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MONDELEZ INTERNATIONAL, INC.
FORM 10-K
(Annual Report)
Filed 03/03/14 for the Period Ending 12/31/13
Address THREE PARKWAY NORTH
DEERFIELD, IL 60015
Telephone 847-943-4000
CIK 0001103982
Symbol MDLZ
SIC Code 2000 - Food and kindred products
Industry Food Processing
Sector Consumer/Non-Cyclical
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2014, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    MONDELEZ INTERNATIONAL, INC. FORM 10-K (Annual Report) Filed 03/03/14 for the Period Ending 12/31/13 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year THREE PARKWAY NORTH DEERFIELD, IL 60015 847-943-4000 0001103982 MDLZ 2000 - Food and kindred products Food Processing Consumer/Non-...

  • Page 2
    ...NASDAQ Global Select Market Floating Rate Notes due 2015 New York Stock Exchange LLC 1.125% Notes due 2017 New York Stock Exchange LLC 2.375% Notes due 2021 New York Stock Exchange LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well...

  • Page 3
    ...to the closing price of such stock on June 30, 2013, was $51 billion. At January 31, 2014, there were 1,700,976,286 shares of the registrant's Class A Common Stock outstanding. Documents Incorporated by Reference Portions of the registrant's definitive proxy statement to be filed with the Securities...

  • Page 4
    ... 2011 Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011 Notes to Consolidated Financial Statements Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers and...

  • Page 5
    ...On October 1, 2012, following the spin-off of our North American grocery operations to our shareholders, we changed our name from Kraft Foods Inc. to MondelÄ"z International, Inc. to reflect our new standalone global snack food and beverage business and our vision to create a more delicious world in...

  • Page 6
    ..., learning communities to share ideas and execute plans more efficiently and effectively. Transform Snacking . Our global Power Brands are the heart of our competitive advantage. Our Power Brands include global brands such as Oreo and LU biscuits, Cadbury Dairy Milk and Milka chocolate, Halls candy...

  • Page 7
    ... and net revenues by segment . 2013 For the Years Ended December 31, 2012 2011 Latin America Asia Pacific EEMEA Europe North America Total Segment Operating Income Our brands span five consumer sectors Biscuits (including cookies, crackers and salted snacks) Chocolate Gum & Candy Beverages Cheese...

  • Page 8
    ... and Acquisitions Spin-Off of Kraft Foods Group: On October 1, 2012 (the "Distribution Date"), we completed the spin-off of our North American grocery business, Kraft Foods Group, Inc. ("Kraft Foods Group"), to our shareholders (the "Spin-Off"). Along with our other food and beverage categories, we...

  • Page 9
    ... retail food outlets. We distribute our products through direct store delivery, company-owned and satellite warehouses, distribution centers and other facilities. We also use the services of independent sales offices and agents in some of our international locations. We conduct our marketing efforts...

  • Page 10
    ...our business. From time to time, we grant third parties licenses to use one or more of our trademarks in connection with the manufacture, sale or distribution of third party products. Similarly, we sell some products under brands we license from third parties. In our agreement with Kraft Foods Group...

  • Page 11
    ... North America and President of Operations, Technology, Information Systems and Kraft Foods, Canada, Mexico and Puerto Rico. Mr. Brearton became Executive Vice President and Chief Financial Officer in May 2011. Prior to that, he served as Executive Vice President, Operations and Business Services...

  • Page 12
    ...of Directors of MB Financial Inc., a financial services provider. Mr. Myers is Executive Vice President, Integrated Supply Chain, a position he has held since he joined MondelÄ"z International in September 2011. Prior to that, he worked for Procter & Gamble, a consumer products company, for 33 years...

  • Page 13
    ... July 2004 to July 2007 and Senior Director, International Sales, Kraft Foods International from January 2000 to June 2004. Mr. Weber joined MondelÄ"z International in 1988. Ms. West became Executive Vice President and Chief Category and Marketing Officer in August 2010. Prior to that, she served...

  • Page 14
    ...are major international food, snack and beverage companies that, like us, operate in multiple geographic areas. We compete based on price, product innovation, product quality, brand recognition and loyalty, effectiveness of sales and marketing, routes to market and distribution networks, promotional...

  • Page 15
    ...increasingly powerful retailers continue to demand lower pricing and develop their own brands. The loss of a significant customer or a material reduction in sales, or a change in the mix of products we sell to a significant customer, could materially and adversely affect our product sales, financial...

  • Page 16
    ... our costs. Our activities throughout the world are highly regulated and subject to government oversight. Various laws and regulations govern food production, storage, distribution, sales, advertising and marketing, as well as licensing, trade, labor, tax and environmental matters, and health and...

  • Page 17
    ...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 transactions; minimize adverse effects on existing business relationships with suppliers and customers; achieve accurate...

  • Page 18
    ... adversely affect our business, product sales, financial condition and results of operations. Failure to maintain effective internal control over financial reporting could adversely affect our reputation, results of operations and stock price. The accuracy of our financial reporting depends on the...

  • Page 19
    ... affect our financial condition and results of operations. Volatility in the equity markets, interest rates or other factors could substantially increase our pension costs. We sponsor a number of defined benefit pension plans for our employees throughout the world. At the end of 2013, the projected...

  • Page 20
    ... to bankruptcy. (See Note 10, Benefit Plans , to the consolidated financial statements for more information.) A significant increase in our pension funding requirements could have a negative impact on our ability to invest in the business and adversely affect our financial condition and results of...

  • Page 21
    ... 2013, the independent arbitrator in our dispute with Starbucks issued a decision and Final Award that Kraft Foods Global, Inc. (now Kraft Foods Group), the named party in the proceeding, had proven that it was entitled to recover and that Starbucks must pay $2,764 million in total cash compensation...

  • Page 22
    ..., based on the market prices at the end of each fiscal year through and including December 31, 2013, and reinvestment of dividends (also taking into account the value of Kraft Foods Group shares distributed in the Spin-Off). The vertical line below indicates the October 1, 2012 Spin-Off date and is...

  • Page 23
    ... to us by employees who used shares to exercise options and to pay the related taxes for grants of restricted and deferred stock that vested, totaling 27,921 shares, 570 shares and 3,926 shares for the fiscal months of October, November and December 2013, respectively. (2) During 2013, our Board of...

  • Page 24
    ... and the Annual Report on Form 10-K for the year ended December 31, 2012, for additional information on the Cadbury acquisition in 2010. (4) Per Share and Other Data includes Kraft Foods Group data for periods prior to the October 1, 2012 Spin-Off date. (5) Refer to the Equity and Dividend s section...

  • Page 25
    ... product mix to drive margin gains and grow earnings per share in the top-tier of our peer group. Business and Segment Reorganization Effective as of January 1, 2013, we reorganized our operations and management into five reportable operating segments Latin America Asia Pacific Eastern Europe...

  • Page 26
    ...Ä"z International from continuing operations and excludes the following items discussed below: Spin-Off Costs and related costs, 2012-2014 Restructuring Program costs, Integration Program costs and other acquisition integration costs, a benefit from the resolution of a Cadbury acquisition-related...

  • Page 27
    ... in remaining share repurchase capacity. In December 2013, a dispute over a license and supply agreement between Starbucks Coffee Company ("Starbucks") and Kraft Foods Group was resolved when an independent arbitrator issued a decision and Final Award that resulted in Starbucks paying $2.8 billion...

  • Page 28
    ... and our market share within the food and beverage categories in which we sell our products. In 2013, our Organic Net Revenues grew faster than the global categories as we expanded market share in a number of the categories. Growth in the global categories slowed from approximately 6% in 2012 to...

  • Page 29
    ... business unit costs which were historically allocated to Kraft Foods Group and continued at MondelÄ"z International after the Spin-Off. These costs include primarily corporate overheads, information systems and sales force support. On a pre-tax basis, through the date of the Spin-Off, these costs...

  • Page 30
    ...paid Kraft Foods Group $95 million to cash settle the net trade payables and receivables and which are also reflected in table above. In March 2013, we collected $55 million from Kraft Foods Group related to the cash settlement of stock awards held by our respective employees at the time of the Spin...

  • Page 31
    ... our financial statements in any of the periods presented. In 2013, we sold properties in Italy, the United Kingdom and Norway within our Europe segment and in India within our Asia Pacific segment. The Europe property sales generated $29 million in pre-tax net gains and $37 million of cash proceeds...

  • Page 32
    ... in distribution, marketing and product development. We achieved cost savings of approximately $800 million one year ahead of schedule and achieved our planned revenue synergies by December 31, 2013. To achieve the expected annual cost savings and synergies and integrate the two businesses, we...

  • Page 33
    ... subsidiaries as well as other factors. Our 2013 effective tax rate of 2.5% was favorably impacted by the mix of pre-tax income in various foreign jurisdictions, net tax benefits from discrete one-time events and the non-taxable portion of the Cadbury acquisition related indemnification resolution...

  • Page 34
    ... except Asia Pacific. Higher net pricing in Latin America, primarily related to Venezuela, Argentina and Brazil, and in North America was partially offset by lower net pricing in Europe, Asia Pacific and EEMEA, primarily due to lower coffee prices. Unfavorable foreign currency decreased net revenues...

  • Page 35
    ...and North America was partially offset by lower net pricing in Europe, Asia Pacific and EEMEA, primarily due to lower coffee pricing. Total selling, general and administrative expenses decreased $497 million from 2012, due in part to lower Spin-Off Costs, a benefit from the resolution of the Cadbury...

  • Page 36
    ...to the timing of price increases to cover rising foreign exchange transaction costs on imported raw materials in the second half of the year, and the unfavorable currency impact due to the devaluation of our net monetary assets in Venezuela, partially offset by the benefit of leverage on our selling...

  • Page 37
    ... debt on January 1, 2012 from the utilization of funds received from the $6 billion of notes Kraft Foods Group issued directly and cash proceeds distributed to us in June 2012 in connection with our Spin-Off capitalization plan. (6) On December 18, 2013, we completed a cash tender offer and retired...

  • Page 38
    concluded with the IRS in August 2013. As a result, we recorded a favorable pre-tax impact of $385 million ($363 million net of tax) in 2013 due to the reversal of the accrued liability in excess of the amount we paid to DPSG under the Tax Indemnity. 32

  • Page 39
    ... the prior year, was realized across all reportable segments as we increased pricing to offset higher input costs. Favorable volume/mix was driven by higher shipments in Asia Pacific, EEMEA and Europe, partially offset by lower shipments in North America, driven primarily by the completion of a co...

  • Page 40
    ...for the nine months prior to the Spin-Off and transfer of the benefit plan obligations to Kraft Foods Group. Higher net pricing, including the impact of pricing actions taken in the prior year, outpaced increased input costs during 2012. The increase in input costs was driven by higher raw material...

  • Page 41
    hedging activities, and overhead leverage, partially offset by the impact of higher advertising and consumer promotion costs. 34

  • Page 42
    ... utilization of funds received from the $6 billion of notes Kraft Foods Group issued directly and cash proceeds distributed to us in June 2012 in connection with our Spin-Off capitalization plan. (5) Spin-Off costs include $444 million of pre-tax Spin-Off Costs in selling, general and administrative...

  • Page 43
    ...by location and Europe and North America by product category. The following discussion compares our segment results from continuing operations for the following periods: 2013 For the Years Ended December 31, 2012 (in millions) 2011 Net revenues: Latin America Asia Pacific EEMEA Europe North America...

  • Page 44
    ...business in Italy. In 2011, there were no significant divestitures. In 2013, we sold properties in Italy, the United Kingdom and Norway within our Europe segment and in India within our Asia Pacific segment. The Europe property sales generated $29 million in pre-tax net gains and $37 million of cash...

  • Page 45
    ... the Tax Indemnity. The 2013 decrease in interest and other expense, net was due primarily to the absence of Spin-Off Costs within interest expense as we recorded $609 million of Spin-Off Costs within interest expense in 2012, a reduction of long-term debt and a benefit from the Cadbury acquisition...

  • Page 46
    ...and Chile. Higher net pricing was reflected across the entire region, largely Argentina and Venezuela. Segment operating income increased $10 million (1.3%), due primarily to higher net pricing, favorable volume/mix, lower Integration Program costs and lower other selling, general and administrative...

  • Page 47
    ... volume/mix was driven by the region's emerging markets, primarily India, China, the Philippines and Malaysia, as well as in the region's developed markets of Australia/New Zealand. Segment operating income decreased $145 million (22.1%), due primarily to higher raw material costs, lower net pricing...

  • Page 48
    ...of the region, primarily South Africa, Turkey, Egypt and Ukraine. Segment operating income increased $73 million (16.9%), due primarily to lower manufacturing costs, higher net pricing, gain on the sale of property in Russia, lower Integration Program costs and favorable volume/mix, partially offset...

  • Page 49
    ...in April 2012), lower manufacturing costs, higher net pricing, lower other selling, general and administrative expenses (which includes a $44 million benefit related to the reversal of reserves carried over from the Cadbury acquisition in 2010 no longer required), and favorable volume/mix, partially...

  • Page 50
    ...in biscuits and candy, partially offset by lower net pricing in gum. Segment operating income increased $108 million (13.8%), due primarily to favorable volume/mix, lower pension expenses due to the transfer of certain benefit plan obligations to Kraft Foods Group in the Spin-Off, higher net pricing...

  • Page 51
    ... a number of amounts in our consolidated financial statements. Significant accounting policy elections, estimates and assumptions include, among others, pension and benefit plan assumptions, valuation assumptions of goodwill and intangible assets, useful lives of long-lived assets, marketing program...

  • Page 52
    .... For reporting units within our North America and Europe geographic units, we used a market-based, weighted-average cost of capital of 6.6% to discount the projected cash flows of those operations. For our Latin America, Asia Pacific and EEMEA reporting units, we used a risk-rated discount rate of...

  • Page 53
    ... 2013, 2012 and 2011: 2013 2012 (in millions) 2011 U.S. pension plan cost Non-U.S. pension plan cost Postretirement health care cost Postemployment benefit plan cost Employee savings plan cost Multiemployer pension plan contributions Multiemployer medical plan contributions Net expense for employee...

  • Page 54
    ... related to certain benefit plan obligations transferred to Kraft Foods Group in the Spin-Off and other 2012 one-time costs, partially offset by increased benefit plan expenses in 2013 due to lower discount rates. The 2012 net expense for employee benefit plans of $607 million increased by $89...

  • Page 55
    ...and increased to 4.00% from 3.81% for our non-U.S. pension plans. We model U.S., Canadian, Eurozone and United Kingdom discount rates using a portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the benefit obligations. We developed the...

  • Page 56
    ...interest rates. We manage market risk by limiting the types of derivative instruments and derivative strategies we use and the degree of market risk that we plan to hedge through the use of derivative instruments. Income Taxes: We recognize tax benefits in our financial statements when uncertain tax...

  • Page 57
    ... on world markets as well as from local grower cooperatives. Green coffee bean prices are affected by the quality and availability of supply, changes in the value of the U.S. dollar in relation to other currencies and consumer demand for coffee products. In 2013, coffee bean costs fell dramatically...

  • Page 58
    ... new capital structure and dividend rate following the Spin-Off and higher short-term borrowings. The increase in net cash provided by financing activities in 2012 relative to 2011 was primarily due to higher proceeds from the issuance of long-term debt (including notes issued by Kraft Foods Group...

  • Page 59
    ... to the amount we paid to retire the debt in excess of its carrying value and from recognizing unamortized discounts and deferred financing costs in earnings at the time of the debt extinguishment. We also recognized $4 million in interest expense related to interest rate cash flow hedges which were...

  • Page 60
    ...% Notes due in 2040 On June 4, 2012, Kraft Foods Group issued $6.0 billion of senior unsecured U.S. dollar notes and distributed $5.9 billion of net proceeds to us in connection with the Spin-Off capitalization plan. We used the proceeds to pay $3.6 billion of outstanding commercial paper borrowings...

  • Page 61
    ... the stock repurchase program at any time, without notice. Dividends: We paid dividends of $943 million in 2013, $2,058 million in 2012 and $2,043 million in 2011. Immediately following the Spin-Off of Kraft Foods Group on October 1, 2012, our share of the Kraft Foods Inc. annual dividend rate was...

  • Page 62
    ...costs, income taxes, insurance accruals and other accruals. We are unable to reliably estimate the timing of the payments (or contributions beyond 2014, in the case of accrued pension costs) for these items. We currently expect to make approximately $319 million in contributions to our pension plans...

  • Page 63
    ...Ä"z International from continuing operations excluding the impact of Spin-Off Costs, pension costs related to the obligations transferred in the Spin-Off, the 2012-2014 Restructuring Program, the Integration Program and other acquisition integration costs, the benefit from the Cadbury acquisition...

  • Page 64
    Table of Contents Organic Net Revenues Using the definition of "Organic Net Revenues" above, the only adjustments made to "net revenues" (the most comparable U.S. GAAP financial measure) were to exclude the impact of acquisitions, divestitures, Integration Program costs, accounting calendar changes ...

  • Page 65
    ... U.S. GAAP financial measure) were to exclude Spin-Off Costs, pension costs related to obligations transferred in the Spin-Off, 2012-2014 Restructuring Program costs, the Integration Program and other acquisition integration costs, the benefit from the Cadbury acquisition-related indemnification...

  • Page 66
    ... U.S. GAAP financial measure) were to exclude Spin-Off Costs, pension costs related to obligations transferred in the Spin-Off, 2012-2014 Restructuring Program costs, the Integration Program and other acquisition integration costs, the benefit from the Cadbury acquisition-related indemnification...

  • Page 67
    ... exchange rates, commodity prices and interest rates. We also sell commodity futures to unprice future purchase commitments, and we occasionally use related futures to cross-hedge a commodity exposure. We are not a party to leveraged derivatives and, by policy, do not use financial instruments...

  • Page 68
    ...of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of...

  • Page 69
    Table of Contents MondelÄ"z International, Inc. and Subsidiaries Consolidated Statements of Earnings For the Years Ended December 31 (in millions of U.S. dollars, except per share data) 2013 2012 2011 Net revenues Cost of sales Gross profit Selling, general and administrative expenses Asset ...

  • Page 70
    ... International, Inc. and Subsidiaries Consolidated Statements of Comprehensive Earnings For the Years Ended December 31 (in millions of U.S. dollars) 2013 2012 2011 Net earnings Other comprehensive earnings / (losses): Currency translation adjustment: Translation adjustment Tax (expense) / benefit...

  • Page 71
    ... income taxes Accrued pension costs Accrued postretirement health care costs Other liabilities TOTAL LIABILITIES Commitments and Contingencies (Note 12) EQUITY Common Stock, no par value (1,996,537,778 shares issued as of December 31, 2013 and 2012) Additional paid-in capital Retained earnings...

  • Page 72
    ... stock awards Cash dividends declared ($1.00 per share) Spin-Off of Kraft Foods Group, Inc. Dividends paid on noncontrolling interest and other activities Balances at December 31, 2012 Comprehensive earnings / (losses): Net earnings Other comprehensive losses, net of income taxes Exercise of stock...

  • Page 73
    ... BY / (USED IN) INVESTING ACTIVITIES Capital expenditures Acquisitions, net of cash received Proceeds from divestitures, net of disbursements Cash received from / (transferred to) Kraft Foods Group related to the Spin-Off Proceeds from sale of property, plant and equipment and other Net cash used in...

  • Page 74
    ...Ä"z International," "we," "us" and "our"), sells food and beverage products to consumers in approximately 165 countries. Discontinued Operation : On October 1, 2012, we completed the spin-off of our former North American grocery business, Kraft Foods Group, Inc. ("Kraft Foods Group") by distributing...

  • Page 75
    ... we file subsequent reports on Form 10-Q. Our revised quarterly financial data for the years ended December 31, 2013 and December 31, 2012 is presented in Note 18, Quarterly Financial Data (unaudited) . The effects of the prior period corrections on the annual consolidated financial statements are...

  • Page 76
    ...) 32,276 For the Years Ended December 31, Reported 2012 Correction Revised Reported (in millions) 2011 Correction Revised Net earnings Deferred income tax (benefit) / provision Other non-cash expense, net Change in other current liabilities Net cash provided by operating activities 3,055 410 48...

  • Page 77
    ... a number of amounts in our consolidated financial statements. Significant accounting policy elections, estimates and assumptions include, among others, pension and benefit plan assumptions, valuation assumptions of goodwill and intangible assets, useful lives of long-lived assets, marketing program...

  • Page 78
    .... For reporting units within our North America and Europe geographic units, we used a market-based, weighted-average cost of capital of 6.6% to discount the projected cash flows of those operations. For our Latin America, Asia Pacific and EEMEA reporting units, we used a risk-rated discount rate of...

  • Page 79
    ... benefit plans cover most salaried and certain hourly employees. The cost of these plans is charged to expense over the working life of the covered employees. Financial Instruments: We use certain financial instruments to manage our foreign currency exchange rate, commodity price and interest rate...

  • Page 80
    ...futures and options; and interest rate swaps to manage our exposure to cash flow variability, protect the value of our existing foreign currency assets and liabilities and protect the value of our debt. See Note 9, Financial Instruments , to the consolidated financial statements for more information...

  • Page 81
    ... have an impact on our financial statements, but will allow us to use another U.S. benchmark interest rate in derivative transactions we designate as hedges for accounting purposes in the future. In March 2013, the FASB issued an accounting standards update on a parent company's accounting for the...

  • Page 82
    ... and Acquisition Spin-off Kraft Foods Group: On October 1, 2012 (the "Distribution Date"), we completed the spin-off of our North American grocery business, Kraft Foods Group, Inc. ("Kraft Foods Group"), to our shareholders (the "Spin-Off"). Along with our other food and beverage categories, we...

  • Page 83
    ...paid Kraft Foods Group $95 million to cash settle the net trade payables and receivables and which are also reflected in table above. In March 2013, we collected $55 million from Kraft Foods Group related to the cash settlement of stock awards held by our respective employees at the time of the Spin...

  • Page 84
    ... 2013, the independent arbitrator in our dispute with Starbucks issued a decision and Final Award that Kraft Foods Global, Inc. (now Kraft Foods Group), the named party in the proceeding, had proven that it was entitled to recover and that Starbucks must pay $2,764 million in total cash compensation...

  • Page 85
    ...costs and are further described in Note 6, 2012-2014 Restructuring Program . Note 5. Goodwill and Intangible Assets At December 31, 2013 and 2012, goodwill by reportable segment, revised to reflect our new segment structure, was: 2013 (in millions) 2012 Latin America Asia Pacific EEMEA Europe North...

  • Page 86
    ...Non-amortizable intangible assets consist principally of brand names purchased through our acquisitions of Nabisco Holdings Corp., the Spanish and Portuguese operations of United Biscuits, the global LU Biscuit business of Groupe Danone S.A. and Cadbury Limited. Amortizable intangible assets consist...

  • Page 87
    ...Ä"z International and Kraft Foods Group were each set up to operate efficiently and execute on our respective business strategies upon separation and in the future. Of the $1.5 billion of anticipated 2012-2014 Restructuring Program costs, we retained approximately $925 million and Kraft Foods Group...

  • Page 88
    ... in distribution, marketing and product development. We achieved cost savings of approximately $800 million one year ahead of schedule and achieved our planned revenue synergies by December 31, 2013. To achieve the expected annual cost savings and synergies and integrate the two businesses, we...

  • Page 89
    ... employees and charges in connection with the Europe reorganization. We also reversed approximately $15 million of cost savings initiative program costs across the North America, Europe and EEMEA segments. Note 8. Debt and Borrowing Arrangements Short-Term Borrowings: At December 31, 2013 and 2012...

  • Page 90
    ... we paid to retire the debt in excess of its carrying value and from recognizing unamortized discounts and deferred financing costs in earnings at the time of the debt extinguishment. The loss on extinguishment is included in long-term debt repayments in the 2013 consolidated statement of cash flows...

  • Page 91
    ...% Notes due in 2040 On June 4, 2012, Kraft Foods Group issued $6.0 billion of senior unsecured U.S. Dollar notes and distributed $5.9 billion of net proceeds to us in connection with the Spin-Off capitalization plan. We used the proceeds to pay $3.6 billion of outstanding commercial paper borrowings...

  • Page 92
    ... 2013 were determined using: Quoted Prices in Active Markets Significant for Identical Other Observable Assets Inputs (Level 1) (Level 2) (in millions) Significant Unobservable Inputs (Level 3) Total Fair Value of Net Asset / (Liability) Foreign exchange contracts Commodity contracts Interest rate...

  • Page 93
    ... consist of exchange-traded commodity futures and listed options. The fair value of these instruments is determined based on quoted market prices on commodity exchanges. Our exchange-traded derivatives are generally subject to master netting arrangements which permit net settlement of transactions...

  • Page 94
    ...) In 2012, we recognized a pre-tax loss of $556 million in interest and other expenses, net related to certain forward-starting interest rate swaps for which the planned timing of the related forecasted debt was changed in connection with our Spin-Off plans and related debt capitalization plans. In...

  • Page 95
    ... of taxes) for commodity cash flow hedges, unrealized losses of $6 million (net of taxes) for foreign currency cash flow hedges and unrealized losses of $1 million (net of taxes) for interest rate cash flow hedges to earnings during the next 12 months. As of December 31, 2013, we hedged transactions...

  • Page 96
    ...projected benefit obligations, plan assets and funded status of our pension plans at December 31, 2013 and 2012 were: U.S. Plans 2013 2012 (in millions) 2013 Non-U.S. Plans 2012 Benefit obligation at January 1 Service cost Interest cost Benefits paid Settlements paid Actuarial (gains) / losses Spin...

  • Page 97
    ...saving initiatives and retired employees who elected lump-sum payments resulted in net settlement losses for our U.S. plans of $1 million in 2013, $113 million in 2012 and $105 million in 2011 (2012 and 2011 includes amounts related to the discontinued operation of Kraft Foods Group). Non-U.S. plant...

  • Page 98
    ...million of prior service cost. We used the following weighted-average assumptions to determine our net pension cost for the years ended December 31: 2013 U.S. Plans 2012 2011 2013 Non-U.S. Plans 2012 2011 Discount rate Expected rate of return on plan assets Rate of compensation increase 4.20% 7.75...

  • Page 99
    .... The market approach utilizes prices and other relevant information generated by market transactions, type of security, degree of liquidity, restrictions on the disposition, latest round of financing data, company financial statements, relevant valuation multiples and discounted cash flow analyses...

  • Page 100
    ... divested with the Spin-Off of Kraft Foods Group. The percentage of fair value of pension plan assets at December 31, 2013 and 2012 was: U.S. Plans Asset Category 2013 2012 2013 Non-U.S. Plans 2012 Equity securities Fixed-income securities Real estate Hedge funds Private equity Cash Other Total 93...

  • Page 101
    ... in tax and other benefit laws, significant differences between expected and actual pension asset performance or interest rates, or other factors. Future Benefit Payments: The estimated future benefit payments from our pension plans at December 31, 2013 were (in millions): Year ending: 2014 2015...

  • Page 102
    ... increases and reduction to benefit provisions. Our contributions to other multiemployer pension plans that were not individually significant were $6 million in 2013, $5 million in 2012 and $8 million in 2011. These contributions include contributions related to Kraft Foods Group employees...

  • Page 103
    ... an estimated $10 million of prior service credit. We used the following weighted-average assumptions to determine our net postretirement cost for the years ended December 31: 2013 U.S. Plans 2012 2011 2013 Non-U.S. Plans 2012 2011 Discount rate Health care cost trend rate 4.20% 7.50% 4.47% 7.00...

  • Page 104
    ... postemployment plans are primarily not funded. The changes in and the amount of the accrued benefit obligation at December 31, 2013 and 2012 were: 2013 (in millions) 2012 Accrued benefit obligation at January 1 Service cost Interest cost Benefits paid Assumption changes Actuarial losses Spin-Off...

  • Page 105
    ... by our respective employees at the time of the Spin-Off, we collected a $55 million cash net settlement for the awards from Kraft Foods Group in March 2013. Stock Options: Stock options are granted at an exercise price equal to the market value of the underlying stock on the grant date, generally...

  • Page 106
    98

  • Page 107
    ... our long-term incentive plan, and the market value per share was $26.24 on the date of grant. In February 2013, as part of our annual equity program, we issued 2.3 million shares of restricted and deferred stock to eligible employees, and the market value per restricted or deferred share was $27.05...

  • Page 108
    ... 2013, the independent arbitrator in our dispute with Starbucks issued a decision and Final Award that Kraft Foods Global, Inc. (now Kraft Foods Group), the named party in the proceeding, had proven that it was entitled to recover and that Starbucks must pay $2,764 million in total cash compensation...

  • Page 109
    ...and Dr Pepper Snapple Group, Inc. ("DPSG") Tax Sharing and Indemnification Agreement dated May 1, 2008 ("Tax Indemnity") for certain 2007 and 2008 transactions relating to the demerger of Cadbury's Americas Beverage business. A U.S. federal tax audit of DPSG for the 2006-2008 tax years was concluded...

  • Page 110
    ... consolidated financial statements were as follows: Location of Gain / (Loss) Recognized in Net Earnings 2013 (in millions) Pension and other benefits: Reclassification of losses / (gains) into net earnings: Amortization of experience losses and prior service costs (1) Settlement losses (1) Tax...

  • Page 111
    ... 2013 effective tax rate of 2.5% was favorably impacted by the mix of pre-tax income in various foreign jurisdictions, net tax benefits from discrete one-time events and the non-taxable portion of the Cadbury acquisition related indemnification resolution, partially offset by an unfavorable tax law...

  • Page 112
    ... during 2012 that reduced U.K. corporate income tax rates and net favorable tax audit settlements. Our 2011 revised effective tax rate of 6.2% was favorably impacted by the mix of pre-tax income in various foreign jurisdictions and net tax benefits of $253 million from discrete one-time events...

  • Page 113
    ... substantially all foreign income taxes, excluding Canadian income taxes, for all tax periods prior to the Spin-Off. In addition, we transferred to Kraft Foods Group all of its deferred tax assets and liabilities as of the Distribution Date. See Note 2, Divestitures and Acquisition. We are regularly...

  • Page 114
    ... snack food and beverage products, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy, coffee & powdered beverages and various cheese & grocery products. We manage our global business and report operating results through geographic units. Effective January 1, 2013, we...

  • Page 115
    ...of cash and cash equivalents, deferred income taxes, centrally held property, plant and equipment, prepaid pension assets and derivative financial instrument balances. For the Years Ended December 31, 2012 (in millions) 2013 2011 Depreciation expense: Latin America Asia Pacific EEMEA Europe North...

  • Page 116
    ...Net revenues by consumer sector were: $ $ 412 268 254 478 210 1,622 - 1,622 $ $ 220 250 227 414 217 1,328 282 1,610 $ $ 262 195 191 443 279 1,370 401 1,771 For the Year Ended December 31, 2013 Latin America Asia Pacific EEMEA (in millions) Europe North America Total Biscuits Chocolate Gum...

  • Page 117
    ... Geographic data for net revenues and long-lived assets were: 2013 For the Years Ended December 31, 2012 (in millions) 2011 Net revenues: United States Other Total net revenues $ $ 5,965 29,334 35,299 $ $ 5,974 29,041 35,015 $ $ 5,848 29,962 35,810 As of December 31, 2013 2012 (in millions...

  • Page 118
    ...on the revision of previously reported financial information. 2013 Quarters First Second Third Fourth Reported Correction Revised Reported Correction Revised Reported Correction Revised (in millions, except per share data) Net revenues Gross profit Provision for income taxes Earnings from continuing...

  • Page 119
    ... - $ 0.29 $ - $ 42.44 $ - $ 37.15 $ - $ 0.13 - $ 42.54 - $ 24.50 (1) The market prices in the table above reflect historical stock prices which were not adjusted to reflect the Kraft Foods Group Spin-Off on October 1, 2012. Basic and diluted EPS are computed independently for each of the periods...

  • Page 120
    ..., our disclosure controls and procedures were not effective as of December 31, 2013. In light of the weakness in internal control over financial reporting, prior to filing this Annual Report on Form 10-K, we completed substantive procedures, including validating, and in certain cases correcting, the...

  • Page 121
    ... public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2013, as stated in their report which appears herein. March 3, 2014 Remediation of the Material Weakness We are implementing the following specific controls to address...

  • Page 122
    ...Stockholder Matters. The number of shares to be issued upon exercise or vesting of awards issued under, and the number of shares remaining available for future issuance under, our equity compensation plans at December 31, 2013 were: Equity Compensation Plan Information Number of Securities Remaining...

  • Page 123
    ... 31, 2013 and 2012 Consolidated Statements of Equity for the Years Ended December 31, 2013, 2012 and 2011 Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm on...

  • Page 124
    ...'s Annual Report on Form 10-K filed with the SEC on February 25, 2013).* Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property, among Kraft Foods Global Brands LLC, Kraft Foods Group Brands LLC, Kraft Foods UK Ltd. and Kraft Foods R&D Inc., dated...

  • Page 125
    ....18 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 25, 2013). + Deferred Compensation Plan Trust Document, by and between MondelÄ"z Global LLC and Wilmington Trust Retirement and Institutional Services Company, dated as of September 18, 2012 (incorporated by reference...

  • Page 126
    ... Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The following materials from MondelÄ"z International's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, formatted in XBRL (eXtensible Business...

  • Page 127
    ... registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MONDELÄ'Z INTERNATIONAL, INC. By: /s/ DAVID A. BREARTON (David A. Brearton Executive Vice President and Chief Financial Officer) Date: March 3, 2014 Pursuant to the requirements of the...

  • Page 128
    119

  • Page 129
    ...the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated March 3, 2014 appearing in this Annual Report on Form 10-K of MondelÄ"z International, Inc. also included an audit of the financial statement schedule listed in...

  • Page 130
    ... Charged to Costs and Other Expenses Accounts (a) Col. D Col. E Balance at End of Period Descriptio n Deductions (b) 2013: Allowance for trade receivables Allowance for other current receivables Allowance for long-term receivables Allowance for deferred taxes 2012: Allowance for trade receivables...

  • Page 131
    ...-YEAR REVOLVING CREDIT AGREEMENT Dated as of October 11, 2013 Among MONDELÄ'Z INTERNATIONAL, INC. and THE INITIAL LENDERS NAMED HEREIN and JPMORGAN CHASE BANK, N.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as Co-Administrative Agents and JPMORGAN CHASE BANK, N.A., as Paying Agent and CITIBANK, N.A., as...

  • Page 132
    ... of Time Periods Accounting Terms ARTICLE II Amounts...Date Optional Prepayments of Pro Rata Advances Increased Costs Illegality Payments and Computations Taxes Sharing of Payments, Etc Evidence of Debt Commitment Increases Use of Proceeds Defaulting Lenders ARTICLE III Conditions to Effectiveness...

  • Page 133
    ... Covenants Negative Covenants ARTICLE VI Events of Default SECTION 6.01 SECTION 6.02 Events of Default Lenders' Rights upon Event of Default ARTICLE VII The Administrative ...Documentation Agents, Joint Bookrunners and Joint Lead Arrangers Withholding Tax ARTICLE VIII Guaranty SECTION 8.01 SECTION 8.02...

  • Page 134
    ...MondelÄ"z Form of Opinion of Internal Counsel for MondelÄ"z Form of Opinion of Counsel for Designated Subsidiary -iii- List of Lenders and Commitments - List of Applicable Lending Offices Amendments, Etc Notices, Etc. No Waiver; Remedies Costs and Expenses Right of Set-Off Binding Effect Assignments...

  • Page 135
    ... restated, supplemented or otherwise modified from time to time, this " Agreement ") dated as of October 11, 2013, among MONDELÄ'Z INTERNATIONAL, INC., a Virginia corporation (" MondelÄ"z "); the BANKS, FINANCIAL INSTITUTIONS and OTHER INSTITUTIONAL LENDERS listed on the signature pages hereof (the...

  • Page 136
    ... from Moody's (or, if there shall be no outstanding rated long-term senior unsecured Debt of MondelÄ"z, the long-term company, issuer or similar rating established by Moody's for MondelÄ"z), in each case on such date: Applicable Rating Facility Fee Rate A or higher by Standard & Poor's A2 or higher...

  • Page 137
    ...York, New York, from time to time, as the Administrative Agent's prime rate; (ii) 1/2 of one percent per annum above the Federal Funds Effective Rate; and (iii) the LIBO Rate for Dollars for a one month Interest Period appearing on Reuters Screen LIBOR01 on such day (or if such day is not a Business...

  • Page 138
    ... are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any LIBO Rate Advances or Floating Rate Bid Advances, on which dealings are carried on in the London interbank market and banks are open for business in London. " Co-Administrative Agent...

  • Page 139
    ...constitute an Event of Default but for the requirement that notice be given or time elapse or both. " Defaulting Lender " means any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to fund any portion of its Advances within three Business Days of the date required to...

  • Page 140
    ... a Lender, or such other office of such Lender as such Lender may from time to time specify to MondelÄ"z and the Administrative Agent. " Effective Date " has the meaning specified in Section 3.01. " Eligible Assignee " means (i) a commercial bank organized under the laws of the United States, or...

  • Page 141
    ... (i) the occurrence with respect to a Plan of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the Pension Benefit Guaranty Corporation (or any successor) (" PBGC "), or (ii) the requirements of subsection...

  • Page 142
    ... funds brokers of recognized standing selected by it. " Fee Letter " means the paying agent fee letter, dated as of September 20, 2013, among MondelÄ"z, the Paying Agent and J.P. Morgan Securities LLC. " Fixed Rate Bid Advance " means a Competitive Bid Advance bearing interest based on a fixed rate...

  • Page 143
    ... Taxes " means in the case of a Designated Subsidiary that is not a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code, withholding taxes imposed by the jurisdiction under the laws of which such Designated Subsidiary is organized, resident or doing business...

  • Page 144
    ... Bank Securities Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. " Lenders " means the Initial Lenders, any New Lender, any Augmenting Lender and their respective successors and permitted assignees. " LIBO Rate " means, with respect to any...

  • Page 145
    ..., partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof. " Plan " means a Single Employer Plan or a Multiple Employer...

  • Page 146
    ...or (b) was so maintained and in respect of which such Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated. " Standard & Poor's " means Standard & Poor's Ratings Group, a division of McGraw Hill Financial, Inc. -12-

  • Page 147
    ... Directors of such Person (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person, by such Person and one or...

  • Page 148
    ..., given not later than (x) 11:00 a.m. (New York City time) on the third Business Day prior to the date of the proposed Pro Rata Borrowing in the case of a Pro Rata Borrowing consisting of LIBO Rate Advances, or (y) 9:00 a.m. (New York City time) on the Business Day of the proposed Pro Rata Borrowing...

  • Page 149
    ... to such Borrower until the date such amount is repaid to the Administrative Agent, at: (i) in the case of such Borrower, the higher of (A) the interest rate applicable at the time to Pro Rata Advances comprising such Pro Rata Borrowing and (B) the cost of funds incurred by the Administrative Agent...

  • Page 150
    ... (1) the Base Rate in effect from time to time plus (2) the Applicable Interest Rate Margin in effect from time to time, payable in arrears quarterly on the last Business Day of each March, June, September and December, and on the date such Base Rate Advance shall be Converted or paid in full either...

  • Page 151
    ..., upon notice given to the Administrative Agent not later than 11:00 a.m. (New York City time) on the third Business Day prior to the date of the proposed Conversion; provided , however , that the Conversion of a LIBO Rate Advance into a Base Rate Advance may be made on, and only on, the last day of...

  • Page 152
    ... Borrower), before 9:30 a.m. (New York City time) (A) on the Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Bid Advances, and (B) on the third Business Day prior to the date of such proposed Competitive...

  • Page 153
    ...:00 noon (New York City time) on the Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Bid Advances and (B) before 12:00 noon (New York City time) on the third Business Day prior to the date of such proposed...

  • Page 154
    ... 11:00 a.m. (New York City time), on the date of such Competitive Bid Borrowing specified in the notice received from the Administrative Agent pursuant to Section 2.07(e)(i), make available for the account of its Applicable Lending Office to the Administrative Agent, at its address referred to in...

  • Page 155
    ... amount shall bear interest, after as well as before judgment, payable in arrears on the date or dates interest is payable on such Competitive Bid Advance, at a rate per annum equal at all times to 1% per annum above the rate per annum required to be paid on such Competitive Bid Advance under the...

  • Page 156
    ...hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date at the Applicable Facility Fee Rate, in each case payable on the last Business Day of each...

  • Page 157
    ...applicable, such fees, and at such times, as shall have been separately agreed between MondelÄ"z and the Administrative Agent or the Joint Lead Arrangers. SECTION 2.10 Optional Termination or Reduction of Commitments and Extension of Termination Date... Date, the Termination Date in effect at such time...

  • Page 158
    ... Borrower may, in the case of any LIBO Rate Advance, upon at least three Business Days' notice to the Administrative Agent or, in the case of any Base Rate Advance, upon notice given to the Administrative Agent not later than 9:00 a.m. (New York City time) on the date of the proposed prepayment, in...

  • Page 159
    ...error. (b) Reduction in Lender's Rate of Return . In the event that, after the date hereof, the implementation of or any change in any law or regulation, or any guideline or directive (whether or not having the force of law) or the interpretation, application or administration thereof by any central...

  • Page 160
    ... such payments for periods prior to such effective date directly between themselves. (b) Computation of Interest and Fees . All computations of interest based on the Administrative Agent's prime rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may...

  • Page 161
    ... with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent at the Federal Funds Effective Rate. SECTION 2.15 Taxes . (a) Any and all payments by each Borrower and MondelÄ"z hereunder or under...

  • Page 162
    ... (v) in the case of each Lender and the Administrative Agent, any Home Jurisdiction U.S. Withholding Tax to the extent that such tax is imposed with respect to any payments pursuant to any law in effect at the time such Lender becomes a party hereto (or changes its Applicable Lending Office), except...

  • Page 163
    ... in, Home Jurisdiction U.S. Withholding Tax in respect of any payments hereunder or under any Note (including, if applicable, two original Internal Revenue Service Forms W-9, W-8BEN or W-8ECI, as appropriate, or any successor or other form prescribed by the Internal Revenue Service or to the extent...

  • Page 164
    ... reasonable out-of-pocket costs incurred in obtaining such refund or credit and by any applicable taxes) promptly shall be paid to the applicable Borrower to the extent payment has been made in full by such Borrower pursuant to this Section 2.15. SECTION 2.16 Sharing of Payments, Etc . If any Lender...

  • Page 165
    ...each Borrower to each Lender hereunder and the Termination Date applicable thereto; and (iv) the amount of any sum received by the Administrative Agent from the Borrowers hereunder and each Lender's share thereof. (c) Evidence of Payment Obligations . Entries made in good faith by the Administrative...

  • Page 166
    ...Ä"z pursuant to the first sentence of paragraph (a) above or on such other date as shall be agreed upon by MondelÄ"z, the Administrative Agent and the applicable Augmenting Lenders. (d) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) or addition of...

  • Page 167
    ...it shall use such proceeds... In the event that each ...Effective Date. (b) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of MondelÄ"z, dated the Effective Date...

  • Page 168
    ... in the form of Exhibit E-2 hereto and (C) internal counsel for MondelÄ"z, substantially in the form of Exhibit E-3 hereto. (iv) A certificate of the chief financial officer or treasurer of MondelÄ"z certifying that as of December 31, 2012, (A) the aggregate amount of Debt, payment of which...

  • Page 169
    ... later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under Section 9.08 in order to allow such Lender to comply with "know your customer" regulations or any similar rules or regulations under applicable foreign laws. (g) Such other...

  • Page 170
    ... that the Effective Date shall have occurred and on the date of such Pro Rata Borrowing the following statements shall be true, and the acceptance by the applicable Borrower of the proceeds of such Pro Rata Borrowing shall be a representation by such Borrower or MondelÄ"z, as the case may be...

  • Page 171
    ... as disclosed in MondelÄ"z's Annual Report on Form 10-K for the year ended December 31, 2012, as amended, or in any Quarterly Report on Form 10-Q or Current Report on Form 8-K filed subsequent to December 31, 2012, but prior to October 11, 2013, since December 31, 2012, there has been no material...

  • Page 172
    ... in MondelÄ"z's Annual Report on Form 10-K for the year ended December 31, 2012, as amended, or in any Quarterly Report on Form 10-Q or Current Report on Form 8-K filed subsequent to December 31, 2012, but prior to October 11, 2013, and, with respect to Proceedings commenced after the date of the...

  • Page 173
    ..., certified by the chief financial officer of MondelÄ"z; (ii) as soon as available and in any event within 15 days after the due date for MondelÄ"z to have filed its Annual Report on Form 10-K with the Commission for each fiscal year, a copy of the consolidated financial statements for such year for...

  • Page 174
    case in violation of the FCPA, (b) for the purpose of funding payments in violation of other applicable Anti-Corruption Laws, (c) for the purpose of financing the activities of any Sanctioned Person in violation of applicable Anti-Corruption Laws or Sanctions or (d) in any manner that would result ...

  • Page 175
    ..., immediately before and after giving effect thereto, no Default or Event of Default would exist and, in the case of any merger or consolidation to which MondelÄ"z is a party, the surviving corporation is organized and existing under the laws of the United States of America or any State thereof or...

  • Page 176
    ... or termination of a Multiemployer Plan, in each case that would, individually or in the aggregate, materially adversely affect the financial condition or operations of MondelÄ"z and its Subsidiaries taken as a whole; provided , however , that no Default or Event of Default under this Section...

  • Page 177
    ... is a Designated Subsidiary, the Guaranty provided by MondelÄ"z under Article VIII hereof shall for any reason cease (other than in accordance with the provisions of Article VIII) to be valid and binding on MondelÄ"z or MondelÄ"z shall so state in writing. SECTION 6.02 Lenders' Rights upon Event of...

  • Page 178
    ... is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. SECTION 7.02 Administrative Agent's Reliance, Etc . Neither the Administrative Agent nor any of its directors, officers, agents or employees...

  • Page 179
    ...or Joint Lead Arranger, or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it...or the Borrowers. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05 applies ...

  • Page 180
    ... Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of such Lender for any reason (including...

  • Page 181
    ... other event affecting any term of a guaranteed Obligation; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Borrower or MondelÄ"z. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment...

  • Page 182
    ... amount shall be paid to MondelÄ"z in violation of the preceding sentence at any time prior to the later of the cash payment in full of the Obligations and all other amounts payable under this Guaranty and the Termination Date, such amount shall be held in trust for the benefit of the Administrative...

  • Page 183
    ... (or in the case of any Notice of Borrowing or Notice of Competitive Bid Borrowing, emailed), as follows: if to MondelÄ"z or any other Borrower: c/o MondelÄ"z International, Inc. Three Parkway North Deerfield, Illinois 60015 Attention: Executive Vice President and Chief Financial Officer -49-

  • Page 184
    ...; if to MondelÄ"z, as guarantor: MondelÄ"z International, Inc. Three Parkway North Deerfield, Illinois 60015 Attention: Vice President and Corporate Secretary Fax number: (570) 235-3005; if to any Initial Lender, at its Domestic Lending Office specified opposite its name on Schedule II hereto; if to...

  • Page 185
    ... Agent, pursuant to Article II, III or VII shall not be effective until received by the Administrative Agent, or if the date of receipt is not a Business Day, as of 9:00 a.m. (New York City time) on the next succeeding Business Day. Delivery by telecopier or email of an executed counterpart...

  • Page 186
    ... Borrower and MondelÄ"z jointly and severally agrees to indemnify and hold harmless each Agent, each Joint Lead Arranger and each Lender and each of their respective affiliates, control persons, directors, officers, employees, attorneys and agents (each, an " Indemnified Party ") from and against...

  • Page 187
    ... that, if such assignment is made pursuant to Section 9.07(h), MondelÄ"z shall pay or cause to be paid such $3,500 fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party...

  • Page 188
    ... and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee represents that (A) the source of any funds it is using to acquire...

  • Page 189
    ... at any reasonable time and from time to time upon reasonable prior notice. (e) Sale of Participation . Each Lender may sell participations to one ...amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or ...

  • Page 190
    ...name...information...registered form ...any time create...applicable law. (h) Replacement of Lenders . In the event...financial...case may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment...

  • Page 191
    ..., violate or otherwise be inconsistent with any internal policy (other than with respect to Designated Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is...

  • Page 192
    ... by law. (b) Appointment of Process Agent . MondelÄ"z agrees to appoint a Process Agent from the Effective Date through the repayment in full of all Obligations hereunder (i) to receive on behalf of MondelÄ"z, each Borrower and each Designated Subsidiary and their respective property service of...

  • Page 193
    ... Notes in any New York state or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (ii) To the extent permitted by applicable law, each of...

  • Page 194
    ...Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the " Patriot Act "), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of each Borrower and other information that will allow such Lender to identify...

  • Page 195
    ...the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. MONDELÄ'Z INTERNATIONAL, INC. By: /s/ Barbara Brasier Name: Barbara Brasier Title: Senior Vice President and Treasurer [MondelÄ"z Credit Agreement]

  • Page 196
    JPMORGAN CHASE BANK, N.A., as CoAdministrative Agent, Paying Agent and Lender By /s/ Barry Bergman Name: Barry Bergman Title: Managing Director J.P. MORGAN SECURITIES LLC, as Joint Bookrunner and Joint Lead Arranger By /s/ Thomas Delaney Name: Thomas Delaney Title: Executive Director [MondelÄ"z ...

  • Page 197
    ... INC., as Joint Bookrunner and Joint Lead Arranger By /s/ Ming K. Chu Name Ming K. Chu Title: Vice President By /s/ Virginia Cosenza Name: Virginia Cosenza Title: Vice President DEUTSCHE BANK AG NEW YORK BRANCH, as Co-Administrative Agent and Lender By /s/ Ming K. Chu Name: Ming K. Chu Title: Vice...

  • Page 198
    CITIBANK, N.A., as Syndication Agent and Lender By /s/ Lisa Huang Name: Lisa Huang Title: Vice President [MondelÄ"z Credit Agreement]

  • Page 199
    CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender By /s/ Vipul Dhadda Name: Vipul Dhadda Title: Authorized Signatory By /s/ Philipp Horat Name: Philipp Horat Title: Authorized Signatory [MondelÄ"z Credit Agreement]

  • Page 200
    HSBC SECURITIES (USA) INC., as Joint Bookrunner and Joint Lead Arranger By /s/ Richard A. Jackson Name: Richard A. Jackson Title: Managing Director HSBC BANK USA, N.A., as Co-Documentation Agent and Lender By /s/ Robert Devir Name: Robert Devir Title: Managing Director [MondelÄ"z Credit Agreement]

  • Page 201
    BANK OF AMERICA, as Lender By /s/ J. Casey Cosgrove Name: J. Casey Cosgrove Title: Director [MondelÄ"z Credit Agreement]

  • Page 202
    BARCLAYS BANK PLC, as Lender By /s/ Noam Azachi Name: NOAM AZACHI Title: VICE PRESIDENT [MondelÄ"z Credit Agreement]

  • Page 203
    BNP Paribas, as Lender By /s/ Andrew Strait Name: Andrew Strait Title: Managing Director By /s/ Andrea Sanger Name: Andrea Sanger Title: Vice President [MondelÄ"z Credit Agreement]

  • Page 204
    GOLDMAN SACHS BANK USA, as Lender By /s/ Mark Walton Name: Mark Walton Title: Authorized Signatory [MondelÄ"z Credit Agreement]

  • Page 205
    SOCIETE GENERALE, as Lender By /s/ Linda Tam Name: Linda Tam Title: Director [MondelÄ"z Credit Agreement]

  • Page 206
    THE ROYAL BANK OF SCOTLAND PLC, as Lender By /s/ Michaela V. Galluzzo Name: Michaela V. Galluzzo Title: Authorized Signatory [MondelÄ"z Credit Agreement]

  • Page 207
    UBS LOAN FINANCE LLC, as Lender By /s/ Lana Gifas Name: Lana Gifas Title: Director By /s/ Joselin Fernades Name: Joselin Fernades Title: Associate Director [MondelÄ"z Credit Agreement]

  • Page 208
    BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Lender By /s/ Brian Crowley Name: Brian Crowley Title: Executive Director By /s/ Veronica Incera Name: Veronica Incera Title: Executive Director [MondelÄ"z Credit Agreement]

  • Page 209
    COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Lender By /s/ Ignacio Campillo Name: Ignacio Campillo Title: Managing Director By /s/ Kelly Goudge Name: Kelly Goudge Title: Assistant Vice President [MondelÄ"z Credit Agreement]

  • Page 210
    CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lender By /s/ Blake Wright Name: Blake Wright Title: Managing Director By /s/ James Austin Name: James Austin Title: Vice President [MondelÄ"z Credit Agreement]

  • Page 211
    INTESA SANPAOLA S.P.A., as Lender By /s/ Glen Binder Name: Glen Binder Title: Vice President By /s/ Francesco Di Mario Name: Francesco Di Mario Title: FVP & Head of Credit [MondelÄ"z Credit Agreement]

  • Page 212
    MIZUHO BANK, LTD., as Lender By /s/ Donna DeMagistris Name: Donna DeMagistris Title: Authorized Signatory [MondelÄ"z Credit Agreement]

  • Page 213
    SOVEREIGN BANK, N.A., as Lender By /s/ William Maag Name: William Maag Title: Senior Vice President [MondelÄ"z Credit Agreement]

  • Page 214
    THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Lender By /s/ Harami Kambara Name: Harami Kambara Title: Authorized Signatory [MondelÄ"z Credit Agreement]

  • Page 215
    WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender By /s/ Daniel R. Van Aken Name: Daniel R. Van Aken Title: Director [MondelÄ"z Credit Agreement]

  • Page 216
    BANCO BRADESCO S.A., NEW YORK BRANCH, as Lender By /s/ Mauro Lopes Name: Mauro Lopes Title: Manager By /s/ Adrian de Albuquerque da Graca e Costa Name: Adrian de Albuquerque da Graca e Costa Title: Manager [MondelÄ"z Credit Agreement]

  • Page 217
    ING BANK N.V., DUBLIN BRANCH, as Lender By /s/ Padraig Matthews Name: Padraig Matthews Title: Vice President By /s/ Aidan Neill Name: Aidan Neill Title: Director [MondelÄ"z Credit Agreement]

  • Page 218
    NATIONAL AUSTRALIA BANK LIMITED, as Lender By /s/ Marcia Bockol Name: Marcia Bockol Title: Director [MondelÄ"z Credit Agreement]

  • Page 219
    THE NORTHERN TRUST COMPANY, as Lender By /s/ Karen Czys Name: Karen Czys Title: Second Vice President [MondelÄ"z Credit Agreement]

  • Page 220
    RB INTERNATIONAL FINANCE (USA) LLC, as Lender By /s/ John A. Valiska Name: John A. Valiska Title: First Vice President By /s/ Christoph Hoedl Name: Christoph Hoedl Title: FVP [MondelÄ"z Credit Agreement]

  • Page 221
    STANDARD CHARTERED BANK, as Lender By /s/ Johanna Minaya Name: Johanna Minaya Title: Associate Director By /s/ Robert K. Reddington Name: Robert K. Reddington Title: Credit Documentation Manager [MondelÄ"z Credit Agreement]

  • Page 222
    STATE STREET BANK & TRUST COMPANY, as Lender By /s/ Andrei Bourdine Name: Andrei Bourdine Title: Vice President [MondelÄ"z Credit Agreement]

  • Page 223
    Svenska Handelsbanken AB (publ), New York Branch, as Lender By /s/ Mark Emmett Name: Mark Emmett Title: Vice President By /s/ Mark Cleary Name: Mark Cleary Title: Deputy General Manager [MondelÄ"z Credit Agreement]

  • Page 224
    THE STANDARD BANK OF SOUTH AFRICA LIMITED, as Lender By /s/ Yusuf Noorbhai Name: Yusuf Noorbhai Title: Executive: IB Africa [MondelÄ"z Credit Agreement]

  • Page 225
    U.S. BANK NATIONAL ASSOCIATION, as Lender By /s/ Navneet Khanna Name: Navneet Khanna Title: Vice President [MondelÄ"z Credit Agreement]

  • Page 226
    ... date of death, Disability, or Normal Retirement. 3. Voting and Dividend Rights . During the Restriction Period, the Employee shall have the right to vote the Restricted Shares and to receive any dividends and other distributions with respect to the Restricted Shares, as paid, less applicable Tax...

  • Page 227
    ... withhold all applicable Tax-Related Items legally due by the Employee and any theoretical taxes from the Employee's wages or other cash compensation paid by the Company and/or the Employer. Alternatively, or in addition, the Company may (i) deduct the number of Restricted Shares having an aggregate...

  • Page 228
    ... Section 13(d) of the Plan) or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Restricted Shares, for tax purposes, the Employee is deemed to have been issued the full number of shares of Common Stock underlying the Award, notwithstanding...

  • Page 229
    ... of such claim; (k) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee's participation in the Plan, or the Employee's acquisition or sale of the underlying shares of Common Stock; (l) the Employee is hereby advised to...

  • Page 230
    ...dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock after the date of this Award, the Board of Directors of the Company or the Committee shall make adjustments to the number and kind of shares...

  • Page 231
    ... acquire or sell shares of Common Stock under the Plan during such times as the Employee is considered to have "inside information" (as defined by the laws of the applicable country). The requirements of these laws may or may not be consistent with the terms of any applicable Company insider trading...

  • Page 232
    ...Award Date; nonrejection of the Restricted Shares will constitute the Employee's acceptance of the Restricted Shares on the terms on which they are offered, as set forth in this Agreement and the Plan. IN WITNESS WHEREOF, this Restricted Stock Agreement has been duly executed as of February 19, 2014...

  • Page 233
    ... the Optionee to exercise up to the aggregate number of shares set forth in the Award Statement (the " Option Shares ") of the Company's Common Stock, at the Grant Price per share set forth in the Award Statement (the " Grant Price "). Capitalized terms not otherwise defined in this Non-Qualified...

  • Page 234
    ...period or garden leave payments, or other benefits under the MondelÄ"z International, Inc. Severance Pay Plan, or any similar plan maintained by the MondelÄ"z Group or through other such arrangements that may be entered into that give rise to separation or notice pay, except in any case in which the...

  • Page 235
    ...recapitalization, reclassification, distribution, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock after the date of this Award, the Board of Directors of the Company or the Committee...

  • Page 236
    ...This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall acquire any rights hereunder in accordance with this Agreement, the Award Statement or the Plan. 10. Governing Law . This Agreement shall be governed by the...

  • Page 237
    ... by any notice period; (l) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Optionee's participation in the Plan, or the Optionee's acquisition or sale of the underlying shares of Common Stock; (m) the Optionee is hereby...

  • Page 238
    ... A to the Company's Non-Qualified Non-U.S. Stock Option Award Agreement, depending on the country, the Optionee may become subject to insider trading and/or market abuse laws, which may affect the Optionee's ability to acquire or sell shares of Common Stock under the Plan during such times as the...

  • Page 239
    ... to the Company's NonQualified Non-U.S. Stock Option Award Agreement in the event of the Participant's relocation to one of the countries included in such Appendix) and the Plan. IN WITNESS WHEREOF, this Non-Qualified U.S. Stock Option Award Agreement has been granted as of February 19, 2014. MONDEL...

  • Page 240
    ... (or an Affiliate) from the date of the Notice through the last date of the applicable Performance Cycle or if the Participant is not an employee in good standing with the Company (or an Affiliate) on the date of payment in accordance with Section 3.5 of the LTI Plan, the LTIP Award shall thereupon...

  • Page 241
    ... the LTI Plan. 3. Payment . (a) Form and Time of Payment . (i) LTIP Award Share Payout . Subject to the terms of the LTI Plan, 2005 Plan and this Agreement, any LTIP Award that becomes payable in accordance with Section 2 hereof shall be paid in whole shares of Common Stock, which shall be issued in...

  • Page 242
    .... The Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, vesting, or payment of this LTIP Award or sale of shares of Common Stock issued pursuant to the LTIP Award, as the case may be, by deducting the number of shares of Common Stock having...

  • Page 243
    ... withholding arising from the granting, vesting or payment of this LTIP Award, the sale of shares of Common Stock issued pursuant to the LTIP Award or hypothetical withholding tax amounts if the Participant is covered under a Company tax equalization policy, as the case may be, by the remittance of...

  • Page 244
    ... calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension, retirement or welfare benefits; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty...

  • Page 245
    ...account). After such issuance, recordation and delivery, the Participant shall have all the rights of a shareholder of the Company, including with respect to the right to vote the Common Stock and the right to receive any cash or share dividends or other distributions paid to or made with respect to...

  • Page 246
    ... or any other applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Common Stock is listed or traded, as may be in effect from time to time. 11. Adjustments . The Performance Goals, as well as the manner...

  • Page 247
    ... Regarding LTIP Award . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the LTI Plan or the Participant's acquisition or sale of any shares of Common Stock issued in payment of the LTIP Award...

  • Page 248
    ...to acquire or sell shares of Common Stock under the Plan during such times as the Participant is considered to have "inside information" (as defined by the laws in the Participant's country). The requirements of these laws may or may not be consistent with the terms of any applicable Company insider...

  • Page 249
    IN WITNESS WHEREOF, this LTIP Award Agreement has been duly executed as of February 19, 2014. MONDELÄ'Z INTERNATIONAL, INC. /s/ Carol J. Ward Carol J. Ward Vice President and Corporate Secretary 10

  • Page 250
    ... of a work permit where applicable . The effective date of the appointment will be as soon as possible following the successful attainment of a proper visa for you to work for us in the United States. Annualized Compensation (Target Opportunity) Annual Base Salary Annual Incentive Plan (Target...

  • Page 251
    ... by the fair market value of MondelÄ"z International stock on the first business day of the performance cycle. The 2014-2016 performance shares will vest in early 2017. You will receive accumulated dividend payments at the end of the vesting period based on the actual number of shares vested. It is...

  • Page 252
    ... date of hire. You will be paid cash dividends on the restricted shares during the vesting period consistent in amount and timing with that of Common Stock shareholders. In the event that you are involuntarily terminated for reasons other than cause prior to the full vesting of your sign-on equity...

  • Page 253
    ... of paid time off. Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") If you are subject to US tax law and if you are a "specified employee" (within the meaning of Code section 409A) as of your separation from service (within the meaning of Code section 409A): (a) payment of...

  • Page 254
    MondelÄ"z Global LLC Deerfield, IL 60015 USA mondelezinternational.com first day of the seventh month following the date of your separation from service (within the meaning of Code section 409A); and (b) any welfare or other benefits (including under a severance arrangement) which the Company ...

  • Page 255
    ...Ä"z Global LLC Deerfield, IL 60015 USA mondelezinternational.com /s/ Karen May Karen May Executive Vice President Human Resources October 29, 2013 Date I agree to the terms and conditions stated therein and as outlined in the above Offer Letter. /s/ James Kehoe James Kehoe October 25, 2013 Date

  • Page 256
    EXHIBIT 12.1 MondelÄ"z International, Inc. and Subsidiaries Computation of Ratios of Earnings to Fixed Charges (in millions of dollars) 2013 2012 Years Ended December 31, 2011 2010 2009 Earnings from continuing operations before income taxes Add / (Deduct): Equity in net earnings of less than 50% ...

  • Page 257
    ...Ä"z International, Inc. Subsidiaries - 2013 Entity Name Country LU Algerie S.p.A. Cadbury Bebidas De Argentina S.A. Mondelez Argentina S.A. Nabisco Inversiones S.R.L. Van Mar SA Cadbury Finance Pty Limited Cadbury Marketing Services Pty Limited General Foods Pty. Ltd. KF (Australia) Pty. Ltd. Kraft...

  • Page 258
    ...Cafe Ltda. Mondelez Bulgaria AD Mondelez Bulgaria Production EOOD 152999 Canada Inc. 3072440 Nova Scotia Company Freezer Queen Foods (Canada) Limited Lowney, Inc. MCI Finance Inc. Mondelez Asia Pacific (Alberta) GP ULC Mondelez Canada Holdings Two ULC Mondelez Canada Holdings ULC Mondelez Canada Inc...

  • Page 259
    ... Mondelez Strasbourg Production S.N.C. MondelÄ"z Georgia LLC Carlton Lebensmittel Vertriebs GmbH Don Snack Foods Handelsgesellschaft GmbH Johann Jacobs GmbH Kraft Foods Deutschland Biscuits Grundstuecksverwaltungs GmbH & Co. KG Kraft Foods Deutschland Holding GmbH Kraft Foods Deutschland Holding...

  • Page 260
    ... Indonesia Trading Alreford Limited Berkeley Re Limited Cadbury Schweppes Ireland Limited Cadbury Schweppes Treasury America Cadbury Schweppes Treasury International Cadbury Schweppes Treasury Services Kraft Foods Ireland Intellectual Property Ltd Mondelez Ireland Limited Mondelez Ireland Production...

  • Page 261
    ... East S.A.L. AB Kraft Foods Lietuva UAB Mondelez Baltic UAB Mondelez Lietuva Production Kraft Foods Biscuit Financing Luxembourg Sarl Kraft Foods Financing Luxembourg Sarl Kraft Foods Luxembourg Sarl Adams Marketing (M) Sdn Bhd Cadbury Confectionery Malaysia Sdn. Bhd. Cadbury Confectionery Sales...

  • Page 262
    ...Kraft Foods North America and Asia B.V. Merola Finance B.V. Mondelez Espana Biscuits Holdings B.V. Mondelez International Selba B.V. Mondelez Nederland B.V. Mondelez Nederland Services B.V. Nabisco Holdings I B.V. Nabisco Holdings II B.V. Mondelez New Zealand Mondelez New Zealand Investments Cadbury...

  • Page 263
    ... for Trading LLC Nabisco Arabia Co. Ltd. Mondelez d.o.o. Beograd Cadbury Enterprises Pte. Ltd. Kraft Foods Holdings Singapore Pte. Ltd. Kraft Foods Trading Singapore Pte. Ltd. Kraft Helix Singapore Pte. Ltd. Kuan Enterprises Pte. Ltd. Mondelez Asia Pacific Pte. Ltd. Mondelez Business Services AP...

  • Page 264
    ...., Ltd. Nabisco International Limited (Trinidad) Kraft Foods (Trinidad) Unlimited Kent Gida Maddeleri Sanayii ve Ticaret Anonim Sirketi Cadbury South Africa (Holdings) Public Joint Stock Company MondelÄ"z Ukraina Dirol Cadbury Ukraine SFE LLC Chipsy LYUKS Mondelez Eastern Europe Middle East & Africe...

  • Page 265
    ... Kraft Foods Middle East & Africa Ltd. Kraft Foods UK Intellectual Property Limited Kraft Foods UK IP & Production Holdings Ltd. Kraft Russia Limited L. Rose & Co., Limited Mondelez UK Biscuit Financing Ltd Mondelez UK Confectionery Production Limited Mondelez UK Holdings & Services Limited Mondelez...

  • Page 266
    ... Foods Asia Pacific Services LLC Kraft Foods Biscuit Brands Kuan LLC Kraft Foods Brentwick LLC Kraft Foods Holdings LLC Kraft Foods International Beverages LLC Kraft Foods International Biscuit Holdings LLC Kraft Foods International Europe Holdings LLC Kraft Foods International Holdings Delaware LLC...

  • Page 267
    ... S.A. Mondelez Uruguay S.A. Nabisco Caribbean Export US Virgin Islands Cadbury Adams, S.A. Cadbury Beverages de Venezuela CA Compania Venezolana de Conservas C.A. Covenco Holding C.A. Kraft Foods Venezuela, C. A. Promotora Cadbury Adams, C.A. Tevalca Holdings C.A. Cadbury Schweppes Zimbabwe (Private...

  • Page 268
    ...and 33371266) of MondelÄ"z International, Inc. of our reports dated March 3, 2014 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appear in this Form 10-K. /s/ PricewaterhouseCoopers LLP Chicago...

  • Page 269
    ... information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. (b) Date: March 3, 2014 / S / IRENE B. ROSENFELD Irene B. Rosenfeld Chairman and Chief Executive Officer

  • Page 270
    ... financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. (b) Date: March 3, 2014 /s/ DAVID A. BREARTON David A. Brearton Executive Vice President and Chief...

  • Page 271
    ...'s Annual Report on Form 10-K fairly presents in all material respects MondelÄ"z International's financial condition and results of operations. / S / DAVID A. BREARTON David A. Brearton Executive Vice President and Chief Financial Officer March 3, 2014 A signed original of these written statements...