UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

(Former name, former address and former fiscal year, if changed since last report)

Our interim condensed consolidated financial statements are unaudited. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of our results of operations, financial position and cash flows. Results of operations for any interim period are not necessarily indicative of future or annual results. For a complete set of consolidated financial statements and related notes, refer to our Annual Report on Form 10-K for the year ended December 31, 2017.2018.

The condensed consolidated financial statements include Mondelēz International, Inc. as well as our wholly owned and majority owned subsidiaries, except our Venezuelan subsidiaries. As ofsubsidiaries that were deconsolidated in 2015. All intercompany transactions are eliminated. The noncontrolling interest represents the close of the 2015 fiscal year, we deconsolidated and fully impaired our investmentnoncontrolling investors' interests in our Venezuelan operations. As such, for all periods presented, we have excluded the results of operations, financial positionsubsidiaries that we control and cash flows of our Venezuelan subsidiaries from our condensed consolidated financial statements.consolidate. We account for investments over which we exercise significant influence under the equity method of accounting. Investments over which we do not have significant influence or control are not material and are carried at cost as there is no readily determinable fair value for the equity interests.

We translate the results of operations of our subsidiaries from multiple currencies using average exchange rates during each period and translate balance sheet accounts using exchange rates at the end of each period. We record currency translation adjustments as a component of equity (except for highly inflationary currencies) and realized exchange gains and losses on transactions in earnings.

Highly inflationary accounting is triggered when a country’s three-year cumulative inflation rate exceeds 100%. It requires the remeasurement of financial statements of subsidiaries in the country from the functional currency of the subsidiary to our U.S. dollar reporting currency, with currency remeasurement gains or losses recorded in earnings. As discussed below, beginning on July 1, 2018, we began to apply highly inflationary accounting for our operations in Argentina.

We account for transfers of financial assets, such as uncommitted revolving non-recourse accounts receivable factoring arrangements, when we have surrendered control over the related assets. Determining whether control has transferred requires an evaluation of relevant legal considerations, an assessment of the nature and extent of our continuing involvement with the assets transferred and any other relevant considerations. We use receivable factoring arrangements periodically when circumstances are favorable to manage liquidity. We have non-recourse factoring arrangements in which we sell eligible trade receivables primarily to banks in exchange for cash. We may then continue to collect the receivables sold, acting solely as a collecting agent on behalf of the banks. The outstanding principal amount of receivables under these arrangements amounted to $769$808 million as of September 30, 2018March 31, 2019 and $843$819 million as of December 31, 2017.2018. The incremental cost of factoring receivables under this arrangement was not material for all periods presented. The proceeds from the sales of receivables are included in cash from operating activities in the condensed consolidated statements of cash flows.

In AugustOctober 2018, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") that permits the use of the Secured Overnight Financing Rate ("SOFR") Overnight Index Swap ("OIS") Rate as a U.S. benchmark interest rate for hedge accounting purposes. We adopted the new standard on January 1, 2019 and there was no material impact to our consolidated financial statements upon adoption.

In August 2018, the FASB issued an ASU that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for

internal-use software. This ASU is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We are currently assessing the impact on our consolidated financial statements.

In August 2018, the FASB issued an ASU that modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The ASU is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The new standard may impact our disclosures and is not expected to have an impact on our consolidated financial statements.

In August 2018, the FASB issued an ASU that modifies the disclosure requirements on fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The new standard may impact our disclosures and is not expected to have an impact on our consolidated financial statements.

In June 2018, the FASB issued an ASU that requires entities to record share-based payment transactions for acquiring goods and services from non-employees at fair value as of adoption date. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. This ASU is not expected to have aWe adopted the standard as of January 1, 2019 and there was no material impact onto our consolidated financial statements.

In February 2018, the FASB issued an ASU that permits entities to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the 2017 enactment of U.S. tax reform legislation. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently assessingdid not elect to reclassify these stranded tax effects from U.S. tax reform when we adopted this ASU in the first quarter of 2019. As such, this ASU did not have a material impact on our consolidated financial statements. Our policy is to release stranded tax effects from accumulated other comprehensive income under the portfolio method rather than on an individual item by item basis.

The impact of adopting the standard included the initial designrecognition as of changes to our business processes to meet the newJanuary 1, 2019, of $710 million of lease accountingrelated assets and disclosure requirements. At this time, we are unable to reasonably estimate the expected increase in assets and$730 million of lease related liabilities on our condensed consolidated balance sheetsheet. The transition method we elected for our operating leases.

On June 7, 2018, we acquired a U.S. premium biscuit company, Tate’s Bake Shop, within our North America segment for $528 million cash paid, net of cash received, and extended our premium biscuit offerings. We paid $528 million, net of cash received, and we expect to finalize the purchase price paid later this yearand related purchase price allocation once final working capital and other adjustments are confirmed.finalized. We accounted for the transaction as a business combination. We are working to complete the valuation work and haveAs of March 31, 2019, we recorded a preliminary purchase price allocation of $40$45 million to definite-lived intangible assets, $170$205 million to indefinite-lived intangible assets, $335$298 million to goodwill, $16 million to property, plant and equipment, $5 million to inventory, $9 million to accounts receivable, $6 million to current liabilities and $41$44 million to deferred tax liabilities.

Inventories consisted of the following:

Property, plant and equipment consisted of the following:

For the ninethree months ended September 30, 2018,March 31, 2019, capital expenditures of $810$265 million excluded $249$218 million of accrued capital expenditures remaining unpaid at September 30,March 31, 2019 and included payment for a portion of the $331 million of capital expenditures that were accrued and unpaid at December 31, 2018. For the three months ended March 31,

2018, capital expenditures of $284 million excluded $252 million of accrued capital expenditures remaining unpaid at March 31, 2018 and included payment for a portion of the $357 million of capital expenditures that were accrued and unpaid at December 31, 2017. For the nine months ended September 30, 2017, capital expenditures of $721 million excluded $220 million of accrued capital expenditures remaining unpaid at September 30, 2017 and included payment for a portion of the $343 million of capital expenditures that were accrued and unpaid at December 31, 2016.

Goodwill by segment was:

Intangible assets consisted of the following:

Amortization expense for intangible assets was $44 million for the three months ended March 31, 2019 and $132 million for the nine months ended September 30, 2018 and $45$44 million for the three months and $133 million for the nine months ended September 30, 2017.March 31, 2018. For the next five years, we currently estimate annual

amortization expense of approximately $175 million for the next threetwo years and approximately $85 million in years four andthree to five (reflecting September 30, 2018March 31, 2019 exchange rates).

Changes in goodwill and intangible assets consisted of:

During our 2018 annual testing of non-amortizable intangible assets, we recorded $68 million of impairment charges in the third quarter of 2018 related to five trademarks. The impairments arose due to lower than expected product growth. We recorded charges related to gum, chocolate, biscuits and candy trademarks of $45 million in Europe, $14 million in North America and $9 million in AMEA. 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 primarily use a relief of royalty valuation method, which utilizes estimates of future sales, growth rates, royalty rates and discount rates in determining a brand's global fair value. We also identified seven brands, including the five impaired trademarks, with $546$537 million of aggregate book value as of September 30, 2018March 31, 2019, that each had a fair value in excess of book value of 10% or less. We believe our current plans for each of these brands will allow them to continue to not be impaired, but if the product line 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.

On May 6, 2014, our Board of Directors approved a $3.5 billion 2014-2018 restructuring program and up to $2.2 billion of capital expenditures. On August 31, 2016, our Board of Directors approved a $600 million reallocation between restructuring program cash costs and capital expenditures so the $5.7 billion program consisted of approximately $4.1 billion of restructuring program charges ($3.1 billion cash costs and $1.0 billion non-cash costs) and up to $1.6 billion of capital expenditures.

The primary objective of the Simplify to Grow Program is to reduce our operating cost structure in both our supply chain and overhead costs. The program covers severance as well as asset disposals and other manufacturing and procurement-related one-time costs. Since inception, we have incurred total restructuring and related implementation charges of $3.7$4.0 billion related to the Simplify to Grow Program. We expect to incur the program charges by year-end 2022.

During the three and nine months ended September 30,March 31, 2019 and March 31, 2018, and September 30, 2017, and since inception of the Simplify to Grow Program, we recorded the following restructuring and implementation costs within segment operating income and earnings before income taxes:

Our short-term borrowings and related weighted-average interest rates consisted of:

As of September 30, 2018,March 31, 2019, commercial paper issued and outstanding had between 1 and 8281 days remaining to maturity. Commercial paper borrowings increased since year end primarily as a result of issuances to finance the payment of long-term debt maturities, dividend payments and share repurchases during the year.

Some of our international subsidiaries maintain primarily uncommitted credit lines to meet short-term working capital needs. Collectively, these credit lines amounted to $1.9$1.7 billion at September 30, 2018March 31, 2019 and $2.0$1.7 billion at December 31, 2017.2018. Borrowings on these lines were $209$533 million at September 30, 2018March 31, 2019 and $107$138 million at December 31, 2017.2018.

On April 2, 2018, in connection with the tender offer described below, we entered into a $2.0 billion revolving credit agreement for a 364-day senior unsecured credit facility that is scheduled to expire on April 1, 2019. The agreement includes the same terms and conditions as our existing $4.5 billion multi-year credit facility discussed below. On April 17, 2018, we borrowed $714 million on this facility to fund the debt tender described below and availability under the facility was reduced to match the borrowed amount. On May 7, 2018, we repaid the $714 million from the net proceeds received from the May 2018 $2.5 billion long-term debt issuance and terminated this credit facility.

On February 27, 2019, we entered into a $4.5 billion multi-year senior unsecured revolving credit facility for general corporate purposes, including working capital needs, and to support our commercial paper program. On October 14, 2016, theThis agreement replaces our $4.5 billion amended and restated five-year revolving credit agreement, which wasdated as of October 14, 2016. The revolving credit agreement is scheduled to expire on October 11, 2018, was extended through October 11, 2021.February 27, 2024. The revolving credit agreement includes a covenant that we maintain a minimum shareholders’shareholders' equity of at least $24.6 billion, excluding accumulated other comprehensive earnings/(losses) and, the cumulative effects of any changes in accounting principles.principles and earnings/(losses) recognized in connection with the ongoing application of any mark-to-market accounting for pensions and other retirement plans. At September 30, 2018,March 31, 2019, we complied with this covenant as our shareholders’shareholders' equity, as defined by the covenant, was $36.1$36.3 billion. The revolving credit facility agreement also contains customary representations, covenants and events ofto default. There are no credit rating triggers, provisions or other financial covenants that could require us to post collateral as security. As of September 30, 2018,March 31, 2019, no amounts were drawn on the facility.

On February 1, 2018, $4782019, $400 million of our 6.125% U.S. dollar notes matured. The notes and accrued interest to date were paid with the issuance of commercial paper and cash on hand.

Our weighted-average interest rate on our total debt was 2.4% as of March 31, 2019, 2.3% as of September 30,December 31, 2018 and 2.1% as of December 31, 2017 and 2.2% as of December 31, 2016.2017.

The fair value of our short-term borrowings at September 30, 2018March 31, 2019 and December 31, 20172018 reflects current market interest rates and approximates the amounts we have recorded on our condensed consolidated balance sheets. The fair value of our long-term debt was determined using quoted prices in active markets (Level 1 valuation data) for the publicly traded debt obligations. At September 30,March 31, 2019, the aggregate fair value of our total debt was $19,944 million and its carrying value was $19,420 million. At December 31, 2018, the aggregate fair value of our total debt was $20,364$18,650 million and its carrying value was $20,064 million. At December 31, 2017, the aggregate fair value of our total debt was $18,354 million and its carrying value was $17,652$18,372 million.

Interest and other expense, net consisted of: