16 unchanged sentences
Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
+Added: The scope of Management’s assessment of internal control over financial reporting excludes 0.4% of the Company’s consolidated total assets and 1% of the Company’s consolidated net revenues related to Give & Go, which was acquired on April 1, 2020.
Based on this assessment, management concluded that the Company’s internal control over financial reporting is effective as of December 31, 2020, based on the criteria in Internal Control Integrated Framework issued by the COSO.
3 unchanged sentences
Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended December 31, 2020.
−Removed: We continued to refine information technology security measures and business process controls.
+Added: Many of our employees and those of our outsourcing partners and other accounting service providers continued to work remotely as a significant number of our and their offices were closed in response to the COVID-19 outbreak.
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
39 unchanged sentences
Exhibits and Financial Statement Schedules.
−Removed: Index to Consolidated Financial Statements and Schedules
+Added: (a) Index to Consolidated Financial Statements and Schedules
Report of Independent Registered Public Accounting Firm
7 unchanged sentences
Schedules other than those listed above have been omitted either because such schedules are not required or are not applicable.
−Removed: The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
+Added: (b) The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
2.1 Separation and Distribution Agreement between the Registrant and Kraft Foods Group, Inc., dated as of September 27, 2012 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012).
7 unchanged sentences
2.7 Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, among Intercontinental Great Brands LLC and Kraft Foods Group Brands LLC, effective as of September 28, 2016 (incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2017).
−Removed: Fourth Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, among Intercontinental Great Brands LLC and Kraft Foods Group Brands LLC, dated as of October 28, 2019.
+Added: 2.8 Fourth Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, among Intercontinental Great Brands LLC and Kraft Foods Group Brands LLC, dated as of October 28, 2019 (incorporated by reference to Exhibit 2,8 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 7, 2020).
3.1 Amended and Restated Articles of Incorporation of the Registrant, effective March 14, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2013).
−Removed: Amended and Restated By-Laws of the Registrant, effective as of October 9, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 7, 2015).
+Added: 3.2 Amended and Restated By-Laws of the Registrant, effective as of March 17, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 18, 2020).
4.1 Description of the Registrant's capital stock and debt securities registered under Section 12 of the Exchange Act.
6 unchanged sentences
1, dated February 13, 2019, between the Registrant and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on February 13, 2019).
+Added: 4.7 Supplemental Indenture No.
+Added: 2, dated April 13, 2020, between Mondelēz International, Inc.
+Added: and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed with the SEC on April 13, 2020).
4.8 Indenture, by and between Mondelez International Holdings Netherlands B.V, the Registrant and Deutsche Bank Trust Company Americas, dated as of October 28, 2016 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 28, 2016).
1 unchanged sentence
4.10 Second Supplemental Indenture, dated as of October 2, 2019, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 2, 2019).
+Added: 4.11 Third Supplemental Indenture, dated as of September 22, 2020, by and among Mondelez International Holdings Netherlands B.V., as issuer, Mondelēz International, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 24, 2020).
10.1 Five-Year Revolving Credit Agreement, dated February 27, 2019, by and among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 27, 2019).
−Removed: $1.5 Billion Term Loan Agreement, by and among Mondelēz International Holdings Netherlands B.V., the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent, dated October 14, 2016 (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 24, 2017).
−Removed: 364-Day Revolving Credit Agreement, dated February 27, 2019, by and among Mondelēz International, Inc., the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 27, 2019).
+Added: 10.2 364-Day Revolving Credit Agreement, dated February 26, 2020, by and among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 27, 2020).
10.3 Term Loan Agreement, dated September 13, 2019, by and among Mondelez International Holdings Netherlands B.V., as borrower, Mondelēz International, Inc., as guarantor, the lenders named therein, MUFG Bank, Ltd., BofA Securities, Inc., Barclays Bank PLC, Credit Suisse Loan Funding LLC, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., TD Securities (USA) LLC and Wells Fargo Securities, LLC, as joint lead arrangers, and MUFG Bank, Ltd.
6 unchanged sentences
(formerly Charger OpCo B.V.), dated July 28, 2015 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2015).
−Removed: Amended and Restated Shareholders’ Agreement Relating to Charger Top Holdco B.V.
−Removed: by and among Delta Charger Holdco B.V., JDE Minority Holdings B.V., Mondelēz Coffee Holdco B.V.
−Removed: and Jacobs Douwe Egberts B.V., dated March 7, 2016 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 28, 2016).
−Removed: Shareholders’ Agreement Relating to Maple Parent Holdings Corp.
−Removed: by and among Maple Holdings II B.V., Mondelēz International Holdings LLC and Maple Parent Holdings Corp., dated March 7, 2016 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 28, 2016).
+Added: 10.7 Investor Rights Agreement between Acorn Holdings B.V., Mondelez Coffee HoldCo B.V.
+Added: and JDE Peet’s B.V., dated May 25, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on June 2, 2020).
+Added: 10.8 Letter Agreement between Mondelez Coffee HoldCo B.V., Acorn Holdings B.V., Delta Charger HoldCo B.V., JDE Minority Holdings B.V.
+Added: and JACOBS DOUWE EGBERTS B.V., dated May 30, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on June 2, 2020).
10.9 Investor Rights Agreement by and among Keurig Dr Pepper Inc., Maple Holdings B.V.
and Mondelēz International Holdings LLC, dated July 9, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 10, 2018).
−Removed: Second Amended and Restated Shareholders’ Agreement Relating to Jacobs Douwe Egberts B.V.
−Removed: by and among Delta Charger Holdco B.V., JDE Minority Holdings B.V., Mondelēz Coffee Holdco B.V.
−Removed: and Jacobs Douwe Egberts B.V., dated July 9, 2018 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 10, 2018).
−Removed: Amendment and Termination Agreement of the Shareholders’ Agreement Relating to Maple Parent Holdings Corp.
−Removed: by and among Maple Holdings B.V., Mondelēz International Holdings LLC and Maple Parent Holdings Corp., dated July 9, 2018 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 10, 2018).
10.10 Settlement Agreement, between the Registrant and Kraft Foods Group, Inc., dated June 22, 2015 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2015).
6 unchanged sentences
10.14 Form of Mondelēz International, Inc.
−Removed: Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2019).
−Removed: Form of Mondelēz International, Inc.
−Removed: Amended and Restated 2005 Performance Incentive Plan Global Long-Term Incentive Grant Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2017).
+Added: Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Option Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020).
10.15 Form of Mondelēz International, Inc.
3 unchanged sentences
10.17 Form of Mondelēz International, Inc.
−Removed: Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 9, 2018).
+Added: Amended and Restated 2005 Performance Incentive Plan Global Long-Term Incentive Grant Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020).
10.18 Form of Mondelēz International, Inc.
2 unchanged sentences
Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 1, 2019).
+Added: 10.20 Form of Mondelēz International, Inc.
+Added: Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020).
10.21 Mondelēz Global LLC Supplemental Benefits Plan I, effective as of September 1, 2012 (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013).
13 unchanged sentences
10.32 Deferred Compensation Plan Trust Document, by and between Mondelēz Global LLC and Wilmington Trust Retirement and Institutional Services Company, dated as of September 18, 2012 (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2013).
−Removed: Kraft Foods Deutschland Pension Scheme Supplementary Benefits 2005/ Deferral (Non-Qualified Deferred Compensation Plan) (English translation), effective as of September 1, 2005 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018).
−Removed: Annex to Kraft Foods Deutschland Pension Scheme Supplementary Benefits 2005/ Deferral (Non-Qualified Deferred Compensation Plan), effective as of January 1, 2013 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018).
10.33 Offer of Employment Letter, between the Registrant and Dirk Van de Put, dated July 27, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 2, 2017).
−Removed: Offer of Employment Letter, between the Registrant and Irene B.
−Removed: Rosenfeld, dated June 22, 2006 (incorporated by reference to Exhibit 10.29 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2006).
−Removed: Amendment to Offer of Employment Letter, between the Registrant and Irene B.
−Removed: Rosenfeld, amended as of December 31, 2008 (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 27, 2009).
−Removed: Offer of Employment Letter, between the Registrant and Daniel P.
−Removed: Myers, dated June 20, 2011 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2011).
10.34 Offer of Employment Letter, between Mondelēz Global LLC and Glen Walter, dated October 15, 2017 (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 9, 2018).
−Removed: Employment Letter (English Translation), between Kraft Foods Europe and Hubert Weber, dated August 11, 2010 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018).
10.35 Employment Letter, between Mondelēz Global LLC and Gerhard Pleuhs, dated August 23, 2016 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018).
4 unchanged sentences
10.39 Offer of Employment Letter, between Mondelēz Global LLC and Sandra MacQuillan, dated April 23, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on July 31, 2019).
−Removed: Separation Agreement and General Release, between Mondelēz Global LLC and Roberto de Oliveira Marques, dated May 24, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 26, 2017).
−Removed: Retirement Letter, between Mondelēz International, Inc.
−Removed: Rosenfeld, effective April 30, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 4, 2018).
−Removed: Settlement Agreement between Mondelez Deutschland Services GmbH & Co KG and Hubert Weber, dated December 14, 2018 (incorporated by reference to Exhibit 10.53 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 8, 2019).
−Removed: Settlement Agreement between Mondelez Europe GmbH and Hubert Weber, dated December 14, 2018 (incorporated by reference to Exhibit 10.54 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 8, 2019).
−Removed: Separation Agreement and General Release between Mondelēz Global LLC and Timothy Cofer, dated August 26, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on August 30, 2019).
+Added: 10.40 Offer of Employment Letter between the Registrant and Gustavo Valle, dated January 6, 2020 (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020).
+Added: 10.41 Offer of Employment Letter between Mondelēz Global LLC and Laura Stein, dated November 9, 2020.
10.42 Form of Indemnification Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 27, 2009).
2 unchanged sentences
10.44 Indemnification Agreement between the Registrant and Dirk Van de Put, dated November 20, 2017 (incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 9, 2018).
−Removed: Letter of PricewaterhouseCoopers LLP, dated October 29, 2018, relating to Change in Accounting Principle (incorporated by reference to Exhibit 18.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 2018).
21.1 Subsidiaries of the Registrant.
19 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
−Removed: /s/ DIRK VAN DE PUT
−Removed: Director, Chairman and
+Added: Signature Title Date
+Added: /s/ DIRK VAN DE PUT Director, Chairman and
Chief Executive Officer
1 unchanged sentence
(Dirk Van de Put)
−Removed: /s/ LUCA ZARAMELLA
−Removed: Executive Vice President and
+Added: /s/ LUCA ZARAMELLA Executive Vice President and
Chief Financial Officer
1 unchanged sentence
(Luca Zaramella)
−Removed: /s/ NELSON URDANETA
−Removed: Senior Vice President,
+Added: /s/ NELSON URDANETA Senior Vice President,
Corporate Controller and
3 unchanged sentences
/s/ LEWIS W.K.
−Removed: February 7, 2020
+Added: BOOTH Director February 5, 2021
/s/ CHARLES E.
−Removed: February 7, 2020
−Removed: February 7, 2020
−Removed: February 7, 2020
−Removed: February 7, 2020
−Removed: February 7, 2020
−Removed: February 7, 2020
−Removed: /s/ JOSEPH NEUBAUER
−Removed: February 7, 2020
−Removed: (Joseph Neubauer)
+Added: BUNCH Director February 5, 2021
+Added: CREW Director February 5, 2021
+Added: JULIBER Director February 5, 2021
+Added: MAY Director February 5, 2021
+Added: MESQUITA Director February 5, 2021
/s/ FREDRIC G.
−Removed: February 7, 2020
+Added: REYNOLDS Director February 5, 2021
/s/ CHRISTIANA S.
−Removed: February 7, 2020
+Added: SHI Director February 5, 2021
(Christiana S.
/s/ PATRICK T.
−Removed: February 7, 2020
+Added: SIEWERT Director February 5, 2021
+Added: /s/ MICHAEL A.
+Added: TODMAN Director February 5, 2021
/s/ JEAN-FRANÇOIS M.
−Removed: February 7, 2020
+Added: VAN BOXMEER Director February 5, 2021
(Jean-François M.
4 unchanged sentences
(in millions)
−Removed: Balance at Beginning of Period
−Removed: Charged to Costs and Expenses
−Removed: Charged to Other Accounts
−Removed: Balance at End of Period
+Added: Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period
Allowance for trade receivables $ 35 $ 10 $ ( 1 ) $ 2 $ 42
1 unchanged sentence
Allowance for long-term receivables 14 1 ( 3 ) — 12
−Removed: Allowance for deferred taxes
+Added: Valuation allowance for deferred taxes 1,243 119 24 109 1,277
+Added: $ 1,336 $ 131 $ 19 $ 113 $ 1,373
Allowance for trade receivables $ 40 $ 2 $ ( 4 ) $ 3 $ 35
1 unchanged sentence
Allowance for long-term receivables 24 — — 10 14
−Removed: Allowance for deferred taxes
+Added: Valuation allowance for deferred taxes 1,153 349 1 260 1,243
+Added: $ 1,264 $ 350 $ ( 2 ) $ 276 $ 1,336
Allowance for trade receivables $ 50 $ 3 $ ( 6 ) $ 7 $ 40
1 unchanged sentence
Allowance for long-term receivables 21 — 3 — 24
−Removed: Allowance for deferred taxes
−Removed: Primarily related to divestitures, acquisitions and currency translation.
−Removed: Represents charges for which allowances were created.
+Added: Valuation allowance for deferred taxes 853 409 4 113 1,153
+Added: $ 1,022 $ 402 $ ( 23 ) $ 137 $ 1,264
+Added: (a) Primarily related to divestitures, acquisitions and currency translation.
+Added: (b) Represents charges for which allowances were created.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.