pressures could also lead to stricter regulations, industry self-regulation that is unevenly adopted among companies, and increased focus on food and snacking marketing practices. ~~Increased~~Increasing legal or regulatory restrictions on our labeling, advertising and consumer promotions, such as age-based restrictions on sales of products with certain nutritional profiles enacted in some states in Mexico and other restrictions being considered in the United Kingdom, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. Moreover, adverse publicity, regulatory developments or legal action against us, our employees or our licensees related to product quality and safety, where and how we manufacture our products, environmental risks, human and workplace rights

across our supply chain, or antitrust, anti-bribery and anti-corruption compliance could damage our reputation and brand health. Such actions could undermine our customers’ and shareholders’ confidence and reduce demand for our products, even if the regulatory or legal action is unfounded or these matters are immaterial to our operations. Our product sponsorship relationships, including those with celebrity spokespersons, influencers or group affiliations, could also subject us to negative publicity.

In addition, our success in maintaining and enhancing our brand image depends on our ability to anticipate change and adapt to a rapidly changing marketing and media environment, including our increasing reliance on established and emerging social media and online platforms, digital and mobile dissemination of marketing and advertising campaigns, targeted marketing and the increasing accessibility and speed of dissemination of information. A variety of legal and regulatory restrictions limit how and to whom we market our products. These restrictions may limit our brand renovation, innovation, marketing and promotion plans, particularly as social media and the communications environment continue to evolve. Negative posts or comments about Mondelēz International, our brands or our employees on social media or web sites (whether factual or not) or security breaches related to use of our social media accounts and failure to respond effectively to these posts, comments or activities could damage our reputation and brand image across the various regions in which we operate. Our brands may be associated with or appear alongside harmful content before these platforms or our own social media monitoring can detect this risk to our brand health. In addition, we might fail to invest sufficiently in maintaining, extending and expanding our brands, our marketing efforts might not achieve desired results and we might be required to recognize impairment charges on our brands or related intangible assets or goodwill. Furthermore, third parties may sell counterfeit or imitation versions of our products that are inferior or pose safety risks. When consumers confuse these counterfeit products for our products or have a bad experience with the counterfeit brand, they might refrain from purchasing our brands in the future, which could harm our brand image and sales. Failure to successfully maintain and enhance our reputation and brand health could materially and adversely affect our company and product brands as well as our product sales, financial condition, ~~and~~ results of ~~operations.~~operations and cash flows.

We must correctly predict, identify and interpret changes in consumer preferences and demand and offer new and improved products that meet those changes.

Consumer preferences for food and snacking products change continually. Our success depends on our ability to predict, identify and interpret the tastes, dietary habits, packaging, sales channel and other preferences of consumers around the world and to offer products that appeal to these preferences in the places and ways consumers want to shop. There may be further shifts in the relative size of shopping channels in addition to the increasing role of e-commerce for consumers. Our success relies upon managing this complexity to promote and bring our products to consumers effectively. Moreover, weak economic conditions, recession, equity market volatility or other factors, such as global or local pandemics and severe or unusual weather events, ~~can~~ affect consumer preferences and ~~demand.~~demand, such as the increased demand for biscuits and decreased demand for gum since the start of the COVID-19 pandemic. Failure to offer products that appeal to consumers or to correctly judge consumer

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demand for our products will impact our ability to meet our growth targets, and our sales and market share could decrease and our profitability could suffer.

We must distinguish between short-term fads and trends and long-term changes in consumer preferences. When we do not accurately predict which shifts in consumer preferences or category trends will be long-term or fail to introduce new and improved products to satisfy changing preferences, our sales can be adversely affected. In addition, because of our varied and geographically diverse consumer base, we must be responsive to local consumer needs, including with respect to when and how consumers snack and their desire for premium or value offerings, provide an array of products that satisfy the broad spectrum of consumer preferences and use ~~data-driven~~ marketing and advertising to reach consumers at the right time with the right message. Failure to expand our product offerings successfully across product categories, rapidly develop products in faster growing and more profitable categories or reach consumers in efficient and effective ways leveraging data and analytics could cause demand for our products to decrease and our profitability to suffer.

~~Prolonged negative~~Negative perceptions concerning the health, environmental and social implications of certain food products, ingredients, packaging materials, sourcing or production methods could influence consumer preferences and acceptance of some of our products and marketing programs. For example, consumers have increasingly focused on well-being, including reducing sodium and added sugar consumption, as well as the source and authenticity of the foods they consume. Continuing to expand our well-being offerings and refining the ingredient and nutrition profiles of existing products is important to our growth, as is maintaining focus on ethical sourcing and supply chain management opportunities to address evolving consumer preferences. In addition, consumer preferences differ by region, and we must monitor and adjust our use of ingredients and other activities to respond to these regional preferences. We might be unsuccessful in our efforts to effectively respond to changing consumer preferences and

social expectations. Continued negative perceptions ~~and~~or failure to satisfy consumer preferences could materially and adversely affect our reputation, brands, product sales, financial condition, ~~and~~ results of ~~operations.~~operations and cash flows.

We are subject to risks from operating globally.

We are a global company and generated 73.2% of our 2020 net revenues, 74.4% of our 2019 net revenues and 75.3% of our 2018 ~~net revenues and 75.8% of our 2017~~ net revenues outside the United States. We manufacture and market our products in over 150 countries and have operations in approximately 80 countries. Therefore, we are subject to risks inherent in global operations. Those risks include:

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

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

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

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

•changes in capital controls, including currency exchange controls, government currency policies or other limits on our ability to import raw materials or finished product into various countries or repatriate cash from outside the United States;

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

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

•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.

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In addition, political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, government shutdowns, travel or immigration restrictions, tariffs and other trade restrictions, public health risks or pandemics including COVID-19, public corruption, expropriation and other economic or political uncertainties, including inaccuracies in our assumptions about these factors, could interrupt and negatively affect our business operations or customer demand. High unemployment or the slowdown in economic growth in some markets could constrain consumer spending. Declining consumer purchasing power could result in loss of market share and adversely impact our profitability. Continued instability in the banking and governmental sectors of certain countries or the dynamics and uncertainties associated with the transition period following the United Kingdom’s ~~planned~~ exit from the European Union (“Brexit”) could have a negative effect on our business. (See below and Management’s Discussion and Analysis of Financial Condition and Results of Operations -– Financial Outlook – Brexit for more ~~information on Brexit.~~information.)

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

~~We face risks related to tax matters, including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes.~~

In December 2017, the United States enacted tax reform legislation (“U.S. tax reform”). The legislation implements many new U.S. domestic and international tax provisions. While additional guidance has been issued by the Internal Revenue Service (“IRS”) and the U.S. Treasury Department during 2018 and 2019, there are still some areas that need to be clarified. Also, a number of U.S. states have not updated their laws to take into account the new federal legislation. As a result, there may be further impact of the new laws on our future results of operations and financial condition. Changes in U.S. tax law, including further interpretations of the 2017 U.S. tax reform, could have a material adverse effect on us.

In addition, tax legislation enacted by foreign jurisdictions could significantly affect our ongoing operations. For example, during the third quarter of 2019, Swiss Federal and Zurich Cantonal events took place that resulted in enacted tax law changes under U.S. GAAP (“Swiss tax reform”). The new legislation is intended to replace certain preferential tax regimes with a new set of internationally accepted measures. We will continue to monitor Swiss tax reform for any additional interpretative guidance that could result in changes to the amounts we have recorded. Further, foreign tax authorities could impose rate changes along with additional corporate tax provisions that would disallow or tax perceived base erosion or profit shifting payments or subject us to new types of taxes such as digital taxes. Aspects of U.S. tax reform may lead foreign jurisdictions to respond by enacting additional tax legislation that is unfavorable to us.

Adverse changes in the underlying profitability or financial outlook of our operations in several jurisdictions could lead to changes in the realizability of our deferred tax assets and result in a charge to our income tax provision. Additionally, changes in tax laws in the U.S. or in other countries where we have significant operations could materially affect deferred tax assets and liabilities and our income tax provision.

We are also subject to tax audits by governmental authorities. Although we believe our tax estimates are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liabilities, including interest and penalties. Unexpected results from one or more such tax audits could significantly adversely affect our income tax provision and our results of operations.

Our 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, the Middle East, Africa, Southeast Asia and Ukraine. 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 as the FCPA and the U.K. Bribery Act, or local anti-bribery laws may be more common. These laws generally prohibit companies and their employees, contractors or agents from making improper payments to government officials, including in connection with obtaining permits or engaging in other actions necessary to do business. Failure to comply with these laws could subject us to civil and criminal penalties that could materially 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 manufacturers improve and expand their production capacities. Our success in emerging markets is critical to achieving our growth strategy. Failure to successfully increase our business in emerging markets and manage associated political, economic and regulatory risks could adversely affect our product sales, financial condition, ~~and~~ results of ~~operations.~~operations and cash flows.

Our use of information technology and third-party service providers exposes us to cybersecurity breaches and other business disruptions.

We use information technology and third-party service providers to support our global business processes and activities, including supporting critical business operations such as manufacturing and distribution; communicating with our suppliers, customers and employees; maintaining effective accounting processes and financial and disclosure controls; executing mergers and acquisitions and other corporate transactions; conducting research and development activities; meeting regulatory, legal and tax requirements; and executing various digital marketing and consumer promotion activities. Global shared service centers managed by third parties provide an increasing amount of services important to conducting our business, including a number of accounting, internal control, human resources and computing functions.

Continuity of business applications and services has been, and may in the future be, disrupted by events such as infection by viruses or malware, including the June 2017 malware incident that affected a significant portion of our global sales, distribution and financial networks (the “malware incident”~~) (see~~ ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments and Significant Items Affecting Comparability – Malware Incident~~ ~~and~~ ~~– Financial Outlook – Cybersecurity Risks~~); other cybersecurity attacks; issues with or errors in systems’ maintenance or security; power outages; hardware or software failures; denial of service attacks; telecommunication failures; natural disasters; terrorist attacks; and other catastrophic occurrences. Our use of new and emerging technologies such as cloud-based services and mobile applications continues to

evolve, presenting new and additional risks in managing access to our data, relying on third-parties to manage and safeguard data, ensuring access to our systems and availability of third-party systems.

Cybersecurity breaches of our or third-party systems, whether from circumvention of security systems, denial-of-service attacks or other cyberattacks such as hacking, phishing attacks, computer viruses, ransomware or malware, employee or insider error, malfeasance, social engineering, physical breaches or other actions may cause

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confidential information belonging to us or our employees, customers, consumers, partners, suppliers, or governmental or regulatory authorities to be misused or breached. These risks could be magnified given the increased number of employees, contractors and others working outside of offices during the COVID-19 pandemic. When risks such as these materialize, the need for us to coordinate with various third-party service providers and for third-party service providers to coordinate amongst themselves might increase challenges and costs to resolve related issues. Additionally, new initiatives, such as those related to e-commerce and direct sales, that increase the amount of confidential information that we process and maintain increase our potential exposure from a cybersecurity breach. If our controls, disaster recovery and business continuity plans or those of our third-party providers do not effectively respond to or resolve the issues related to any such disruptions in a timely manner, our product sales, financial condition and results of operations may be materially and adversely affected, 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 to protect our systems and data, such as advanced email protection to reduce the likelihood of credential thefts and electronic fraud attempts. We also focus on enhancing the monitoring and detection of threats in our environment, including but not limited to the manufacturing environment and operational technologies, as well as adjusting information security controls based on the updated threat. However, security measures cannot provide absolute security or guarantee that we will be successful in preventing or responding to every breach or disruption on a timely basis. Due to the constantly evolving and complex nature of security threats, we cannot predict the form and impact of any future incident, and the cost and operational expense of implementing, maintaining and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly.

We regularly transfer data across national borders to conduct our operations, and we are subject to a variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer and security of personal data. Privacy and data protection laws may be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements. The European Union’s General Data Protection Regulation (“GDPR”), which has greatly increased the jurisdictional reach of ~~European Union~~E.U. law and became effective in May 2018, ~~adds~~added a broad array of requirements for handling personal data including the public disclosure of significant data breaches, and imposes substantial penalties for non-compliance of up to 4% of global annual revenue for the preceding financial ~~year.~~year in addition to potential restrictions on data transfer and processing. The California Consumer Privacy Act (“CCPA”), which became effective onin January 1, 2020, ~~imposes~~imposed new responsibilities on us for the handling, disclosure and deletion of personal information for consumers who reside in California. The CCPA permits California to assess potentially significant fines for violating CCPA and creates a right for individuals to bring class action suits seeking damages for violations. In addition, the California Privacy Rights Act ballot initiative passed in November 2020 will create a new agency dedicated to data privacy that will be required to implement more stringent privacy regulations by January 1, 2023. Our efforts to comply with GDPR, CCPA and other privacy and data protection laws may impose significant costs and challenges that are likely to increase over time, and we could incur substantial penalties or be subject to litigation related to violation of existing or future data privacy laws and regulations.

We are subject to risks from unanticipated business disruptions.

We manufacture and source products and materials on a global scale. We utilize an integrated supply chain -– a complex network of suppliers and material needs, owned and leased manufacturing locations, co-manufacturing locations, distribution networks, shared service delivery centers and information systems that support our ability to provide our products to our customers consistently. Factors that are hard to predict or beyond our control, like weather (including any potential effects of climate change), natural disasters, water availability, supply and commodity shortages, terrorism, political unrest, cybersecurity breaches, generalized labor unrest, government shutdowns or health pandemics such as COVID-19 could damage or disrupt our operations or those of our suppliers, their suppliers, or our co-manufacturers or distributors. Failure to effectively ~~plan~~prepare for and respond to disruptions in our operations, for example, by not finding alternative suppliers or replacing capacity at key or sole manufacturing or distribution locations or by not quickly repairing damage to our information, production or supply systems, can cause delays in delivering or the inability to deliver products to our customers as we experienced in connection with the malware incident, ~~(see~~ ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments and Significant Items Affecting Comparability – Malware Incident~~ ~~and~~ ~~– Financial Outlook – Cybersecurity Risks~~), and the quality and safety of our products might be negatively affected. The occurrence of a

material or extended disruption may cause us to lose our customers’ or business partners’ confidence or suffer damage to our reputation, and long-term consumer demand for our products could decline.

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Some risks are difficult or impossible to insure through the insurance programs we use to transfer many of these risks, and the timing of insurance recoveries may not match the timing of our financial loss. In addition, we are subject to risk related to our own execution. This includes risk of disruption caused by operational error including fire, explosion or accidental contamination as well as our inability to achieve our strategic objectives due to capability or technology deficiencies related to our ongoing reconfiguration of our supply chain to drive efficiencies and fuel growth. Further, our ability to supply multiple markets with a streamlined manufacturing footprint may be negatively impacted by portfolio complexity, significant changes in trade policies, changes in volume produced and changes to regulatory restrictions or labor-related or other constraints on our ability to adjust production capacity in the markets in which we operate. These events could materially and adversely affect our product sales, financial condition, results of operations and cash flows.

Commodity and other input prices are volatile and may increase or decrease significantly or availability of commodities may become constrained.

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 product packaging materials, natural gas, fuel and electricity for our factories and warehouses, and we also incur expenses in connection with the transportation and delivery of our products. Costs of raw materials, other supplies and services and energy are volatile and fluctuate due to conditions that are difficult to predict. These conditions include global competition for resources, currency fluctuations, geopolitical conditions or conflicts, tariffs or other trade barriers, government intervention to introduce living income premiums or similar requirements such as those announced in 2019 in two of the main cocoa-growing countries, severe weather, the potential longer-term consequences of climate change on agricultural productivity, crop disease or pests, water risk, health pandemics including COVID-19, forest fires, consumer or industrial demand, and changes in governmental environmental or trade policy and regulations, alternative energy and agricultural programs. Increased government intervention and consumer or activist responses caused by increased focus on climate change, deforestation, water, plastic waste, animal welfare and human rights concerns and other risks associated with the global food system could adversely affect our or our suppliers’ reputation and business and our ability to procure the materials we need to operate our business. Some commodities are grown by smallholder farmers who might not be able to invest to increase productivity or adapt to changing conditions. Although we monitor our exposure to commodity prices and hedge against input price increases, we cannot fully hedge against changes in commodity costs, and our hedging strategies may not protect us from increases in specific raw material costs. Continued volatility in the prices of commodities and other supplies we purchase or changes in the types of commodities we purchase as we continue to evolve our product and packaging portfolio could increase or decrease the costs of our products, and our profitability could suffer as a result. Moreover, increases in the price of our products, including increases to cover higher input, packaging and transportation costs, may result in lower sales volumes, while decreases in input costs could require us to lower our prices and thereby affect our revenues, profits or margins. Likewise, constraints in the supply or availability of key commodities and necessary services such as transportation may limit our ability to grow our net revenues and earnings. If our mitigation activities are not effective, if we are unable to price to cover increased costs or must reduce our prices, or if we are limited by supply or distribution constraints, our financial condition, results of operations and cash flows can be materially adversely affected.

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 investments and other strategic alliances that could further our strategic business objectives. We may not successfully identify, complete or manage the risks presented by these strategic transactions. Our success depends, in part, upon our ability to identify suitable transactions; negotiate favorable contractual terms; comply with applicable regulations and receive necessary consents, clearances and approvals (including regulatory and antitrust clearances and approvals); integrate or separate businesses; realize the full extent of the benefits, cost savings or synergies presented by strategic transactions; effectively implement control environment processes with employees joining us as a result of a transaction; minimize adverse effects on existing business relationships with suppliers and customers; achieve accurate estimates of fair value; minimize potential loss of customers or key employees; and minimize indemnities and potential disputes with buyers, sellers and strategic partners. In addition, execution or oversight of strategic transactions may result in the diversion of management attention from our existing business and may present financial, managerial and operational risks.

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operations and infrastructures; identify and eliminate, as appropriate, redundant and underperforming operations and assets; manage inefficiencies associated with the integration of operations; and coordinate 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 in both public and private companies and in some cases management responsibilities with one or more other parties whose objectives for the alliance may diverge from ours over time, who may not have the same priorities, strategies or resources as we do, or whose interpretation of applicable policies may differ from our own. Strategic alliances we have entered into include our investments in JDE Peet's N.V. and Keurig Dr Pepper Inc. Transactions or ventures into which we enter might not meet our financial and non-financial control and compliance expectations or yield the anticipated benefits. Depending on the nature of the business ventures, 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 partner might 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 our strategic objectives or our growth or profitability targets. Our divestiture activities, or related activities such as reorganizations, restructuring programs and transformation initiatives, may require us to recognize impairment charges or to take action to reduce costs that remain after we complete 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, results of operations and cash flows.

Macroeconomic and Industry Risks

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

Scientific evidence collected by the Intergovernmental Panel on Climate Change demonstrates that carbon dioxide and other greenhouse gases in the atmosphere have caused and will in the future cause changes in weather patterns around the globe. These changes are expected to increase the frequency of extreme weather events and natural disasters and affect water availability and quality. These impacts increase risks for the global food production and distribution system. Decreased agricultural productivity caused by climate change might limit the availability of the commodities we purchase and use. These include cocoa, which is a critical raw material for our chocolate and biscuit portfolios that is particularly sensitive to changes in climate, as well as other raw materials such as wheat, vegetable oils, sugar, nuts and dairy. Localized weather events such as floods, severe storms or water shortages that are partially caused or exacerbated by climate change are physical risks that might disrupt our business operations or those of our suppliers, their suppliers, or our co-manufacturers or distributors.

Concern about climate change might result in new legal and regulatory requirements to reduce or mitigate the effects of climate change. These changes could increase our operating costs for things like energy or packaging through taxes or regulations, including payments under extended producer responsibility policies. Concern about climate change might cause consumer preferences to switch away from products or ingredients considered to have high climate change impact. Furthermore, we might fail to effectively address increased attention from the media, shareholders, activists and other stakeholders on climate change and related environmental sustainability matters, including deforestation, land use, water use and packaging, including plastic. Finally, the fact that consumers are exposed to rising temperatures could affect demand for our products, such as decreased demand we have experienced for chocolate during periods when temperatures are warmer.

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

Our retail customers are consolidating, and we must leverage our value proposition in order to compete against retailer and other economy brands.

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demand lower pricing, increased promotional programs or longer payment terms. Retail customers might also adopt these tactics in their dealings with us in response to the significant growth in online retailing for consumer products, which is outpacing the growth of traditional retail channels and has increased further in response to the COVID-19 pandemic. The emergence of alternative online retail channels, such as direct to consumer and e-business to business, may adversely affect our relationships with our large retail and wholesale customers.

In addition, larger retail customers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer and other economy brands that compete with some of our products. Our products must provide higher quality or value to our consumers than the less expensive alternatives, particularly during periods of economic uncertainty. Consumers may not buy our products when they perceive little difference between the quality or value of our products and those of retailer or other economy brands. When consumers prefer or otherwise choose to purchase the retailer or other economy brands, we can lose market share or sales volumes, or we may need to 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 a corresponding 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.

Failure to effectively respond to retail consolidation, increasing retail power and competition from retailer and other economy brands could materially and adversely affect our reputation, brands, product sales, financial condition, results of operations and cash flows.

We are subject to changes in our relationships with significant customers, suppliers and distributors.

During 2020, our five largest customers accounted for 17.5% of our net revenues. There can be no assurance that our customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing and develop their own brands. The loss of or disruptions related to significant customers could result in a material reduction in sales or change in the mix of products we sell to a significant customer. This could materially and adversely affect our product sales, financial condition, results of operations and cash flows.

Disputes with significant suppliers or distributors, including disputes related to pricing or performance, could adversely affect our ability to supply or deliver products to our customers or operate our business and could materially and adversely affect our product sales, financial condition and results of operations. In addition, the financial condition of our significant customers, suppliers and distributors are affected by events that are largely beyond our control such as the COVID-19 pandemic. Deterioration in the financial condition of significant customers, suppliers or distributors could materially and adversely affect our product sales, financial condition, results of operations and cash flows.

We may be unable to hire or retain and develop key personnel or a highly skilled and diverse global workforce or effectively manage changes in our workforce and respond to shifts in labor availability.

We must hire, retain and develop effective leaders and a highly skilled and diverse global workforce. We compete to hire new personnel with a variety of capabilities in the many countries in which we manufacture and market our products and then to develop and retain their skills and competencies. Unplanned or increased turnover of employees with key capabilities, failure to attract and develop personnel with key emerging capabilities such as e-commerce and digital marketing skills, or failure to develop adequate succession plans for leadership positions or to hire and retain a workforce with the skills and in the locations we need to operate and grow our business could deplete our institutional knowledge base and erode our competitiveness. We could face unforeseen challenges in the availability of labor, such as we have experienced since the outbreak of COVID-19. Changes in our operating model and business processes, including building a winning growth culture, implementing our “local first” commercial approach, utilizing our global shared services capability and reconfiguring our supply chain, could lead to operational challenges and changes in the skills we require to achieve our business goals. Failure to achieve a more diverse workforce and leadership team, compensate our employees competitively and fairly or maintain a safe and inclusive environment could affect our reputation and also result in lower performance and an inability to retain valuable employees.

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We must address changes in, and that affect, our workforce and satisfy the legal requirements associated with how we manage and compensate our employees. This includes our management of employees represented by labor unions or workers’ councils, who represent approximately 63% of our 67,000 employees outside the United States and approximately 26% of our 12,000 U.S. employees. Strikes, work stoppages or other forms of labor unrest by our employees or those of our suppliers or distributors, or situations like the renegotiation of collective bargaining agreements, could cause disruptions to our supply chain, manufacturing or distribution processes. Changes in immigration laws and policies, including in connection with Brexit, or restrictions such as those imposed in connection with the COVID-19 pandemic could also make it more difficult for us to recruit or relocate skilled employees.

These risks could materially and adversely affect our reputation, ability to meet the needs of our customers, product sales, financial condition, results of operations and cash flows.

Legal and Regulatory Risks

We face risks related to complying with changes in and inconsistencies among laws and regulations in many countries in which we operate.

Our activities around the world are highly regulated and subject to government oversight. Various laws and regulations govern food production, packaging and waste management, storage, distribution, sales, advertising, labeling and marketing, as well as intellectual property, competition, antitrust, trade, labor, tax and environmental matters, privacy, data protection, and health and safety practices. Government authorities regularly change laws and regulations as well as their interpretations of existing laws and regulations. Our failure to comply with existing laws and regulations, or to make changes necessary to comply with new or revised laws and regulations or evolving interpretations and application of existing laws and regulations, could materially and adversely affect our product sales, financial condition, results of operations and cash flows. For instance, our financial condition, results of operations and cash flows could be negatively affected by the regulatory and economic impact of changes in the corporate tax policies of the United States and other countries; trade relations among the United States and other countries, including China, Mexico and the European Union; and changes within the European Union such as Brexit.

In connection with Brexit, on December 24, 2020, the European Union and the United Kingdom reached an agreement on a new trade arrangement that became effective on January 1, 2021. Main trade provisions include the continuation of no tariffs or quotas on trade between the U.K. and E.U. so long as we meet prescribed trade terms. We will also need to meet product and labeling standards for both the U.K. and E.U. The U.K. may also set its own trade policies with countries such as the United States, Australia and New Zealand that currently do not have free trade agreements with the E.U. Cross-border trade between the U.K. and E.U. will be subject to new customs regulations, documentation and reviews. We anticipate increased shipping costs and near-term delays because of the need for ongoing customs inspections and related procedures. Our supply chain in this market relies on imports of raw and packaging materials as well as finished goods. Volatility in foreign currencies and other markets may also arise as the U.K. and E.U. work though the new trade arrangements. Once the new rules are formalized, there could be other near- or long-term negative impacts. Any disagreements on trade terms or supply chain or distribution delays or other disruptions could negatively affect our U.K. business. (See Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Outlook – Brexit for more information.)

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 product contamination, including contamination of ingredients we use in our products that third parties supply, spoilage or other adulteration, product mislabeling or product tampering. These risks could be heightened in light of increased pressure on our suppliers from the COVID-19 pandemic. On-site quality audits of third parties such as suppliers, external manufacturers and trademark licensees have been limited by travel restrictions and heightened safety protocols in light of COVID-19, and remote audits do not fully offset risks from the inability to conduct on-site audits. In addition, if another company recalls or experiences negative publicity related to a product in a category in which we compete, consumers might reduce their overall consumption of products in this category. Any of these events could materially and adversely affect our reputation, brands, product sales, financial condition, results of operations and cash flows.

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We may also suffer losses when our products or operations or those of our suppliers violate applicable laws or regulations, or when 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. A significant product liability claim or other legal judgment against us, a related regulatory enforcement action, a widespread product recall or attempts to manipulate 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 publicity surrounding assertions against our products or processes could materially and adversely affect our reputation, brands, product sales, product inventory, financial condition, results of operations and cash flows, and we could incur significant expense responding to such a claim.

We face risks related 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 frameworks around the world. Consequently, we are subject to greater risk of litigation, legal or tax claims or other regulatory enforcement actions. We have implemented policies and procedures designed to promote compliance with existing laws and regulations; however, there can be no assurance that we maintain effective control environment processes, including in connection with our global shared services capability. Actions by our employees, contractors or agents in violation of our policies and procedures could lead to violations, unintentional or otherwise, of laws and regulations. When litigation, legal or tax claims or regulatory enforcement actions arise out of our failure or alleged failure to comply with applicable laws, regulations or controls, we could be subject to civil and criminal penalties that could materially and adversely affect our reputation, product sales, financial condition, results of operations and cash flows. Even if a claim is unsuccessful, without merit or not pursued to completion, the cost of responding to such a claim, including expenses and management time, could adversely affect us. Furthermore, as a result of the COVID-19 pandemic, there may be investigations, legal claims or litigation against us relating to our actions or decisions in response to the pandemic.

We 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 financial reporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements and may not prevent or detect misstatements because of its inherent limitations. These limitations include, among others, the possibility of human error, inadequacy or circumvention of controls and fraud. If we do not maintain effective internal control over financial reporting or design and implement controls sufficient to provide reasonable assurance with respect to the preparation and fair presentation of our financial statements, including in connection with controls executed for us by third parties, we might fail to timely detect any misappropriation of corporate assets or inappropriate allocation or use of funds and could be unable to file accurate financial reports on a timely basis. As a result, our reputation, results of operations and stock price could be materially adversely affected.

We face risks related to adequately protecting our valuable intellectual property rights.

We consider our intellectual property rights, particularly and most notably our trademarks, but also our patents, copyrights, registered designs, proprietary trade secrets, recipes, technology, know-how and licensing agreements, to be a significant and valuable part of our business. We attempt to protect our intellectual property rights by taking advantage of a combination of patent, trademark, copyright and trade secret laws in various countries, as well as licensing agreements, third-party nondisclosure and assignment agreements and policing of third-party misuses and infringement of our intellectual property. Our failure to obtain or adequately protect our intellectual property rights, or any change in law or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness and could materially harm our business and financial condition.

We may be unaware of potential third-party claims of intellectual property infringement relating to our technology, brands or products. Any litigation regarding patents or other intellectual property could be costly and time-consuming and could divert management’s and other key personnel’s attention from our business operations. Third-party claims of intellectual property infringement might require us to pay monetary damages or enter into costly license agreements. We also may be subject to injunctions against development and sale of certain of our products, which could include removal of existing products from sale. Any of these occurrences could materially and adversely affect our reputation, brand health, ability to introduce new products or improve the quality of existing products, product sales, financial condition, results of operations and cash flows.

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Financial Risks

We face risks related to tax matters, including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes.

In December 2017, the United States enacted tax reform legislation (“U.S. tax reform”). The legislation implements many new U.S. domestic and international tax provisions. The Internal Revenue Service (“IRS”), the U.S. Treasury Department and numerous state governments issued additional guidance during 2018, 2019 and 2020. We have factored the original 2017 legislation as well as the additional guidance into our 2017 through 2020 financial results of operations as applicable. As of January 2021, there is a new president of the United States, and his campaign included proposed changes to U.S. tax legislation. Adoption of new U.S. tax rules could have a material adverse effect on us.

We are subject to currency exchange rate fluctuations.

At December 31, ~~2019,~~2020, we sold our products in over 150 countries and had operations in approximately 80 countries. Consequently, a significant portion of our business is exposed to currency exchange rate fluctuations. Our financial results and capital ratios are sensitive to movements 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 pay dividends to our shareholders. In addition, movements in currency exchange rates affect transaction costs because we source product ingredients from various countries. Our efforts to mitigate our exposure to exchange rate fluctuations, primarily on cross-currency transactions, may not be successful. We hedge a number of risks including exposures to foreign exchange rate movements and volatility of interest rates that could impact our future borrowing costs. Hedging of these risks could potentially subject us to counter-party credit risk. In addition, local economies, monetary policies and currency hedging availability affect our ability to hedge against currency-related economic losses. We might not be able to successfully mitigate our exposure to currency risks due to factors such as continued global and local market volatility, actions by foreign governments, political uncertainty, inflation and limited hedging opportunities. Accordingly, changes in the currency exchange rates that we use to translate our results into U.S. dollars for financial reporting purposes or for transactions involving multiple currencies could materially and adversely affect future demand for our products, our financial condition, ~~and~~ results of operations and cash flows, and our relationships with customers, suppliers and employees in the short or long-term.

~~Commodity and other input prices are volatile and may increase or decrease significantly or availability of commodities may become constrained.~~

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 product packaging materials, natural gas, fuel and electricity for our factories and warehouses, and we also incur expenses in connection with the transportation and delivery of our products. Costs of raw materials, other supplies and services and energy are volatile and fluctuate due to conditions that are difficult to predict. These conditions include global competition for resources, currency fluctuations, geopolitical conditions or conflicts, tariffs or other trade barriers, government intervention to introduce living income premiums or similar requirements such as those announced in 2019 in two cocoa-growing countries, severe weather, the potential longer-term consequences of climate change on agricultural productivity, crop disease or pests, water risk, health pandemics, forest fires, consumer or industrial demand, and changes in governmental trade policy and regulations, alternative energy and agricultural programs. Increased government intervention and consumer or activist responses caused by increased focus on climate change, deforestation, water, plastic waste, animal welfare and human rights concerns and other risks associated with the global food system could adversely affect our or our suppliers’ reputation and business and our ability to procure the materials we need to operate our business. Some commodities are grown by smallholder farmers who might not be able to invest to increase productivity or adapt to changing conditions. Although we monitor our exposure to commodity prices and hedge against input price increases, we cannot fully hedge against changes in commodity costs, and our hedging strategies may not protect us from increases in specific raw material costs. Continued volatility in the prices of commodities and other supplies we purchase or changes in the types of commodities we purchase as we continue to evolve our product and packaging portfolio could increase or decrease the costs of our products, and our profitability could suffer as a result. Moreover, increases in the price of our products, including increases to cover higher input, packaging and transportation costs, may result in lower sales volumes, while decreases in input costs could require us to lower our prices and thereby affect our revenues, profits or margins. Likewise, constraints in the supply or availability of key commodities, including necessary services such as transportation, may limit our ability to grow our net revenues and earnings. If our mitigation activities are not effective, if we are unable to price to cover increased costs or must reduce our

~~prices, or if we are limited by supply or distribution constraints, our financial condition and results of operations can be materially adversely affected.~~

~~We face risks related to complying with changes in and inconsistencies among laws and regulations in many countries in which we operate.~~

Our activities around the world are highly regulated and subject to government oversight. Various laws and regulations govern food production, packaging and waste management, storage, distribution, sales, advertising, labeling and marketing, as well as intellectual property, competition, antitrust, trade, labor, tax and environmental matters, privacy, data protection, and health and safety practices. Government authorities regularly change laws and regulations as well as their interpretations of existing laws and regulations. Our failure to comply with existing laws and regulations, or to make changes necessary to comply with new or revised laws and regulations or evolving interpretations and application of existing laws and regulations, could materially and adversely affect our product sales, financial condition and results of operations. For instance, our financial condition and results of operations could be negatively affected by the regulatory and economic impact of changes in taxation and trade relations among the United States and other countries, including a new United States-Mexico-Canada Agreement when ratified, developments in U.S. trade relations with China or changes with or in the European Union such as Brexit.

We continue to monitor Brexit and its potential impacts on our results of operations and financial condition. In 2019, we generated 8.6% of our net revenues in the United Kingdom, and our supply chain in this market relies on imports of raw and packaging materials as well as finished goods. Volatility in foreign currencies and other markets is expected to continue as the United Kingdom executes its exit from the European Union. If the U.K.'s membership in the European Union terminates without trade and other cross-border operating agreements, there could be increased costs from re-imposition of tariffs on trade between the United Kingdom and other countries, including those in the European Union, shipping delays because of the need for customs inspections and procedures and shortages of certain goods. The United Kingdom will also need to negotiate its own tax and trade treaties with countries all over the world, which could take years to complete. If the ultimate terms of the U.K.’s separation from the European Union negatively impact the U.K. economy or result in disruptions to sales or our supply chain, the imposition of tariffs or currency devaluation in the United Kingdom, the impact to our consolidated revenue, earnings and cash flow could be material. (See ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Outlook – Brexit~~ ~~for more information.)~~

~~We may be unable to hire or retain and develop key personnel or a highly skilled and diverse global workforce or manage changes in our workforce.~~

We must hire, retain and develop effective leaders and a highly skilled and diverse global workforce. We compete to hire new personnel with a variety of capabilities in the many countries in which we manufacture and market our products and then to develop and retain their skills and competencies. Unplanned or increased turnover of employees with key capabilities, failure to attract and develop personnel with key emerging capabilities such as e-commerce and digital marketing skills, or failure to develop adequate succession plans for leadership positions or to hire and retain a workforce with the skills and in the locations we need to operate and grow our business could deplete our institutional knowledge base and erode our competitiveness. Changes in our operating model and business processes, including building a winning growth culture, implementing our “local first” commercial approach, utilizing our global shared services capability and reconfiguring our supply chain, could lead to operational challenges and changes in the skills we require to achieve our business goals. Failure to achieve a more diverse workforce and leadership team, compensate our employees competitively and fairly or maintain a safe and inclusive environment could affect our reputation and also result in lower performance and an inability to retain valuable employees.

We might be unable to manage appropriately changes in, or that affect, our workforce or satisfy the legal requirements associated with how we manage and compensate our employees. This includes our management of employees represented by labor unions or workers’ councils, who represent approximately 63% of our 68,000 employees outside the United States and approximately 27% of our 12,000 U.S. employees. Strikes, work stoppages or other forms of labor unrest by our employees or those of our suppliers or distributors, or situations like the renegotiation of collective bargaining agreements that expired in February 2016 and that cover eight U.S. facilities, could cause disruptions to our supply chain, manufacturing or distribution processes. Changes in immigration laws and policies, including in connection with Brexit, could also make it more difficult for us to recruit or relocate skilled employees.

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

~~Our retail customers are consolidating, and we must leverage our value proposition in order to compete against retailer and other economy brands.~~

Retail customers, such as supermarkets, discounters, e-commerce merchants, warehouse clubs and food distributors in the European Union, the United States and other major markets, continue to consolidate, form buying alliances or be acquired by new entrants in the food retail market, resulting in fewer, larger customers. Large retail customers and customer alliances can delist our products or reduce the shelf space allotted to our products and demand lower pricing, increased promotional programs or longer payment terms. Retail customers might also adopt these tactics in their dealings with us in response to the significant growth in online retailing for consumer products, which is outpacing the growth of traditional retail channels. The emergence of alternative online retail channels, such as direct to consumer and e-business to business, may adversely affect our relationships with our large retail and wholesale customers.

~~We are subject to changes in our relationships with significant customers, suppliers and distributors.~~

During 2019, our five largest customers accounted for 17.0% of our net revenues. There can be no assurance that our customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing and develop their own brands. The loss of or disruptions related to significant customers could result in a material reduction in sales or change in the mix of products we sell to a significant customer. This could materially and adversely affect our product sales, financial condition and results of operations.

Disputes with significant suppliers or distributors, including disputes related to pricing or performance, could adversely affect our ability to supply or deliver products to our customers or operate our business and could materially and adversely affect our product sales, financial condition and results of operations. In addition, the financial condition of our significant customers, suppliers and distributors are affected by events that are largely beyond our control. Deterioration in the financial condition of significant customers, suppliers or distributors could materially and adversely affect our product sales, financial condition and results of operations.

~~We may decide or be required to recall products or be subjected to product liability claims.~~

face claims of false or deceptive advertising or other criticism. A significant product liability or other legal judgment against us, a related regulatory enforcement action, a widespread product recall or attempts to manipulate 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 publicity surrounding assertions against our products or processes could materially and adversely affect our reputation, brands, product sales, product inventory, financial condition and results of operations.

~~We face risks related to legal or tax claims or other regulatory enforcement actions.~~

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

Scientific evidence collected by the Intergovernmental Panel on Climate Change demonstrates that carbon dioxide and other greenhouse gases in the atmosphere have caused and will in the future cause changes in weather patterns around the globe. These changes are expected to increase the frequency of extreme weather events and natural disasters and affect water availability and quality. These impacts increase risks for the global food production and distribution system. Decreased agricultural productivity caused by climate change might limit the availability of the commodities we purchase and use. These include cocoa, which is a critical raw material for our chocolate and biscuit portfolios that is particularly sensitive to changes in climate, as well as other raw materials such as wheat, vegetable oils, sugar, nuts and dairy. Localized weather events such as floods, severe storms or water shortages that are partially caused or exacerbated by climate change might disrupt our business operations or those of our suppliers, their suppliers, or our co-manufacturers or distributors.

Concern about climate change might result in new legal and regulatory requirements to reduce or mitigate the effects of climate change. These changes could increase our operating costs for things like energy through taxes or regulations. Concern about climate change might cause consumer preferences to switch away from products or ingredients considered to have high climate change impact. Furthermore, we might fail to effectively address increased attention from the media, shareholders, activists and other stakeholders on climate change and related environmental sustainability matters, including deforestation, land use, water use and packaging, including plastic. Finally, the fact that consumers are exposed to rising temperatures could affect demand for our products, such as decreased demand we have experienced for chocolate during periods when temperatures are warmer.

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

~~We may not successfully identify, complete or manage strategic transactions.~~

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, as appropriate, redundant and underperforming operations and assets; manage inefficiencies associated with the integration of operations; and coordinate 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 in both public and private companies and in some cases management responsibilities with one or more other parties whose objectives for the alliance may diverge from ours over time, who may not have the same priorities, strategies or resources as we do, or whose interpretation of applicable policies may differ from our own. Strategic alliances we have entered into include our investments in Jacobs Douwe Egberts and Keurig Dr Pepper Inc. Transactions or ventures into which we enter might not meet our financial and non-financial control and compliance expectations or yield the anticipated benefits. Depending on the nature of the business ventures, 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 partner might fail to recognize an alliance relationship that could expose the business to higher risk or make the venture not as productive as expected.

~~Any of these risks could materially and adversely affect our business, product sales, financial condition and results of operations.~~

~~We could fail to maintain effective internal control over financial reporting.~~

Weak financial performance, downgrades in our credit ratings, illiquid global capital markets and volatile global economic conditions could 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 credit ratings, interest rates, the stability of financial institutions with which we partner, the

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liquidity of the overall global capital markets and the state of the global economy, including the food industry, could affect our access to, and the availability or cost of, financing on acceptable terms and conditions and our ability to pay dividends in the future. There can be no assurance that we will have access to the global capital markets on terms we find acceptable.

We regularly access the commercial paper markets in the United States and Europe for ongoing funding requirements. A downgrade in our credit ratings by a credit rating agency could increase our borrowing costs and adversely affect our ability to issue commercial paper. Disruptions in the global commercial paper market or other effects of volatile economic conditions on the global credit markets also could reduce the amount of commercial 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 and adversely 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 our costs relating to our employees’ pensions.

We sponsor defined benefit pension plans for a number of our employees throughout the world and also contribute to other employees’ pensions under defined benefit plans that we do not sponsor. At the end of ~~2019,~~2020, the projected benefit obligation of the defined benefit pension plans we sponsor was ~~$12.2~~$13.5 billion and plan assets were ~~$11.5~~$12.9 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 funded defined benefit pension plans are funded with trust assets invested in a globally diversified portfolio of investments, including equities and corporate and government debt. Among other factors, changes in interest rates, mortality rates, early retirement rates, investment returns, funding requirements in the jurisdictions in which the plans operate and the market value of plan assets affect the level of plan funding, cause volatility in the net periodic pension cost and impact our future funding requirements. Legislative and other governmental regulatory actions may also increase funding requirements for our pension plans’ benefits obligation. Volatility in the global capital markets may increase the risk that we will be required to make additional cash contributions to these company-sponsored pension plans and recognize further increases in our net periodic pension cost.

We also participate in multiemployer pension plans for certain U.S. union-represented employees. As a participating employer under multiemployer pension plans, we may owe more than the contributions we are required to make under the applicable collective bargaining agreements. For example, if we partially or completely withdraw from a multiemployer pension plan, we may be required to pay a partial or complete withdrawal ~~liability.~~liability, such as the withdrawal liability we are paying in connection with our complete withdrawal from the Bakery and Confectionery Union and Industry International Pension Fund in 2018. This kind of withdrawal liability will generally increase if there is also a mass withdrawal of other participating employers or if the plan terminates. In 2018, we executed a complete withdrawal from the Bakery and Confectionery Union and Industry International Pension Fund (the "Fund") and recorded a $429 million estimated withdrawal liability. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years and we recorded a $35 million final adjustment to reduce our withdrawal liability as of June 30, 2019. We began making monthly payments during the third quarter of 2019. As of December 31, 2019, the remaining discounted withdrawal liability was $391 million, with $14 million recorded in other current liabilities and $377 million recorded in long-term other liabilities. See Note 11, Benefit Plans, to the consolidated financial statements for more information on our multiemployer pension plans.

A significant increase in our pension benefit obligations or funding requirements could curtail our ability to invest in the business and adversely affect our financial condition, ~~and~~ results of ~~operations.~~operations and cash flows.

~~We face risks related to adequately protecting our valuable intellectual property rights.~~

We consider our intellectual property rights, particularly and most notably our trademarks, but also our patents, trade secrets, copyrights and licensing agreements, to be a significant and valuable part of our business. We attempt to protect our intellectual property rights by taking advantage of a combination of patent, trademark, copyright and trade secret laws in various countries, as well as licensing agreements, third-party nondisclosure and assignment agreements and policing of third-party misuses and infringement of our intellectual property. Our failure to obtain or adequately protect our intellectual property rights, or any change in law or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness and could materially harm our business and financial condition.

Item 1B. Unresolved Staff Comments.

None.

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Item 2. Properties.

On December 31, ~~2019,~~2020, we had approximately ~~126~~133 manufacturing and processing facilities in 4445 countries and ~~110~~111 distribution centers and depots worldwide that we owned or leased. During ~~2019,~~2020, the number of manufacturing facilities ~~decreased~~increased by ~~6 mainly due to divestitures~~7 and the number of distribution facilities ~~decreased~~increased by ~~13 primarily~~1 due in part to ~~the expiration~~our acquisition of ~~lease agreements and consolidation of facilities.~~Give & Go in 2020. In addition to our owned or leased properties, we also utilize a highly distributed network of warehouses and distribution centers that are owned or leased by third party logistics partners, contract manufacturers, co-packers or other strategic partners. We believe we have or will add sufficient capacity to meet our planned operating needs. It is our practice to maintain all of our plants and other facilities in good condition.


	As of December 31, 2020
	Number of Manufacturing Facilities	Number of Distribution Facilities
Latin America (1)	12	12
AMEA	43	31
Europe	55	8
North America	23	60
Total	133	111

Owned	116	14
Leased	17	97
Total	133	111

(1)Excludes our deconsolidated Venezuela operations. Refer to Note 1, Summary of Significant Accounting Policies, for more information.

As of December 31, 2019

Number of
Manufacturing
Facilities

Number of
Distribution
Facilities
Latin America ⁽¹⁾
13
13
AMEA 43
21
Europe 55
23
North America 15
53
Total 126
110

Owned 118
13
Leased 8
97
Total 126
110


~~(1)~~	~~Excludes our deconsolidated Venezuela operations. Refer to Note 1,~~ ~~Summary of Significant Accounting Policies, for~~ ~~more information.~~

Item 3. Legal Proceedings.

Information regarding legal proceedings is available in Note 14, Commitments and Contingencies, to the consolidated financial statements in this report.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

We ~~have listed our~~are proud members of the Standard and Poor's 500 and Nasdaq 100. Our Common Stock is listed on The Nasdaq Global Select Market under the symbol “MDLZ.” At January ~~31, 2020,~~29, 2021, there were ~~44,764~~43,367 holders of record of our Common Stock.

Comparison of Five-Year Cumulative Total Return

The following graph compares the cumulative total return on our Common Stock with the cumulative total return of the S&P 500 Index and the Mondelēz International performance peer group index. The graph assumes, in each case, that an initial investment of $100 is made at the beginning of the five-year period. The cumulative total return reflects market prices at the end of each year and the reinvestment of dividends each year.


As of December 31,	Mondelēz International		S&P 500		Performance Peer Group
2015	$	100.00	$	100.00	$	100.00
2016	100.57		111.96		104.70
2017	98.98		136.40		121.55
2018	94.75		130.42		114.36
2019	133.06		171.49		145.00
2020	144.48		203.04		158.62

As of December 31,
  Mondelēz
  International
S&P 500
  Performance
  Peer Group
2014 $ 100.00
$ 100.00
$ 100.00
2015 125.39
101.38
102.59
2016 126.10
113.51
102.96
2017 124.11
138.29
120.31
2018 118.82
132.23
113.19
2019 166.85
173.86
143.50

The Mondelēz International performance peer group consists of the following companies considered our market competitors or that have been selected on the basis of industry, global focus or industry leadership: Campbell Soup Company, The Coca-Cola Company, Colgate-Palmolive Company, Danone S.A., General Mills, Inc., The Hershey Company, Kellogg Company, 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 through ~~2019~~2020 only as the company was formed in 2015.

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Issuer Purchases of Equity Securities

Our stock repurchase activity for each of the three months in the quarter ended December 31, ~~2019~~2020 was:

Period
Total Number of Shares Purchased⁽¹⁾

Average Price Paid per Share⁽¹⁾

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽²⁾

Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs⁽²⁾
October 1-31, 2019 1,295,595
$ 53.76
1,281,313
$ 3,433
November 1-30, 2019 2,946,093
52.18
2,831,683
3,286
December 1-31, 2019 2,472,223
54.42
2,467,098
3,151
For the Quarter Ended
December 31, 2019
6,713,911
53.31
6,580,094


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
October 1-31, 2020	60,320	$	57.57	—	$	2,450
November 1-30, 2020	5,488,346	57.92		5,454,165	2,138
December 1-31, 2020	6,704,171	57.90		6,699,294	5,750
For the Quarter Ended December 31, 2020	12,252,837	57.71		12,153,459

~~(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 deferred stock units that vested, totaling 14,282 shares, 114,410 shares and 5,125 shares for the fiscal months of October, November and December 2019, respectively.

(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 deferred stock units that vested, totaling 60,320 shares, 34,181 shares and 4,877 shares for the fiscal months of October, November and December 2020, respectively.

~~(2)~~

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

(2)Dollar values stated in millions. Our Board of Directors has authorized the repurchase of $23.7 billion of our Common Stock through December 31, 2023. Authorizations to increase and extend the program duration included: $4.0 billion on December 2, 2020, $6.0 billion on January 31, 2018, $6.0 billion on July 29, 2015, $1.7 billion on December 3, 2013, $6.0 billion on August 6, 2013 (cumulatively including amounts authorized on March 12, 2013) and the lesser of 40 million shares and $1.2 billion on March 12, 2013. Since the program inception on March 12, 2013 through December 31, 2020, we have repurchased $17.9 billion, and as of December 31, 2020, we had $5.8 billion share repurchase authorization remaining. See related information in Note 13, Capital Stockand in Management's Discussion and Analysis of Financial Condition and Results of Operations – Equity and Dividends.

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Item 6. Selected Financial Data

Mondelēz International, Inc.

Selected Financial Data – Five Year Review ⁽¹⁾


	2019		2018		2017		2016		2015			2020		2019		2018		2017		2016
	(in millions, except per share and employee data)											(in millions, except per share and employee data)
Continuing Operations ⁽²⁾											Continuing Operations (2)
Net revenues	$	25,868	$	25,938	$	25,896	$	25,923	$	29,636	Net revenues	$	26,581	$	25,868	$	25,938	$	25,896	$	25,923
Earnings from continuing operations, net of taxes	3,885		3,395		2,842		1,645		7,291		Earnings from continuing operations, net of taxes	3,569		3,944		3,331		2,813		1,683
Net earnings attributable to Mondelēz International	3,870		3,381		2,828		1,635		7,267		Net earnings attributable to Mondelēz International	3,555		3,929		3,317		2,799		1,673
Per share, basic	2.68		2.30		1.87		1.05		4.49		Per share, basic	2.48		2.72		2.25		1.85		1.08
Per share, diluted	2.65		2.28		1.85		1.04		4.44		Per share, diluted	2.47		2.69		2.23		1.83		1.06
Cash Flow and Financial Position ⁽³⁾											Cash Flow and Financial Position (3)
Net cash provided by operating activities	3,965		3,948		2,593		2,838		3,728		Net cash provided by operating activities	3,964		3,965		3,948		2,593		2,838
Capital expenditures	925		1,095		1,014		1,224		1,514		Capital expenditures	863		925		1,095		1,014		1,224
Property, plant and equipment, net	8,733		8,482		8,677		8,229		8,362		Property, plant and equipment, net	9,026		8,733		8,482		8,677		8,229
Total assets	64,549		62,729		62,957		61,506		62,843		Total assets	67,810		64,515		62,618		62,907		61,460
Long-term debt	14,207		12,532		12,972		13,217		14,557		Long-term debt	17,276		14,207		12,532		12,972		13,217
Total Mondelēz International shareholders’ equity	$	27,275	$	25,637	$	25,994	$	25,141	$	28,012	Total Mondelēz International shareholders’ equity	$	27,578	$	27,241	$	25,526	$	25,945	$	25,096
Shares outstanding at year end ⁽⁴⁾	1,435		1,451		1,488		1,528		1,580		Shares outstanding at year end (4)	1,419		1,435		1,451		1,488		1,528
Per Share and Other Data											Per Share and Other Data
Book value per shares outstanding	$	19.01	$	17.67	$	17.47	$	16.45	$	17.73	Book value per shares outstanding	$	19.43	$	18.98	$	17.59	$	17.44	$	16.42
Dividends declared per share ⁽⁵⁾	$	1.09	$	0.96	$	0.82	$	0.72	$	0.64	Dividends declared per share (5)	$	1.20	$	1.09	$	0.96	$	0.82	$	0.72
Common Stock closing price at year end	$	55.08	$	40.03	$	42.80	$	44.33	$	44.84	Common Stock closing price at year end	$	58.47	$	55.08	$	40.03	$	42.80	$	44.33
Number of employees	80,000		80,000		83,000		90,000		99,000		Number of employees	79,000		80,000		80,000		83,000		90,000

~~Summary~~Table of ~~Significant Accounting Policies~~, we adopted the new lease accounting standard on January 1, 2019. The impact of adopting the standard included the initial recognition as of January 1, 2019, of $710 million of lease-related assets and $730 million of lease-related liabilities on our consolidated balance sheet. The transition method we elected for adoption required a cumulative effect adjustment to retained earnings as of January 1, 2019, which was not material. For additional information on leases, refer to Note 5, ~~Leases~~.Contents

~~Keurig Dr Pepper Transaction~~

On July 9, 2018, Keurig Green Mountain, Inc. ("Keurig") closed on its definitive merger agreement with Dr Pepper Snapple Group, Inc., and formed Keurig Dr Pepper Inc. (NYSE: "KDP"), a publicly traded company. Following the close of the transaction, our 24.2% investment in Keurig together with our shareholder loan receivable became a 13.8% investment in KDP. During 2018, we recorded a pre-tax gain of $778 million (or $586 million after-tax). Also, during the first quarter of 2019, we recognized a $23 million pre-tax gain related to the impact of a KDP acquisition that decreased our ownership interest from 13.8% to 13.6%. In connection with the KDP transaction, in the third quarter of 2018, we changed our accounting principle to reflect our share of Keurig's historical and KDP's ongoing earnings on a one-quarter lag basis for all periods presented while we continue to record dividends when cash is received. Refer to Note 7, ~~Equity Method Investments, for additional information on KDP and the transaction.~~

~~Malware Incident~~

On June 27, 2017, a global malware incident impacted our business. The malware affected a significant portion of our global sales, distribution and financial networks. Following the incident, we executed business continuity and contingency plans to contain the impact, minimize damages and restore our systems environment. We also restored our main operating systems and processes and enhanced our system security. To date, we have not found, nor do we expect to find, any instances of Company or personal data released externally.

During 2017, we estimated the malware incident had a negative impact of 0.4% on our net revenue and Organic Net Revenue growth as we recognized the majority of delayed second quarter shipments in our third quarter 2017 results and we also permanently lost some revenue. We incurred total incremental expenses of $84 million predominantly during the second half of 2017 as part of the recovery effort. The recovery from the incident was largely resolved by the end of 2017 and we continued efforts to strengthen our security measures and enhance general information technology, business process and disclosure controls.

Summary of Results

•Net revenues were approximately $26.6 billion in 2020 and $25.9 billion in ~~both~~ 2019, an increase of 2.8% in 2020 and ~~2018,~~ a decrease of 0.3% in ~~2019 and an increase of 0.2% in 2018.~~2019. In ~~2019,~~2020, net revenues ~~declined due~~were significantly impacted by the COVID-19 outbreak and response. In developed markets, particularly North America, demand for our products, primarily biscuits and chocolate, grew significantly as consumers increased their food purchases for in-home consumption. In some of our emerging markets, where we have a greater concentration of traditional trade, as well as in our gum and candy, world travel retail and foodservice businesses, where we sell products that are typically consumed away from home, net revenues were negatively affected by mandated lockdowns and other related restrictions. In the second half of the year the negative impacts we experienced from COVID-19, particularly during the second quarter, subsided, resulting in a return to revenue growth across a number of our key markets.

–Net revenue increased in 2020, driven by higher net pricing, favorable volume/mix and incremental net revenues from our acquisitions of Give & Go in 2020 and Perfect Snacks in 2019. These items were partially offset by the significant impact of unfavorable currency translation, as the U.S. dollar strengthened against most currencies in which we operate compared to exchange rates in the prior year, as well as the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa.

–Net revenue decreased in 2019, driven by the impact of unfavorable currency translation and the impact of the divestiture of most of our cheese business in the Middle East and Africa. Net revenues were positively affected by higher net pricing and favorable volume/mix, as well as ~~the~~our acquisitions of ~~a majority interest in~~ Perfect Snacks in 2019 and ~~a U.S. premium biscuit company,~~ Tate's Bake Shop in 2018. ~~In 2018, net revenues grew~~

•Organic Net Revenue increased 3.7% to $26.8 billion in 2020 and increased 4.1% to $26.9 billion in 2019. While Organic Net Revenue in 2020 was impacted by the COVID-19 outbreak and response described above, Organic Net Revenue increased in both 2020 and 2019 due to higher net pricing and favorable volume/mix. Organic Net Revenue is on a constant currency basis and excludes revenue from acquisitions and divestitures. We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying operating results (see the definition of Organic Net Revenue and our reconciliation with net revenues within Non-GAAP Financial Measures appearing later in this section).

•Diluted EPS attributable to Mondelēz International decreased 8.2% to $2.47 in 2020 and increased 20.6% to $2.69 in 2019.

–Diluted EPS decreased in 2020 primarily driven by lapping the prior-year benefit from Swiss tax reform, costs associated with the JDE Peet's transaction, loss on debt extinguishment, higher intangible asset impairment charges, unfavorable year-over-year mark-to-market impacts from currency and commodity derivatives, lapping a prior-year gain on divestiture, lapping the prior-year benefit from pension participation changes and the unfavorable impact on net earnings from divestitures. These factors were ~~also positively affected~~partially offset by gains on equity method investment transactions, higher Adjusted EPS, favorable change from the resolution of tax matters (a benefit in 2020 as compared to an expense in 2019), lower Simplify to Grow program costs and lower losses related to interest rate swaps.

–Diluted EPS increased in 2019 primarily driven by the ~~acquisition~~benefit from Swiss tax reform, lapping the prior-year impact from pension participation changes, operating gains, lower Simplify to Grow program costs, an increase in equity method investment earnings, lapping the prior-year loss on debt extinguishment, fewer shares outstanding, a gain on divestiture, lower interest expense and a benefit from current-year pension participation changes, partially offset by lapping the prior-year gain on equity method investment transactions, unfavorable currency translation, a loss related to interest rate swaps, the expense from the resolution of ~~Tate's Bake Shop. Net revenue growth was negatively affected~~tax matters in 2019 and an unfavorable year-over-year change in mark-to-market impacts from currency and commodity derivatives. See our Discussion and Analysis of Historical Results appearing later in this section for further details.

•Adjusted EPS increased 5.3% to $2.59 in 2020 and increased 4.2% to $2.46 in 2019. On a constant currency basis, Adjusted EPS increased 6.5% to $2.62 in 2020 and increased 11.0% to $2.62 in 2019.

–For 2020, operating gains, an increase in benefit plan non-service income and fewer shares outstanding, partially offset by ~~the impact of~~ unfavorable currency translation and a decrease in equity method investment earnings drove the ~~impact~~Adjusted EPS growth.

–For 2019, operating gains, increased equity method investment earnings, fewer shares outstanding, lower interest expense and lower taxes, partially offset by unfavorable currency translation drove the Adjusted EPS growth.

Table of ~~several business divestitures that occurred~~Contents

Adjusted EPS and Adjusted EPS on a constant currency basis are non-GAAP financial measures. We use these measures as they provide improved year-over-year comparability of our underlying results (see the definition of Adjusted EPS and our reconciliation with diluted EPS within Non-GAAP Financial Measures appearing later in ~~2017 which reduced net revenues in 2018 as compared to the prior year.~~this section).

•

Organic Net Revenue increased 4.1% to $26.9 billion in 2019 and increased 2.4% to $26.1 billion in 2018. In both 2019 and 2018, Organic Net Revenue increased as a result of higher net pricing and favorable volume/mix. Organic Net Revenue is on a constant currency basis and excludes revenue from divestitures and acquisitions. We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying operating results (see the definition of Organic Net Revenue and our reconciliation with net revenues within ~~Non-GAAP Financial Measures~~ ~~appearing later in this section).~~

•

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

•

Adjusted EPS increased 2.1% to $2.47 in 2019 and increased 14.2% to $2.42 in 2018. On a constant currency basis, Adjusted EPS increased 8.3% to $2.62 in 2019 and increased 15.6% to $2.45 in 2018. For 2019, operating gains, fewer shares outstanding, increased equity method investment earnings, lower interest expense and lower taxes drove the Adjusted EPS growth. For 2018, operating gains, fewer shares outstanding, lower taxes, increased equity method investment earnings and lower interest expense drove the Adjusted EPS growth. Adjusted EPS and Adjusted EPS on a constant currency basis are non-GAAP financial measures. We use these measures as they provide improved year-over-year comparability of our underlying results (see the definition of Adjusted EPS and our reconciliation with diluted EPS within ~~Non-GAAP Financial Measures~~ ~~appearing later in this section).~~

Financial Outlook

We seek to achieve profitable, long-term growth and manage our business to attain this goal using our key operating metrics: Organic Net Revenue, Adjusted Operating Income and Adjusted EPS. We use these non-GAAP financial metrics and related computations, particularly growth in profit dollars, to evaluate and manage our business and to plan and make near-and long-term operating and strategic decisions. As such, we believe these 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 it is useful to provide investors with the same financial information that we use internally to make comparisons of our historical operating results, identify trends in our underlying operating results and evaluate our business. We believe our non-GAAP financial measures should always be considered in relation to our GAAP results. We have provided reconciliations between our GAAP and non-GAAP financial measures in Non-GAAP Financial Measures, which appears 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 and profitability objectives.

COVID-19 –We continue to monitor and respond to the COVID-19 outbreak. While its full impact is not yet known, it has had a material negative effect on economic conditions globally and could have a material negative effect on our business and results in the future, particularly if there are significant adverse changes to consumer demand or significant disruptions to the supply, production or distribution of our products or the credit or financial stability of our customers and other business partners. An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets may also have a negative effect on our derivative counterparties and could also impair our banking or other business partners, on whom we rely for access to capital and as counterparties for a number of our derivative contracts. Any of these and other developments could materially harm our business, results of operations and financial condition. We will continue to prioritize the safety of our employees and consumers. As we manage operations during the pandemic, we may continue to incur increased labor, customer service, logistics and other costs. As consumer demand for our products evolves, we could see continued shifts in product mix that could have a negative impact on our results. As discussed in Recent Developments and Significant Items Affecting Comparability, we are working to mitigate any negative impacts to our business from the COVID-19 outbreak, but we may not be able to fully predict or respond to all impacts on a timely basis to prevent near- and long-term adverse impacts to our results.

Demand – We monitor consumer spending and our market share within the food and beverage categories in which we sell our products. While gum and candy category growth was down due to less on-the-go consumption, the overall snack category continued to grow in 2020, in part due to increased consumer demand for snacks purchases for in-home consumption during the COVID-19 outbreak. As part of our strategic plan, we seek to drive category growth by leveraging our local and consumer-focused commercial approach, making investments in our brand and snacks portfolio, building strong routes to market in both emerging and developed markets and improving our availability across multiple channels. We believe these actions will help drive demand in our categories and strengthen our positions across markets.

Long-Term Demographics and Consumer Trends – Snack food consumption is highly correlated to GDP growth, urbanization of populations and rising discretionary income levels associated with a growing middle class, particularly in emerging markets. Our recent research underscores the growth of snacking worldwide and how behavior, sentiment and routines surrounding food are being reshaped by COVID-19. Snacking, ~~behavior is on the rise around the world~~which was already increasing among consumers, has accelerated further in 2020 as consumers spend more time at home, according to the ~~first~~second annual ~~“State~~State of ~~Snacking”~~Snacking report, commissioned by Mondelēz International and issued in November ~~2019, which~~2020. The report was conducted in conjunction with consumer poll specialist The Harris Poll and summarizes the findings from interviews with thousands of consumers across 12 countries. AThe report shows that consumers see snacking as an important source of comfort, connection and community, especially during the past year. For many, snacking offers moments of satisfaction and peace, with a majority of ~~adults, and an even higher percentage~~respondents noting it has helped distract them from a challenging year.

Table of Millennial consumers, indicated they prefer to eat small bites throughout the day as opposed to larger meals. The report concludes that consumer needs are evolving in response to busy modern lifestyles, the desire for community connections and a more holistic sense of well-being. Also, the way consumers snack and buy snacks around the world is diverse, with consumers purchasing snacks across evolving retail and digital landscapes. We expect these trends to continue and, in order to position ourselves for long-term growth, we are investing in our well-being and other snack offerings, product and marketing innovation and new routes to market including e-commerce.Contents

~~Demand~~ – We monitor consumer spending and our market share within the food and beverage categories in which we sell our products. Over the last three years, we have been seeing improvements in regional economic growth, consumer confidence and growth in our categories. However, geopolitical and economic uncertainties from time to time may continue to affect economic growth, consumer confidence and category growth. As part of our new strategic plan, we seek to drive category growth by offering snack innovations, leveraging our local and consumer-focused commercial approach, making investments in our brand and snacks portfolio, building strong routes to market in both emerging and developed markets and improving our position across multiple channels. We believe these actions will help drive demand in our categories and strengthen our positions across markets.

Volatility of Global Markets – Our growth strategy depends in part on our ability to expand our operations, including in emerging markets. Some emerging markets have greater political, economic and currency volatility and greater vulnerability to infrastructure and labor disruptions. Volatility in these markets affects demand for and the costs of our products and requires frequent changes in how we operate our business. As further discussed in COVID-19 above and in Item 7A, Quantitative and Qualitative Disclosures about Market Risk, volatility in global consumer, commodity, currency and capital markets increased significantly during 2020 and is expected to continue until the COVID-19 outbreak is largely resolved. See also below for a discussion of Brexit as well as Argentina, which was designated a highly inflationary economy in 2018. In addition, the imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our sales or key commodities and potential changes in U.S. trade programs, trade relations, regulations, taxes or fiscal policies might negatively affect our sales or profitability. To help mitigate adverse effects of ongoing volatility across markets, we aim to protect profitability through the management of costs (including hedging) and pricing as well as targeted investments in our brands and new routes to market.

~~Coronavirus~~ – We have been monitoring the outbreak of a new coronavirus that originated in China. We believe it could have a negative impact on our results in the short term and we are taking steps to protect our employees, consumers and business.

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 product categories in which we sell. To grow and maintain our market positions, we focus on meeting consumer needs and preferences through a local-first commercial focus, new digital and other sales and marketing initiatives, product innovation and high standards of product quality. We

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

Pricing – Our net revenue growth and profitability may be affected as we adjust prices to address new conditions. We adjust our product prices based on a number of variables including demand, the competitive environment and changes in our product input costs. We generally have increased prices in response to higher commodity costs, currency and other market factors. In ~~2020,~~2021, we anticipate changing market conditions to continue to impact pricing. Price changes may affect net revenues or market share in the near term as the market adjusts to changes in input costs and other market conditions.

Operating Costs – Our operating costs include raw materials, labor, selling, general and administrative expenses, taxes, currency impacts and financing costs. We manage these costs through cost saving and productivity initiatives, sourcing and hedging programs, pricing actions, refinancing and tax planning. To remain competitive on our operating structure, we continue to work on programs to expand our profitability, such as our Simplify to Grow Program, which is designed to bring about significant reductions in our operating cost structure in both our supply chain and overhead costs.

~~Multiemployer pension plan~~Taxes – ~~In 2018, we executed a complete withdrawal from the Fund~~We continue to monitor existing and recorded a $429 million estimated withdrawal liability. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million and we recorded a $35 million final adjustment to reduce our withdrawal liability at that time.potential future tax reform. During the third quarter of 2019, we ~~began making monthly pro-rata payments on~~recorded the ~~20-year obligation. As~~impact of ~~December 31, 2019, the remaining discounted withdrawal liability was $391 million.~~

~~Taxes~~ ~~– During the third quarter of 2019, Swiss Federal and Zurich Cantonal tax events drove our recognition of a $767 million~~ Swiss tax reform ~~net benefit to our results of operations. The future tax rate impacts of the Swiss tax reform law changes became effective on January 1, 2020~~ and ~~are not expected to have a material impact on our overall results of operations. We~~we will continue to monitor ~~Swiss tax reform~~ for any additional interpretative guidance that could result in changes to the amounts we have recorded. In the United States, while the 2017 U.S. tax reform reduced the U.S. corporate tax rate and included some beneficial provisions, other provisions have, and ~~in the future~~ will continue to have, an adverse effect on our results. We continue to evaluate the impacts as additional guidance on implementing the legislation becomes available. While additional guidance has been issued by the IRS and the U.S. Treasury Department, there are still some areas that may not be clarified for some time. Also, a number of U.S. states have not updated their laws to take into account the new federal legislation. As a result, there may be additional impacts of the new laws on our future results of operations and financial condition. It is possible that U.S. tax reform or related interpretations could change and have an adverse effect on us that could be material.

Currency – As a global company with ~~74.4%~~73.2% of our net revenues generated outside the United States, we are continually exposed to changes in global economic conditions and currency movements. While we hedge significant forecasted currency exchange transactions as well as currency translation impacts from certain net assets of our non-U.S. operations, including the United Kingdom, we cannot fully predict or eliminate all adverse impacts arising from changes in currency exchange rates on our consolidated financial results. To partially offset currency translation impacts arising from our overseas operations, we enter into net investment hedges primarily in the form of local currency-denominated debt, cross-currency swaps and other financial instruments. While we work to mitigate our exposure to currency risks, factors such as continued global and local market volatility, actions by foreign governments, political uncertainty, limited hedging opportunities and other factors could lead to unfavorable currency impacts in the future and could adversely affect our results of operations or financial position. See additional discussion of Brexit and Argentina below and refer also to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, and Note 10, Financial Instruments, for additional information on how we manage currency and related risks. As currency movements can make comparison of year-over-year operating performance challenging, we isolate the impact of currency and also report growth on a constant currency basis, holding prior-year currency exchange rates constant, so that prior-year and current-year results can be compared on a consistent basis.

Table of Contents

Brexit – On ~~January 31,~~December 24, 2020, the European Union and the United Kingdom ~~began the withdrawal process from the European Union under the European and U.K. Parliament approved Withdrawal Agreement. During a transition period currently scheduled to end~~reached an agreement on December 31, 2020, the United Kingdom will effectively remain in the E.U.’s customs union and single market while a trade deal with the European Union is negotiated. The deadline for extending the transition period ends on June 30, 2020. If the transition period is not extended, on December 31, 2020, the United Kingdom will either exit the European Union without a trade deal or will begin a new trade ~~relationship~~arrangement that became effective on January 1, 2021. Main trade provisions include the continuation of no tariffs or quotas on trade between the U.K. and E.U. so long as we meet prescribed trade terms. We will also need to meet product and labeling standards for both the U.K. and E.U. and we have already begun to introduce these changes gradually. The U.K. may also set its own trade policies with countries such as the United States, Australia and New Zealand that currently do not have free trade agreements with the ~~European Union.~~

~~During~~E.U. Cross-border trade between the ~~transition period,~~U.K. and E.U. will be subject to new customs regulations, documentation and reviews. To date, we ~~continue to take protective measures in response to~~have not experienced significant delays at U.K.-E.U. border crossings, however, we anticipate increased shipping costs and near-term delays because of the ~~potential impacts on our results of operations~~need for ongoing customs inspections and ~~financial condition.~~related procedures. Our exposure to disruptions to our supply chain, the imposition of tariffs and currency devaluation in the United Kingdom could result in a material impact to our consolidated revenue, earnings and cash flow. In 2019, we generated 8.6% of our net revenues in the United Kingdom and our supply chain in this market relies on imports of raw and packaging materials as well as finished goods. Following the Brexit vote in June 2016, there was significant volatility in the global stock markets and currency exchange rates. The value of the British pound sterling relative to the U.S. dollar declined significantly and negatively affected our translated results reported in U.S. dollars. The volatilityVolatility in foreign currencies and other markets ~~is expected to continue~~may also arise as the ~~United Kingdom executes its exit from~~U.K. and E.U. work though the ~~European Union. If~~new trade arrangements. Once the ~~U.K.'s membership in the European Union terminates without trade and other cross-border operating agreements,~~new rules are formalized, there could be ~~increased costs from re-imposition of tariffs on trade between the United Kingdom and~~ other ~~countries, including those in the European Union, shipping delays because of the need for customs inspections and procedures and shortages of certain goods. The United Kingdom will also need~~near- or long-term negative impacts. We have been taking protective measures to negotiate its own tax and trade treaties with countries all over the world, which could take years to complete. If the ultimate terms of the U.K.’s separation from the European Union negatively impact the U.K. economy or result inlimit disruptions to ~~sales or~~ our supply chain ~~the impact~~and sales to limit potential negative impacts on our results of operations, ~~and~~ financial condition ~~could be material.~~and cash flows. We ~~have taken measures~~continue to increase our resources in customer service & logistics ~~together~~as well as in our factories and on our customs support teams. We are adapting our systems and processes for new and increased customs transactions. We continue to enhance resilience plans to aid in dealing with ~~increasing~~anticipated border delays. We are working to address new regulatory requirements such as packaging changes. Also, we continue to closely monitor and manage our inventory levels of imported raw materials, packaging and finished goods in the ~~United Kingdom to help us manage through~~U.K. Any disagreements on trade terms or supply chain or distribution delays or other disruptions could negatively affect our U.K. business. In 2020, we generated 9.0% of our net revenues in the ~~Brexit transition and the inherent risks. Resulting impacts and market volatility can vary significantly depending on the final terms of the~~ U.K.~~’s exit from the European Union.~~

Argentina – as further discussed in Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, on July 1, 2018, we began to apply highly inflationary accounting for our Argentinean subsidiaries. As a result, we recorded a remeasurement loss of $9 million in 2020, a remeasurement gain of $4 million in 2019 and a remeasurement loss of $11 million in 2018 within selling, general and administrative expenses related to the revaluation of the Argentinean peso denominated net monetary position over these periods. The mix of monetary assets and liabilities and the exchange rate to convert Argentinean pesos to U.S. dollars could change over time, so it is difficult to predict the overall impact of the Argentina highly inflationary accounting on future net earnings.

Financing Costs – We regularly evaluate our variable and fixed-rate debt. We continue to use low-cost, short- and long-term debt to finance our ongoing working capital, capital expenditures and other investments, dividends and share repurchases. ~~Our weighted-average interest rate on our total~~We continued to secure low-cost short and long-term debt as of December 31, 2019 was 2.2%, down from 2.3% as of December 31, 2018 and up from 2.1% as of December 31, 2017, primarily reflecting changes in our interest rates on commercial paper borrowings over these periods.during 2020. We continue to use interest rate swaps and other financial instruments to manage our exposure to interest rate and cash flow variability, protect the value of our existing currency assets and liabilities and protect the value of our debt. We also enter into cross-currency interest rate swaps and forwards to hedge our non-U.S. net investments against adverse movements in exchange rates. Our net investment hedge derivative contracts have had and are expected to have a favorable impact and reduce some of the financing costs and related currency impacts within our interest costs. Refer to Note 9, Debt and Borrowing Arrangements, and Note 10, Financial Instruments, for additional information on our debt and derivative activity.

Cybersecurity Risks – ~~In 2017, the malware incident impacted our operating systems and results.~~ We continue to devote focused resources to network security, backup and disaster recovery, enhanced training and other security measures to protect our systems and data. We also focus on enhancing the monitoring and detection of threats in our environment, including but not limited to the manufacturing environment and operational technologies, as well as adjusting information security controls based on updated threats. While we have taken a number of security measures to protect our systems and data, security measures cannot provide absolute certainty or guarantee that we will be successful in preventing or responding to every breach or disruption on a timely basis.

Table of Contents

Discussion and Analysis of Historical Results

Items Affecting Comparability of Financial Results

The following table includes significant income or (expense) items that affected the comparability of our results of operations and our effective tax rates. Please refer to the notes to the consolidated financial statements indicated below for more information. Refer also to the Consolidated Results of Operations – Net Earnings and Earnings per Share Attributable to Mondelēz International table for the after-tax per share impacts of these items.


		For the Years Ended December 31,											For the Years Ended December 31,
	See Note	2019			2018			2017				See Note	2020			2019			2018
		(in millions, except percentages)											(in millions, except percentages)
Simplify to Grow Program	Note 8										Simplify to Grow Program	Note 8
Restructuring Charges		$	(176	)	$	(316	)	$	(535	)	Restructuring Charges		$	(156)		$	(176)		$	(316)
Implementation Charges		(272		)	(315		)	(257		)	Implementation Charges		(207)			(272)			(315)
Intangible asset impairment charges	Note 6	(57		)	(68		)	(109		)	Intangible asset impairment charges	Note 6	(144)			(57)			(68)
Mark-to-market gains/(losses) from derivatives ⁽¹⁾	Note 10	90			142			(96		)
Malware incident incremental expenses		—			—			(84		)
Mark-to-market gains from derivatives (1)											Mark-to-market gains from derivatives (1)	Note 10	19			90			142
Acquisition and divestiture-related costs	Note 2										Acquisition and divestiture-related costs	Note 2

Acquisition integration costs		—			(3		)	(3		)	Acquisition integration costs		(4)			—			(3)
Acquisition-related costs		(3		)	(13		)	—			Acquisition-related costs		(15)			(3)			(13)
Divestiture-related costs		(6		)	1			(34		)	Divestiture-related costs		(4)			(6)			1
Net gain on divestitures		44			—			186
Net gain on divestiture											Net gain on divestiture		—			44			—

Costs associated with JDE Peet's transaction											Costs associated with JDE Peet's transaction	Note 7	(48)			—			—
Remeasurement of net monetary position		4			(11		)	—			Remeasurement of net monetary position		(9)			4			(11)
Impact from pension participation changes ⁽¹⁾	Note 11	29			(429		)	—			Impact from pension participation changes (1)	Note 11	(11)			29			(429)
Impact from resolution of tax matters	Note 14	(85		)	11			281
Impact from resolution of tax matters (1)											Impact from resolution of tax matters (1)	Note 14	48			(85)			11
CEO transition remuneration ⁽²⁾		(9		)	(22		)	(14		)	CEO transition remuneration (2)		—			(9)			(22)
(Loss)/gain related to interest rate swaps	Note 9 & 10	(111		)	10			—			(Loss)/gain related to interest rate swaps	Note 9 & 10	(103)			(111)			10
Loss on debt extinguishment	Note 9	—			(140		)	(11		)	Loss on debt extinguishment	Note 9	(185)			—			(140)
Swiss tax reform net impacts	Note 16	767			—			—			Swiss tax reform net impacts	Note 16	—			767			—
U.S. tax reform discrete net tax impacts	Note 16	(5		)	(19		)	44			U.S. tax reform discrete net tax impacts	Note 16	—			(5)			(19)
Net (loss)/gain on equity method investment transactions ⁽³⁾	Note 7	(2		)	778			40
Equity method investee acquisition-related and other (charges)/benefits ⁽⁴⁾		(61		)	54			(69		)
Gain/(loss) on equity method investment transactions (3)											Gain/(loss) on equity method investment transactions (3)	Note 7	989			(2)			778
Equity method investee items (4)											Equity method investee items (4)		(92)			(48)			32
Effective tax rate	Note 16	0.1		%	27.2		%	21.3		%	Effective tax rate	Note 16	36.2		%	0.1		%	27.2		%


~~(1)~~	~~Includes impacts recorded in operating income and interest expense and other, net.~~

~~(2)~~

(1)Includes impacts recorded in operating income and interest expense and other, net.

(2)Please see the Non-GAAP Financial Measures section at the end of this item for additional information.

(3)Gain/(loss) on equity method investment transactions is recorded outside pre-tax operating results on the consolidated statement of earnings.

(4)Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's and KDP equity method investees, including acquisition and divestiture-related costs and restructuring program costs.

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~~(3)~~	~~The net gain/(loss) on equity method investment transactions is recorded outside pre-tax operating results on the consolidated statement of earnings.~~


~~(4)~~	~~Amount for 2018 primarily relates to a deferred tax benefit Keurig recorded as a result of U.S. tax reform.~~

Consolidated Results of Operations

The following discussion compares our consolidated results of operations for 2020 with 2019 and 2019 with ~~2018~~2018.

2020 compared with 2019


	For the Years Ended December 31,
	2020		2019		$ change		% change
	(in millions, except per share data)
Net revenues	$	26,581	$	25,868	$	713	2.8	%
Operating income	3,853		3,843		10		0.3	%
Earnings from continuing operations	3,569		3,944		(375)		(9.5)	%
Net earnings attributable to Mondelēz International	3,555		3,929		(374)		(9.5)	%
Diluted earnings per share attributable to Mondelēz International	2.47		2.69		(0.22)		(8.2)	%

Net Revenues – Net revenues increased $713 million (2.8%) to $26,581 million in 2020, and ~~2018~~Organic Net Revenue increased $960 million (3.7%) to $26,773 million. Developed markets net revenue increased 8.0% and developed markets Organic Net Revenue increased 4.5%. Emerging markets net revenues decreased 6.0%, including an unfavorable currency impact, and emerging markets Organic Net Revenue increased 2.3%. The underlying changes in net revenues and Organic Net Revenue are detailed below:


	2020
Change in net revenues (by percentage point)
Total change in net revenues	2.8	%
Add back the following items affecting comparability:
Unfavorable currency	2.4	pp
Impact of divestiture	0.2	pp
Impact of acquisitions	(1.7)	pp
Total change in Organic Net Revenue (1)	3.7	%
Higher net pricing	1.9	pp
Favorable volume/mix	1.8	pp

(1)Please see the Non-GAAP Financial Measures section at the end of this item.

Net revenues were higher in developed markets, particularly North America, where due to the COVID-19 outbreak and response, demand for our products, primarily biscuits and chocolate, grew significantly as consumers increased their food purchases for in-home consumption. However, our gum and candy categories as well as our world travel retail and foodservice businesses were negatively impacted by COVID-19. In emerging markets, where we have a greater concentration of traditional trade, several markets were challenged by COVID-19 impacts, particularly those with ~~2017.~~

significant gum and candy portfolios. Overall, as the negative impacts of COVID-19 experienced in the first half of the year subsided in the second half of the year, revenue growth began to recover in a number of our key emerging markets, though overall emerging markets net revenues declined due to unfavorable currency impacts.

Net revenue increase of 2.8% was driven by our underlying Organic Net Revenue growth of 3.7% and the impact of acquisitions, mostly offset by unfavorable currency and the impact of a prior-year divestiture. Organic Net Revenue growth was driven by higher net pricing and favorable volume/mix. Higher net pricing in all regions except Europe was due to the benefit of carryover pricing from 2019 as well as the effects of input cost-driven pricing actions taken during 2020. Favorable volume/mix in North America and Europe, partially offset by unfavorable volume/mix in Latin America and AMEA, included strong volume gains tempered by unfavorable mix reflecting shifts in consumer purchases in response to the COVID-19 outbreak. The April 1, 2020 acquisition of Give & Go added incremental net revenues of $390 million and the July 16, 2019 acquisition of a majority interest in Perfect Snacks added incremental net revenues of $55 million in 2020. Unfavorable currency impacts decreased net revenues by $637

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million, due primarily to the strength of the U.S. dollar relative to most currencies, including the Brazilian real, Argentinean peso, Russian ruble, Mexican peso, Indian rupee, South African rand and Turkish lira, partially offset by the strength of several currencies relative to the U.S. dollar, including the euro, Philippine peso, British pound sterling, Egyptian pound and Swedish krona. The impact of the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa resulted in a year-over-year decline in net revenues of $55 million. Refer to Note 2, Acquisitions and Divestitures, for more information.

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Operating Income – Operating income increased $10 million (0.3%) to $3,853 million in 2020, Adjusted Operating Income increased $137 million (3.2%) to $4,401 million and Adjusted Operating Income on a constant currency basis increased $196 million (4.6%) to $4,460 million due to the following:


	Operating Income		Change
	(in millions)
Operating Income for the Year Ended December 31, 2019	$	3,843
Simplify to Grow Program (2)	442
Intangible asset impairment charges (3)	57
Mark-to-market gains from derivatives (4)	(91)

Acquisition-related costs (5)	3
Divestiture-related costs (5)	6
Operating income from divestiture (5)	(9)
Net gain on divestiture (5)	(44)

Remeasurement of net monetary position (6)	(4)
Impact from pension participation changes (7)	(35)
Impact from resolution of tax matters (8)	85
CEO transition remuneration (1)	9
Swiss tax reform impact (9)	2

Adjusted Operating Income (1) for the Year Ended December 31, 2019	$	4,264
Higher net pricing	495
Higher input costs	(394)
Favorable volume/mix	142
Higher selling, general and administrative expenses	(77)

VAT-related settlements	11

Impact from acquisitions (5)	23
Other	(4)
Total change in Adjusted Operating Income (constant currency) (1)	196		4.6	%
Unfavorable currency translation	(59)
Total change in Adjusted Operating Income (1)	137		3.2	%
Adjusted Operating Income (1) for the Year Ended December 31, 2020	$	4,401
Simplify to Grow Program (2)	(360)
Intangible asset impairment charges (3)	(144)
Mark-to-market gains from derivatives (4)	16
Acquisition integration costs (5)	(4)
Acquisition-related costs (5)	(15)
Divestiture-related costs (5)	(4)


Costs associated with JDE Peet's transaction (10)	(48)
Remeasurement of net monetary position (6)	(9)

Impact from resolution of tax matters (8)	20



Operating Income for the Year Ended December 31, 2020	$	3,853	0.3	%

(1)Refer to the Non-GAAP Financial Measures section at the end of this item.

(2)Refer to Note 8, Restructuring Program, for more information.

(3)Refer to Note 6, Goodwill and Intangible Assets, for more information on intangible asset impairments.

(4)Refer to Note 10, Financial Instruments, Note 18, Segment Reporting, and Non-GAAP Financial Measures section at the end of this item for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.

(5)Refer to Note 2, Acquisitions and Divestitures, for more information on the April 1, 2020 acquisition of a significant majority interest in Give & Go, the July 16, 2019 acquisition of a majority interest in Perfect Snacks and the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa.

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(6)Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.

(7)Refer to Note 11, Benefit Plans, for more information.

(8)Refer to Note 14, Commitments and Contingencies – Tax Matters, for more information.

(9)Refer to Note 16, Income Taxes, for more information on Swiss tax reform.

(10)Refer to Note 7, Equity Method Investments, for more information on the JDE Peet's transaction.

During 2020, we realized higher net pricing and favorable volume/mix, which was largely offset by increased input costs. Higher net pricing, which included the carryover impact of pricing actions taken in 2019 as well as the effects of input cost-driven pricing actions taken during 2020, was reflected in all regions except Europe. Favorable volume/mix was driven by North America and Europe, which was partially offset by unfavorable volume/mix in Latin America and AMEA. The increase in input costs was driven by higher raw material costs, partially offset by lower manufacturing costs driven by productivity net of incremental COVID-19 related costs. Higher raw material costs were in part due to higher currency exchange transaction costs on imported materials, as well as higher cocoa, dairy, sugar, energy, packaging, nuts, grains and other ingredients costs, partially offset by lower costs for oils.

Total selling, general and administrative expenses decreased $38 million from 2019, due to a number of factors noted in the table above, including in part, a favorable currency impact related to expenses, favorable change from the resolution of tax matters (a benefit in 2020 as compared to an expense in 2019), lower implementation costs incurred for the Simplify to Grow Program, lapping prior-year value-added tax (“VAT”) related settlements, lapping prior-year CEO transition remuneration and lapping the prior-year divestiture. These decreases were partially offset by the impact of acquisitions, costs associated with the JDE Peet's transaction, lapping the benefit from prior-year pension participation changes, unfavorable change in remeasurement of net monetary position in Argentina (remeasurement loss in 2020 as compared to a remeasurement gain in 2019) and higher acquisition-related costs. Excluding these factors, selling, general and administrative expenses increased $77 million from 2019. The increase was driven primarily by higher advertising and consumer promotion costs, partially offset by lower overhead spending net of incremental COVID-19 related costs.

We recorded an expense of $11 million from a VAT-related settlement in Latin America in 2019. Unfavorable currency changes decreased operating income by $59 million due primarily to the strength of the U.S. dollar relative to most currencies, including the Brazilian real, Russian ruble, Indian rupee, Swiss franc, South African rand and Turkish Lira, partially offset by the strength of several currencies relative to the U.S. dollar, including the euro, Egyptian pound, Philippine peso, British pound sterling and Swedish krona.

Operating income margin decreased from 14.9% in 2019 to 14.5% in 2020. The decrease in operating income margin was driven primarily by the year-over-year unfavorable change in mark-to-market gains/(losses) from currency and commodity hedging activities, higher intangible asset impairment charges, costs associated with the JDE Peet's transaction, lapping the prior-year gain on a divestiture and lapping the benefit from prior-year pension participation changes, partially offset by the favorable impact from the resolution of tax matters and lower costs for the Simplify to Grow Program. Adjusted Operating Income margin increased from 16.5% in 2019 to 16.6% in 2020. The increase in Adjusted Operating Income margin was driven primarily by higher pricing, lower manufacturing costs reflecting productivity net of incremental COVD-19 costs, and selling, general and administrative cost leverage, mostly offset by higher raw material costs.

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Net Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $3,555 million decreased by $374 million (9.5%) in 2020. Diluted EPS attributable to Mondelēz International was $2.47 in 2020, down $0.22 (8.2%) from 2019. Adjusted EPS was $2.59 in 2020, up $0.13 (5.3%) from 2019. Adjusted EPS on a constant currency basis was $2.62 in 2020, up $0.16 (6.5%) from 2019.


	Diluted EPS

Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2019	$	2.69
Simplify to Grow Program (2)	0.24
Intangible asset impairment charges (2)	0.03
Mark-to-market gains from derivatives (2)	(0.05)



Net earnings from divestitures (2) (3)	(0.05)
Net gain on divestiture (2)	(0.03)


Impact from pension participation changes (2)	(0.02)
Impact from resolution of tax matters (2)	0.05
CEO transition remuneration (2)	0.01
Loss related to interest rate swaps (4)	0.08

Swiss tax reform net impacts (5)	(0.53)

Loss on equity method investment transaction (6)	0.01
Equity method investee items (7)	0.03
Adjusted EPS (1) for the Year Ended December 31, 2019	$	2.46
Increase in operations	0.08
Decrease in equity method investment net earnings	(0.01)

VAT-related settlements	0.01

Impact from acquisitions (2)	0.01
Changes in benefit plan non-service income	0.04


Changes in shares outstanding (8)	0.03
Adjusted EPS (constant currency)(1) for the Year Ended December 31, 2020	$	2.62
Unfavorable currency translation	(0.03)
Adjusted EPS (1) for the Year Ended December 31, 2020	$	2.59
Simplify to Grow Program (2)	(0.20)
Intangible asset impairment charges (2)	(0.08)
Mark-to-market gains from derivatives (2)	0.01

Acquisition-related costs (2)	(0.01)

Net earnings from divestitures (2) (3)	0.02

Costs associated with JDE Peet's transaction (2)	(0.20)
Remeasurement of net monetary position (2)	(0.01)
Impact from pension participation changes (2)	(0.01)
Impact from resolution of tax matters (2)	0.02

Loss related to interest rate swaps (4)	(0.05)
Loss on debt extinguishment (9)	(0.10)


Gain on equity method investment transactions (6)	0.55
Equity method investee items (7)	(0.06)
Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2020	$	2.47

(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. Within earnings per share, taxes related to the JDE Peet's transaction are included in costs associated with the JDE Peet's transaction.

(3)Divestitures include completed sales of businesses, partial or full sales of equity method investments and exits of major product lines upon completion of a sale or licensing agreement. As we record our share of KDP and JDE Peet’s ongoing earnings on a one-quarter lag basis, we reflected the impact of prior-quarter sales of KDP and JDE Peet’s shares within divested results as if the sales occurred at the beginning of all periods presented.

(4)Refer to Note 10, Financial Instruments, for information on interest rate swaps no longer designated as cash flow hedges.

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(5)Refer to Note 16, Income Taxes, for more information on the impacts of Swiss and U.S. tax reform.

(6)Refer to Note 7, Equity Method Investments, for more information on gains and losses on equity method investment transactions.

(7)Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's and KDP equity method investees, such as acquisition and divestiture-related costs and restructuring program costs.

(8)Refer to Note 12, Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 17, Earnings per Share, for earnings per share weighted-average share information.

(9)Refer to Note 9, Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.

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2019 compared with 2018


	For the Years Ended December 31,
	2019		2018		$ change		% change
	(in millions, except per share data)
Net revenues	$	25,868	$	25,938	$	(70)	(0.3)	%
Operating income	3,843		3,312		531		16.0	%
Earnings from continuing operations	3,944		3,331		613		18.4	%
Net earnings attributable to Mondelēz International	3,929		3,317		612		18.5	%
Diluted earnings per share attributable to Mondelēz International	2.69		2.23		0.46		20.6	%

For the Years Ended
December 31,
2019 2018 $ change % change
(in millions, except per share data)
Net revenues $ 25,868
$ 25,938
$ (70 ) (0.3 )%
Operating income 3,843
3,312
531
16.0 %
Earnings from continuing operations 3,885
3,395
490
14.4 %
Net earnings attributable to
Mondelēz International
3,870
3,381
489
14.5 %
Diluted earnings per share attributable to
Mondelēz International
2.65
2.28
0.37
16.2 %

Net Revenues – Net revenues decreased $70 million (0.3%) to $25,868 million in 2019, and Organic Net Revenue⁽¹⁾ increased $1,067 million (4.1%) to $26,879 million. Emerging markets net revenues increased 0.2%, including an unfavorable currency impact, and emerging markets Organic Net Revenue increased 7.7%. The underlying changes in net revenues and Organic Net Revenue are detailed below:



	2019
Change in net revenues (by percentage point)
Total change in net revenues	~~(0.3~~(0.3)	)%
Add back the following items affecting comparability:
Unfavorable currency	4.5	pp
Impact of divestiture	0.3	pp
Impact of acquisitions	~~(0.4~~(0.4)	)pp
Total change in Organic Net Revenue ⁽¹⁾	4.1	%
Higher net pricing	2.2	pp
Favorable volume/mix	1.9	pp


~~(1)~~	(1)Please see the Non-GAAP Financial Measures section at the end of this item. ~~Non-GAAP Financial Measures~~ ~~section at the end of this item.~~

Net revenue decrease of 0.3% was driven by unfavorable currency and the impact of a divestiture, partially offset by our underlying Organic Net Revenue growth of 4.1% and the impact of acquisitions. Unfavorable currency impacts decreased net revenues by $1,154 million, due primarily to the strength of the U.S. dollar relative to most currencies, including the Argentinean peso, euro, Brazilian real, British pound sterling, Australian dollar, Chinese yuan, Indian rupee, Turkish lira and South African rand. The impact of the divestiture of most of our cheese business in the Middle East and Africa on May 28, 2019 resulted in a year-over-year decline in net revenues of $71 million. Our underlying Organic Net Revenue growth was driven by higher net pricing and favorable volume/mix. Net pricing was up, which includes the benefit of carryover pricing from 2018 as well as the effects of input cost-driven pricing actions taken during 2019. Higher net pricing was reflected in Latin America, North America and AMEA as net pricing in Europe was flat. Favorable volume/mix was reflected in Europe and AMEA, partially offset by unfavorable volume/mix in Latin America and North America. The July 16, 2019 acquisition of a majority interest in Perfect Snacks added net revenues of $53 million and the June 7, 2018 acquisition of Tate’s Bake Shop added incremental net revenues of $35 million in 2019. Refer to Note 2, ~~Divestitures~~Acquisitions and ~~Acquisitions~~Divestitures, for more information.

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Operating Income – Operating income increased $531 million (16.0%) to $3,843 million in ~~2019,~~2019. Adjusted Operating Income⁽¹⁾ decreased $38 million (0.9%) to $4,264 million and Adjusted Operating Income on a constant currency basis ⁽¹⁾increased $189 million (4.4%) to $4,491 million due to the following:


	Operating Income		Change
	(in millions)
Operating Income for the Year Ended December 31, 2018	$	3,312
Simplify to Grow Program (2)	626
Intangible asset impairment charges (3)	68
Mark-to-market gains from derivatives (4)	(141)
Acquisition integration costs (5)	3
Acquisition-related costs (6)	13
Divestiture-related costs (6)	(1)
Operating income from divestiture (6)	(19)
Remeasurement of net monetary position (7)	11

Impact from pension participation changes (8)	423
Impact from resolution of tax matters (9)	(15)
CEO transition remuneration (1)	22


Adjusted Operating Income (1) for the Year Ended December 31, 2018	$	4,302
Higher net pricing	576
Higher input costs	(340)
Favorable volume/mix	140
Higher selling, general and administrative expenses	(173)

VAT-related settlement	(32)

Impact from acquisition (6)	6
Other	12
Total change in Adjusted Operating Income (constant currency) (1)	189		4.4	%
Unfavorable currency translation	(227)
Total change in Adjusted Operating Income (1)	(38)		(0.9)	%
Adjusted Operating Income (1) for the Year Ended December 31, 2019	$	4,264
Simplify to Grow Program (2)	(442)
Intangible asset impairment charges (3)	(57)
Mark-to-market gains from derivatives (4)	91

Acquisition-related costs (6)	(3)
Divestiture-related costs (6)	(6)
Operating income from divestiture (6)	9
Net gain on divestiture (6)	44
Remeasurement of net monetary position (7)	4
Impact from pension participation changes (8)	35
Impact from resolution of tax matters (9)	(85)
CEO transition remuneration (1)	(9)
Swiss tax reform impact (10)	(2)

Operating Income for the Year Ended December 31, 2019	$	3,843	16.0	%

(1)Refer to the Non-GAAP Financial Measures section at the end of this item.

(2)Refer to Note 8, Restructuring Program, for more information.

(3)Refer to Note 6, Goodwill and Intangible Assets, for more information on intangible asset impairments.

(5)Refer to our Annual Report on Form 10-K for the year ended December 31, 2018 for more information on the acquisition of a biscuit business in Vietnam.

Operating
Income Change
(in millions)
Operating Income for the Year Ended December 31, 2018 $ 3,312

Simplify to Grow Program ⁽²⁾
626

Intangible asset impairment charges ⁽³⁾
68

Mark-to-market gains from derivatives ⁽⁴⁾
(141 )
Acquisition integration costs ⁽⁵⁾
3

Acquisition-related costs ⁽⁶⁾
13

Divestiture-related costs ⁽⁶⁾
(1 )
Operating income from divestitures ⁽⁶⁾
(19 )
Remeasurement of net monetary position ⁽⁷⁾
11

Impact from pension participation changes ⁽⁸⁾
423

Impact from resolution of tax matters ⁽⁹⁾
(15 )
CEO transition remuneration ⁽¹⁾
22

Adjusted Operating Income ⁽¹⁾ for the Year Ended December 31, 2018
$ 4,302

Higher net pricing 576

Higher input costs (340 )
Favorable volume/mix 140

Higher selling, general and administrative expenses (173 )
VAT-related settlements (32 )
Impact from acquisitions ⁽⁶⁾
6

Other 12

Total change in Adjusted Operating Income (constant currency) ⁽¹⁾
189
4.4 %
Unfavorable currency translation (227 )
Total change in Adjusted Operating Income ⁽¹⁾
(38 ) (0.9 )%
Adjusted Operating Income ⁽¹⁾ for the Year Ended December 31, 2019
$ 4,264

Simplify to Grow Program ⁽²⁾
(442 )
Intangible asset impairment charges ⁽³⁾
(57 )
Mark-to-market gains from derivatives ⁽⁴⁾
91

Acquisition-related costs ⁽⁶⁾
(3 )
Divestiture-related costs ⁽⁶⁾
(6 )
Operating income from divestiture ⁽⁶⁾
9

Net gain on divestiture ⁽⁶⁾
44

Remeasurement of net monetary position ⁽⁷⁾
4

Impact from pension participation changes ⁽⁸⁾
35

Impact from resolution of tax matters ⁽⁹⁾
(85 )
CEO transition remuneration ⁽¹⁾
(9 )
Swiss tax reform impact ⁽¹⁰⁾
(2 )
Operating Income for the Year Ended December 31, 2019 $ 3,843
16.0 %


~~(1)~~	~~Refer to the~~ ~~Non-GAAP Financial Measures~~ ~~section at the end of this item.~~Table of Contents


~~(2)~~	~~Refer to Note 8,~~ ~~Restructuring Program,~~ ~~for more information.~~


~~(3)~~	~~Refer to Note 6,~~ ~~Goodwill and Intangible Assets,~~ ~~for more information on intangible asset impairments.~~


~~(4)~~	~~Refer to Note 10,~~ ~~Financial Instruments, Note 18,~~ ~~Segment Reporting, and~~ ~~Non-GAAP Financial Measures~~ ~~section at the end of this item for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.~~


~~(5)~~	~~Refer to our Annual Report on Form 10-K for the year ended December 31, 2018 for more information on the acquisition of a biscuit business in Vietnam.~~

(6)Refer to Note 2, ~~Divestitures~~Acquisitions and ~~Acquisitions~~Divestitures, for more information on the July 16, 2019 acquisition of a majority interest in Perfect Snacks, the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa and the June 7, 2018 acquisition of Tate's Bake Shop.

~~(7)~~

(7)Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.

(8)Refer to Note 11, Benefit Plans, for more information.

(9)~~Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.~~


~~(8)~~	~~Refer to Note 11,~~ ~~Benefit Plans, for more information.~~


~~(9)~~	Refer to Note 14, Commitments and Contingencies – Tax Matters, for more information.

(10)Refer to Note 16, Income Taxes, for more information on Swiss tax reform.

During 2019, we realized higher net pricing, which was partially offset by increased input costs. Higher net pricing, which included the carryover impact of pricing actions taken in 2018 as well as the effects of input cost-driven pricing actions taken during 2019, was reflected in Latin America, North America and AMEA as net pricing in Europe was flat. The increase in input costs was driven by higher raw material costs, partially offset by lower manufacturing costs due to productivity efforts. Higher raw material costs were in part due to higher currency exchange transaction costs on imported materials, as well as higher packaging, energy, dairy, grains, cocoa and oils costs, partially offset by lower costs for sugar and nuts. Favorable volume/mix was driven by Europe and AMEA, which was partially offset by unfavorable volume/mix in Latin America and North America.

Total selling, general and administrative expenses decreased $339 million from 2018, due to a number of factors noted in the table above, including in part, the lapping of the prior-year impact from pension participation changes, favorable currency impact, the benefit from current-year pension participation changes, favorable change in remeasurement onof net monetary position in Argentina (remeasurement gain in 2019 as compared to a remeasurement loss in 2018), the lapping of a prior-year expense from the resolution of a tax matter, lower CEO transition remuneration and lower acquisition-related costs. These decreases were partially offset by the expenses from the resolution of tax matters in 2019, higher implementation costs incurred for the Simplify to Grow program, the impact of acquisitions, the lapping of a benefit from a prior-year ~~value-added tax (“VAT”) related~~VAT-related settlement, a VAT cost settlement in 2019 and higher divestiture-related costs. Excluding these factors, selling, general and administrative expenses increased $173 million from 2018. The increase was driven primarily by higher overheads reflecting route-to-market investments and higher advertising and consumer promotion costs.

We recorded an expense of $11 million from a VAT-related settlement in Latin America in 2019 and a benefit of $21 million from a VAT-related settlement in Latin America in 2018. Unfavorable currency changes decreased operating income by $227 million due primarily to the strength of the U.S. dollar relative to most currencies, including the euro, Argentinean peso, British pound sterling, Brazilian real, Australian dollar, Chinese yuan and Indian rupee.

Operating income margin increased from 12.8% in 2018 to 14.9% in 2019. The increase in operating income margin was driven primarily by the lapping of the prior-year impact from pension participation changes, lower Simplify to Grow Program costs, a gain on divestiture, the benefit from current-year pension participation changes, the lapping of a prior-year expense from the resolution of a tax matter and lower CEO transition remuneration, partially offset by the expenses from the resolution of tax matters in 2019 and the year-over-year unfavorable change in mark-to-market gains/(losses) from currency and commodity hedging activities. Adjusted Operating Income margin decreased from 16.7% in 2018 to 16.5% in 2019. The decrease in Adjusted Operating Income margin was driven primarily by higher raw material costs, mostly offset by higher pricing and lower manufacturing costs.

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Net Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of ~~$3,870~~$3,929 million increased by ~~$489~~$612 million ~~(14.5%~~(18.5%) in 2019. Diluted EPS attributable to Mondelēz International was ~~$2.65~~$2.69 in 2019, up ~~$0.37 (16.2%~~$0.46 (20.6%) from 2018. Adjusted EPS ⁽¹⁾was ~~$2.47~~$2.46 in 2019, up ~~$0.05 (2.1%~~$0.10 (4.2%) from 2018. Adjusted EPS on a constant currency basis ⁽¹⁾was $2.62 in 2019, up ~~$0.20 (8.3%~~$0.26 (11.0%) from 2018.

Diluted EPS

Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2018 $ 2.28
Simplify to Grow Program ⁽²⁾
0.32
Intangible asset impairment charges ⁽²⁾
0.03
Mark-to-market gains from derivatives ⁽²⁾
(0.09 )
Acquisition integration costs ⁽²⁾
—
Acquisition-related costs ⁽²⁾
0.01
Divestiture-related costs ⁽²⁾
—
Net earnings from divestitures ⁽²⁾
(0.01 )
Remeasurement of net monetary position ⁽²⁾
0.01
Impact from pension participation changes ⁽²⁾
0.22
Impact from resolution of tax matters ⁽²⁾
(0.01 )
CEO transition remuneration ⁽²⁾
0.01
Net gain related to interest rate swaps ⁽³⁾
(0.01 )
Loss on debt extinguishment ⁽⁴⁾
0.07
U.S. tax reform discrete net tax expense ⁽⁵⁾
0.01
Gain on equity method investment transaction ⁽⁶⁾
(0.39 )
Equity method investee acquisition-related and other charges/(benefits) ⁽⁷⁾
(0.03 )
Adjusted EPS ⁽¹⁾ for the Year Ended December 31, 2018
$ 2.42
Increase in operations 0.11
Increase in equity method investment net earnings 0.02
VAT-related settlements (0.01 )
Changes in interest and other expense, net ⁽⁸⁾
0.02
Changes in income taxes ⁽⁹⁾
0.01
Changes in shares outstanding ⁽¹⁰⁾
0.05
Adjusted EPS (constant currency) ⁽¹⁾ for the Year Ended December 31, 2019
$ 2.62
Unfavorable currency translation (0.15 )
Adjusted EPS ⁽¹⁾ for the Year Ended December 31, 2019
$ 2.47
Simplify to Grow Program ⁽²⁾
(0.24 )
Intangible asset impairment charges ⁽²⁾
(0.03 )
Mark-to-market gains from derivatives ⁽²⁾
0.05
Divestiture-related costs ⁽²⁾
(0.01 )
Net earnings from divestiture ⁽²⁾
0.01
Net gain on divestiture ⁽²⁾
0.03
Impact from pension participation changes ⁽²⁾
0.02
Impact from resolution of tax matters ⁽²⁾
(0.05 )
CEO transition remuneration ⁽²⁾
(0.01 )
Loss related to interest rate swaps ⁽³⁾
(0.08 )
Swiss tax reform net impacts ⁽⁵⁾
0.53
U.S. tax reform discrete net tax expense ⁽⁵⁾
—
Net loss on equity method investment transactions ⁽⁶⁾
(0.01 )
Equity method investee acquisition-related and other (charges)/benefits ⁽⁷⁾
(0.03 )
Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2019 $ 2.65


	Diluted EPS

~~(1)~~Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2018	$	2.23
~~Refer~~Simplify to ~~the~~Grow Program ~~Non-GAAP Financial Measures~~(2)	0.32
Intangible asset impairment charges ~~section appearing later in this section.~~(2)	0.03

Mark-to-market gains from derivatives (2)	(0.09)

~~(2)~~	~~See the~~Acquisition-related costs ~~Operating Income~~ ~~table above and the related footnotes for more information.~~(2)	0.01


~~(3)~~			~~Refer to Note 10,~~Net earnings from divestitures ~~Financial Instruments, for information on interest rate swaps no longer designated as cash flow hedges.~~(2) (3)	(0.04)


~~(4)~~ Remeasurement of net monetary position (2)			0.01
~~Refer to Note 9,~~Impact from pension participation changes ~~Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.~~(2)			0.22

Impact from resolution of tax matters (2)			(0.01)
CEO transition remuneration (2)			0.01

~~(5)~~ Gain related to interest rate swaps (4)			(0.01)
~~Refer to Note 16,~~Loss on debt extinguishment ~~Income Taxes, for more information on the impacts of U.S. and Swiss tax reform.~~(5)			0.07

U.S. tax reform discrete net tax expense (6)	0.01
Gain on equity method investment transaction (7)	(0.39)
Equity method investee items (8)	(0.01)
Adjusted EPS (1) for the Year Ended December 31, 2018	$	2.36
Increase in operations	0.11
Increase in equity method investment net earnings	0.08

~~(6)~~VAT-related settlements	(0.01)



~~Refer~~Changes in interest and other expense, net (9)	0.02
Changes in income taxes (10)	0.01
Changes in shares outstanding (11)	0.05
Adjusted EPS (constant currency)(1) for the Year Ended December 31, 2019	$	2.62
Unfavorable currency translation	(0.16)
Adjusted EPS (1) for the Year Ended December 31, 2019	$	2.46
Simplify to ~~Note 7,~~Grow Program ~~Equity Method Investments,~~(2)	(0.24)
Intangible asset impairment charges ~~for more information~~(2)	(0.03)
Mark-to-market gains from derivatives (2)	0.05



Net earnings from divestitures (2) (3)	0.05
Net gain on ~~the gain and~~divestiture (2)	0.03

Impact from pension participation changes (2)	0.02
Impact from resolution of tax matters (2)	(0.05)
CEO transition remuneration (2)	(0.01)
Loss related to interest rate swaps (4)	(0.08)

Swiss tax reform net ~~loss~~impacts (6)	0.53

Loss on equity method investment ~~transactions.~~transactions (7)

(0.01)
~~(7)~~ Equity method investee items (8)			Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, restructuring program costs and discrete U.S. tax reform impacts recorded by our JDE and Keurig equity method investees.

(0.03)
~~(8)~~Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2019			~~Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation.~~$

2.69
~~(9)~~	~~Refer to Note 16,~~ ~~Income Taxes, for more information on the items affecting income taxes.~~

For the Years Ended December 31,
2019 2018 2017
(in millions)
Earnings before income taxes:
Operating income:
Latin America $ 341
$ 410
$ 564
AMEA 691
702
514
Europe 1,732
1,734
1,610
North America 1,451
849
1,144
Unrealized gains/(losses) on hedging activities
(mark-to-market impacts)
91
141
(96 )
General corporate expenses (330 ) (335 ) (282 )
Amortization of intangibles (174 ) (176 ) (178 )
Net gains on divestitures 44
—
186
Acquisition-related costs (3 ) (13 ) —
Operating income 3,843
3,312
3,462
Benefit plan non-service income 60
50
44
Interest and other expense, net (456 ) (520 ) (382 )
Earnings before income taxes $ 3,447
$ 2,842
$ 3,124

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Latin America


	For the Years Ended December 31,
	2020		2019		$ change		% change
	(in millions)
Net revenues	$	2,477	$	3,018	$	(541)	(17.9)	%
Segment operating income	189		341		(152)		(44.6)	%
	For the Years Ended December 31,
	2019		2018		$ change		% change
	(in millions)
Net revenues	$	3,018	$	3,202	$	(184)	(5.7)	%
Segment operating income	341		410		(69)		(16.8)	%

For the Years Ended
December 31,
2019 2018 $ change % change
(in millions)
Net revenues $ 3,018
$ 3,202
$ (184 ) (5.7 )%
Segment operating income 341
410
(69 ) (16.8 )%
For the Years Ended
December 31,
2018 2017 $ change % change
(in millions)
Net revenues $ 3,202
$ 3,566
$ (364 ) (10.2 )%
Segment operating income 410
564
(154 ) (27.3 )%

2020 compared with 2019:

Net revenues decreased $541 million (17.9%), due to unfavorable currency (18.1 pp) and unfavorable volume/mix (7.5 pp), partially offset by higher net pricing (7.7 pp). Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to most currencies in the region including the Brazilian real, Argentinean peso and Mexican peso. Unfavorable volume/mix was due to the negative volume impact from the COVID-19 outbreak as well as the impact of pricing-related elasticity. Unfavorable volume/mix was driven by declines in gum and candy, partially offset by gains in cheese & grocery, chocolate, refreshment beverages and biscuits. Higher net pricing was reflected across all categories, driven primarily by Argentina, Brazil and Mexico.

Segment operating income decreased $152 million (44.6%), primarily due to higher raw material costs, unfavorable volume/mix, unfavorable currency, higher other selling, general and administrative expenses (net of lapping the expense of VAT-related settlements in 2019) and an unfavorable change in remeasurement of net monetary position in Argentina (remeasurement loss in 2020 as compared to a remeasurement gain in 2019). These unfavorable items were partially offset by higher net pricing, lower manufacturing costs (net of incremental COVID-19 related costs), lower costs incurred for the Simplify to Grow Program and higher benefits from the resolution of a tax matters.

2019 compared with 2018:

Net revenues decreased $184 million (5.7%), due to unfavorable currency (13.5 pp) and unfavorable volume/mix (2.1 pp), partially offset by higher net pricing (9.9 pp). Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to most currencies in the region including the Argentinean peso and Brazilian real. Unfavorable volume/mix was due to the impact of pricing-related elasticity, and was driven by declines in refreshment beverages, candy, cheese & grocery and chocolate, partially offset by gains in biscuits and gum. Higher net pricing was reflected across all categories, driven primarily by Argentina, Brazil and Mexico.

Segment operating income decreased $69 million (16.8%), primarily due to higher raw material costs, unfavorable currency, unfavorable volume/mix, the lapping of the 2018 benefit from the resolution of a Brazilian indirect tax matter of $26 million, higher manufacturing costs and higher other selling, general and administrative expenses (including lapping the benefit from a VAT-related settlement in 2018 and the expense of a VAT-related settlement in 2019). These unfavorable items were partially offset by higher net pricing, lower costs incurred for the Simplify to Grow Program, favorable change in remeasurement onof net monetary position in Argentina (remeasurement gain in 2019 as compared to a remeasurement loss in 2018) and lower advertising and consumer promotion costs.

~~2018~~

Table of Contents

AMEA


	For the Years Ended December 31,
	2020		2019		$ change		% change
	(in millions)
Net revenues	$	5,740	$	5,770	$	(30)	(0.5)	%
Segment operating income	821		691		130		18.8	%
	For the Years Ended December 31,
	2019		2018		$ change		% change
	(in millions)
Net revenues	$	5,770	$	5,729	$	41	0.7	%
Segment operating income	691		702		(11)		(1.6)	%

2020 compared with ~~2017:~~2019:

Net revenues decreased ~~$364~~$30 million ~~(10.2%~~(0.5%), due to unfavorable currency ~~(13.8~~(1.3 pp), the impact of a divestiture (0.9 pp) and unfavorable volume/mix ~~(2.6~~(0.6 pp), partially offset by higher net pricing ~~(6.2~~(2.3 pp). Unfavorable currency impacts were due ~~primarily~~ to the strength of the U.S. dollar relative to ~~most~~several currencies in the region, including the ~~Argentinean~~Indian rupee, South African rand, Australian dollar and Pakistan rupee, partially offset by the strength of several currencies relative to the U.S. dollar, including the Philippine peso, ~~Brazilian real~~Egyptian pound, Japanese yen and ~~Mexican peso.~~Chinese yuan. The May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa resulted in a year-over-year decline in net revenues of $55 million. Unfavorable volume/mix was due ~~primarily~~ to ~~the impact of pricing-related elasticity,~~unfavorable product mix as ~~well as in part due to~~overall higher volume was tempered by the negative volume impact ~~of the Brazil trucking strike that occurred in the second quarter.~~from COVID-19 related lockdowns impacting our traditional trade markets. Unfavorable volume/mix was driven by declines in ~~all categories except biscuits.~~gum, chocolate, candy and refreshment beverages, partially offset by gains in biscuits and cheese & grocery. Higher net pricing was ~~reflected across all categories,~~ driven ~~primarily~~ by ~~Argentina, Mexico~~chocolate, biscuits, refreshment beverages and ~~Brazil.~~cheese & grocery, partially offset by lower net pricing in candy and gum.

Segment operating income ~~decreased $154~~increased $130 million ~~(27.3%~~(18.8%), primarily due to higher net pricing, lapping ~~last year's benefit~~prior-year expenses from the resolution of ~~a Brazilian indirect~~ tax ~~matter~~matters in India totaling $87 million, lower manufacturing costs (net of ~~$153 million, higher raw material costs, unfavorable currency, higher~~incremental COVID-19 related costs), lower other selling, general and administrative expenses, ~~(net of the benefit from a VAT-related settlement in 2018), unfavorable volume/mix~~lower intangible asset impairment charges and a loss from the remeasurement of the net monetary position in Argentina. These unfavorable items were partially offset by higher net pricing, lower manufacturing costs, the 2018 benefit from the resolution of a Brazilian tax matter of $26 million, lower advertising and consumer promotion costs, lower costs incurred for the Simplify to Grow ~~Program~~Program. These favorable items were partially offset by higher raw material costs, unfavorable volume/mix, unfavorable currency and the ~~lapping~~impact of the ~~2017 intangible asset impairment charges.~~prior-year divestiture.

~~AMEA~~

For the Years Ended
December 31,
2019 2018 $ change % change
(in millions)
Net revenues $ 5,770
$ 5,729
$ 41
0.7 %
Segment operating income 691
702
(11 ) (1.6 )%
For the Years Ended
December 31,
2018 2017 $ change % change
(in millions)
Net revenues $ 5,729
$ 5,739
$ (10 ) (0.2 )%
Segment operating income 702
514
188
36.6 %

2019 compared with 2018:

Net revenues increased $41 million (0.7%), due to favorable volume/mix (3.6 pp) and higher net pricing (1.7 pp), mostly offset by unfavorable currency (3.3 pp) and the impact of a divestiture (1.3 pp). Favorable volume/mix was driven by gains across all categories except refreshment beverages and candy. Higher net pricing was reflected across all categories. Unfavorable currency impacts were due to the strength of the U.S. dollar relative to several currencies in the region, including the Australian dollar, Chinese yuan, Indian rupee and South African rand. The divestiture of most of our cheese business in the Middle East and Africa on May 28, 2019, resulted in a year-over-year decline in net revenues of $71 million.

Segment operating income decreased $11 million (1.6%), primarily due to higher raw material costs, expenses from the resolution of tax matters in India totaling $87 million, higher advertising and consumer promotion costs, unfavorable currency, higher other selling, general and administrative expenses, the impact of the divestiture and higher intangible asset impairment charges. These unfavorable items were partially offset by lower manufacturing costs, higher net pricing, lower costs incurred for the Simplify to Grow Program and favorable volume/mix.

Table of Contents

~~2018~~Europe


	For the Years Ended December 31,
	2020		2019		$ change		% change
	(in millions)
Net revenues	$	10,207	$	9,972	$	235	2.4	%
Segment operating income	1,775		1,732		43		2.5	%
	For the Years Ended December 31,
	2019		2018		$ change		% change
	(in millions)
Net revenues	$	9,972	$	10,122	$	(150)	(1.5)	%
Segment operating income	1,732		1,734		(2)		(0.1)	%

2020 compared with ~~2017:~~2019:

Net revenues ~~decreased $10~~increased $235 million ~~(0.2%~~(2.4%), due to ~~the impact of divestitures (2.6~~favorable volume/mix (2.8 pp), partially offset by lower net pricing (0.3 pp) and unfavorable currency ~~(1.3~~(0.1 pp),. Favorable volume/mix due to overall higher volume was tempered by the net impact from the COVID-19 outbreak, as overall increased food purchases for in-home consumption were partially offset by ~~favorable~~a negative volume impact on our world travel retail and foodservice businesses due to lockdowns and other restrictions. Favorable volume/mix ~~(2.2 pp)~~was driven by gains in chocolate, cheese & grocery, biscuits and refreshment beverages, partially offset by declines in candy and gum. Lower net pricing was driven by biscuits and chocolate, partially offset by higher net pricing ~~(1.5 pp). The impact of divestitures related to most of our~~in cheese ~~business in the Middle East~~& grocery, candy, gum and Africa on May 28, 2019, the grocery & cheese business in Australia and New Zealand that was divested on July 4, 2017 and the confectionery business in Japan that was divested on December 28, 2017, and resulted in a year-over-year decline in net revenues of $139 million for 2018.refreshment beverages. Unfavorable currency impacts ~~were due primarily to~~reflected the strength of the U.S. dollar relative to several currencies in the region, including the ~~Indian rupee, Australian dollar~~Russian ruble, Turkish lira, Norwegian krone and ~~Philippine peso, partially~~Ukrainian hryvnya mostly offset by the strength of several currencies in the region relative to the U.S. dollar, ~~including~~primarily the ~~Chinese yuan~~euro, British pound sterling, Swedish krona and Japanese yen. Favorable volume/mix was driven by gains in chocolate and biscuits, including the shift of volume into the first quarter of 2018 due to the timing of Chinese New Year, partially offset by declines in refreshment beverages, cheese & grocery, gum and candy. Higher net pricing was reflected across all categories except gum and candy.Swiss franc.

Segment operating income increased ~~$188~~$43 million ~~(36.6%~~(2.5%), primarily due to ~~higher net pricing,~~favorable volume/mix, lower costs incurred for the Simplify to Grow Program ~~lower manufacturing costs, lower intangible asset impairment charges,~~and lower advertising and consumer promotion ~~costs and favorable volume/mix.~~costs. These favorable items were partially offset by higher raw material costs, ~~the impact of divestitures, unfavorable currency and~~lower net pricing, higher intangible asset impairment charges, higher other selling, general and administrative expenses ~~(net of prior-year property insurance recovery).~~and unfavorable currency.

~~Europe~~

For the Years Ended
December 31,
2019 2018 $ change % change
(in millions)
Net revenues $ 9,972
$ 10,122
$ (150 ) (1.5 )%
Segment operating income 1,732
1,734
(2 ) (0.1 )%
For the Years Ended
December 31,
2018 2017 $ change % change
(in millions)
Net revenues $ 10,122
$ 9,794
$ 328
3.3 %
Segment operating income 1,734
1,610
124
7.7 %

2019 compared with 2018:

Net revenues decreased $150 million (1.5%), due to unfavorable currency (5.2 pp), partially offset by favorable volume/mix (3.7 pp), as net pricing was flat. Unfavorable currency impacts reflected the strength of the U.S. dollar relative to most currencies in the region, primarily the euro, British pound sterling, Turkish lira and Swedish krona. Favorable volume/mix was driven by gains across all categories except gum. Net pricing was flat as higher net pricing in gum and candy was offset by lower net pricing in all other categories.

Segment operating income decreased $2 million (0.1%), primarily due to unfavorable currency, higher raw material costs and higher advertising and consumer promotion costs. These unfavorable items were mostly offset by favorable volume/mix, lower manufacturing costs and lower intangible asset impairment charges.

Table of Contents

~~2018~~North America


	For the Years Ended December 31,
	2020		2019		$ change		% change
	(in millions)
Net revenues	$	8,157	$	7,108	$	1,049	14.8	%
Segment operating income	1,587		1,451		136		9.4	%
	For the Years Ended December 31,
	2019		2018		$ change		% change
	(in millions)
Net revenues	$	7,108	$	6,885	$	223	3.2	%
Segment operating income	1,451		849		602		70.9	%

2020 compared with ~~2017:~~2019:

Net revenues increased ~~$328~~$1,049 million ~~(3.3%~~(14.8%), due to favorable volume/mix ~~(3.1~~(6.3 pp), the impact of acquisitions (6.3 pp) and ~~favorable currency~~higher net pricing (2.3 pp), partially offset by ~~the impact of divestitures (1.5 pp) and lower net pricing (0.6~~unfavorable currency (0.1 pp). Favorable volume/mix, in part due to the positive volume impact from COVID-19 as consumers increased their food purchases for in-home consumption, was driven by gains in biscuits, partially offset by declines in gum, chocolate and candy. The April 1, 2020 acquisition of Give & Go added incremental net revenues of $390 million and the July 16, 2019 acquisition of a majority interest in Perfect Snacks added net revenues of $55 million in 2020. Higher net pricing was driven by biscuits, chocolate and candy, partially offset by ~~declines~~lower net pricing in ~~cheese & grocery, gum and refreshment beverages. Favorable~~gum. Unfavorable currency ~~impacts reflected the strength of several currencies relative~~impact was due to ~~the U.S. dollar, primarily the euro, British pound sterling, Polish zloty and Czech koruna, partially offset by~~ the strength of the U.S. dollar relative to ~~several currencies, primarily~~ the Russian ruble and Turkish lira. The impact of divestitures, due to the sale of a confectionery business in France and the termination of certain Kraft Heinz Company-owned grocery brand licenses, resulted in a year-over-year decline in net revenues of $137 million for 2018. Lower net pricing was driven by chocolate and biscuits, partially offset by higher net pricing in cheese & grocery, candy and gum.Canadian dollar.

Segment operating income increased ~~$124~~$136 million ~~(7.7%~~(9.4%), primarily due to favorable volume/mix, ~~lower manufacturing costs, lower costs incurred for the Simplify to Grow Program, favorable currency, lower raw material costs, lower divestiture-related costs~~higher net pricing and the ~~lapping~~impact of ~~prior-year malware incident incremental costs.~~acquisitions. These favorable items were partially offset by higher advertising and consumer promotion costs, intangible asset impairment charges, higher other selling, general and administrative expenses ~~lower net pricing,~~(including incremental COVID-19 related costs), higher raw material costs, lapping the ~~prior-year~~ benefit from prior-year pension participation changes and higher costs incurred for the ~~settlement of a Cadbury tax matter, higher intangible asset impairment charges and the impact from divestitures.~~Simplify to Grow Program.

~~North America~~

For the Years Ended
December 31,
2019 2018 $ change % change
(in millions)
Net revenues $ 7,108
$ 6,885
$ 223
3.2 %
Segment operating income 1,451
849
602
70.9 %
For the Years Ended
December 31,
2018 2017 $ change % change
(in millions)
Net revenues $ 6,885
$ 6,797
$ 88
1.3 %
Segment operating income 849
1,144
(295 ) (25.8 )%

2019 compared with 2018:

Net revenues increased $223 million (3.2%), due to higher net pricing (2.3 pp) and the impact of acquisitions (1.3 pp), partially offset by unfavorable currency (0.3 pp) and unfavorable volume/mix (0.1 pp). Higher net pricing was reflected across all categories except chocolate. The July 16, 2019 acquisition of a majority interest in Perfect Snacks added net revenues of $53 million and the June 7, 2018 acquisition of Tate’s Bake Shop added incremental net revenues of $35 million in 2019. Unfavorable currency impact was due to the strength of the U.S. dollar relative to the Canadian dollar. Unfavorable volume/mix was driven by declines in gum, chocolate and candy, mostly offset by favorable volume/mix in biscuits.

Segment operating income increased $602 million (70.9%), primarily due to lapping prior-year pension participation changes, higher net pricing, lower manufacturing costs, lower costs incurred for the Simplify to Grow Program, benefit from current-year pension participation changes, lapping prior-year intangible asset impairment charges and the impact from the acquisitions of Perfect Snacks and Tate's Bake Shop. These favorable items were partially offset by higher raw material costs, higher other selling, general and administrative expenses and unfavorable volume/mix.

~~2018 compared with 2017:~~

~~Net revenues increased $88 million (1.3%), due to higher net pricing (1.1 pp) and the impact~~

Table of an acquisition (0.8 pp), partially offset by unfavorable volume/mix (0.5 pp) and unfavorable currency (0.1 pp). Higher net pricing was reflected in biscuits and gum, partially offset by lower net pricing in chocolate and candy. The June 7, 2018 acquisition of a U.S. premium biscuit company, Tate’s Bake Shop, added net revenues of $52 million in 2018. Unfavorable volume/mix, which was net of the benefit from lapping last year's negative impact from the 2017 malware incident, reflected declines in gum and chocolate, partially offset by gains in biscuits and candy. Unfavorable currency impact was due to the strength of the U.S. dollar relative to the Canadian dollar.Contents

Segment operating income decreased $295 million (25.8%), primarily due to the impact from pension participation changes, higher manufacturing costs, unfavorable volume/mix, higher raw material costs and higher other selling, general and administrative expenses. These unfavorable items were partially offset by lower advertising and consumer promotion costs, higher net pricing, the lapping of prior-year malware incident incremental costs, lower costs incurred for the Simplify to Grow Program, lower intangible asset impairment charges and the impact from the acquisition of Tate's Bake Shop.

Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported 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 accounting policies we used to prepare our consolidated financial statements. We have discussed the selection and disclosure of our critical accounting policies and estimates with our Audit Committee. The following is a review of our most significant assumptions and estimates.

Goodwill and ~~Non-Amortizable~~Indefinite-Life Intangible Assets:

We test goodwill and ~~non-amortizable~~indefinite-life intangible assets for impairment on an annual basis on July 1. We assess goodwill impairment risk throughout the year by performing a qualitative review of entity-specific, industry, market and general economic factors affecting our goodwill reporting units. We review our operating segment and reporting unit structure for goodwill testing annually or as significant changes in the organization occur. Annually, we may perform qualitative testing, or depending on factors such as prior-year test results, current year developments, current risk evaluations and other practical considerations, we may elect to do quantitative testing instead. In our quantitative testing, we compare a reporting unit’s estimated fair value with its carrying value. We estimate a reporting unit’s fair value using a discounted cash flow method which incorporates planned growth rates, market-based discount rates and estimates of residual value. This year, for our Europe and North America reporting units, we used a market-based, weighted-average cost of capital of ~~5.9%~~6.1% to discount the projected cash flows of those operations. For our Latin America and AMEA reporting units, we used a risk-rated discount rate of ~~8.9%~~9.1%. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans and industry and economic conditions based on available information. Given the uncertainty of the global economic environment and ~~our actual results and conditions may differ over time.~~the impact of COVID-19, those estimates could be significantly different than future performance. If the carrying value of a reporting unit’s net assets exceeds its fair value, we would recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit fair value.

In 2020, 2019 ~~2018~~ and ~~2017,~~2018, there were no impairments of goodwill. In connection with our ~~2019~~2020 annual impairment testing, each of our reporting units had sufficient fair value in excess of carrying value. While all reporting units passed our annual impairment testing, if planned business performance expectations are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then the estimated fair values of a reporting unit or reporting units might decline and lead to a goodwill impairment in the future.

Annually, we assess ~~non-amortizable~~indefinite-life intangible assets for impairment by performing a qualitative review and assessing events and circumstances that could affect the fair value or carrying value of ~~the indefinite-lived intangible~~these assets. If significant potential impairment risk exists for a specific asset, we quantitatively test it for impairment by comparing its estimated fair value with its carrying value. We determine estimated fair value using planned growth rates, market-based discount rates and estimates of royalty rates. If the carrying value of the asset exceeds its estimated fair value, the asset is impaired and its carrying value is reduced to the estimated fair value.

During ~~our 2019 annual testing of non-amortizable intangible assets,~~2020, we recorded ~~$57~~$144 million of intangible asset impairment charges ~~in the third quarter of 2019~~ related to ~~nine~~eight brands. ~~The impairments arose due to lower than expected brand earnings growth.~~ We recorded charges related to gum, chocolate, biscuits and candy brands of ~~$39~~$83 million in North America, $53 million in Europe, ~~$15~~$5 million in AMEA and $3 million in Latin America. The impairment charges were calculated as the excess of the carrying value over the estimated fair value of the intangible assets on a global basis and were recorded within asset impairment and exit costs. We use several accepted valuation methods, including relief of royalty, excess earnings and excess margin, that utilize estimates of future sales, earnings growth rates, royalty rates and discount rates in determining a brand's global fair value. We also identified ~~fourteen~~nine brands, including the ~~nine~~eight impaired brands, with ~~$635~~$753 million of aggregate book value as of December 31, ~~2019~~2020 that each had a fair value in excess of book value of 10% or less. We ~~believe~~continue to monitor our ~~current plans for each~~brand performance, particularly in light of ~~these brands will allow them~~the significant uncertainty due to ~~not be impaired, but if~~the COVID-19 pandemic and related impacts to our business. If the brand earnings expectations are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then a brand or brands could become impaired in the future. In 2019, we recorded charges related to gum, chocolate, biscuits and candy brands of $39 million in Europe, $15 million in AMEA and $3 million in Latin America. In 2018, we recorded charges related to gum, chocolate, biscuits and candy brands of $45 million in Europe, $14 million in North America and $9 million in AMEA. ~~In 2017, we recorded charges related to candy and gum brands of $52 million in AMEA, $11 million in Europe, $5 million in Latin America and $2 million in North America.~~

Refer to Note 6, Goodwill and Intangible Assets, for additional information.

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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 not limited to, new product introduction fees, discounts, coupons, rebates and volume-based incentives as well as cooperative advertising, in-store displays and consumer marketing promotions. Trade and sales incentives are recorded as a reduction to revenues based on amounts estimated due to customers and consumers at the end of a period. We base these estimates principally on historical utilization and redemption rates. For interim reporting purposes, advertising and consumer promotion expenses are charged to operations as a percentage of volume, based on estimated sales volume and estimated program spending. We do not defer costs on our year-end consolidated balance sheet and all marketing and 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 for discount rates; expected returns on plan assets; expected compensation increases; employee-related factors such as turnover, retirement age and mortality; and health care cost trends. We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. Our assumptions also reflect our historical experiences and management’s best judgment regarding future 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 plan changes, such as increasing or decreasing benefits for prior employee service (prior service cost), is deferred and included in expense on a straight-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 and expenses. For plans that have assets held in trust, the expected return on plan assets assumption affects our pension plan expenses. The assumptions for discount rates and expected rates of return and our process for setting these assumptions are described in Note 11, Benefit Plans, to the consolidated financial statements.

While we do not anticipate further changes in the 2020 assumptions for our U.S. and non-U.S. pension and postretirement health care plans, as a sensitivity 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, 2020
	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	$	(2)	$	2	$	(35)	$	68
Effect of change in expected rate of return on plan assets on pension costs	(8)		8		(54)		54
Effect of change in discount rate on postretirement health care costs	(3)		3		—		—

As of December 31, 2019
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
$ (14 ) $ 15
$ (30 ) $ 62
Effect of change in expected rate of return on
   plan assets on pension costs
(8 ) 8
(48 ) 48
Effect of change in discount rate on
   postretirement health care costs
(3 ) 3
—
—

In accordance with obligations we have under collective bargaining agreements, we participate in multiemployer pension plans. In 2017, the only individually significant multiemployer plan we contributed to was the Bakery and Confectionery Union and Industry International Pension Fund. Our obligation to contribute to the Fund arose with respect to 8 collective bargaining agreements covering most of our employees represented by the ~~BCTGM.~~Bakery, Confectionery, Tobacco and Grain Millers Union. All of those collective bargaining agreements expired in 2016. In 2018, we executed a complete withdrawal from the Fund and recorded a $429 million estimated withdrawal liability. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years and we recorded a $35 million final adjustment to reduce our

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withdrawal liability as of June 30, 2019. We

began making monthly payments during the third quarter of 2019. As of December 31, ~~2019,~~2020, the remaining discounted withdrawal liability was ~~$391~~$375 million.

See additional information on our employee benefit plans in Note 11, Benefit Plans.

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 taxes includes the amounts payable or refundable for the current year, the effect of deferred taxes and impacts from uncertain tax positions. Our provision for income taxes is significantly affected by shifts in the geographic mix of our pre-tax earnings across tax jurisdictions, changes in tax laws 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 financial statement and tax bases of our assets and liabilities and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured 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 tax benefits 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 taxing authorities based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon resolution. We evaluate uncertain tax positions on an ongoing basis and adjust the amount recognized in light of changing facts and circumstances, such as the progress of a tax audit or expiration of a statute of limitations. We believe the estimates and 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 materially different from estimates reflected on our consolidated balance sheet and historical income tax provisions. The outcome of these final determinations could have a material effect on our provision for income taxes, net earnings or cash flows in the period in which the determination is made.

~~As a result of Swiss and U.S. tax reform and the related SEC guidance, we finalized our accounting for the legislation based on guidance issued prior to 2019 year end.~~ See Note 16, Income Taxes, for further discussion of the ~~amounts recorded related to~~impacts from Swiss and U.S. tax reform in our financial statements, as well as additional information on our effective tax rate, current and deferred taxes, valuation allowances and unrecognized tax benefits.

Contingencies:

See Note 14, 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.

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Liquidity and Capital Resources

We believe that cash from operations, our revolving credit facilities, short-term borrowings and our authorized long-term financing will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures and future payments of our ~~U.S.~~contractual, tax ~~reform transition tax liability, contractual~~ and benefit plan obligations and payments for acquisitions, share repurchases and quarterly dividends. In light of the current uncertainty in the global markets related to the COVID-19 pandemic, however, an economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets could also impair our banking and other business partners, on whom we rely for access to capital and as counterparties for a number of our derivative contracts. Any of these and other developments could materially harm our access to capital or financial condition. As a precautionary measure and to preserve financial flexibility, we temporarily increased our credit facility borrowing capacity in 2020. In the third quarter of 2020, we completed the retirement of this incremental short-term borrowing capacity and have returned our credit facility available capacity to pre-COVID-19 levels. Refer to Note 9, Debt and Borrowing Arrangements, for additional details. In connection with COVID-19 and various legislatively authorized tax payment deferral mechanisms available for income tax, indirect tax (such as value-added tax) and payroll tax in a number of jurisdictions, we were able to defer certain of these tax payments, which provided a cash benefit that reverses when the payments come due. Some of these payments were made in the fourth quarter of 2020; the remainder will come due in 2021 and 2022. The benefits associated with the deferral of these payments were not material. We expect to continue to utilize our commercial paper program and international credit lines as needed, and we secured and continue to evaluate long-term debt issuances ~~for~~to meet our short- and longer-term funding requirements. We also use intercompany loans with our international subsidiaries to improve financial flexibility. Overall, we do not expect any negative effects to our funding sources that would have a material effect on our ~~liquidity.~~liquidity; however, if a serious economic or credit market crisis ensues, it could have a material adverse effect on our liquidity, results of operations and financial condition.

Net Cash Provided by Operating Activities:

Operating activities provided net cash of $3,964 million in 2020, $3,965 million in 2019 and $3,948 million in ~~2018~~2018. Net cash provided by operating activities was largely flat in 2020 relative to 2019 as higher cash tax payments in 2020 (primarily related to sales of KDP and ~~$2,593 million~~JDE Peet's shares and the resolution of several indirect tax matters under a tax amnesty program in ~~2017.~~India) and the payment of costs associated with the JDE Peet's transaction in 2020 were largely offset by working capital improvements. The increase in net cash provided by operating activities in 2019 relative to 2018 was due primarily to higher earnings, increased distributions from equity method investments and lower pension contributions, partially offset by increased working capital requirements including higher tax payments. ~~Cash flows from operating activities were higher in 2018 than 2017 primarily due to higher cash flow from working capital, higher net earnings as well as lower pension contributions.~~

Net Cash Provided by/Used in Investing Activities:

Net cash provided by investing activities was $500 million in 2020, compared to net cash used in investing activities ~~was~~of $960 million in 2019 and $1,224 million in ~~2018~~2018. The increase in net cash provided by investing activities in 2020 relative to 2019 was primarily due to cash received from the sale of shares in the JDE Peet's and ~~$301 million~~KDP offerings and lower capital expenditures, partially offset by cash paid to acquire a majority interest in ~~2017.~~Give & Go. The decrease in net cash used in investing activities in 2019 relative to 2018 was primarily due to less cash expended for acquisitions in 2019 than in 2018, lower capital expenditures and the 2019 cash proceeds from the divestiture of primarily our cheese business in the Middle East and Africa, partially offset by lower cash received as a result of the settlement and replacement of several net investment hedge derivative contracts and cash paid to settle our forward-starting interest rate swaps. The increase in net cash used in investing activities in 2018 relative to 2017 was primarily due to cash received in 2017 from proceeds from divestitures, cash expenditures in 2018 for an acquisition and higher capital expenditures in 2018, partially offset by cash received as a result of the settlement and replacement of several net investment hedge derivative contracts.

Capital expenditures were $863 million in 2020, $925 million in 2019 and $1,095 million in ~~2018 and $1,014 million in 2017.~~2018. We continue to make capital expenditures primarily to modernize manufacturing facilities and support new product and productivity initiatives. We expect ~~2020~~2021 capital expenditures to be up to ~~$0.9~~$1.0 billion, including capital expenditures in connection with our Simplify to Grow Program. We expect to continue to fund these expenditures with cash from operations.

Net Cash Used in Financing Activities:

Net cash used in financing activities was $2,215 million in 2020, $2,787 million in 2019 and $2,329 million in ~~2018~~2018. The decrease in net cash used in financing activities in 2020 relative to 2019 was primarily due to higher net debt issuances and ~~$3,361 million~~lower share repurchases, partially offset by higher dividends paid and lower proceeds from stock option exercises in ~~2017.~~2020. The increase in net cash used in financing activities in 2019 relative to 2018 was primarily due to lower net debt issuances and higher dividends paid in 2019, partially offset by lower share repurchases. ~~The decrease in net cash used in financing activities in 2018 relative to 2017 was primarily due to higher net debt issuances and lower share repurchases partially offset by higher dividends paid.~~

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Debt:

From time to time we refinance long-term and short-term debt. Refer to Note 9, Debt and Borrowing Arrangements, for details of our recent tender offers, debt issuances and maturities. The nature and amount of our long-term and short-term debt and the proportionate amount of each varies as a result of current and expected business requirements, market conditions and other factors. Due to seasonality, in the first and second quarters of the year, our working capital requirements grow, increasing the need for short-term financing. The second half of the year typically generates higher cash flows. As such, we may issue commercial paper or secure other forms of financing throughout the year to meet short-term working capital or other financing needs.

One of our subsidiaries, Mondelez International Holdings Netherlands B.V. (“MIHN”), has outstanding debt. Refer to Note 9, Debt and Borrowing Arrangements. The operations held by MIHN generated approximately ~~73.0%~~71.8% (or ~~$18.9~~$19.1 billion) of the ~~$25.9~~$26.6 billion of consolidated net revenue during fiscal year ~~2019~~2020 and represented approximately ~~87.2%~~76.2% (or ~~$23.9~~$21.1 billion) of the ~~$27.4~~$27.7 billion of net assets as of December 31, ~~2019.~~2020.

~~On February 7, 2019,~~During December 2020, our Board of Directors approved a new ~~$5.0~~$6.0 billion long-term financing authority to replace the prior ~~$5.0~~$8.0 billion authority. As of December 31, ~~2019,~~2020, we had ~~$1.8~~$6.0 billion of long-term financing authority remaining.

In January 2021, we repaid approximately $0.8 billion of maturing debt. In the next 12 months, we expect to repay approximately $1.8 billion of maturing long-term debt including: $1.5 billion ~~of long-term debt will mature as follows: $427 million in February 2020, $233 million in March 2020, $750 million in May 2020 and $140 million~~ in October ~~2020.~~2021 and $0.3 billion in December 2021. We expect to fund these repayments with ~~a combination of~~ cash ~~from operations,~~on hand, as well as short-term ~~debt, including issuance of commercial paper~~ and long-term debt.

Our total debt was ~~$18.4~~$20.0 billion at December 31, ~~2019~~2020 and $18.4 billion at December 31, ~~2018.~~2019. Our debt-to-capitalization ratio was 0.42 at December 31, 2020 and 0.40 at December 31, ~~2019 and 0.42 at December 31, 2018.~~2019. At December 31, ~~2019,~~2020, the weighted-average term of our outstanding long-term debt was ~~5.8~~7.4 years. Our average daily commercial borrowings were $2.3 billion in 2020, $4.1 billion in 2019 and $4.5 billion in ~~2018 and $4.4 billion in 2017.~~2018. We had ~~$2.6 billion of~~no commercial paper borrowings outstanding at December 31, ~~2019~~2020 and ~~$3.1~~$2.6 billion outstanding as of December 31, ~~2018.~~2019. We expect to continue to use cash or commercial paper to finance various short-term financing needs. ~~We continue~~As of December 31, 2020, we continued to ~~comply~~be in compliance with our debt covenants. Refer to Note 9, Debt and Borrowing Arrangements, for more information on our debt and debt covenants.

Commodity Trends

We regularly monitor worldwide supply, commodity cost and currency trends so we can cost-effectively secure ingredients, packaging and fuel required for production. During ~~2019,~~2020, the primary drivers of the increase in our aggregate commodity costs were higher currency exchange transaction costs on imported materials, as well as increased costs for cocoa, dairy, sugar, energy, packaging, ~~energy, dairy,~~nuts, grains ~~cocoa~~ and ~~oils,~~other ingredients costs, partially offset by lower costs for ~~sugar and nuts.~~oils.

A number of external factors such as weather conditions, commodity market conditions, currency fluctuations and the effects of governmental agricultural or other programs affect the cost and availability of raw materials and agricultural materials used in our products. We address higher commodity costs and currency impacts primarily through hedging, higher pricing and manufacturing and overhead cost control. We use hedging techniques to limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, such as dairy, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in specific raw material costs. Due to competitive or market conditions, planned trade or promotional incentives, fluctuations in currency exchange rates or other factors, our pricing actions may also lag commodity cost changes temporarily.

We expect price volatility and a higher aggregate cost environment to continue in ~~2020.~~2021. 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 and that they will generally remain available from numerous sources.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

We have no significant off-balance sheet arrangements other than the contractual obligations discussed below.

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Guarantees:

As discussed in Note 14, Commitments and Contingencies, we enter into third-party guarantees primarily to cover the long-term obligations of our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. At December 31, ~~2019,~~2020, 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, ~~2019.~~2020.


	Payments Due											Payments Due
	Total		2020		2021-22		2023-24		2025 and Thereafter			Total		2021		2022-23		2024-25		2026 and Thereafter
	(in millions)											(in millions)
Debt ⁽¹⁾	$	15,741	$	1,549	$	5,038	$	3,634	$	5,520	Debt (1)	$	19,855	$	2,669	$	4,434	$	3,081	$	9,671
Interest expense ⁽²⁾	3,253		390		658		476		1,729		Interest expense (2)	4,194		427		705		556		2,506
Finance leases ⁽³⁾	134		38		57		24		15		Finance leases (3)	276		81		122		51		22
Operating leases	652		197		248		110		97		Operating leases	757		203		262		123		169
Purchase obligations: ⁽⁴⁾											Purchase obligations: (4)
Inventory and production costs	4,613		3,412		652		207		342		Inventory and production costs	6,612		3,750		2,314		473		75
Other	1,151		801		221		118		11		Other	1,188		853		248		87		—
	25,544		6,387		6,874		4,569		7,714			32,882		7,983		8,085		4,371		12,443
U.S. tax reform transition liability ⁽⁵⁾	1,008		93		187		362		366		U.S. tax reform transition liability (5)	936		95		247		497		97
Multiemployer pension plan withdrawal liability ⁽⁶⁾	515		26		53		53		383		Multiemployer pension plan withdrawal liability (6)	489		26		53		53		357
Other long-term liabilities ⁽⁷⁾	222		16		36		41		129		Other long-term liabilities (7)	208		33		33		34		108
Total	$	27,289	$	6,522	$	7,150	$	5,025	$	8,592	Total	$	34,515	$	8,137	$	8,418	$	4,955	$	13,005


(1)	Amounts include the expected cash payments of our long-term debt, including the current portion and excluding finance leases, which are presented separately in the table above. The amounts also exclude $76 million of net unamortized non-cash bond premiums, discounts, bank fees and mark-to-market adjustments related to our interest rate swaps recorded in total debt.


~~(2)~~	Amounts represent the expected cash payments of our interest expense on our long-term debt. Interest calculated on our non-U.S. dollar denominated debt was forecasted using currency exchange rates as of December 31, 2019.

~~(3)~~

~~Amounts exclude imputed interest on finance leases of~~ ~~$11 million~~Amounts include the expected cash payments of our long-term debt, including the current portion and excluding finance leases, which are presented separately in the table above. The amounts also exclude $94 million of net unamortized non-cash bond premiums, discounts, bank fees and mark-to-market adjustments related to our interest rate swaps recorded in total debt.

(2)Amounts represent the expected cash payments of our interest expense on our long-term debt. Interest calculated on our non-U.S. dollar denominated debt was forecasted using currency exchange rates as of December 31, 2020.

(3)Amounts exclude imputed interest on finance leases of $20 million.

(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 include commitments for marketing, advertising, capital expenditures, information technology and professional services. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and approximate timing of the transaction. Most arrangements are cancelable without a significant penalty and with short notice (usually 30 days). Any amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.

(5)In connection with U.S. tax reform, we estimate paying a total $1.3 billion transition tax liability through 2026. As of December 31, 2020, the amount outstanding was $0.9 billion. See Note 16, Income Taxes, for additional information on U.S. tax reform and its impact on our financial statements.

(6)During 2018, we executed a complete withdrawal liability from our most individually significant multiemployer pension plan. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years through 2039. See Note 11, Benefit Plans, for additional information on our multiemployer pension plan withdrawal liability.

(7)Other long-term liabilities in the table above include the long-term liabilities and any current portion of these obligations. We have included the estimated future benefit payments for our postretirement health care plans through December 31, 2030 of $172 million. We are unable to reliably estimate the timing of the payments beyond 2030; as such, they are excluded from the above table. There are also another $18 million of 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 consolidated balance sheet are excluded from the table above: accrued pension costs, unrecognized tax benefits, insurance accruals and other accruals. As of December 31, 2020, our unrecognized tax benefit, including associated interest and penalties, classified as a long-term payable is $515 million. We currently expect to make approximately $236 million in contributions to our pension plans in 2021.

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~~(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 include commitments for marketing, advertising, capital expenditures, information technology and professional services. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and approximate timing of the transaction. Most arrangements are cancelable without a significant penalty and with short notice (usually 30 days). Any amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.


~~(5)~~	In connection with U.S. tax reform, we estimate paying a total $1.3 billion transition tax liability through 2026. As of December 31, 2019, the amount outstanding was $1.0 billion. The amounts and timing of our tax payments may change as a result of additional guidance issued. See Note 16, ~~Income Taxes, for additional information on U.S. tax reform and its impact on our financial statements.~~

~~(6)~~

During 2018, we executed a complete withdrawal liability from our most individually significant multiemployer pension plan. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years through 2039. See Note 11, ~~Benefit Plans,~~ ~~for additional information on our multiemployer pension plan withdrawal liability.~~

~~(7)~~

Other long-term liabilities in the table above include the long-term liabilities and any current portion of these obligations. We have included the estimated future benefit payments for our postretirement health care plans through December 31, 2029 of $198 million. We are unable to reliably estimate the timing of the payments beyond 2029; as such, they are excluded from the above table. There are also another $1 million of 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 consolidated balance sheet are excluded from the table above: accrued pension costs, unrecognized tax benefits, insurance accruals and other accruals. As of December 31, 2019, our unrecognized tax benefit, including associated interest and penalties, classified as a long-term payable is $507 million. We currently expect to make approximately $246 million in contributions to our pension plans in 2020.

Equity and Dividends

Stock Plans:

See Note 12, Stock Plans, to the consolidated financial statements for more information on our stock plans and grant activity during ~~2017-2019.~~2018-2020.

Share Repurchases:

See Note 13, Capital Stock, to the consolidated financial statements and Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Issuer Purchases of Equity Securities, for more information on our share repurchase program.

~~Between 2013 and 2017,~~As of December 31, 2020, our Board of ~~Directors~~Director has authorized ~~the repurchase of a total of $13.7~~share repurchases up to $23.7 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 billion in the share repurchase~~2023. Under this program, ~~raising the authorization to $19.7~~we have repurchased approximately $17.9 billion of ~~Common Stock repurchases, and extended the program~~shares through December 31, ~~2020. Through December 31, 2019, we repurchased approximately $16.5~~2020 ($1.4 billion ~~of shares ($1.5~~in 2020, $1.5 billion in 2019, $2.0 billion in 2018, $2.2 billion in 2017, $2.6 billion in 2016, $3.6 billion in 2015, $1.9 billion in 2014 and $2.7 billion in 2013), at a weighted-average cost of ~~$39.65~~$40.57 per share.

The number of shares that we ultimately repurchase under our share repurchase program may vary depending on numerous factors, including share price and other market conditions, our ongoing capital allocation planning, levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic or business conditions and board and management discretion. Additionally, our share repurchase activity during any particular period may fluctuate. We may accelerate, suspend, delay or discontinue our share repurchase program at any time, without notice.

Dividends:

We paid dividends of $1,678 million in 2020, $1,542 million in 2019 and $1,359 million in ~~2018 and $1,198 million in 2017.~~2018. On July ~~30, 2019,~~28, 2020, the Finance Committee, with authorization delegated from our Board of Directors, declared a quarterly cash dividend of $0.315 per share of Class A Common Stock, an increase of 11 percent, which would be $1.26 per common share on an annualized basis. In 2019, our quarterly cash dividend increased from $0.26 to $0.285 per share of Class A Common Stock, an increase of 10 percent, ~~which would be $1.14 per common share on an annualized basis. On July 25,~~and in 2018, ~~the Finance Committee, with authorization delegated from~~ our ~~Board of Directors, declared a~~ quarterly cash dividend ofincreased from $0.22 to $0.26 per share of Class A Common Stock, an increase of 18 percent, which would be $1.04 per common share on an annualized basis. On August 2, 2017, the Finance Committee, with authorization delegated from our Board of Directors, approved a 16% increase in the quarterly dividend to $0.22 per common share or $0.88 per common share on an annualized basis.percent. The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other 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 ~~2019~~2020 are characterized as a qualified dividend paid from U.S. earnings and profits. Shareholders should consult their tax advisors for a full understanding of the tax consequences of the receipt of dividends.

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Non-GAAP Financial Measures

We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional insight and transparency on how we evaluate our business. We use non-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. The adjustments generally fall within the following categories: acquisition & divestiture activities, gains and losses on intangible asset sales and non-cash impairments, major program restructuring activities, constant currency and related adjustments, major program financing and hedging activities and other major items affecting comparability of operating results. We believe the non-GAAP measures should always be considered along with the related U.S. GAAP financial measures. We have provided the reconciliations between the GAAP and non-GAAP financial measures below, and we also discuss our underlying GAAP results throughout 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 events or circumstances arise, these definitions could change. When our definitions change, we provide the updated definitions and present the related non-GAAP historical results on a comparable basis ⁽¹⁾.


•	•“Organic Net Revenue” is defined as net revenues excluding the impacts of acquisitions, divestitures (2) and currency rate fluctuations (3). We also evaluate Organic Net Revenue growth from emerging and developed markets. •⁽²⁾~~and currency rate fluctuations~~ ⁽³⁾~~. We also evaluate Organic Net Revenue growth from emerging and developed markets.~~

Our emerging markets include our Latin America region in its entirety; the AMEA region, excluding Australia, New Zealand and Japan; 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.

•

•“Adjusted Operating Income” is defined as operating income excluding the impacts of the Simplify to Grow Program (4); gains or losses (including non-cash impairment charges) on goodwill and intangible assets; divestiture (2) or acquisition gains or losses and related divestiture (2), acquisition and integration costs (2); the operating results of divestitures (2); remeasurement of net monetary position (5); mark-to-market impacts from commodity and forecasted currency transaction derivative contracts (6); impact from resolution of tax matters (7); CEO transition remuneration (8); impact from pension participation changes (9); Swiss tax reform impacts (10); and costs associated with the JDE Peet's transaction (1). We also present “Adjusted Operating Income margin,” which is subject to the same adjustments as Adjusted Operating Income. We also evaluate growth in our Adjusted Operating Income on a constant currency basis (3).

•“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts of the items listed in the Adjusted Operating Income definition as well as losses on debt extinguishment and related expenses; gains or losses on equity method investment transactions; net earnings from divestitures (2); gains or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans and U.S. and Swiss tax reform impacts (10). Similarly, within Adjusted EPS, our equity method investment net earnings exclude our proportionate share of our investees’ significant operating and non-operating items (11). We also evaluate growth in our Adjusted EPS on a constant currency basis (3).

(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. During 2020, we added to the non-GAAP definitions the exclusion of costs associated with the JDE Peet's transaction. Refer to Note 7, Equity Method Investments, and Note 16, Income Taxes, for more information on the JDE Peet's transaction.

(2) Divestitures include completed sales of businesses (including the partial or full sale of an equity method investment) and exits of major product lines upon completion of a sale or licensing agreement. As we record our share of KDP and JDE Peet’s ongoing earnings on a one-quarter lag basis, any KDP or JDE Peet’s ownership reductions are reflected as divestitures within our non-GAAP results the following quarter. See Note 2, Acquisitions and Divestitures, and Note 7, Equity Method Investments, for information on acquisitions and divestitures impacting the comparability of our results.

(3) Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.

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(4) Non-GAAP adjustments related to the Simplify to Grow Program reflect costs incurred that relate to the objectives of our program to transform our supply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in the non-GAAP adjustments.

(5) During the third quarter of 2018, as we began to apply highly inflationary accounting for Argentina (refer to Note 1, Summary of Significant Accounting Policies), we excluded the remeasurement gains or losses related to remeasuring net monetary assets or liabilities in Argentina to be consistent with our prior accounting for these remeasurement gains/losses for Venezuela when it was subject to highly inflationary accounting prior to 2016.

(6) During the third quarter of 2016, we began to exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecasted currency transaction derivatives from our non-GAAP earnings measures until such time that the related exposures impact our operating results. Since we purchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily for inventory requirements in future periods, we made this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance 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-market impacts.

(7) See Note 14, Commitments and Contingencies – Tax Matters, for additional information.

(8) 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 incentive awards 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 stock units, performance share units and stock options. In connection with Irene Rosenfeld’s retirement, we made her outstanding grants of performance share units for the 2016-2018 and 2017-2019 performance cycles eligible for continued vesting and approved a $0.5 million salary for her service as Chairman from January through March 2018. We refer to these elements of Mr. Van de Put’s and Ms. Rosenfeld’s compensation arrangements together as “CEO transition remuneration.” We are excluding amounts we expense as CEO transition remuneration from our non-GAAP results because those amounts are not part of our regular compensation program and are incremental to amounts we would have incurred as ongoing CEO compensation. As a result, in 2017, we excluded amounts expensed for the cash payment to Mr. Van de Put and partial vesting of his equity grants. In 2018, we excluded amounts paid for Ms. Rosenfeld’s service as Chairman and partial vesting of Mr. Van de Put’s and Ms. Rosenfeld’s equity grants. In 2019, we excluded amounts related to the partial vesting of Mr. Van de Put’s equity grants. During the first quarter of 2020, Mr. Van de Put's equity grants became fully vested.

~~“Adjusted Operating Income” is defined as operating income excluding the impacts of the Simplify to Grow Program~~⁽⁴⁾~~; gains or losses (including non-cash impairment charges) on goodwill and intangible assets; divestiture~~⁽²⁾ ~~or acquisition gains or losses and related divestiture~~⁽²⁾~~, acquisition and integration costs~~⁽²⁾~~; the operating results of divestitures~~⁽²⁾~~; remeasurement of net monetary position~~⁽⁵⁾~~; mark-to-market impacts from commodity and forecasted currency transaction derivative contracts~~⁽⁶⁾~~; impact from resolution of tax matters~~⁽⁷⁾~~; CEO transition remuneration~~⁽⁸⁾~~; impact from pension participation changes~~⁽⁹⁾~~; Swiss tax reform impacts~~ ⁽¹⁰⁾; and incremental expenses related to the 2017 malware incident. We also present “Adjusted Operating Income margin,” which is subject to the same adjustments as Adjusted Operating Income. We also evaluate growth in our Adjusted Operating Income on a constant currency basis⁽³⁾.

•

“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts of the items listed in the Adjusted Operating Income definition as well as losses on debt extinguishment and related expenses; gain on equity method investment transactions; net earnings from divestitures⁽²⁾~~; gains or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans and U.S. and Swiss tax reform impacts~~⁽¹⁰⁾~~. Similarly, within Adjusted EPS, our equity method investment net earnings exclude our proportionate share of our investees’ unusual or infrequent items~~ ⁽¹¹⁾~~. We also evaluate growth in our Adjusted EPS on a constant currency basis~~ ⁽³⁾.

~~(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. During 2019, we added to the non-GAAP definitions the exclusion of the impact from Swiss tax reform as described in footnote (10) below. During 2018, we added to the non-GAAP definitions the exclusion of: remeasurement gains or losses related to remeasuring net monetary assets or liabilities in Argentina (see footnote (5) below) and the impact from pension participation changes (see footnote (9) ~~below).~~


~~(2)~~	~~Divestitures include completed sales of businesses and exits of major product lines upon completion of a sale or licensing agreement. See Note 2,~~ ~~Divestitures and Acquisitions, for information on divestitures and acquisitions impacting the comparability of our results.~~

~~(3)~~

Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.


~~(4)~~	Non-GAAP adjustments related to the Simplify to Grow Program reflect costs incurred that relate to the objectives of our program to transform our supply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in the non-GAAP adjustments.

~~(5)~~

~~During the third quarter of 2018, as we began to apply highly inflationary accounting for Argentina (refer to Note 1,~~ ~~Summary of Significant Accounting Policies~~), we excluded the remeasurement gains or losses related to remeasuring net monetary assets or liabilities in Argentina to be consistent with our prior accounting for these remeasurement gains/losses for Venezuela when it was subject to highly inflationary accounting prior to 2016.

~~(6)~~

During the third quarter of 2016, we began to exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecasted currency transaction derivatives from our non-GAAP earnings measures until such time that the related exposures impact our operating results. Since we purchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily for inventory requirements in future periods, we made this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance 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-market impacts.


~~(7)~~	~~See Note 14,~~ ~~Commitments and Contingencies – Tax Matters, for additional information.~~

~~(8)~~

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 incentive awards 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 stock units, performance share units and stock options. In connection with Irene Rosenfeld’s retirement, we made her outstanding grants of performance share units for the 2016-2018 and 2017-2019 performance cycles eligible for continued vesting and approved a $0.5 million salary for her service as Chairman from January through March 2018. We refer to these elements of Mr. Van de Put’s and Ms. Rosenfeld’s compensation arrangements together as “CEO transition remuneration.” We are excluding amounts we expense as CEO transition remuneration from our non-GAAP results because those amounts are not part of our regular compensation program and are incremental to amounts we would have incurred as ongoing CEO compensation. As a result, in 2017, we excluded amounts expensed for the cash payment to Mr. Van de Put and partial vesting of his equity grants. In 2018, we excluded amounts paid for Ms. Rosenfeld’s service as Chairman and partial vesting of Mr. Van de Put’s and Ms. Rosenfeld’s equity grants. In 2019, we excluded amounts related to the partial vesting of Mr. Van de Put’s equity grants.

~~(9)~~

The impact from pension participation changes represents the charges incurred when employee groups are withdrawn from multiemployer pension plans and other changes in employee group pension plan participation. We exclude these charges from our non–GAAP results because those amounts do not reflect our ongoing pension obligations. See Note 11, Benefit Plans, for more information on the multiemployer pension plan withdrawal.

(10) We exclude the impact of the 2019 Swiss tax reform and 2017 U.S. tax reform. During the third quarter of 2019, Swiss Federal and Zurich Cantonal tax events drove our recognition of a Swiss tax reform net benefit to our results of operations. On December 22, 2017, the United States enacted tax reform legislation that included a broad range of business tax provisions. We exclude these tax reform impacts from our Adjusted EPS as they do not reflect our ongoing tax obligations under the new tax reforms. Refer to Note 16, Income Taxes, for more information on our current year estimated annual effective tax rate and ~~U.S.~~Swiss and ~~Swiss~~U.S. tax reform.

(11) We have excluded our proportionate share of our equity method investees’ ~~unusual or infrequent~~significant operating and non-operating 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 the underlying operating results and ~~unusual or infrequent~~significant operating and non-operating items ~~with them~~ each reporting period, we do not have direct control over their operations or resulting revenue 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. Our GAAP “diluted EPS attributable to Mondelēz International from continuing operations” includes all of the investees’ ~~unusual~~significant operating and ~~infrequent~~non-operating items.

We believe that the presentation of these non-GAAP financial measures, when considered together with our U.S. GAAP financial measures and the reconciliations to the corresponding U.S. GAAP financial measures, provides you with a more complete understanding of the factors and trends 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 use of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for any U.S. GAAP financial measure. A limitation of these non-GAAP financial measures is they exclude items detailed below that have an impact on our U.S. GAAP reported results. The best way this limitation can be addressed is by evaluating our non-GAAP financial measures in combination with our U.S. GAAP reported results and carefully evaluating the following tables that reconcile U.S. GAAP reported figures to the non-GAAP financial measures in this Form 10-K.

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Organic 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, acquisitions and divestitures. We believe that Organic Net Revenue reflects the underlying growth from the ongoing activities of our business and provides improved comparability of results. We also evaluate our Organic Net Revenue growth from emerging markets, and these underlying measures are also reconciled to U.S. GAAP below.


	For the Year Ended December 31, 2020						For the Year Ended December 31, 2019
	Emerging Markets		Developed Markets		Total		Emerging Markets		Developed Markets		Total
	(in millions)						(in millions)
Net Revenue	$	9,097	$	17,484	$	26,581	$	9,675	$	16,193	$	25,868
Impact of currency	749		(112)		637		—		—		—
Impact of acquisitions	—		(445)		(445)		—		—		—
Impact of divestitures	—		—		—		(55)		—		(55)
Organic Net Revenue	$	9,846	$	16,927	$	26,773	$	9,620	$	16,193	$	25,813

	For the Year Ended December 31, 2019						For the Year Ended December 31, 2018
	Emerging Markets		Developed Markets		Total		Emerging Markets		Developed Markets		Total
	(in millions)						(in millions)
Net Revenue	$	9,675	$	16,193	$	25,868	$	9,659	$	16,279	$	25,938
Impact of currency	651		503		1,154		—		—		—
Impact of acquisitions	—		(88)		(88)		—		—		—
Impact of divestitures	(55)		—		(55)		(126)		—		(126)
Organic Net Revenue	$	10,271	$	16,608	$	26,879	$	9,533	$	16,279	$	25,812

For the Year Ended December 31, 2019 For the Year Ended December 31, 2018

Emerging
Markets

Developed
Markets
Total
Emerging
Markets

Developed
Markets
Total
(in millions) (in millions)
Net Revenue $ 9,675
$ 16,193
$ 25,868
$ 9,659
$ 16,279
$ 25,938
Impact of currency 651
503
1,154
—
—
—
Impact of acquisitions —
(88 ) (88 ) —
—
—
Impact of divestitures (55 ) —
(55 ) (126 ) —
(126 )
Organic Net Revenue $ 10,271
$ 16,608
$ 26,879
$ 9,533
$ 16,279
$ 25,812

For the Year Ended December 31, 2018 For the Year Ended December 31, 2017

Emerging
Markets

Developed
Markets
Total
Emerging
Markets

Developed
Markets
Total
(in millions) (in millions)
Net Revenue $ 9,659
$ 16,279
$ 25,938
$ 9,707
$ 16,189
$ 25,896
Impact of currency 604
(261 ) 343
—
—
—
Impact of acquisitions —
(52 ) (52 ) —
—
—
Impact of divestitures (126 ) —
(126 ) (132 ) (270 ) (402 )
Organic Net Revenue $ 10,137
$ 15,966
$ 26,103
$ 9,575
$ 15,919
$ 25,494

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Adjusted Operating Income:

Applying the definition of “Adjusted Operating Income”, the adjustments made to “operating income” (the most comparable U.S. GAAP financial measure) were to exclude Simplify to Grow Program; intangible asset impairment charges; mark-to-market impacts from commodity and forecasted currency transaction derivative contracts; ~~malware incident incremental expenses,~~ acquisition integration costs; acquisition and divestiture-related costs; operating income from ~~divestitures;~~divestiture; net ~~gains~~gain from ~~divestitures;~~divestiture; costs associated with the JDE Peet's transaction; the remeasurement of net monetary position; impact from pension participation changes; impact from the resolution of tax matters; CEO transition remuneration and Swiss tax reform impact. We also evaluate Adjusted Operating Income on a constant currency basis. We believe these measures provide improved comparability of underlying operating results.


	For the Years Ended December 31,
	2020		2019		$ Change		% Change
	(in millions)
Operating Income	$	3,853	$	3,843	$	10	0.3	%
Simplify to Grow Program (1)	360		442		(82)
Intangible asset impairment charges (2)	144		57		87
Mark-to-market gains from derivatives (3)	(16)		(91)		75
Acquisition integration costs (4)	4		—		4
Acquisition-related costs (5)	15		3		12
Divestiture-related costs (5)	4		6		(2)
Operating income from divestiture (5)	—		(9)		9
Net gain on divestiture (5)	—		(44)		44

Costs associated with JDE Peet's transaction (6)	48		—		48
Remeasurement of net monetary position (7)	9		(4)		13
Impact from pension participation changes (8)	—		(35)		35
Impact from resolution of tax matters (9)	(20)		85		(105)
CEO transition remuneration (10)	—		9		(9)
Swiss tax reform impact (11)	—		2		(2)

Adjusted Operating Income	$	4,401	$	4,264	$	137	3.2	%
Unfavorable currency translation	59		—		59
Adjusted Operating Income (constant currency)	$	4,460	$	4,264	$	196	4.6	%

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For the Years Ended
December 31,
2019 2018 $ Change % Change
(in millions)
Operating Income $ 3,843
$ 3,312
$ 531
16.0 %
Simplify to Grow Program ⁽¹⁾
442
626
(184 )
Intangible asset impairment charges ⁽²⁾
57
68
(11 )
Mark-to-market gains from derivatives ⁽³⁾
(91 ) (141 ) 50

Acquisition integration costs ⁽⁴⁾
—
3
(3 )
Acquisition-related costs ⁽⁵⁾
3
13
(10 )
Divestiture-related costs ⁽⁵⁾
6
(1 ) 7

Operating income from divestiture ⁽⁵⁾
(9 ) (19 ) 10

Net gain on divestiture ⁽⁵⁾
(44 ) —
(44 )
Remeasurement of net monetary position ⁽⁶⁾
(4 ) 11
(15 )
Impact from pension participation changes ⁽⁷⁾
(35 ) 423
(458 )
Impact from resolution of tax matters ⁽⁸⁾
85
(15 ) 100

CEO transition remuneration ⁽⁹⁾
9
22
(13 )
Swiss tax reform impact ⁽¹⁰⁾
2
—
2

Adjusted Operating Income $ 4,264
$ 4,302
$ (38 ) (0.9 )%
Unfavorable currency translation 227
—
227

Adjusted Operating Income (constant currency) $ 4,491
$ 4,302
$ 189
4.4 %


	For the Years Ended December 31,												For the Years Ended December 31,
	2018			2017			$ Change			% Change			2019			2018			$ Change		% Change
	(in millions)												(in millions)
Operating Income	$	3,312		$	3,462		$	(150	)	(4.3	)%	Operating Income	$	3,843		$	3,312		$	531	16.0	%
Simplify to Grow Program ⁽¹⁾	626			777			(151		)			Simplify to Grow Program (1)	442			626			(184)
Intangible asset impairment charges ⁽²⁾	68			109			(41		)			Intangible asset impairment charges (2)	57			68			(11)
Mark-to-market (gains)/losses from derivatives ⁽³⁾	(141		)	96			(237		)
Malware incident incremental expenses	—			84			(84		)
Mark-to-market gains from derivatives (3)												Mark-to-market gains from derivatives (3)	(91)			(141)			50
Acquisition integration costs ⁽⁴⁾	3			3			—					Acquisition integration costs (4)	—			3			(3)
Acquisition-related costs ⁽⁵⁾	13			—			13					Acquisition-related costs (5)	3			13			(10)
Divestiture-related costs ⁽⁵⁾	(1		)	31			(32		)			Divestiture-related costs (5)	6			(1)			7
Operating income from divestitures ⁽⁵⁾	(19		)	(92		)	73
Net gain on divestitures ⁽⁵⁾	—			(186		)	186
Operating income from divestiture (5)												Operating income from divestiture (5)	(9)			(19)			10
Net gain on divestiture (5)												Net gain on divestiture (5)	(44)			—			(44)

Remeasurement of net monetary position ⁽⁶⁾⁽⁷⁾	11			—			11					(4)			11			(15)
Impact from pension participation changes ⁽⁷⁾⁽⁸⁾	423			—			423					(35)			423			(458)
Impact from resolution of tax matters ⁽⁸⁾⁽⁹⁾	(15		)	(209		)	194					85			(15)			100
CEO transition remuneration ⁽⁹⁾	22			14			8
Other/rounding	—			(1		)	1
CEO transition remuneration (10)												CEO transition remuneration (10)	9			22			(13)
Swiss tax reform impact (11)												Swiss tax reform impact (11)	2			—			2

Adjusted Operating Income	$	4,302		$	4,088		$	214		5.2	%	Adjusted Operating Income	$	4,264		$	4,302		$	(38)	(0.9)	%
Unfavorable currency translation	55			—			55					Unfavorable currency translation	227			—			227
Adjusted Operating Income (constant currency)	$	4,357		$	4,088		$	269		6.6	%	Adjusted Operating Income (constant currency)	$	4,491		$	4,302		$	189	4.4	%

~~(1)~~

(1)Refer to Note 8, Restructuring Program, for more information.

(2)Refer to Note 6, Goodwill and Intangible Assets, for more information on trademark impairments.

(3)Refer to Note 10, Financial Instruments, Note 18, Segment Reporting, and Non-GAAP Financial Measures section at the end of this item for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.

(4)Refer to Note 2, Acquisitions and Divestitures, for more information on the April 1, 2020 acquisition of a significant majority interest in Give & Go and the June 7, 2018 acquisition of Tate's Bake Shop. Refer to our Annual Report on Form 10-K for the year ended December 31, 2018 for more information on the acquisition of a biscuit business in Vietnam.

(5)Refer to Note 2, Acquisitions and Divestitures, for more information on the April 1, 2020 acquisition of a significant majority interest in Give & Go, the July 16, 2019 acquisition of a majority interest in Perfect Snacks, the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa and the June 7, 2018 acquisition of Tate's Bake Shop.

(6)Refer to Note 7, Equity Method Investments, for more information on the JDE Peet's transaction.

(8)~~Restructuring Program,~~ ~~for more information.~~


~~(2)~~	~~Refer to Note 6,~~ ~~Goodwill and Intangible Assets,~~ ~~for more information on trademark impairments.~~


~~(3)~~	~~Refer to Note 10,~~ ~~Financial Instruments, Note 18,~~ ~~Segment Reporting, and~~ ~~Non-GAAP Financial Measures~~ ~~section at the end of this item for more information on the unrealized gains/losses 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 prior-year divestitures, intangible asset sales and the June 7, 2018 acquisition of Tate's Bake Shop.~~


~~(6)~~	~~Refer to Note 1,~~ ~~Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.~~


~~(7)~~	Refer to Note 11, Benefit Plans, for more information.


~~(8)~~	~~Refer to Note 14,~~ ~~Commitments and Contingencies – Tax Matters, for more information.~~

(9)Refer to Note 14, Commitments and Contingencies – Tax Matters, for more information.

(10)Refer to the Non-GAAP Financial Measures definition and related table notes.

~~(10)~~ (11)Refer to Note 16, Income Taxes, for more information on Swiss tax reform.

Table of Contents

Adjusted EPS:

Applying the definition of “Adjusted EPS” ⁽¹⁾, the adjustments made to “diluted EPS attributable to Mondelēz International” (the most comparable U.S. GAAP financial measure) were to exclude the impacts of the items listed in the Adjusted Operating Income tables above as well as gains/(losses) related to interest rate swaps; loss on debt extinguishment; Swiss tax reform net impacts; U.S. tax reform discrete net tax impact; ~~net gains/(losses)~~gains or losses on equity method investment transactions; and our proportionate share of ~~unusual or infrequent~~significant operating and non-operating items recorded by our JDE Peet's and ~~Keurig~~KDP equity method investees. We also evaluate Adjusted EPS on a constant currency basis. We believe Adjusted EPS provides improved comparability of underlying operating results.


	For the Years Ended December 31,
	2020		2019		$ Change		% Change
Diluted EPS attributable to Mondelēz International	$	2.47	$	2.69	$	(0.22)	(8.2)	%
Simplify to Grow Program (2)	0.20		0.24		(0.04)
Intangible asset impairment charges (2)	0.08		0.03		0.05
Mark-to-market gains from derivatives (2)	(0.01)		(0.05)		0.04

Acquisition-related costs (2)	0.01		—		0.01

Net earnings from divestitures (2)	(0.02)		(0.05)		0.03
Net gain on divestiture (2)	—		(0.03)		0.03

Costs associated with JDE Peet's transaction (2)	0.20		—		0.20
Remeasurement of net monetary position (2)	0.01		—		0.01
Impact from pension participation changes (2)	0.01		(0.02)		0.03
Impact from resolution of tax matters (2)	(0.02)		0.05		(0.07)
CEO transition remuneration (2)	—		0.01		(0.01)
Loss related to interest rate swaps (3)	0.05		0.08		(0.03)
Loss on debt extinguishment (4)	0.10		—		0.10
Swiss tax reform net impacts (2)	—		(0.53)		0.53

(Gain)/loss on equity method investment transactions (6)	(0.55)		0.01		(0.56)
Equity method investee items (7)	0.06		0.03		0.03
Adjusted EPS	$	2.59	$	2.46	$	0.13	5.3	%
Unfavorable currency translation	0.03		—		0.03
Adjusted EPS (constant currency)	$	2.62	$	2.46	$	0.16	6.5	%

Table of Contents

For the Years Ended
December 31,
2019 2018 $ Change % Change
Diluted EPS attributable to Mondelēz International $ 2.65
$ 2.28
$ 0.37
16.2 %
   Simplify to Grow Program ⁽²⁾
0.24
0.32
(0.08 )
   Intangible asset impairment charges⁽²⁾
0.03
0.03
—

   Mark-to-market gains from derivatives ⁽²⁾
(0.05 ) (0.09 ) 0.04

   Acquisition-related costs ⁽²⁾
—
0.01
(0.01 )
   Divestiture-related costs⁽²⁾
0.01
—
0.01

   Net earnings from divestiture ⁽²⁾
(0.01 ) (0.01 ) —

   Net gain on divestiture ⁽²⁾
(0.03 ) —
(0.03 )
   Remeasurement of net monetary position ⁽²⁾
—
0.01
(0.01 )
   Impact from pension participation changes ⁽²⁾
(0.02 ) 0.22
(0.24 )
   Impact from resolution of tax matters ⁽²⁾
0.05
(0.01 ) 0.06

   CEO transition remuneration ⁽²⁾
0.01
0.01
—

   Net loss/(gain) related to interest rate swaps ⁽³⁾
0.08
(0.01 ) 0.09

   Loss on debt extinguishment⁽⁴⁾
—
0.07
(0.07 )
   Swiss tax reform net impacts ⁽²⁾
(0.53 ) —
(0.53 )
   U.S. tax reform discrete net tax expense ⁽⁵⁾
—
0.01
(0.01 )
   Net loss/(gain) on equity method
investment transactions ⁽⁶⁾
0.01
(0.39 ) 0.40

   Equity method investee acquisition-related
and other charges/(benefits) ⁽⁷⁾
0.03
(0.03 ) 0.06

Adjusted EPS $ 2.47
$ 2.42
$ 0.05
2.1 %
   Unfavorable currency translation 0.15
—
0.15

Adjusted EPS (constant currency) $ 2.62
$ 2.42
$ 0.20
8.3 %


	For the Years Ended December 31,												For the Years Ended December 31,
	2018			2017			$ Change			% Change			2019		2018		$ Change		% Change
Diluted EPS attributable to Mondelēz International	$	2.28		$	1.85		$	0.43		23.2	%	Diluted EPS attributable to Mondelēz International	$	2.69	$	2.23	$	0.46	20.6	%
Simplify to Grow Program ⁽²⁾	0.32			0.39			(0.07		)			Simplify to Grow Program (2)	0.24		0.32		(0.08)
Intangible asset impairment charges⁽²⁾	0.03			0.05			(0.02		)			Intangible asset impairment charges (2)	0.03		0.03		—
Mark-to-market (gains)/losses from derivatives ⁽²⁾	(0.09		)	0.06			(0.15		)
Malware incident incremental expenses	—			0.04			(0.04		)
Acquisition integration costs ⁽²⁾	—			—			—
Mark-to-market gains from derivatives (2)												Mark-to-market gains from derivatives (2)	(0.05)		(0.09)		0.04

Acquisition-related costs ⁽²⁾	0.01			—			0.01					Acquisition-related costs (2)	—		0.01		(0.01)
Divestiture-related costs⁽²⁾	—			0.02			(0.02		)

Net earnings from divestitures ⁽²⁾	(0.01		)	(0.05		)	0.04					Net earnings from divestitures (2)	(0.05)		(0.04)		(0.01)
Net gain on divestitures ⁽²⁾	—			(0.11		)	0.11
Net gain on divestiture (2)												Net gain on divestiture (2)	(0.03)		—		(0.03)

Remeasurement of net monetary position ⁽²⁾	0.01			—			0.01					Remeasurement of net monetary position (2)	—		0.01		(0.01)
Impact from pension participation changes ⁽²⁾	0.22			—			0.22					Impact from pension participation changes (2)	(0.02)		0.22		(0.24)
Impact from resolution of tax matters ⁽²⁾	(0.01		)	(0.13		)	0.12					Impact from resolution of tax matters (2)	0.05		(0.01)		0.06
CEO transition remuneration ⁽²⁾	0.01			0.01			—					CEO transition remuneration (2)	0.01		0.01		—
Net gain related to interest rate swaps ⁽³⁾	(0.01		)	—			(0.01		)
Net loss/(gain) related to interest rate swaps (3)												Net loss/(gain) related to interest rate swaps (3)	0.08		(0.01)		0.09
Loss on debt extinguishment⁽⁴⁾	0.07			—			0.07					Loss on debt extinguishment (4)	—		0.07		(0.07)
U.S. tax reform discrete net tax expense/(benefit) ⁽⁵⁾	0.01			(0.03		)	0.04
Gains on equity method investment transactions ⁽⁶⁾	(0.39		)	(0.02		)	(0.37		)
Equity method investee acquisition-related and other charges/(benefits) ⁽⁷⁾	(0.03		)	0.04			(0.07		)
Swiss tax reform net impacts (2)												Swiss tax reform net impacts (2)	(0.53)		—		(0.53)
U.S. tax reform discrete net tax expense (5)												U.S. tax reform discrete net tax expense (5)	—		0.01		(0.01)
Loss/(gain) on equity method investment transactions (6)												Loss/(gain) on equity method investment transactions (6)	0.01		(0.39)		0.40
Equity method investee items (7)												Equity method investee items (7)	0.03		(0.01)		0.04
Adjusted EPS	$	2.42		$	2.12		$	0.30		14.2	%	Adjusted EPS	$	2.46	$	2.36	$	0.10	4.2	%
Unfavorable currency translation	0.03			—			0.03					Unfavorable currency translation	0.16		—		0.16
Adjusted EPS (constant currency)	$	2.45		$	2.12		$	0.33		15.6	%	Adjusted EPS (constant currency)	$	2.62	$	2.36	$	0.26	11.0	%



Virginia		52-2284372
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~Three Parkway North~~905 West Fulton Market, Suite 200
~~Deerfield,~~Chicago,	Illinois	~~60015~~60607
(Address of principal executive offices)		(Zip Code)



		Page No.
Part I –
Item 1.	Business	23
Item 1A.	Risk Factors	1113
Item 1B.	Unresolved Staff Comments	2125
Item 2.	Properties	2226
Item 3.	Legal Proceedings	2226
Item 4.	Mine Safety Disclosures	2226

Part II –
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2327
Item 6.	Selected Financial Data	2529
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations:	2731
	Summary of Results	2935
	Financial Outlook	3036
	Discussion and Analysis of Historical Results	3339
	Critical Accounting Estimates	4956
	Liquidity and Capital Resources	5259
	Commodity Trends	5360
	Off-Balance Sheet Arrangements and Aggregate Contractual Obligations	5360
	Equity and Dividends	5562
	Non-GAAP Financial Measures	5663
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	6370
Item 8.	Financial Statements and Supplementary Data:	6572
	Report of Independent Registered Public Accounting Firm	6572
	Consolidated Statements of Earnings for the Years Ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018	6875
	Consolidated Statements of Comprehensive Earnings for the Years Ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018	6976
	Consolidated Balance Sheets as of December 31, ~~2019~~2020 and ~~2018~~2019	7077
	Consolidated Statements of Equity for the Years Ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018	7178
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 ~~2018~~ and ~~2017~~2018	7279
	Notes to Consolidated Financial Statements	7380
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~124~~131
Item 9A.	Controls and Procedures	~~124~~131
Item 9B.	Other Information	~~125~~132

Part III –
Item 10.	Directors, Executive Officers and Corporate Governance	~~126~~133
Item 11.	Executive Compensation	~~126~~133
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~126~~133
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~126~~133
Item 14.	Principal Accountant Fees and Services	~~126~~133

Part IV –
Item 15.	Exhibits and Financial Statement Schedules	~~127~~134

Item 16.	Form 10-K Summary	~~132~~138

	Signatures	~~133~~139

	Valuation and Qualifying Accounts	S-~~S-1~~1



	~~2018~~
~~Change in net revenues (by percentage point)~~
~~Total change in net revenues~~	~~0.2~~	%
~~Add back the following items affecting comparability:~~
~~Unfavorable currency~~	~~1.4~~	pp
~~Impact of acquisition~~	~~(0.2~~	~~)pp~~
~~Impact of divestitures~~	~~1.0~~	pp
~~Total change in Organic Net Revenue~~ ⁽¹⁾ Table of Contents	~~2.4~~	%
~~Higher net pricing~~	~~1.3~~	pp
~~Favorable volume/mix~~	~~1.1~~	pp



☒	☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



☐	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	As of December 31, 2019
	Number of Manufacturing Facilities	Number of Distribution Facilities
Latin America ⁽¹⁾	13	13
AMEA	43	21
Europe	55	23
North America	15	53
Total	126	110

Owned	118	13
Leased	8	97
Total	126	110



Period	Total Number of Shares Purchased⁽¹⁾	Average Price Paid per Share⁽¹⁾		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽²⁾	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs⁽²⁾
October 1-31, 2019	1,295,595	$	53.76	1,281,313	$	3,433
November 1-30, 2019	2,946,093	52.18		2,831,683	3,286
December 1-31, 2019	2,472,223	54.42		2,467,098	3,151
For the Quarter Ended December 31, 2019	6,713,911	53.31		6,580,094


~~(3)~~	Items impacting comparability primarily relate to the Keurig and JDE coffee business transactions in 2015-2016 and the loss on deconsolidation of Venezuela in 2015. Please also refer to our previously filed Annual Reports on Form 10-K for additional information.


~~(4)~~	~~Refer to Note 13,~~ ~~Capital Stock, for additional information on our share repurchase program activity.~~ 29 Table of Contents


~~(5)~~	~~Refer to the~~ ~~Equity and Dividends~~ ~~section within~~ ~~Management’sDiscussion and Analysis of Financial Conditionand Results of Operations~~ ~~for information on our dividends.~~


~~(1)~~	~~Please see the~~ ~~Non-GAAP Financial Measures~~ ~~section at the end of this item.~~


~~(2)~~	~~See the~~ ~~Operating Income~~ ~~table above and the related footnotes for more information.~~


~~(4)~~	~~Refer to Note 7,~~ ~~Equity Method Investments,~~ ~~for more information on the KDP transaction in 2018 and the 2017 sale of an interest in one of our equity method investments.~~


~~(8)~~	~~Refer to Note 12,~~ ~~Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 17,~~ ~~Earnings per Share, for earnings per share weighted-average share information.~~


~~(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.


~~(2)~~	~~See the~~ ~~Adjusted Operating Income~~ ~~table above and the related footnotes for more information.~~ 69 Table of Contents


~~(4)~~	~~Refer to Note 9,~~ ~~Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.~~


	Pre-Tax Earnings Impact								Fair Value Impact
	At 12/31/20		Average		High		Low		At 12/31/20		Average		High		Low
	(in millions)
Instruments sensitive to:
Interest rates									$	91	$	142	$	308	$	76
Foreign currency rates	$	16	$	20	$	31	$	16
Commodity prices	6		25		42		6
	Pre-Tax Earnings Impact								Fair Value Impact
	At 12/31/19		Average		High		Low		At 12/31/19		Average		High		Low
	(in millions)
Instruments sensitive to:
Interest rates									$	86	$	70	$	97	$	49
Foreign currency rates	$	15	$	19	$	25	$	15
Commodity prices	11		13		14		11


																					Mondelēz International Shareholders’ Equity
	Mondelēz International Shareholders’ Equity																				Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Earnings/ (Losses)		Treasury Stock		Non-controlling Interest		Total Equity
	Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Earnings/ (Losses)			Treasury Stock			Non-controlling Interest			Total Equity
Balances at January 1, 2017	$	—	$	31,847	$	21,125		$	(11,118	)	$	(16,713	)	$	54		$	25,195
Comprehensive earnings/(losses):
Net earnings	—		—		2,828			—			—			14			2,842
Other comprehensive earnings/ (losses), net of income taxes	—		—		—			1,121			—			28			1,149
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 and other activities	—		—		—			—			—			(16		)	(16		)
Balances at December 31, 2017	$	—	$	31,915	$	22,631		$	(9,997	)	$	(18,555	)	$	80		$	26,074
Balances at January 1, 2018																				Balances at January 1, 2018	$	0	$	31,915	$	22,598	$	(10,013)	$	(18,555)	$	80	$	26,025
Comprehensive earnings/(losses):																				Comprehensive earnings/(losses):
Net earnings	—		—		3,381			—			—			14			3,395			Net earnings	—		—		3,317		—		—		14		3,331
Other comprehensive earnings/ (losses), net of income taxes	—		—		—			(633		)	—			(2		)	(635		)	Other comprehensive earnings/ (losses), net of income taxes	—		—		—		(631)		—		(2)		(633)
Exercise of stock options and issuance of other stock awards	—		46		(118		)	—			364			—			292			Exercise of stock options and issuance of other stock awards	—		46		(118)		—		364		—		292
Common Stock repurchased	—		—		—			—			(1,994		)	—			(1,994		)	Common Stock repurchased	—		—		—		—		(1,994)		—		(1,994)
Cash dividends declared ($0.96 per share)	—		—		(1,409		)	—			—			—			(1,409		)	Cash dividends declared ($0.96 per share)	—		—		(1,409)		—		—		—		(1,409)
Dividends paid on noncontrolling interest and other activities	—		—		6			—			—			(16		)	(10		)	Dividends paid on noncontrolling interest and other activities	—		—		6		—		—		(16)		(10)
Balances at December 31, 2018	$	—	$	31,961	$	24,491		$	(10,630	)	$	(20,185	)	$	76		$	25,713		Balances at December 31, 2018	$	0	$	31,961	$	24,394	$	(10,644)	$	(20,185)	$	76	$	25,602
Comprehensive earnings/(losses):																				Comprehensive earnings/(losses):
Net earnings	—		—		3,870			—			—			15			3,885			Net earnings	—		—		3,929		—		—		15		3,944
Other comprehensive earnings/ (losses), net of income taxes	—		—		—			372			—			(2		)	370			Other comprehensive earnings/ (losses), net of income taxes	—		—		—		390		—		(2)		388
Exercise of stock options and issuance of other stock awards	—		58		(132		)	—			545			—			471			Exercise of stock options and issuance of other stock awards	—		58		(132)		—		545		—		471
Common Stock repurchased	—		—		—			—			(1,499		)	—			(1,499		)	Common Stock repurchased	—		—		—		—		(1,499)		—		(1,499)
Cash dividends declared ($1.09 per share)	—		—		(1,576		)	—			—			—			(1,576		)	Cash dividends declared ($1.09 per share)	—		—		(1,576)		—		—		—		(1,576)
Dividends paid on noncontrolling interest and other activities	—		—		—			—			—			(13		)	(13		)	Dividends paid on noncontrolling interest and other activities	—		—		—		—		—		(13)		(13)
Balances at December 31, 2019	$	—	$	32,019	$	26,653		$	(10,258	)	$	(21,139	)	$	76		$	27,351		Balances at December 31, 2019	$	0	$	32,019	$	26,615	$	(10,254)	$	(21,139)	$	76	$	27,317
Comprehensive earnings/(losses):																				Comprehensive earnings/(losses):
Net earnings																				Net earnings	—		—		3,555		—		—		14		3,569
Other comprehensive earnings/ (losses), net of income taxes																				Other comprehensive earnings/ (losses), net of income taxes	—		—		—		(436)		—		13		(423)
Exercise of stock options and issuance of other stock awards																				Exercise of stock options and issuance of other stock awards	—		51		(59)		—		336		—		328
Common Stock repurchased																				Common Stock repurchased	—		—		—		—		(1,401)		—		(1,401)
Cash dividends declared ($1.20 per share)																				Cash dividends declared ($1.20 per share)	—		—		(1,718)		—		—		—		(1,718)
Dividends paid on noncontrolling interest and other activities																				Dividends paid on noncontrolling interest and other activities	—		—		9		—		—		(27)		(18)
Balances at December 31, 2020																				Balances at December 31, 2020	$	0	$	32,070	$	28,402	$	(10,690)	$	(22,204)	$	76	$	27,654


	Allowance for Trade Receivables		Allowance for Other Current Receivables		Allowance for Long-Term Receivables
	(in millions)
Balance at January 1, 2020	$	(35)	$	(44)	$	(14)





Current period provision for expected credit losses	(10)		(1)		(1)
Write-offs charged against the allowance	2		2		0

Currency	1		1		3
Balance at December 31, 2020	$	(42)	$	(42)	$	(12)


	(in millions)
Receivables	$	29
Inventory	38
Other current assets	5
Property, plant and equipment	136
Operating right of use assets	61
Definite-life intangible assets	511
Indefinite-life intangible assets	42
Goodwill	531
Assets acquired	$	1,353
Current liabilities	41
Deferred tax liabilities	92
Long-term operating lease liabilities	56
Long-term debt	6
Long-term other liabilities	19
Total purchase price	$	1,139
Less: cash received	3
Net Cash Paid	$	1,136



	For the Year Ended December 31, 2019
	(in millions)
Operating lease cost	$	222

Finance lease cost:
Amortization of right-of-use assets	29
Interest on lease liabilities	4

Short-term lease cost	39
Variable lease cost	474

Sublease income	(6		)

Total lease cost	$	762



	For the Year Ended December 31, 2019
	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(234	)
Operating cash flows from finance leases	(4		)
Financing cash flows from finance leases	(27		)

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	95
Finance leases	99



	As of December 31, 2019
	(in millions)
Operating Leases:
Operating lease right-of-use assets, net of amortization	$	568

Other current liabilities	$	178
Long-term operating lease liabilities	403
Total operating lease liabilities	$	581

Finance Leases:
Finance leases, net of amortization (within property, plant & equipment)	$	122

Current portion of long-term debt	$	32
Long-term debt	91
Total finance lease liabilities	$	123

Weighted Average Remaining Lease Term
Operating leases	5.2 years
Finance leases	4.6 years

Weighted Average Discount Rate
Operating leases	3.5		%
Finance leases	3.7		%


	For the Years Ended
	December 31, 2019				December 31, 2018
	As Reported		As Recast		As Reported		As Recast
	(in millions, except per share data)
Statements of Earnings
Equity method investment net earnings	$	442	$	501	$	548	$	484
Net earnings	3,885		3,944		3,395		3,331
Net earnings attributable to Mondelēz International	3,870		3,929		3,381		3,317
Earnings per share attributable to Mondelēz International:
Basic EPS	$	2.68	$	2.72	$	2.30	$	2.25
Diluted EPS	$	2.65	$	2.69	$	2.28	$	2.23

Statements of Other Comprehensive Earnings
Currency translation adjustment	$	299	$	300	$	(865)	$	(910)
Pension and other benefit plans	116		133		284		331
Derivative cash flow hedges	(45)		(45)		(54)		(54)
Total other comprehensive earnings/(losses)	370		388		(635)		(633)
Comprehensive earnings/(losses) attributable to Mondelēz International	4,242		4,319		2,748		2,686


~~(1)~~	Includes a basis difference of approximately $330 million as of December 31, 2019 and $340 million as of December 31, 2018 between the U.S. GAAP accounting basis for our equity method investments and the U.S. GAAP accounting basis of our investees’ equity.


	Severance and related costs		Asset Write-downs and Other (1)		Total
	(in millions)
Liability Balance, January 1, 2019	$	373	$	0	$	373
Charges	125		51		176
Cash spent	(162)		0		(162)
Non-cash settlements/adjustments	(31)		(51)		(82)
Currency	(4)		0		(4)
Liability Balance, December 31, 2019	$	301	$	0	$	301
Charges	168		(12)		156
Cash spent	(169)		0		(169)
Non-cash settlements/adjustments	(6)		12		6
Currency	10		0		10
Liability Balance, December 31, 2020	$	304	$	0	$	304



	Severance and related costs			Asset Write-downs			Total
	(in millions)
Liability Balance, January 1, 2018	$	464		$	—		$	464
Charges ⁽¹⁾	253			63			316
Cash spent	(310		)	—			(310		)
Non-cash settlements/adjustments	(4		)	(63		)	(67		)
Currency	(30		)	—			(30		)
Liability Balance, December 31, 2018	$	373		$	—		$	373
Charges ⁽¹⁾	125			51			176
Cash spent	(162		)	—			(162		)
Non-cash settlements/adjustments ⁽²⁾	(31		)	(51		)	(82		)
Currency	(4		)	—			(4		)
Liability Balance, December 31, 2019	$	301		$	—		$	301


~~(1)~~	~~Includes settlement losses of $5 million in 2019 and $5 million in 2018 recorded within benefit plan non-service income on our consolidated statements of earnings.~~


~~(2)~~	We adopted the new lease accounting ASU as of January 1, 2019. The ASU requires recording onerous lease liabilities netted with right of use assets. Therefore, during the first quarter of 2019, we reclassified onerous lease liabilities that totaled $23 million as of March 31, 2019, from accrued liabilities and other accrued liabilities to operating lease right of use assets.


	Latin America		AMEA		Europe		North America		Corporate		Total
	(in millions)
For the Year Ended December 31, 2020
Restructuring Costs	$	30	$	23	$	67	$	23	$	13	$	156
Implementation Costs	18		23		63		72		31		207
Total	$	48	$	46	$	130	$	95	$	44	$	363
For the Year Ended December 31, 2019
Restructuring Costs	$	24	$	18	$	105	$	16	$	13	$	176
Implementation Costs	50		38		103		52		29		272
Total	$	74	$	56	$	208	$	68	$	42	$	448
For the Year Ended December 31, 2018
Restructuring Costs	$	63	$	69	$	132	$	32	$	20	$	316
Implementation Costs	67		39		73		79		57		315
Total	$	130	$	108	$	205	$	111	$	77	$	631
Total Project (Inception to Date)
Restructuring Costs	$	547	$	558	$	1,143	$	492	$	142	$	2,882
Implementation Costs	287		229		511		456		338		1,821
Total	$	834	$	787	$	1,654	$	948	$	480	$	4,703


~~(1)~~	During 2017-2019, our North America region implementation costs included incremental costs that we incurred related to renegotiating collective bargaining agreements that expired in February 2016 for eight U.S. facilities and related to executing business continuity plans for the North America business.


~~(2)~~	Benefit plan non-service income amounts associated with restructuring program activities that are no longer recorded in segment operating income are included in the Corporate column in the table above for all periods presented. The Corporate column also includes minor adjustments for pension settlement losses and rounding.