Mondelez 2012 Annual Report Download - page 93

Table of Contents
In January 2012, we granted 1.3 million shares of stock in connection with our long-term incentive plan, and the market value per
share was $37.63 on the date of grant. In February 2012, as part of our annual equity program, we issued 2.2 million shares of
restricted and deferred stock to eligible employees, and the market value per restricted or deferred share was $38.00 on the date of
grant. During 2012, we issued 1.5 million of additional restricted and deferred shares with a weighted-average market value per
share of $29.18, primarily in connection with our 2009 long-term incentive plan performance based awards and a special equity
award for our CEO. In aggregate, we issued 5.0 million restricted and deferred shares during 2012, including those issued as part
of our long-term incentive plan, with a weighted-average market value per share of $35.25.
In January 2011, we granted 1.5 million shares of stock in connection with our long-term incentive plan, and the market value per
share was $31.62 on the date of grant. In February 2011, as part of our annual equity program, we issued 2.6 million shares of
restricted and deferred stock to eligible employees, and the market value per restricted or deferred share was $31.83 on the date of
grant. During 2011, we issued 1.0 million of additional restricted and deferred shares with a weighted-average market value per
share of $33.02. In aggregate, we issued 5.1 million restricted and deferred shares during 2011, including those issued as part of
our long-term incentive plan, with a weighted-average market value per share of $31.97.
In January 2010, we granted 1.7 million shares of stock in connection with our long-term incentive plan, and the market value per
share was $27.33 on the date of grant. In February 2010, as part of our annual equity program, we issued 2.5 million shares of
restricted and deferred stock to eligible employees, and the market value per restricted or deferred share was $29.15 on the date of
grant. During 2010, we issued 1.6 million of additional restricted and deferred shares with a weighted-average market value per
share of $29.40, including shares issued to Cadbury employees under our annual equity program. In aggregate, we issued
5.8 million restricted and deferred shares during 2010, including those issued as part of our long-term incentive plan, with a
weighted
-average market value per share of $28.82.
The weighted-average grant date fair value of restricted and deferred stock granted was $175 million, or $35.25 per restricted or
deferred share, in 2012; $162 million, or $31.97 per restricted or deferred share, in 2011; $167 million, or $28.82 per restricted or
deferred share, in 2010. The vesting date fair value of restricted and deferred stock was $189 million in 2012, $135 million in 2011
and $117 million in 2010.
Note 12. Commitments and Contingencies
Legal Proceedings:
We routinely are involved in legal proceedings, claims, and governmental inspections or investigations (“Legal Matters”) arising in
the ordinary course of our business.
Competition authorities in certain Member States of the European Union have ongoing investigations into possible anticompetitive
activity in the fast moving consumer goods (“FMCG”)
sector, which includes products such as chocolate and coffee. On January 31,
2012, the German Federal Cartel Office (“FCO”) issued a press release stating that it had discontinued proceedings against our
wholly owned subsidiary, Kraft Foods Deutschland GmbH (
“KFD”), based on a settlement agreed between KFD and the FCO
following the FCO’s finding of an exchange of competitively sensitive information. The FCO also imposed fines against a former
KFD employee, as well as several other producers of confectionery. Due to KFD’s cooperation with the FCO in the matter, the fine
to resolve the matter against KFD was reduced to € 21.7 million.
A compliant and ethical corporate culture, which includes adhering to laws and industry regulations in all jurisdictions in which we
do business, is integral to our success. Accordingly, after we acquired Cadbury in February 2010 we began reviewing and
adjusting, as needed, Cadbury’s operations in light of U.S. and international standards as well as Kraft Foods’ policies and
practices. We initially focused on such high priority areas as food safety, the Foreign Corrupt Practices Act (“FCPA”) and antitrust.
Based upon Cadbury’s pre-acquisition policies and compliance programs and our post-acquisition reviews, our preliminary findings
indicated that Cadbury’s overall state of compliance was sound. Nonetheless, through our reviews, we determined that in certain
jurisdictions, including India, there appeared to be facts and circumstances warranting further investigation. We are continuing our
investigations in certain jurisdictions, including in India, and we continue to cooperate with governmental authorities.
As we previously disclosed, on February 1, 2011, we received a subpoena from the SEC in connection with an investigation under
the FCPA, primarily related to a facility in India that we acquired in the Cadbury acquisition. The subpoena primarily requests
information regarding dealings with Indian governmental agencies and officials to obtain approvals related to the operation of that
facility. We are cooperating with the U.S. and Indian governments in their investigations of these matters.
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