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

(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) | |
Tile of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
x | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | |||
Emerging growth company | |||||
Page No. | ||
PART I - | FINANCIAL INFORMATION | |
Item 1. | Financial Statements (Unaudited) | |
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II - | OTHER INFORMATION | |
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 6. | ||
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
Net revenues | $ | $ | |||||
Cost of sales | |||||||
Gross profit | |||||||
Selling, general and administrative expenses | |||||||
Asset impairment and exit costs | |||||||
Amortization of intangibles | |||||||
Operating income | |||||||
Benefit plan non-service income | ( | ) | ( | ) | |||
Interest and other expense, net | |||||||
Earnings before income taxes | |||||||
Provision for income taxes | ( | ) | ( | ) | |||
Gains on equity method investment transactions | |||||||
Equity method investment net earnings | |||||||
Net earnings | |||||||
Noncontrolling interest earnings | ( | ) | ( | ) | |||
Net earnings attributable to Mondelēz International | $ | $ | |||||
Per share data: | |||||||
Basic earnings per share attributable to Mondelēz International | $ | $ | |||||
Diluted earnings per share attributable to Mondelēz International | $ | $ | |||||
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
Net earnings | $ | $ | |||||
Other comprehensive earnings/(losses), net of tax: | |||||||
Currency translation adjustment | ( | ) | |||||
Pension and other benefit plans | |||||||
Derivative cash flow hedges | ( | ) | |||||
Total other comprehensive earnings/(losses) | ( | ) | |||||
Comprehensive earnings/(losses) | ( | ) | |||||
less: Comprehensive earnings/(losses) attributable to noncontrolling interests | |||||||
Comprehensive earnings/(losses) attributable to Mondelēz International | $ | ( | ) | $ | |||
March 31, 2020 | December 31, 2019 | ||||||
ASSETS | |||||||
Cash and cash equivalents | $ | $ | |||||
Trade receivables (net of allowances of $39 at March 31, 2020 and $35 at December 31, 2019) | |||||||
Other receivables (net of allowances of $40 at March 31, 2020 and $44 at December 31, 2019) | |||||||
Inventories, net | |||||||
Other current assets | |||||||
Total current assets | |||||||
Property, plant and equipment, net | |||||||
Operating lease right of use assets | |||||||
Goodwill | |||||||
Intangible assets, net | |||||||
Prepaid pension assets | |||||||
Deferred income taxes | |||||||
Equity method investments | |||||||
Other assets | |||||||
TOTAL ASSETS | $ | $ | |||||
LIABILITIES | |||||||
Short-term borrowings | $ | $ | |||||
Current portion of long-term debt | |||||||
Accounts payable | |||||||
Accrued marketing | |||||||
Accrued employment costs | |||||||
Other current liabilities | |||||||
Total current liabilities | |||||||
Long-term debt | |||||||
Long-term operating lease liabilities | |||||||
Deferred 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 (5,000,000,000 shares authorized and 1,996,537,778 shares issued at March 31, 2020 and December 31, 2019) | |||||||
Additional paid-in capital | |||||||
Retained earnings | |||||||
Accumulated other comprehensive losses | ( | ) | ( | ) | |||
Treasury stock, at cost (569,185,208 shares at March 31, 2020 and 561,531,524 shares at December 31, 2019) | ( | ) | ( | ) | |||
Total Mondelēz International Shareholders’ Equity | |||||||
Noncontrolling interest | |||||||
TOTAL EQUITY | |||||||
TOTAL LIABILITIES AND EQUITY | $ | $ | |||||
Mondelēz International Shareholders’ Equity | |||||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Earnings/ (Losses) | Treasury Stock | Non-controlling Interest | Total Equity | |||||||||||||||||||||
Three Months Ended March 31, 2020 | |||||||||||||||||||||||||||
Balances at January 1, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||
Comprehensive earnings/(losses): | |||||||||||||||||||||||||||
Net earnings | — | — | — | — | |||||||||||||||||||||||
Other comprehensive earnings/(losses), net of income taxes | — | — | — | ( | ) | — | ( | ) | ( | ) | |||||||||||||||||
Exercise of stock options and issuance of other stock awards | — | ( | ) | ( | ) | — | — | ||||||||||||||||||||
Common Stock repurchased | — | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||||
Cash dividends declared ($0.285 per share) | — | — | ( | ) | — | — | — | ( | ) | ||||||||||||||||||
Dividends paid on noncontrolling interest and other activities | — | — | — | — | — | ||||||||||||||||||||||
Balances at March 31, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||
Three Months Ended March 31, 2019 | |||||||||||||||||||||||||||
Balances at January 1, 2019 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||
Comprehensive earnings/(losses): | |||||||||||||||||||||||||||
Net earnings | — | — | — | — | |||||||||||||||||||||||
Other comprehensive earnings/(losses), net of income taxes | — | — | — | — | ( | ) | |||||||||||||||||||||
Exercise of stock options and issuance of other stock awards | — | ( | ) | ( | ) | — | — | ||||||||||||||||||||
Common Stock repurchased | — | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||||
Cash dividends declared ($0.26 per share) | — | — | ( | ) | — | — | — | ( | ) | ||||||||||||||||||
Balances at March 31, 2019 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES | |||||||
Net earnings | $ | $ | |||||
Adjustments to reconcile net earnings to operating cash flows: | |||||||
Depreciation and amortization | |||||||
Stock-based compensation expense | |||||||
Deferred income tax provision/(benefit) | ( | ) | |||||
Asset impairments and accelerated depreciation | |||||||
Gains on equity method investment transactions | ( | ) | ( | ) | |||
Equity method investment net earnings | ( | ) | ( | ) | |||
Distributions from equity method investments | |||||||
Other non-cash items, net | |||||||
Change in assets and liabilities, net of acquisitions and divestitures: | |||||||
Receivables, net | ( | ) | ( | ) | |||
Inventories, net | ( | ) | ( | ) | |||
Accounts payable | ( | ) | |||||
Other current assets | ( | ) | |||||
Other current liabilities | ( | ) | ( | ) | |||
Change in pension and postretirement assets and liabilities, net | ( | ) | ( | ) | |||
Net cash provided by operating activities | |||||||
CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES | |||||||
Capital expenditures | ( | ) | ( | ) | |||
Proceeds from divestitures including equity method investments | |||||||
Other | ( | ) | |||||
Net cash used in investing activities | ( | ) | ( | ) | |||
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES | |||||||
Issuances of commercial paper, maturities greater than 90 days | |||||||
Repayments of commercial paper, maturities greater than 90 days | ( | ) | ( | ) | |||
Net issuances of other short-term borrowings | |||||||
Long-term debt proceeds | |||||||
Long-term debt repaid | ( | ) | ( | ) | |||
Repurchase of Common Stock | ( | ) | ( | ) | |||
Dividends paid | ( | ) | ( | ) | |||
Other | |||||||
Net cash provided by financing activities | |||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ) | ( | ) | |||
Cash, cash equivalents and restricted cash: | |||||||
Increase | |||||||
Balance at beginning of period | |||||||
Balance at end of period | $ | $ | |||||
Allowance for Trade Receivables | Allowance for Other Current Receivables | Allowance for Long-Term Receivables | |||||||||
(in millions) | |||||||||||
Balance at January 1, 2020 | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||
Current period provision for expected credit losses | ( | ) | ( | ) | |||||||
Currency | |||||||||||
Balance at March 31, 2020 | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||
As of March 31, 2020 | As of December 31, 2019 | ||||||
(in millions) | |||||||
Raw materials | $ | $ | |||||
Finished product | |||||||
Inventory reserves | ( | ) | ( | ) | |||
Inventories, net | $ | $ | |||||
As of March 31, 2020 | As of December 31, 2019 | ||||||
(in millions) | |||||||
Land and land improvements | $ | $ | |||||
Buildings and building improvements | |||||||
Machinery and equipment | |||||||
Construction in progress | |||||||
Accumulated depreciation | ( | ) | ( | ) | |||
Property, plant and equipment, net | $ | $ | |||||
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions) | |||||||
Latin America | $ | $ | |||||
AMEA | ( | ) | |||||
Europe | |||||||
North America | |||||||
Non-cash property, plant and equipment write-downs | $ | $ | |||||
As of March 31, 2020 | As of December 31, 2019 | ||||||
(in millions) | |||||||
Latin America | $ | $ | |||||
AMEA | |||||||
Europe | |||||||
North America | |||||||
Goodwill | $ | $ | |||||
As of March 31, 2020 | As of December 31, 2019 | ||||||
(in millions) | |||||||
Non-amortizable intangible assets | $ | $ | |||||
Amortizable intangible assets | |||||||
Accumulated amortization | ( | ) | ( | ) | |||
Intangible assets, net | $ | $ | |||||
Goodwill | Intangible Assets, at cost | ||||||
(in millions) | |||||||
Balance at January 1, 2020 | $ | $ | |||||
Currency | ( | ) | ( | ) | |||
Balance at March 31, 2020 | $ | $ | |||||
Severance and related costs | Asset Write-downs | Total | |||||||||
(in millions) | |||||||||||
Liability balance, January 1, 2020 | $ | $ | $ | ||||||||
Charges | |||||||||||
Cash spent | ( | ) | ( | ) | |||||||
Non-cash settlements/adjustments | ( | ) | ( | ) | ( | ) | |||||
Currency | ( | ) | ( | ) | |||||||
Liability balance, March 31, 2020 | $ | $ | $ | ||||||||
Latin America | AMEA | Europe | North America (1) | Corporate (2) | Total | ||||||||||||||||||
(in millions) | |||||||||||||||||||||||
For the Three Months Ended March 31, 2020 | |||||||||||||||||||||||
Restructuring Costs | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||
Implementation Costs | |||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||
For the Three Months Ended March 31, 2019 | |||||||||||||||||||||||
Restructuring Costs | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Implementation Costs | |||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Total Project (3) | |||||||||||||||||||||||
Restructuring Costs | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Implementation Costs | |||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||
(1) | During 2019, our North America region implementation costs included incremental costs that we incurred related to renegotiating collective bargaining agreements that expired in February 2016 for eight U.S. facilities and related to executing business continuity plans for the North America business. |
(2) | The Corporate column includes minor adjustments for pension settlement losses and rounding. |
(3) | Includes all charges recorded since program inception on May 6, 2014 through March 31, 2020. |
As of March 31, 2020 | As of December 31, 2019 | ||||||||||||
Amount Outstanding | Weighted- Average Rate | Amount Outstanding | Weighted- Average Rate | ||||||||||
(in millions, except percentages) | |||||||||||||
Commercial paper | $ | % | $ | % | |||||||||
Credit facility borrowings | % | ||||||||||||
Bank loans | % | % | |||||||||||
Total short-term borrowings | $ | $ | |||||||||||
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions) | |||||||
Interest expense, debt | $ | $ | |||||
Loss related to interest rate swaps | |||||||
Other (income)/expense, net | ( | ) | ( | ) | |||
Interest and other expense, net | $ | $ | |||||
As of March 31, 2020 | As of December 31, 2019 | ||||||||||||||
Asset Derivatives | Liability Derivatives | Asset Derivatives | Liability Derivatives | ||||||||||||
(in millions) | |||||||||||||||
Derivatives designated as accounting hedges: | |||||||||||||||
Interest rate contracts | $ | $ | $ | $ | |||||||||||
Net investment hedge derivative contracts (1) | |||||||||||||||
$ | $ | $ | $ | ||||||||||||
Derivatives not designated as accounting hedges: | |||||||||||||||
Currency exchange contracts | $ | $ | $ | $ | |||||||||||
Commodity contracts | |||||||||||||||
$ | $ | $ | $ | ||||||||||||
Total fair value | $ | $ | $ | $ | |||||||||||
(1) | Net investment hedge derivative contracts consist of cross-currency interest rate swaps and forward contracts. We also designate some of our non-U.S. dollar denominated debt to hedge a portion of our net investments in our non-U.S. operations. This debt is not reflected in the table above, but is included in long-term debt discussed in Note 8, Debt and Borrowing Arrangements. Both net investment hedge derivative contracts and non-U.S. dollar denominated debt acting as net investment hedges are also disclosed in the Derivative Volume table and the Hedges of Net Investments in International Operations section appearing later in this footnote. |
As of March 31, 2020 | |||||||||||||||
Total Fair Value of Net Asset/(Liability) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
(in millions) | |||||||||||||||
Currency exchange contracts | $ | $ | $ | $ | |||||||||||
Commodity contracts | ( | ) | ( | ) | ( | ) | |||||||||
Interest rate contracts | |||||||||||||||
Net investment hedge contracts | |||||||||||||||
Total derivatives | $ | $ | ( | ) | $ | $ | |||||||||
As of December 31, 2019 | |||||||||||||||
Total Fair Value of Net Asset/(Liability) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
(in millions) | |||||||||||||||
Currency exchange contracts | $ | $ | $ | $ | |||||||||||
Commodity contracts | |||||||||||||||
Interest rate contracts | ( | ) | ( | ) | |||||||||||
Net investment hedge contracts | |||||||||||||||
Total derivatives | $ | $ | $ | $ | |||||||||||
Notional Amount | |||||||
As of March 31, 2020 | As of December 31, 2019 | ||||||
(in millions) | |||||||
Currency exchange contracts: | |||||||
Intercompany loans and forecasted interest payments | $ | $ | |||||
Forecasted transactions | |||||||
Commodity contracts | |||||||
Interest rate contracts | |||||||
Net investment hedges: | |||||||
Net investment hedge derivative contracts | |||||||
Non-U.S. dollar debt designated as net investment hedges | |||||||
Euro notes | |||||||
British pound sterling notes | |||||||
Swiss franc notes | |||||||
Canadian dollar notes | |||||||
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions) | |||||||
Accumulated (loss)/gain at beginning of period | $ | ( | ) | $ | ( | ) | |
Transfer of realized losses/(gains) in fair value to earnings | |||||||
Unrealized (loss)/gain in fair value | ( | ) | ( | ) | |||
Accumulated (loss)/gain at end of period | $ | ( | ) | $ | ( | ) | |
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions) | |||||||
Interest rate contracts | $ | ( | ) | $ | |||
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions) | |||||||
Interest rate contracts | $ | ( | ) | $ | ( | ) | |
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions) | |||||||
After-tax gain/(loss) on NIH contracts(1) | $ | $ | |||||
(1) | Amounts recorded for unsettled and settled NIH derivative contracts are recorded in the cumulative translation adjustment within other comprehensive earnings. The cash flows from the settled contracts are reported within other investing activities in the condensed consolidated statement of cash flows. |
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions) | |||||||
Amounts excluded from the assessment of hedge effectiveness(1) | $ | $ | |||||
(1) | We elected to record changes in the fair value of amounts excluded from the assessment of effectiveness in net earnings within interest and other expense, net. |
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions) | |||||||
Euro notes | $ | $ | |||||
British pound sterling notes | ( | ) | |||||
Swiss franc notes | ( | ) | |||||
Canadian notes | ( | ) | |||||
For the Three Months Ended March 31, | Location of Gain/(Loss) Recognized in Earnings | ||||||||
2020 | 2019 | ||||||||
(in millions) | |||||||||
Currency exchange contracts: | |||||||||
Intercompany loans and forecasted interest payments | $ | ( | ) | $ | Interest and other expense, net | ||||
Forecasted transactions | Cost of sales | ||||||||
Forecasted transactions | Interest and other expense, net | ||||||||
Forecasted transactions | ( | ) | Selling, general and administrative expenses | ||||||
Commodity contracts | ( | ) | Cost of sales | ||||||
Total | $ | ( | ) | $ | |||||
U.S. Plans | Non-U.S. Plans | ||||||||||||||
For the Three Months Ended March 31, | For the Three Months Ended March 31, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
(in millions) | |||||||||||||||
Service cost | $ | $ | $ | $ | |||||||||||
Interest cost | |||||||||||||||
Expected return on plan assets | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Amortization: | |||||||||||||||
Net loss from experience differences | |||||||||||||||
Prior service cost/(credit) | ( | ) | ( | ) | |||||||||||
Settlement losses and other expenses | |||||||||||||||
Net periodic pension cost | $ | $ | $ | ( | ) | $ | |||||||||
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions) | |||||||
Service cost | $ | $ | |||||
Interest cost | |||||||
Amortization: | |||||||
Net loss from experience differences | |||||||
Prior service credit | ( | ) | ( | ) | |||
Net periodic postretirement health care benefit | $ | ( | ) | $ | ( | ) | |
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions) | |||||||
Service cost | $ | $ | |||||
Interest cost | |||||||
Amortization of net gains | ( | ) | ( | ) | |||
Net periodic postemployment cost | $ | $ | |||||
Shares Subject to Option | Weighted- Average Exercise or Grant Price Per Share | Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||
Balance at January 1, 2020 | $ | $ | million | |||||||
Annual grant to eligible employees | ||||||||||
Additional options issued | ||||||||||
Total options granted | ||||||||||
Options exercised (1) | ( | ) | $ | million | ||||||
Options canceled | ( | ) | ||||||||
Balance at March 31, 2020 | $ | million | ||||||||
(1) | Cash received from options exercised was $ |
Number of Shares | Grant Date | Weighted-Average Fair Value Per Share (3) | Weighted-Average Aggregate Fair Value (3) | |||||||
Balance at January 1, 2020 | $ | |||||||||
Annual grant to eligible employees: | ||||||||||
Performance share units | ||||||||||
Deferred stock units | ||||||||||
Additional shares granted (1) | Various | |||||||||
Total shares granted | $ | million | ||||||||
Vested (2) | ( | ) | $ | million | ||||||
Forfeited | ( | ) | ||||||||
Balance at March 31, 2020 | ||||||||||
(1) | Includes performance share units and deferred stock units. |
(2) | The actual tax benefit/(expense) realized and recorded in the provision for income taxes for the tax deductions from the shares vested totaled less than $ |
(3) | The grant date fair value of performance share units is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of the Company’s stock on the grant date for performance-based components. The Monte Carlo simulation model incorporates the probability of achieving the total shareholder return market condition. Compensation expense is recognized using the grant date fair values regardless of whether the market condition is achieved, so long as the requisite service has been provided. |
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions) | |||||||
Currency Translation Adjustments: | |||||||
Balance at beginning of period | $ | ( | ) | $ | ( | ) | |
Currency translation adjustments | ( | ) | |||||
Tax (expense)/benefit | ( | ) | |||||
Other comprehensive earnings/(losses) | ( | ) | |||||
Less: other comprehensive (earnings)/loss attributable to noncontrolling interests | |||||||
Balance at end of period | ( | ) | ( | ) | |||
Pension and Other Benefit Plans: | |||||||
Balance at beginning of period | $ | ( | ) | $ | ( | ) | |
Net actuarial gain/(loss) arising during period | ( | ) | ( | ) | |||
Tax (expense)/benefit on net actuarial gain/(loss) | |||||||
Losses/(gains) reclassified into net earnings: | |||||||
Amortization of experience losses and prior service costs (1) | |||||||
Settlement losses and other expenses (1) | |||||||
Tax expense/(benefit) on reclassifications (2) | ( | ) | ( | ) | |||
Currency impact | ( | ) | |||||
Other comprehensive earnings/(losses) | |||||||
Balance at end of period | ( | ) | ( | ) | |||
Derivative Cash Flow Hedges: | |||||||
Balance at beginning of period | $ | ( | ) | $ | ( | ) | |
Net derivative gains/(losses) | ( | ) | ( | ) | |||
Tax (expense)/benefit on net derivative gain/(loss) | |||||||
Losses/(gains) reclassified into net earnings: | |||||||
Interest rate contracts (3) | |||||||
Tax expense/(benefit) on reclassifications (2) | ( | ) | |||||
Currency impact | |||||||
Other comprehensive earnings/(losses) | ( | ) | |||||
Balance at end of period | ( | ) | ( | ) | |||
Accumulated other comprehensive income attributable to Mondelēz International: | |||||||
Balance at beginning of period | $ | ( | ) | $ | ( | ) | |
Total other comprehensive earnings/(losses) | ( | ) | |||||
Less: other comprehensive (earnings)/loss attributable to noncontrolling interests | |||||||
Other comprehensive earnings/(losses) attributable to Mondelēz International | ( | ) | |||||
Balance at end of period | $ | ( | ) | $ | ( | ) | |
(1) | These reclassified losses are included in net periodic benefit costs disclosed in Note 10, Benefit Plans. |
(2) |
(3) |
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions, except per share data) | |||||||
Net earnings | $ | $ | |||||
Noncontrolling interest earnings | ( | ) | ( | ) | |||
Net earnings attributable to Mondelēz International | $ | $ | |||||
Weighted-average shares for basic EPS | |||||||
Plus incremental shares from assumed conversions of stock options and long-term incentive plan shares | |||||||
Weighted-average shares for diluted EPS | |||||||
Basic earnings per share attributable to Mondelēz International | $ | $ | |||||
Diluted earnings per share attributable to Mondelēz International | $ | $ | |||||
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions) | |||||||
Net revenues: | |||||||
Latin America | $ | $ | |||||
AMEA | |||||||
Europe | |||||||
North America | |||||||
Net revenues | $ | $ | |||||
Earnings before income taxes: | |||||||
Operating income: | |||||||
Latin America | $ | $ | |||||
AMEA | |||||||
Europe | |||||||
North America | |||||||
Unrealized (losses)/gains on hedging activities (mark-to-market impacts) | ( | ) | |||||
General corporate expenses | ( | ) | ( | ) | |||
Amortization of intangibles | ( | ) | ( | ) | |||
Acquisition-related costs | ( | ) | |||||
Operating income | |||||||
Benefit plan non-service income | |||||||
Interest and other expense, net | ( | ) | ( | ) | |||
Earnings before income taxes | $ | $ | |||||
For the Three Months Ended March 31, 2020 | |||||||||||||||||||
Latin America | AMEA | Europe | North America | Total | |||||||||||||||
(in millions) | |||||||||||||||||||
Biscuits | $ | $ | $ | $ | $ | ||||||||||||||
Chocolate | |||||||||||||||||||
Gum & Candy | |||||||||||||||||||
Beverages | |||||||||||||||||||
Cheese & Grocery | |||||||||||||||||||
Total net revenues | $ | $ | $ | $ | $ | ||||||||||||||
For the Three Months Ended March 31, 2019 | |||||||||||||||||||
Latin America | AMEA | Europe | North America | Total | |||||||||||||||
(in millions) | |||||||||||||||||||
Biscuits | $ | $ | $ | $ | $ | ||||||||||||||
Chocolate | |||||||||||||||||||
Gum & Candy | |||||||||||||||||||
Beverages | |||||||||||||||||||
Cheese & Grocery | |||||||||||||||||||
Total net revenues | $ | $ | $ | $ | $ | ||||||||||||||
• | We implemented enhanced protocols to provide a safe and sanitary working environment for our employees. In many locations, our employees are working remotely whenever possible. For employees who are unable to work remotely, we have adopted a number of heightened protocols, consistent with those prescribed by the World Health Organization, related to social distancing (including staggering lunchtimes and shifts where possible and restricting in-person gatherings and non-essential travel) and enhanced hygiene and workplace sanitation. At a local level, we have also provided additional flexibility and support to employees in our manufacturing facilities, distribution and logistics operations and sales organization. |
• | On March 23, 2020, we announced that we expect to hire 1,000 U.S. employees to promote the uninterrupted functioning of our U.S. distribution and sales network as we respond to additional marketplace demand and reinforce our workforce. |
• | We also announced a $15 million global commitment to assist those most impacted by COVID-19. We are supporting local and global organizations that are responding to food instability and providing emergency relief. |
• | We are leveraging learnings from our timely response to the initial outbreak in China, and we put in place procedures across our supply chain to help mitigate the risk that our manufacturing sites experience material closures or disruptions. |
• | We have been able to source raw ingredients, packaging, energy and transportation and deliver our products to our customers. |
• | We have not experienced material disruptions in our workforce; however, mandatory and voluntary stay-at-home restrictions have resulted in increased levels of absenteeism. |
• | Commodity costs have become more volatile due to the COVID-19 outbreak. Although we monitor our exposure to commodity prices and hedge against input price increases, we cannot fully hedge against changes in commodity costs, and our hedging strategies may not protect us from increases in specific raw material costs. We anticipate continued commodity cost volatility as the pandemic continues. |
• | We have experienced temporary disruptions in operations in some of our emerging markets that were not material to our consolidated results for the first quarter of 2020. The COVID-19 outbreak could disrupt our global supply chain, operations and routes to market or those of our suppliers, their suppliers, or our co-manufacturers or distributors. These disruptions or our failure to effectively respond to them could increase product or distribution costs, prices and potentially affect the availability of our products. |
• | Our first quarter net revenue and net earnings in U.S. dollars were negatively affected by currency translation losses from a generally stronger U.S. dollar relative to other currencies in the countries in which we operate. |
• | While our global supply chain and operations are currently not materially negatively affected, we do not know whether or how they may be negatively affected if the pandemic persists for an extended period. While we respond to this evolving situation, we intend to continue to execute on our strategic operating plans. However, disruptions or uncertainties like those noted above could result in delays or modifications to our plans and initiatives. |
• | During 2019, we generated $4.0 billion of cash from operations, or $3.0 billion after deducting capital expenditures. |
• | During the first quarter of 2020, we generated $284 million of cash from operations, or $70 million after capital expenditures. As discussed further in Note 8, Debt and Borrowing Arrangements, we also increased our borrowing capacity under our credit facilities to $10.25 billion, and on March 12, 2020, we borrowed $1.0 billion under one of the credit facilities as a strategic decision to increase cash on hand in light of the uncertainty in the global markets resulting from the COVID-19 outbreak. During the quarter, we also received $185 million of cash related to our participation in the Keurig Dr Pepper Inc. ("KDP") secondary offering, as a cautionary measure we suspended our share repurchase program in March and we repaid $662 million of maturing long-term debt. At March 31, 2020, we had $1.9 billion of cash and cash equivalents on hand and $9.25 billion of available net borrowing capacity under our credit facilities. |
• | In April 2020, we closed on the Give & Go acquisition in North America and paid approximately $1.2 billion from cash on hand and an increase in our borrowings under one of our credit facilities. We subsequently issued $1.0 billion of U.S. dollar denominated long-term notes and used the net proceeds to repay a portion of the amounts borrowed under one of our credit facilities. At April 28, 2020, our available net borrowing capacity under our credit facilities was $8.45 billion. Refer to Note 8, Debt and Borrowing Arrangements, for additional information. |
• | Based on our current access to cash and financing, we do not anticipate any issue in funding our next long-term debt maturities of approximately $750 million in May 2020 and approximately $140 million in October 2020. |
• | While the commercial paper market has become significantly more volatile in recent weeks, we have continued to be able to raise short-term financing from these markets. We have also been able to draw on our available credit facilities and access funds through existing lines of credit and intercompany loans. We may also issue additional long-term debt this year. We have been, and we expect to continue to be, in compliance with our debt covenants. |
• | In the event of a broader economic or credit crisis, credit availability and our ability to raise capital when needed could become impaired. A disruption in the financial markets may also have a negative effect on our derivative counterparties and could also impair our banking or other business partners, on whom we rely for access to capital and as counterparties for a number of our derivative contracts. Any of these or other developments we may not be able to fully predict or respond to could materially harm our business, results of operations and financial condition. |
• | We evaluated the realizability of our assets and whether there were any impairment indicators in the first quarter, which included a review of our receivables, inventory, right-of-use lease assets, long-lived assets, equity method and other long-term investments, goodwill and intangible assets. We concluded that as of the end of the first quarter of 2020, our assets were fairly stated and recoverable. |
• | Restructuring and implementation activities in the first quarter were consistent with our expectations and our Simplify to Grow Program strategic objectives. We did not incur significant restructuring or implementation costs specifically in response to COVID-19. |
• | We will continue to monitor the quality of our assets and our overall financial position over coming quarters. |
• | We also continue to hold our equity investments in Jacobs Douwe Egberts ("JDE") and KDP, which give us additional financial flexibility. |
• | Net revenues increased 2.6% to $6.7 billion in the first three months of 2020 as compared to the same period in the prior year. Net revenues were significantly impacted by the COVID-19 outbreak and response. In developed markets, particularly North America, demand for our products grew significantly as consumers increased their food purchases for in-home consumption. In some of our emerging markets, where we have a greater concentration of traditional trade, as well as in our travel retail and foodservice businesses, net revenues were negatively affected by mandated lockdowns and other related restrictions. Overall, favorable volume/mix and higher net pricing as well as incremental net revenues from our July 16, 2019 acquisition of Perfect Snacks drove our net revenue increase. These items were partially offset by the significant impact of unfavorable currency translation, as the U.S. dollar strengthened against most currencies in which we operate compared to exchange rates in the prior year, and a prior-year divestiture of most of our cheese business in the Middle East and Africa. |
• | Organic Net Revenue, a non-GAAP financial measure, increased 6.4% to $6.9 billion in the first three months of 2020 as compared to same period in the prior year. During the first three months of 2020, Organic Net Revenue also grew due to favorable volume/mix, in part driven by increased consumer demand during the COVID-19 outbreak, and higher net pricing. Refer to our Recent Developments and Significant Items Affecting Comparability above and Discussion and Analysis of Historical Results below, including the Results of Operations by Reportable Segment, for additional information. Organic Net Revenue is on a constant currency basis and excludes revenue from acquisitions and divestitures. We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying operating results (see the definition of Organic Net Revenue and our reconciliation with net revenues within Non-GAAP Financial Measures appearing later in this section). |
• | Diluted EPS attributable to Mondelēz International decreased 17.5% to $0.52 in the first three months of 2020 as compared to the same period in the prior year. The decrease was primarily driven by unfavorable year-over-year mark-to-market impacts from currency and commodity derivatives, a loss related to an interest rate swap and unfavorable currency translation, partially offset by higher gains on equity method investment transactions, operating gains, an increase in equity method investment earnings, fewer shares outstanding and lower taxes. |
• | Adjusted EPS, a non-GAAP financial measure, increased 6.2% to $0.69 in the first three months of 2020 as compared to the same period in the prior year. On a constant currency basis, Adjusted EPS increased 10.8% to $0.72 in the first three months of 2020 as compared to the same period in the prior year. For the first three months of 2020, operating gains, an increase in equity method investment earnings, fewer shares outstanding and lower taxes were significant drivers of growth. Adjusted EPS and Adjusted EPS on a constant currency basis are non-GAAP financial measures. We use these measures as they provide improved year-over-year comparability of our underlying results (see the definition of Adjusted EPS and our reconciliation with diluted EPS within Non-GAAP Financial Measures appearing later in this section). |
• | Market conditions. Snack categories continued to grow in the first quarter of 2020, in part due to increased consumer demand for snacks purchases for in-home consumption during the COVID-19 outbreak. As further discussed below and in Item 3, Quantitative and Qualitative Disclosures about Market Risks, volatility in global consumer, commodity, currency and capital markets increased significantly during the first quarter of 2020 and is expected to continue while and until the COVID-19 outbreak is largely resolved. |
• | COVID-19. We have been monitoring the COVID-19 outbreak. While its full impact is not yet known, it has had a material negative effect on the economy and could have a material negative effect on our business and results in 2020, particularly if there are significant adverse changes to consumer demand or significant disruptions to the supply, production or distribution of our products or the credit or financial stability of our customers and other business partners. An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets may also have a negative effect on our derivative counterparties and could also impair our banking or other business partners, on whom we rely for access to capital and as counterparties for a number of our derivative contracts. Any of these and other developments could materially harm our business, results of operations and financial condition. We will continue to prioritize the safety of our employees and consumers. We expect increased labor, customer service, logistics and other costs and we anticipate a shift in product mix that could have a negative impact on results. As discussed in Recent Developments and Significant Items Affecting Comparability, we are working to mitigate any negative impacts to our business from the COVID-19 outbreak, but we may not be able to fully predict or respond to all impacts on a timely basis to prevent near- and long-term adverse impacts to our results. |
• | Brexit. On January 31, 2020, the United Kingdom began the withdrawal process from the European Union under the European and U.K. Parliament approved Withdrawal Agreement. During a transition period currently scheduled to end on December 31, 2020, the United Kingdom will effectively remain in the E.U.’s customs union and single market while a trade deal with the European Union is negotiated. The deadline for extending the transition period ends on June 30, 2020. If the transition period is not extended, on December 31, 2020, the United Kingdom will either exit the European Union without a trade deal or will begin a new trade relationship with the European Union. During the transition period, we continue to take protective measures in response to the potential impacts on our results of operations and financial |
• | Taxes. During the third quarter of 2019, we recorded the impact of Swiss tax reform and we continue to monitor for any additional interpretative guidance that could result in changes to the amounts we have recorded. In the United States, while the 2017 U.S. tax reform reduced the U.S. corporate tax rate and included some beneficial provisions, other provisions have, and in the future will have, an adverse effect on our results. We continue to evaluate the impacts as additional guidance on implementing the legislation becomes available. While additional guidance has been issued by the IRS and the U.S. Treasury Department, there are still some areas that may not be clarified for some time. Also, a number of U.S. states have not updated their laws to take into account the new federal legislation. As a result, there may be additional impacts of the new laws on our future results of operations and financial condition. It is possible that U.S. or Swiss tax reform or related interpretations could change and have an adverse effect on us that could be material. Refer to our Annual Report on Form 10-K for the year ended December 31, 2019 for more information on Swiss and U.S. tax reform. |
• | Argentina. As further discussed in Note 1, Basis of Presentation – Currency Translation and Highly Inflationary Accounting, we continue to apply highly inflationary accounting for our Argentinian subsidiaries, and during the three months ended March 31, 2020, we recorded a remeasurement loss of $2 million within selling, general and administrative expenses related to the revaluation of our Argentinian peso denominated net monetary position. The mix of monetary assets and liabilities and the exchange rate to convert Argentinian pesos to U.S. dollars could change over time, so it is difficult to predict the overall impact of the Argentina highly inflationary accounting on future net earnings. |
For the Three Months Ended March 31, | |||||||||
See Note | 2020 | 2019 | |||||||
(in millions, except percentages) | |||||||||
Simplify to Grow Program | Note 7 | ||||||||
Restructuring charges | $ | (15 | ) | $ | (20 | ) | |||
Implementation charges | (43 | ) | (50 | ) | |||||
Mark-to-market (losses)/gains from derivatives (1) | Note 9 | (184 | ) | 16 | |||||
Acquisition and divestiture-related costs | |||||||||
Acquisition-related costs | (5 | ) | — | ||||||
Divestiture-related costs | — | 1 | |||||||
Remeasurement of net monetary position | Note 1 | (2 | ) | (2 | ) | ||||
Impact from pension participation changes (1) | Note 10 | (3 | ) | — | |||||
CEO transition remuneration (2) | — | (3 | ) | ||||||
Loss related to interest rate swaps | Note 8 & 9 | (103 | ) | — | |||||
Gains on equity method investment transactions (3) | Note 6 | 71 | 23 | ||||||
Equity method investee acquisition- related or other (charges)/benefits, net | (11 | ) | (17 | ) | |||||
Effective tax rate (4) | Note 14 | 21.2 | % | 19.4 | % | ||||
(1) | Includes impacts recorded in operating income and interest expense and other, net. |
(2) | Please see the Non-GAAP Financial Measures section at the end of this item for additional information. |
(3) | Gains on equity method investment transactions is recorded outside pre-tax operating results on the condensed consolidated statement of earnings. |
(4) | Refer to Note 14, Income Taxes, for more information on our effective tax rate and to our Annual Report on Form 10-K for the year ended December 31, 2019 for more information on the impact of Swiss and U.S. tax reform. |
For the Three Months Ended March 31, | ||||||||||||||
2020 | 2019 | $ change | % change | |||||||||||
(in millions, except per share data) | ||||||||||||||
Net revenues | $ | 6,707 | $ | 6,538 | $ | 169 | 2.6 | % | ||||||
Operating income | 856 | 1,036 | (180 | ) | (17.4 | )% | ||||||||
Net earnings attributable to Mondelēz International | 753 | 914 | (161 | ) | (17.6 | )% | ||||||||
Diluted earnings per share attributable to Mondelēz International | 0.52 | 0.63 | (0.11 | ) | (17.5 | )% | ||||||||
2020 | ||
Change in net revenues (by percentage point) | ||
Total change in net revenues | 2.6 | % |
Add back the following items affecting comparability: | ||
Unfavorable currency | 3.8 | pp |
Impact of divestiture | 0.5 | pp |
Impact of acquisition | (0.5 | )pp |
Total change in Organic Net Revenue (1) | 6.4 | % |
Favorable volume/mix | 4.6 | pp |
Higher net pricing | 1.8 | pp |
(1) | Please see the Non-GAAP Financial Measures section at the end of this item. |
Operating Income | % Change | |||||
(in millions) | ||||||
Operating Income for the Three Months Ended March 31, 2019 | $ | 1,036 | ||||
Simplify to Grow Program (2) | 70 | |||||
Mark-to-market gains from derivatives (3) | (16 | ) | ||||
Divestiture-related costs (4) | (1 | ) | ||||
Operating income from divestiture (4) | (4 | ) | ||||
Remeasurement of net monetary position (5) | 2 | |||||
CEO transition remuneration (1) | 3 | |||||
Adjusted Operating Income (1) for the Three Months Ended March 31, 2019 | $ | 1,090 | ||||
Higher net pricing | 119 | |||||
Higher input costs | (108 | ) | ||||
Favorable volume/mix | 125 | |||||
Higher selling, general and administrative expenses | (85 | ) | ||||
Impact from acquisition (4) | 2 | |||||
Prior-year VAT-related settlement | 9 | |||||
Total change in Adjusted Operating Income (constant currency) (1) | 62 | 5.7 | % | |||
Unfavorable currency translation | (46 | ) | ||||
Total change in Adjusted Operating Income (1) | 16 | 1.5 | % | |||
Adjusted Operating Income (1) for the Three Months Ended March 31, 2020 | $ | 1,106 | ||||
Simplify to Grow Program (2) | (58 | ) | ||||
Mark-to-market losses from derivatives (3) | (185 | ) | ||||
Acquisition-related costs (4) | (5 | ) | ||||
Remeasurement of net monetary position (5) | (2 | ) | ||||
Operating Income for the Three Months Ended March 31, 2020 | $ | 856 | (17.4 | )% | ||
(1) | Refer to the Non-GAAP Financial Measures section at the end of this item. |
(2) | Refer to Note 7, Restructuring Program, for more information. |
(3) | Refer to Note 9, Financial Instruments, Note 16, Segment Reporting, and Non-GAAP Financial Measures section at the end of this item for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives. |
(4) | Refer to Note 2, Acquisitions and Divestitures, for more information on the April 1, 2020 acquisition of a significant majority interest in Give & Go, the July 16, 2019 acquisition of a majority interest in Perfect Snacks and the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa. |
(5) | Refer to Note 1, Basis of Presentation – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina. |
Diluted EPS | |||
Diluted EPS Attributable to Mondelēz International for the Three Months Ended March 31, 2019 | $ | 0.63 | |
Simplify to Grow Program (2) | 0.03 | ||
Mark-to-market gains from derivatives (2) | (0.01 | ) | |
Gain on equity method investment transaction (3) | (0.01 | ) | |
Equity method investee acquisition-related or other charges/(benefits), net (4) | 0.01 | ||
Adjusted EPS (1) for the Three Months Ended March 31, 2019 | $ | 0.65 | |
Increase in operations | 0.03 | ||
Increase in equity method investment net earnings | 0.01 | ||
Changes in benefit plan non-service income | 0.01 | ||
Changes in income taxes (5) | 0.01 | ||
Changes in shares outstanding (6) | 0.01 | ||
Adjusted EPS (constant currency) (1) for the Three Months Ended March 31, 2020 | $ | 0.72 | |
Unfavorable currency translation | (0.03 | ) | |
Adjusted EPS (1) for the Three Months Ended March 31, 2020 | $ | 0.69 | |
Simplify to Grow Program (2) | (0.03 | ) | |
Mark-to-market losses from derivatives (2) | (0.11 | ) | |
Loss related to interest rate swaps (7) | (0.06 | ) | |
Gain on equity method investment transaction (3) | 0.04 | ||
Equity method investee acquisition-related or other (charges)/benefits, net (4) | (0.01 | ) | |
Diluted EPS Attributable to Mondelēz International for the Three Months Ended March 31, 2020 | $ | 0.52 | |
(1) | Refer to the Non-GAAP Financial Measures section appearing later in this section. |
(2) | See the Operating Income table above and the related footnotes for more information. |
(3) | Refer to Note 6, Equity Method Investments, for more information on the gains on equity method investment transactions. |
(4) | Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs and restructuring program costs, recorded by our JDE and KDP equity method investees. |
(5) | Refer to Note 14, Income Taxes, for more information on the items affecting income taxes. |
(6) | Refer to Note 11, Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 15, Earnings per Share, for earnings per share weighted-average share information. |
(7) | Refer to Note 9, Financial Instruments, for information on our interest rate swaps that we no longer designate as cash flow hedges. |
• | Latin America |
• | AMEA |
• | Europe |
• | North America |
For the Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
(in millions) | |||||||
Net revenues: | |||||||
Latin America | $ | 726 | $ | 800 | |||
AMEA | 1,502 | 1,541 | |||||
Europe | 2,584 | 2,551 | |||||
North America | 1,895 | 1,646 | |||||
Net revenues | $ | 6,707 | $ | 6,538 | |||
Earnings before income taxes: | |||||||
Operating income: | |||||||
Latin America | $ | 78 | $ | 98 | |||
AMEA | 234 | 256 | |||||
Europe | 472 | 500 | |||||
North America | 381 | 319 | |||||
Unrealized (losses)/gains on hedging activities (mark-to-market impacts) | (185 | ) | 16 | ||||
General corporate expenses | (76 | ) | (109 | ) | |||
Amortization of intangibles | (43 | ) | (44 | ) | |||
Acquisition-related costs | (5 | ) | — | ||||
Operating income | 856 | 1,036 | |||||
Benefit plan non-service income | 33 | 17 | |||||
Interest and other expense, net | (190 | ) | (80 | ) | |||
Earnings before income taxes | $ | 699 | $ | 973 | |||
For the Three Months Ended March 31, | ||||||||||||||
2020 | 2019 | $ change | % change | |||||||||||
(in millions) | ||||||||||||||
Net revenues | $ | 726 | $ | 800 | $ | (74 | ) | (9.3 | )% | |||||
Segment operating income | 78 | 98 | (20 | ) | (20.4 | )% | ||||||||
For the Three Months Ended March 31, | ||||||||||||||
2020 | 2019 | $ change | % change | |||||||||||
(in millions) | ||||||||||||||
Net revenues | $ | 1,502 | $ | 1,541 | $ | (39 | ) | (2.5 | )% | |||||
Segment operating income | 234 | 256 | (22 | ) | (8.6 | )% | ||||||||
For the Three Months Ended March 31, | ||||||||||||||
2020 | 2019 | $ change | % change | |||||||||||
(in millions) | ||||||||||||||
Net revenues | $ | 2,584 | $ | 2,551 | $ | 33 | 1.3 | % | ||||||
Segment operating income | 472 | 500 | (28 | ) | (5.6 | )% | ||||||||
For the Three Months Ended March 31, | ||||||||||||||
2020 | 2019 | $ change | % change | |||||||||||
(in millions) | ||||||||||||||
Net revenues | $ | 1,895 | $ | 1,646 | $ | 249 | 15.1 | % | ||||||
Segment operating income | 381 | 319 | 62 | 19.4 | % | |||||||||
• | “Organic Net Revenue” is defined as net revenues excluding the impacts of acquisitions, divestitures (2) and currency rate fluctuations (3). We also evaluate Organic Net Revenue growth from emerging markets and developed markets. Our emerging markets include our Latin America region in its entirety; the AMEA region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Russia, Ukraine, Turkey, Kazakhstan, Georgia, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries. Our developed markets include the entire |
• | “Adjusted Operating Income” is defined as operating income excluding the impacts of the Simplify to Grow Program (4); gains or losses (including non-cash impairment charges) on goodwill and intangible assets; divestiture (2) or acquisition gains or losses and related divestiture (2), acquisition and integration costs (2); the operating results of divestitures (2); remeasurement of net monetary position (5); mark-to-market impacts from commodity and forecasted currency transaction derivative contracts (6); impact from resolution of tax matters (7); CEO transition remuneration (8); impact from pension participation changes (9); Swiss tax reform impacts (10); and incremental expenses related to the 2017 malware incident. We also present “Adjusted Operating Income margin,” which is subject to the same adjustments as Adjusted Operating Income. We also evaluate growth in our Adjusted Operating Income on a constant currency basis (3). |
• | “Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts of the items listed in the Adjusted Operating Income definition as well as losses on debt extinguishment and related expenses; gain on equity method investment transactions; net earnings from divestitures (2); gains or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans and U.S. and Swiss tax reform impacts (10). Similarly, within Adjusted EPS, our equity method investment net earnings exclude our proportionate share of our investees’ unusual or infrequent items (11). We also evaluate growth in our Adjusted EPS on a constant currency basis (3). |
(1) | When items no longer impact our current or future presentation of non-GAAP operating results, we remove these items from our non-GAAP definitions. |
(2) | Divestitures include completed sales of businesses and exits of major product lines upon completion of a sale or licensing agreement. See Note 2, Acquisitions and Divestitures, for information on acquisitions and divestitures impacting the comparability of our results. |
(3) | Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period. |
(4) | Non-GAAP adjustments related to the Simplify to Grow Program reflect costs incurred that relate to the objectives of our program to transform our supply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in the non-GAAP adjustments. |
(5) | During the third quarter of 2018, as we began to apply highly inflationary accounting for Argentina (refer to Note 1, Basis of Presentation), we excluded the remeasurement gains or losses related to remeasuring net monetary assets or liabilities in Argentina during the period to be consistent with our prior accounting for these remeasurement gains/losses for Venezuela when it was subject to highly inflationary accounting prior to 2016. |
(6) | During the third quarter of 2016, we began to exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecasted currency transaction derivatives from our non-GAAP earnings measures until such time that the related exposures impact our operating results. Since we purchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily for inventory requirements in future periods, we made this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance across periods. We also discontinued designating commodity and forecasted currency transaction derivatives for hedge accounting treatment. To facilitate comparisons of our underlying operating results, we have recast all historical non-GAAP earnings measures to exclude the mark-to-market impacts. |
(7) | See Note 12, Commitments and Contingencies – Tax Matters, and our Annual Report on Form 10-K for the year ended December 31, 2018 for additional information. |
(8) | On November 20, 2017, Dirk Van de Put succeeded Irene Rosenfeld as CEO of Mondelēz International in advance of her retirement at the end of March 2018. In order to incent Mr. Van de Put to join us, we provided him compensation with a total combined target value of $42.5 million to make him whole for incentive awards he forfeited or grants that were not made to him when he left his former employer. The compensation we granted took the form of cash, deferred stock units, performance share units and stock options. In connection with Irene Rosenfeld’s retirement, we made her outstanding grants of performance share units for the 2016-2018 and 2017-2019 performance cycles eligible for continued vesting and approved a $0.5 million salary for her service as Chairman from January through March 2018. We refer to these elements of Mr. Van de Put’s and Ms. Rosenfeld’s compensation arrangements together as “CEO transition remuneration.” We are excluding amounts we expense as CEO transition remuneration from our non-GAAP results because those amounts are not part of our regular compensation program and are incremental to amounts we would have incurred as ongoing CEO compensation. As a result, in 2017, we excluded amounts expensed for the cash payment to Mr. Van de Put and partial vesting of his equity grants. In 2018, we excluded amounts paid for Ms. Rosenfeld’s service as Chairman and partial vesting of Mr. Van de Put’s and Ms. Rosenfeld’s equity grants. In 2019 , we excluded amounts related to the partial vesting of Mr. Van de Put’s equity grants. During the first quarter of 2020, Mr. Van de Put's equity grants became fully vested. |
(9) | The impact from pension participation changes represents the charges incurred when employee groups are withdrawn from multiemployer pension plans and other changes in employee group pension plan participation. We exclude these charges from our non-GAAP results because those amounts do not reflect our ongoing pension obligations. See Note 10, Benefit Plans, for more information on the multiemployer pension plan withdrawal. |
(10) | We exclude the impact of the 2019 Swiss tax reform and 2017 U.S. tax reform. During the third quarter of 2019, Swiss Federal and Zurich Cantonal tax events drove our recognition of a Swiss tax reform net benefit to our results of operations. On |
(11) | We have excluded our proportionate share of our equity method investees’ unusual or infrequent items such as acquisition and divestiture related costs, restructuring program costs and discrete U.S. tax reform impacts, in order to provide investors with a comparable view of our performance across periods. Although we have shareholder rights and board representation commensurate with our ownership interests in our equity method investees and review the underlying operating results and unusual or infrequent items with them each reporting period, we do not have direct control over their operations or resulting revenue and expenses. Our use of equity method investment net earnings on an adjusted basis is not intended to imply that we have any such control. Our GAAP “diluted EPS attributable to Mondelēz International from continuing operations” includes all of the investees’ unusual and infrequent items. |
For the Three Months Ended March 31, 2020 | For the Three Months Ended March 31, 2019 | ||||||||||||||||||||||
Emerging Markets | Developed Markets | Total | Emerging Markets | Developed Markets | Total | ||||||||||||||||||
(in millions) | (in millions) | ||||||||||||||||||||||
Net Revenue | $ | 2,417 | $ | 4,290 | $ | 6,707 | $ | 2,502 | $ | 4,036 | $ | 6,538 | |||||||||||
Impact of currency | 164 | 85 | 249 | — | — | — | |||||||||||||||||
Impact of acquisition | — | (32 | ) | (32 | ) | — | — | — | |||||||||||||||
Impact of divestiture | — | — | — | (33 | ) | — | (33 | ) | |||||||||||||||
Organic Net Revenue | $ | 2,581 | $ | 4,343 | $ | 6,924 | $ | 2,469 | $ | 4,036 | $ | 6,505 | |||||||||||
For the Three Months Ended March 31, | ||||||||||||||
2020 | 2019 | $ Change | % Change | |||||||||||
(in millions) | ||||||||||||||
Operating Income | $ | 856 | $ | 1,036 | $ | (180 | ) | (17.4 | )% | |||||
Simplify to Grow Program (1) | 58 | 70 | (12 | ) | ||||||||||
Mark-to-market losses/(gains) from derivatives (2) | 185 | (16 | ) | 201 | ||||||||||
Acquisition-related costs (3) | 5 | — | 5 | |||||||||||
Divestiture-related costs (3) | — | (1 | ) | 1 | ||||||||||
Operating income from divestiture (3) | — | (4 | ) | 4 | ||||||||||
Remeasurement of net monetary position (4) | 2 | 2 | — | |||||||||||
CEO transition remuneration (5) | — | 3 | (3 | ) | ||||||||||
Adjusted Operating Income | $ | 1,106 | $ | 1,090 | $ | 16 | 1.5 | % | ||||||
Unfavorable currency translation | 46 | — | 46 | |||||||||||
Adjusted Operating Income (constant currency) | $ | 1,152 | $ | 1,090 | $ | 62 | 5.7 | % | ||||||
(1) | Refer to Note 7, Restructuring Program, for more information. |
(2) | Refer to Note 9, Financial Instruments, Note 16, Segment Reporting, and Non-GAAP Financial Measures section for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives. |
(3) | Refer to Note 2, Acquisitions and Divestitures, for more information on the April 1, 2020 acquisition of a significant majority interest in Give & Go and the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa. |
(4) | Refer to Note 1, Basis of Presentation – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina. |
(5) | Refer to the Non-GAAP Financial Measures definition and related table notes. |
For the Three Months Ended March 31, | ||||||||||||||
2020 | 2019 | $ Change | % Change | |||||||||||
Diluted EPS attributable to Mondelēz International | $ | 0.52 | $ | 0.63 | $ | (0.11 | ) | (17.5 | )% | |||||
Simplify to Grow Program (2) | 0.03 | 0.03 | — | |||||||||||
Mark-to-market losses/(gains) from derivatives (2) | 0.11 | (0.01 | ) | 0.12 | ||||||||||
Loss related to interest rate swaps (3) | 0.06 | — | 0.06 | |||||||||||
Gains on equity method investment transactions (4) | (0.04 | ) | (0.01 | ) | (0.03 | ) | ||||||||
Equity method investee acquisition-related or other charges/(benefits), net (5) | 0.01 | 0.01 | — | |||||||||||
Adjusted EPS | $ | 0.69 | $ | 0.65 | $ | 0.04 | 6.2 | % | ||||||
Unfavorable currency translation | 0.03 | — | 0.03 | |||||||||||
Adjusted EPS (constant currency) | $ | 0.72 | $ | 0.65 | $ | 0.07 | 10.8 | % | ||||||
(1) | The tax expense/(benefit) of each of the pre-tax items excluded from our GAAP results was computed based on the facts and tax assumptions associated with each item, and such impacts have also been excluded from Adjusted EPS. |
• | For the three months ended March 31, 2020, taxes for the: Simplify to Grow Program were $(13) million, mark-to-market losses from derivatives were $(32) million, loss related to interest rate swaps were $(24) million, gain on equity method investment transactions were $17 million and equity method investee and other adjustments were $(1) million. |
• | For the three months ended March 31, 2019, taxes for the: Simplify to Grow Program were $(19) million, mark-to-market gains from derivatives were $3 million, gain on equity method investment transaction were $5 million and equity method investee and other adjustments were $(4) million. |
(2) | See the Adjusted Operating Income table above and the related footnotes for more information. |
(3) | Refer to Note 9, Financial Instruments, for information on our interest rate swaps that we no longer designate as cash flow hedges. |
(4) | Refer to Note 6, Equity Method Investments, for more information on the gains on equity method investment transactions. |
(5) | Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs and restructuring program costs, recorded by our JDE and KDP equity method investees. |
• | We expect the COVID-19 outbreak to result in lower revenues in some of our emerging market countries that have a higher concentration of traditional trade outlets (such as small family-run stores), as well as in our travel retail (such as international duty-free stores) and foodservice businesses. |
• | In addition, we expect increased sales of some of our products for in-home consumption that are currently in demand in some markets and channels, such as the United States and some European markets and modern trade. We are unable to predict how long this sustained demand will last or how significant it will be. |
• | Commodity costs have become more volatile due to the COVID-19 outbreak. We expect continued commodity cost volatility, and our commodity hedging activities might not sufficiently offset this volatility. |
• | The COVID-19 outbreak could disrupt our global supply chain, operations and routes to market or those of our suppliers, their suppliers, or our co-manufacturers or distributors. These disruptions or our failure to effectively respond to them could increase product or distribution costs or cause delays in delivering or an inability to deliver products to our customers. For example, we have experienced temporary disruptions in operations in some of our emerging markets such as India and Nigeria. |
• | Disruptions or uncertainties related to the COVID-19 outbreak for a sustained period of time could result in delays or modifications to our strategic plans and initiatives and hinder our ability to achieve our objective to reduce our operating cost structure in both our supply chain and overhead costs through our Simplify to Grow Program. |
• | Illness, travel restrictions, absenteeism or other workforce disruptions could negatively affect our supply chain, manufacturing, distribution or other business processes. |
• | Government or regulatory responses to pandemics could negatively impact our business. Mandatory lockdowns or other restrictions on operations in some countries have temporarily disrupted our ability to distribute our products in some of these markets. Continuation or expansion of these disruptions could materially adversely impact our operations and results. |
• | We expect to be negatively impacted by currency translation losses from a generally stronger U.S. dollar relative to other currencies in the countries in which we operate. These along with currency transaction losses could adversely affect our reported results of operations and financial condition. |
• | The COVID-19 outbreak has increased volatility and pricing in the capital markets and commercial paper markets, and volatility is likely to continue. We might not be able to continue to access preferred sources of liquidity when we would like or on terms we find acceptable, and our borrowing costs could increase. An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets may have a negative effect on our derivative counterparties and could impair our banking or other business partners, on whom we rely for access to capital and as counterparties for a number of our derivative contracts. |
Issuer Purchases of Equity Securities | |||||||||||||
Period | Total Number of Shares Purchased (1) | Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)(3) | |||||||||
January 1-31, 2020 | 4,642,233 | $ | 54.98 | 4,547,900 | $ | 2,901 | |||||||
February 1-29, 2020 | 3,706,772 | 57.18 | 3,333,547 | 2,711 | |||||||||
March 1-31, 2020 | 5,043,655 | 51.82 | 5,036,939 | 2,450 | |||||||||
For the Quarter Ended March 31, 2020 | 13,392,660 | 54.40 | 12,918,386 | ||||||||||
(1) | The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of deferred stock that vested, totaling 94,333 shares, 373,225 shares and 6,716 shares for the fiscal months of January, February and March 2020, respectively. |
(2) | Our Board of Directors has authorized the repurchase of $19.7 billion of our Common Stock through December 31, 2020. Specifically, on March 12, 2013, our Board of Directors authorized the repurchase of up to the lesser of 40 million shares or $1.2 billion of our Common Stock through March 12, 2016. On August 6, 2013, our Audit Committee, with authorization delegated from our Board of Directors, increased the repurchase program capacity to $6.0 billion of Common Stock repurchases and extended the expiration date to December 31, 2016. On December 3, 2013, our Board of Directors approved an increase of $1.7 billion to the program related to a new accelerated share repurchase program, which concluded in May 2014. On July 29, 2015, our Finance Committee, with authorization delegated from our Board of Directors, approved a $6.0 billion increase that raised the repurchase program capacity to $13.7 billion and extended the program through December 31, 2018. On January 31, 2018, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in the share repurchase program, raising the authorization to $19.7 billion of Common Stock repurchases, and extended the program through December 31, 2020. See related information in Note 11, Stock Plans. |
(3) | Dollar values stated in millions. |
Exhibit Number | Description | |
3.1 | ||
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | ||
10.5 | ||
10.6 | ||
10.7 | ||
31.1 | ||
31.2 | ||
32.1 | ||
101 | The following materials from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements. | |
104 | The cover page from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL (included as Exhibit 101). | |
+ Indicates a management contract or compensatory plan or arrangement. | ||
MONDELĒZ INTERNATIONAL, INC. |
By: /s/ LUCA ZARAMELLA |
Luca Zaramella |
Executive Vice President and |
Chief Financial Officer |
(Duly Authorized Officer) |
April 28, 2020 |
1. | to protect the Mondelēz Group’s legitimate business interests in its confidential information, trade secrets and goodwill, and to enable the Mondelēz Group’s ability to reserve these for the exclusive knowledge and use of the Mondelēz Group, which is of great competitive importance and commercial value to the Mondelēz Group, the Optionee, without the express written permission of the Executive Vice President of Human Resources of the Company, will not engage in any conduct in which the Optionee contributes his/her knowledge and skills, directly or indirectly, in whole or in part, as an executive, employer, employee, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to a competitor or to an entity engaged in the same or similar business as the Mondelēz Group, including those engaged in the business of production, sale or marketing of snack foods (including, but not limited to gum, chocolate, confectionary products, biscuits or any other product or service the Optionee has reason to know has been under development by the Mondelēz Group during the Optionee’s employment with the Mondelēz Group). The Optionee will not engage in any activity that may require or inevitably require the Optionee’s use or disclosure of the Mondelēz Group’s confidential information, proprietary information and/or trade secrets; |
2. | to protect the Mondelēz Group’s investment in its employees and to ensure the long-term success of the business, the Optionee, without the express written permission of the Executive Vice President of Human Resources of the Company, will not directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Mondelēz Group; and |
3. | to protect the Mondelēz Group’s investment in its development of goodwill and customers and to ensure the long-term success of the business, the Optionee will not directly or indirectly solicit (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, instant message, SMS text messaging and social media) or attempt to directly or indirectly solicit, contact or meet with the current or prospective customers of the Mondelēz Group for the purpose of offering or accepting goods or services similar to or competitive with those offered by the Mondelēz Group. |
1. | all unvested Grants (including any unvested portion of the Option) shall be immediately forfeited; |
2. | the Company may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, vested, unpaid or deferred Grants (including the vested but unexercised portion of the Option) at any time if the Optionee is not in compliance with all terms and conditions set forth in the Plan and this Agreement including, but not limited to, paragraph 6(a); |
3. | the Optionee shall repay to the Mondelēz Group the net proceeds of any exercise or Plan benefit that occurs at any time after the earlier of the following two dates: (i) the date twelve (12) months immediately preceding any such violation; or (ii) the date six (6) months prior to the Optionee’s termination of employment with the Mondelēz Group. The Optionee shall repay to the Mondelēz Group the net proceeds in such a manner and on such terms and conditions as may be required by the Mondelēz Group, and the Mondelēz Group shall be entitled to set-off against the amount of any such net proceeds any amount owed to the Optionee by the Mondelēz Group, in a way that is intended to avoid the application of penalties under Section 409A of the Code, if applicable, or other applicable law. For purposes of this paragraph, net proceeds shall mean the difference between the Fair Market Value of the shares of Common Stock and the Grant Price less any Tax-Related Items; and |
4. | the Mondelēz Group shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security as the Optionee acknowledges that such breach would cause the Mondelēz Group to suffer irreparable harm. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. |
The Optionee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Optionee’s personal data as described in this Agreement and any other Option grant materials (“Data”) by and among, as applicable, the Employer and the Mondelēz Group for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan. The Data is supplied by the Employer and also by the Optionee through information collected in connection with the Agreement and the Plan. The Optionee understands that the Company and the Employer may hold certain personal information about the Optionee, including, but not limited to, the Optionee’s name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Optionee understands that Data will be transferred to UBS Financial Services, Inc. (“UBS”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Optionee understands that Data may also be transferred to the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, or such other public accounting firm that may be engaged by the Company in the future. The Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Optionee’s country. The Optionee understands that the Optionee may request a list with the names and addresses of any potential recipients of the Data by contacting the Optionee’s local human resources representative at Mondelez Malaysia Sales Sdn Bhd., Level 9, 1 First Avenue, 2A, Dataran Bandar Utama, Bandar Utama Damasara, 47800 Petaling Jaya, Selangor, Malaysia. The Optionee authorizes the Company, UBS and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Optionee’s participation in the Plan. The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan. The Optionee understands that the Optionee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Optionee’s local human resources representative. Further, the Optionee understands that he or she is providing the consents herein on a purely voluntary basis. If the Optionee does not consent, or if the Optionee later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing the Optionee’s consent is that the Company would not be able to grant the Optionee an option or other equity awards or administer or maintain such awards. The Optionee also understands that the Company has no obligation to substitute other forms of awards or compensation in lieu of the option as a consequence of the Optionee’s refusal or withdrawal of his or her consent. Therefore, the Optionee understands that refusing or withdrawing his or her consent may affect the Optionee’s ability to participate in the Plan. For more information on the consequences of the Optionee’s refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative. | Penerima Opsyen dengan ini secara eksplisit dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadi Penerima Opsyen seperti yang diterangkan dalam Perjanjian ini serta mana-mana bahan-bahan geran Opsyen lain(“Data”) oleh dan di antara, seperti mana yang terpakai, Majikan serta Kumpulan Mondelez untuk tujuan ekslusif bagi melaksanakan, mentadbir dan menguruskan penyertaan Penerima Opsyen dalam Pelan. Data telah dibekalkan oleh pihak Majikan dan juga Penerima Opsyen melalui informasi yang telah dikumpul berkaitan dengan Perjanjian dan Pelan. Penerima Opsyen memahami bahawa Syarikat dan Majikan mungkin memegang maklumat peribadi tertentu Penerima Opsyen, termasuk, tetapi tidak terhad kepada, nama Penerima Opsyen, alamat rumah dan nombor telefon, almat emel, tarikh lahir, insurans sosial, nombor pasport atau pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa syer dalam Saham atau jawatan pengarah yang dipegang dalam Syarikat, maklumat berkaitan semua Opsyen-Opsyen atau apa-apa kelayakan lain untuk syer dalam saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun yang belum dijelaskan bagi faedah Penerima Opsyen, untuk tujuan eksklusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut. Penerima Opsyen memahami bahawa Data tersebut akan dipindahkan ke UBS Financial Services, Inc. (“UBS”) atau pembekal perkhidmatan pelan saham lain yang mungkin dipilih oleh Syarikat pada masa hadapan, yang membantu Syarikat melaksanakan, mentadbir dan menguruskan Pelan tersebut. Penerima Opsyen memahami bahawa Data juga mungkin dipindahkan kepada firma akauntansi awam berdaftar bebas Syarikat, PricewaterhouseCoopers LLP, atau firma akauntansi berdaftar lain yang mungkin digunakan oleh Syarikat pada masa hadapan. Penerima Opsyen turut memahami bahawa penerima Data mungkin berada di Amerika Syarikat atau negara lain dan negara asal penerima Data (contohnya, Amerika Syarikat) mungkin mempunyai undang-undang data peribadi serta perlindungan yang berbeza daripada negara asal Penerima Opsyen. Penerima Opsyen memahami bahawa Penerima Opsyen boleh meminta satu senarai yang mengandungi nama dan alamat penerima-penerima Data yang berpotensi dengan menghubungi wakil sumber manusia tempatan Penerima Opsyen di Mondelez Malaysia Sales Sdn Bhd, Level 9, 1 First Avenue, 2A, Dataran Bandar Utama, Bandar Utama Damasara, 47800 Petaling Jaya, Selangor, Malaysia. Penerima Opsyen dengan ini membenarkan Syarikat, UBS serta mana-mana penerima data yang mungkin menerima Data yang mungkin membantu pihak Syarikat (sekarang atau pada masa hadapan) dengan melaksanakan, mentadbir dan menguruskan Pelan untuk menerima, mempunya, mengguna, menyimpan serta memindah Data tersebut dalam bentuk elektronik atau lain-lain, bagi tujuan tunggal untuk melaksana, mentadbir dan mengurus penyertaan Penerima Opsyen dalam Pelan. Penerima Opsyen memahami bahawa Data hanya akan disimpan untuk tempoh yang perlu bagi melaksanakan, mentadbir, dan menguruskan penyertaan Penerima Opsyen dalam Pelan. Penerima Opsyen memahami bahawa Penerima Opsyen boleh pada bila-bila masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes tanpa sebarang kos, dengan menghubungi secara bertulis wakil sumber manusia tempatannya. Selanjutnya, Penerima Opsyen memahami bahawa Penerima Opsyen memberikan persetujuan di sini secara sukarela. Jikalau, Penerima Opsyen tidak bersetuju, atau sekiranaya Penerima Opsyen kemudiannya membatalkan persetujuannya, status pekerjaan atau perkhidmatan dan kerjaya Penerima Opsyen dengan Majikan tidak akan terjejas; satu-satunya akibat jika Penerima Opsyen tidak bersetuju atau menarik balik persetujuan Penerima Opsyen adalah bahawa Syarikat tidak akan dapat memberikan opsyen atau anugerah-anugerah ekuiti yang lain kepada Penerima Opsyen atau mentadbir atau mengekalkan anugerah tersebut. Penerima Opsyen turut memahami bahawa pihak Syarikat tidak mempunyai sebarang kewajiban untuk menggantikan bentuk anugerah yang lain atau memberikan sebarang bentuk kompensasi sebagai pengganti opsyen disebabkan keengganan atau penarikan balik persetujuan Penerima Opsyen. Oleh kerana itu, Penerima Opsyen memahami bahawa keengganan atau penarikan balik persetujuan Penerima Opsyen boleh menjejaskan keupayaan Penerima Opsyen untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan Penerima Opsyen untuk memberikan keizinan atau penarikan balik keizinan, Penerima Opsyen memahami bahawa Penerima Opsyen boleh menghubungi wakil sumber manusia tempatannya. |
1. | The Company’s most recent Annual Report (Form 10-K): from the investor relations section of the Company's website at http://www.mondelezinternational.com/investors. |
2. | The Company’s most recent Plan prospectus: a copy of which can be found on the Company’s Intranet site located at: https://intranet.mdlz.com/sites/globalhr/comp/Pages/Legal-Documents.aspx. |
1. | to protect the Mondelēz Group’s legitimate business interests in its confidential information, trade secrets and goodwill, and to enable the Mondelēz Group’s ability to reserve these for the exclusive knowledge and use of the Mondelēz Group, which is of great competitive importance and commercial value to the Mondelēz Group, the Participant, without the express written permission of the Executive Vice President of Human Resources of the Company, will not engage in any conduct in which the Participant contributes his/her knowledge and skills, directly or indirectly, in whole or in part, as an executive, employer, employee, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to a competitor or to an entity engaged in the same or similar business as the Mondelēz Group, including those engaged in the business of production, sale or marketing of snack foods (including, but not limited to gum, chocolate, confectionary products, biscuits or any other product or service the Participant has reason to know has been under development by the Mondelēz Group during the Participant’s employment with the Mondelēz Group). The Participant will not engage in any activity that may require or inevitably require the Participant’s use or disclosure of the Mondelēz Group’s confidential information, proprietary information and/or trade secrets; |
2. | to protect the Mondelēz Group’s investment in its employees and to ensure the long-term success of the business, the Participant, without the express written permission of the Executive Vice President of Human Resources of the Company, will not directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Mondelēz Group; and |
3. | to protect the Mondelēz Group’s investment in its development of goodwill and customers and to ensure the long-term success of the business, the Participant will not directly or indirectly solicit (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, instant message, SMS text messaging and social media) or attempt to directly or indirectly solicit, contact or meet with the current or prospective customers of the Mondelēz Group for the purpose of offering or accepting goods or services similar to or competitive with those offered by the Mondelēz Group. |
1. | all unvested or unearned Grants (including any unearned portion of the LTI Grant) shall be immediately forfeited; |
2. | the Company may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid or deferred Grants at any time if the Participant is not in compliance with all terms and conditions set forth in the Plan and this Agreement including, but not limited to, paragraph 6(a); |
3. | the Participant shall repay to the Mondelēz Group the net proceeds of any Plan benefit that occurs at any time after the earlier of the following two dates: (i) the date twelve (12) months immediately preceding any such violation; or (ii) the date six (6) months prior to the Participant’s termination of employment with the Mondelēz Group. The Participant shall repay to the Mondelēz Group the net proceeds in such a manner and on such terms and conditions as may be required by the Mondelēz Group, and the Mondelēz Group shall be entitled to set-off against the amount of any such net proceeds any amount owed to the Participant by the Mondelēz Group, in a way that is intended to avoid the application of penalties under Section 409A of the Code, if applicable, or other applicable law. For purposes of this paragraph, net proceeds shall mean the Fair Market Value of the shares of Common Stock less any Tax-Related Items; and |
4. | the Mondelēz Group shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security as the Participant acknowledges that such breach would cause the Mondelēz Group to suffer irreparable harm. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. |
The Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other LTI Grant materials (“Data”) by and among, as applicable, the Employer and the Mondelēz Group for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data is supplied by the Employer and also by the Participant through information collected in connection with the Agreement and the Plan. The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all LTI Grants or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Participant understands that Data will be transferred to UBS Financial Services, Inc. (“UBS”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that Data may also be transferred to the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, or such other public accounting firm that may be engaged by the Company in the future. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative at Mondelez Malaysia Sales Sdn Bhd, Level 9, 1 First Avenue, 2A, Dataran Bandar Utama, Bandar Utama Damasara, 47800 Petaling Jaya, Selangor, Malaysia. The Participant authorizes the Company, UBS and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Participant LTI Grants or other equity awards or administer or maintain such awards. The Participant also understands that the Company has no obligation to substitute other forms of awards or compensation in lieu of the LTI Grant as a consequence of the Participant’s refusal or withdrawal of his or her consent. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative. | Peserta dengan ini secara eksplisit dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadi Peserta seperti yang diterangkan dalam Perjanjian ini serta mana-mana bahan-bahan Geran LTI (“Data”) oleh dan di antara, seperti mana yang terpakai, Majikan serta Kumpulan Mondelez untuk tujuan ekslusif bagi melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan. Data telah dibekalkan oleh pihak Majikan dan juga oleh Peserta melalui informasi yang telah dikumpul berkaitan dengan Perjanjian dan Pelan. Peserta memahami bahawa Syarikat dan Majikan mungkin memegang maklumat peribadi tertentu tentang Peserta, termasuk, tetapi tidak terhad kepada, nama Peserta, alamat rumah dan nombor telefon, almat emal, tarikh lahir, insurans sosial, nombor pasport atau pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa syer dalam Saham atau jawatan pengarah yang dipegang dalam Syarikat, maklumat berkaitan semua Geran LTI atau apa-apa kelayakan lain untuk syer dalam saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun yang belum dijelaskan bagi faedah Peserta, untuk tujuan eksklusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut. Peserta memahami bahawa Data tersebut akan dipindahkan ke UBS Financial Services, Inc. (“UBS”) atau pembekal perkhidmatan pelan saham lain yang mungkin dipilih oleh Syarikat pada masa hadapan, yang membantu Syarikat melaksanakan, mentadbir dan menguruskan Pelan tersebut. Peserta memahami bahawa Data juga mungkin dipindahkan kepada firma akauntansi awam berdaftar bebas Syarikat, PricewaterhouseCoopers LLP, atau firma akauntansi awam lain yang mungkin digunakan oleh Syarikat pada masa hadapan. Peserta turut memahami bahawa penerima Data mungkin berada di Amerika Syarikat atau negara lain dan negara asal penerima Data (contohnya, Amerika Syarikat) mungkin mempunyai undang-undang data peribadi serta perlindungan yang berbeza daripada negara asal Peserta. Peserta memahami bahawa Peserta boleh meminta satu senarai yang mengandungi nama dan alamat penerima-penerima Data yang berpotensi dengan menghubungi wakil sumber manusia tempatan Peserta di Mondelez Malaysia Sales Sdn Bhd, Level 9, 1 First Avenue, 2A, Dataran Bandar Utama, Bandar Utama Damasara, 47800 Petaling Jaya, Selangor, Malaysia. Pesertadengan ini membenarkan Syarikat, UBS dan mana-mana pihak yang mungkin menerima Data yang mungkin membantu pihak Syarikat (sekarang atau pada masa hadapan) dengan melaksanakan, mentadbir dan menguruskan Pelan untuk menerima, mempunya, mengguna, menyimpan serta memindah Data tersebut, dalam bentuk elektronik atau lain-lain, bagi tujuan tunggal untuk melaksana, mentadbir dan mengurus penyertaan Peserta dalam Pelan. Peserta memahami bahawa Data hanya akan disimpan untuk tempoh yang diperlukan untuk melaksana, mentadbir, dan mengurus penyertaan Peserta dalam Pelan. Peserta memahami bahawa Peserta boleh, pada bila-bila masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes tanpa sebarang kos, dengan menghubungi secara bertulis wakil sumber manusia tempatannya. Selanjutnya, Peserta memahami bahawa Peserta memberikan persetujuan di sini secara sukarela. Jikalau, Peserta tidak bersetuju, atau sekiranaya Peserta kemudiannya membatalkan persetujuannya, status Pesertaan atau perkhidmatan dan kerjaya Peserta dengan Majikan tidak akan terjejas; satu-satunya akibat jika Peserta tidak bersetuju atau menarik balik persetujuan Peserta adalah bahawa Syarikat tidak akan dapat memberikan kepada Peserta opsyen atau anugerah-anugerah ekuiti yang lain atau mentadbir atau mengekalkan anugerah tersebut. Peserta turut memahami bahawa pihak Syarikat tidak mempunyai sebarang kewajiban untuk menggantikan bentuk anugerah yang lain atau memberikan sebarang bentuk kompensasi sebagai pengganti opsyen disebabkan keengganan atau penarikan balik persetujuan Peserta. Oleh kerana itu, Peserta memahami bahawa keengganan atau penarikan balik persetujuan Peserta boleh menjejaskan keupayaan Peserta untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan Peserta untuk memberikan keizinan atau penarikan balik keizinan, Peserta memahami bahawa Peserta boleh menghubungi wakil sumber manusia tempatannya. |
1. | The Company’s most recent Annual Report (Form 10-K): from the investor relations section of the Company’s website at http://www.mondelezinternational.com/investors. |
2. | The Company’s most recent Plan prospectus: a copy of which can be found on the Company’s Intranet site located at: https://intranet.mdlz.com/sites/globalhr/comp/Pages/Legal-Documents.aspx. |
1. | to protect the Mondelēz Group’s legitimate business interests in its confidential information, trade secrets and goodwill, and to enable the Mondelēz Group’s ability to reserve these for the exclusive knowledge and use of the Mondelēz Group, which is of great competitive importance and commercial value to the Mondelēz Group, the Employee, without the express written permission of the Executive Vice President of Human Resources of the Company, will not engage in any conduct in which the Employee contributes his/her knowledge and skills, directly or indirectly, in whole or in part, as an executive, employer, employee, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to a competitor or to an entity engaged in the same or similar business as the Mondelēz Group, including those engaged in the business of production, sale or marketing of snack foods (including, but not limited to gum, chocolate, confectionary products, biscuits or any other product or service the Employee has reason to know has been under development by the Mondelēz Group during the Employee’s employment with the Mondelēz Group). The Employee will not engage in any activity that may require or inevitably require the Employee’s use or disclosure of the Mondelēz Group’s confidential information, proprietary information and/or trade secrets; |
2. | to protect the Mondelēz Group’s investment in its employees and to ensure the long-term success of the business, the Employee, without the express written permission of the Executive Vice President of Human Resources of the Company, will not directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Mondelēz Group; and |
3. | to protect the Mondelēz Group’s investment in its development of goodwill and customers and to ensure the long-term success of the business, the Employee will not directly or indirectly solicit (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, instant message, SMS text messaging and social media) or attempt to directly or indirectly solicit, contact or meet with the current or prospective customers of the Mondelēz Group for the purpose of offering or accepting goods or services similar to or competitive with those offered by the Mondelēz Group. |
1. | all unvested Grants (including any unvested Deferred Stock Units) shall be immediately forfeited; |
2. | the Company may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid or deferred Grants (including the Deferred Stock Units) at any time if the Employee is not in compliance with all terms and conditions set forth in the Plan and this Agreement including, but not limited to, paragraph 9(a); |
3. | the Employee shall repay to the Mondelēz Group the net proceeds of any Plan benefit that occurs at any time after the earlier of the following two dates: (i) the date twelve (12) months immediately preceding any such violation; or (ii) the date six (6) months prior to the Employee’s termination of employment with the Mondelēz Group. The Employee shall repay to the Mondelēz Group the net proceeds in such a manner and on such terms and conditions as may be required by the Mondelēz Group, and the Mondelēz Group shall be entitled to set-off against the amount of any such net proceeds any amount owed to the Employee by the Mondelēz Group, in a way that is intended to avoid the |
4. | the Mondelēz Group shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security as the Employee acknowledges that such breach would cause the Mondelēz Group to suffer irreparable harm. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. |
The Employee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Employee’s personal data as described in this Agreement and any other Deferred Stock Unit grant materials (“Data”) by and among, as applicable, the Employer and the Mondelēz Group for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan. The Data is supplied by the Employer and also by the Employee through information collected in connection with the Agreement and the Plan. The Employee understands that the Company and the Employer may hold certain personal information about the Employee, including, but not limited to, the Employee’s name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Deferred Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Employee’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Employee understands that Data will be transferred to UBS Financial Services, Inc. (“UBS”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Employee understands that Data may also be transferred to the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, or such other public accounting firm that may be engaged by the Company in the future. The Employee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Employee’s country. The Employee understands that the Employee may request a list with the names and addresses of any potential recipients of the Data by contacting the Employee’s local human resources representative at Mondelez Malaysia Sales Sdn Bhd, Level 9, 1 First Avenue, 2A, Dataran Bandar Utama, Bandar Utama Damasara, 47800 Petaling Jaya, Selangor, Malaysia. The Employee authorizes the Company, UBS and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Employee’s participation in the Plan. The Employee understands that Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan. The Employee understands that the Employee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Employee’s local human resources representative. Further, the Employee understands that he or she is providing the consents herein on a purely voluntary basis. If the Employee does not consent, or if the Employee later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing the Employee’s consent is that the Company would not be able to grant the Employee Deferred Stock Units or other equity awards or administer or maintain such awards. The Employee also understands that the Company has no obligation to substitute other forms of awards or compensation in lieu of the Deferred Stock Units as a consequence of the Employee’s refusal or withdrawal of his or her consent. Therefore, the Employee understands that refusing or withdrawing his or her consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that he or she may contact his or her local human resources representative. | Pekerja dengan ini secara eksplisit dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadi Pekerja seperti yang diterangkan dalam Perjanjian ini serta mana-mana bahan-bahan geran Unit Saham Tertunda (“Data”) oleh dan di antara, seperti mana yang terpakai, Majikan serta Kumpulan Mondelez untuk tujuan ekslusif bagi melaksanakan, mentadbir dan menguruskan penyertaan Pekerja dalam Pelan. Data telah dibekalkan oleh pihak Majikan dan juga oleh Pekerja melalui informasi yang telah dikumpul berkaitan dengan Perjanjian dan Pelan. Pekerja memahami bahawa Syarikat dan Majikan mungkin memegang maklumat peribadi tertentu tentang Pekerja, termasuk, tetapi tidak terhad kepada, nama Pekerja, alamat rumah dan nombor telefon, almat emal, tarikh lahir, insurans sosial, nombor pasport atau pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa syer dalam Saham atau jawatan pengarah yang dipegang dalam Syarikat, maklumat berkaitan semua Unit Saham Tertunda atau apa-apa kelayakan lain untuk syer dalam saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun yang belum dijelaskan bagi faedah Pekerja, untuk tujuan eksklusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut. Pekerja memahami bahawa Data tersebut akan dipindahkan ke UBS Financial Services, Inc. (“UBS”) atau pembekal perkhidmatan pelan saham lain yang mungkin dipilih oleh Syarikat pada masa hadapan, yang membantu Syarikat melaksanakan, mentadbir dan menguruskan Pelan tersebut. Pekerja memahami bahawa Data juga mungkin dipindahkan kepada firma akauntansi awam berdaftar bebas Syarikat, PricewaterhouseCoopers LLP, atau firma akauntansi awam lain yang mungkin digunakan oleh Syarikat pada masa hadapan. Pekerja turut memahami bahawa penerima Data mungkin berada di Amerika Syarikat atau negara lain dan negara asal penerima Data (contohnya, Amerika Syarikat) mungkin mempunyai undang-undang data peribadi serta perlindungan yang berbeza daripada negara asal Pekerja. Pekerja memahami bahawa Pekerja boleh meminta satu senarai yang mengandungi nama dan alamat penerima-penerima Data yang berpotensi dengan menghubungi wakil sumber manusia tempatan Pekerja di Mondelez Malaysia Sales Sdn Bhd, Level 9, 1 First Avenue, 2A, Dataran Bandar Utama, Bandar Utama Damasara, 47800 Petaling Jaya, Selangor, Malaysia. Pekerjadengan ini membenarkan Syarikat, UBS dan mana-mana pihak yang mungkin menerima Data yang mungkin membantu pihak Syarikat (sekarang atau pada masa hadapan) dengan melaksanakan, mentadbir dan menguruskan Pelan untuk menerima, mempunya, mengguna, menyimpan serta memindah Data tersebut, dalam bentuk elektronik atau lain-lain, bagi tujuan tunggal untuk melaksana, mentadbir dan mengurus penyertaan Pekerja dalam Pelan. Pekerja memahami bahawa Data hanya akan disimpan untuk tempoh yang diperlukan untuk melaksana, mentadbir, dan mengurus penyertaan Pekerja dalam Pelan. Pekerja memahami bahawa Pekerja boleh, pada bila-bila masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes tanpa sebarang kos, dengan menghubungi secara bertulis wakil sumber manusia tempatannya. Selanjutnya, Pekerja memahami bahawa Pekerja memberikan persetujuan di sini secara sukarela. Jikalau, Pekerja tidak bersetuju, atau sekiranaya Pekerja kemudiannya membatalkan persetujuannya, status pekerjaan atau perkhidmatan dan kerjaya Pekerja dengan Majikan tidak akan terjejas; satu-satunya akibat jika Pekerja tidak bersetuju atau menarik balik persetujuan Pekerja adalah bahawa Syarikat tidak akan dapat memberikan kepada Pekerja opsyen atau anugerah-anugerah ekuiti yang lain atau mentadbir atau mengekalkan anugerah tersebut. Pekerja turut memahami bahawa pihak Syarikat tidak mempunyai sebarang kewajiban untuk menggantikan bentuk anugerah yang lain atau memberikan sebarang bentuk kompensasi sebagai pengganti opsyen disebabkan keengganan atau penarikan balik persetujuan Pekerja. Oleh kerana itu, Pekerja memahami bahawa keengganan atau penarikan balik persetujuan Pekerja boleh menjejaskan keupayaan Pekerja untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan Pekerja untuk memberikan keizinan atau penarikan balik keizinan, Pekerja memahami bahawa Pekerja boleh menghubungi wakil sumber manusia tempatannya. |
1. | The Company’s most recent Annual Report (Form 10-K): from the investor relations section of the Company’s website at http://www.mondelezinternational.com/investors. |
2. | The Company’s most recent Plan prospectus: a copy of which can be found on the Company’s Intranet site located at: https://intranet.mdlz.com/sites/globalhr/comp/Pages/Legal-Documents.aspx. |
1) | A cash sign-on award of $115,000, subject to a two-year repayment agreement. |
• | “Cause” has the meaning set forth in the CIC Plan. |
• | “Good Reason” has the meaning set forth in the CIC Plan. |
(i) | the amount of the expenses eligible for reimbursement or the in-kind benefits provided during any calendar year shall not affect the amount of the expenses eligible for reimbursement or the in-kind benefits to be provided in any other calendar year; |
(ii) | the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and |
(iii) | your right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. |
1. | a background check. The background screen is an investigative consumer report. Under the Fair Credit Reporting Act, you have the right to make a written request for information about the nature and scope of this report. If you wish to make such a request, you may direct your letter |
2. | post-offer drug screen via current Company protocols and |
3. | proof of eligibility to work in the United States. |
/s/ David H. Pendleton | January 6, 2020 | |
David H. Pendleton | Date | |
/s/ Gustavo Valle | January 6, 2020 | |
Gustavo Valle | Date | |
By: | /s/ David H. Pendleton |
By: | /s/ Gustavo Valle |
1. | I have reviewed this quarterly report on Form 10-Q of Mondelēz International, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ DIRK VAN DE PUT |
Dirk Van de Put Chairman and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Mondelēz International, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ LUCA ZARAMELLA |
Luca Zaramella Executive Vice President and Chief Financial Officer |
/s/ DIRK VAN DE PUT |
Dirk Van de Put |
Chairman and Chief Executive Officer |
April 28, 2020 |
/s/ LUCA ZARAMELLA |
Luca Zaramella |
Executive Vice President and |
Chief Financial Officer |
April 28, 2020 |