SEC Filing | Mondelēz International, Inc.

View:

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

PELTZ NELSON

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2014

3. Issuer Name and Ticker or Trading Symbol
Mondelez International, Inc. [ MDLZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	41,736,238	I⁽¹⁾⁽²⁾	Please see explnation below⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	11/08/2016⁽³⁾⁽⁴⁾⁽⁵⁾	Class A Common Stock	577,998	32.6118	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	11/08/2016⁽³⁾⁽⁴⁾⁽⁵⁾	Class A Common Stock	899,000	32.4327	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	01/08/2017⁽³⁾⁽⁴⁾⁽⁵⁾	Class A Common Stock	571,552	35.4351	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	01/08/2017⁽³⁾⁽⁴⁾⁽⁵⁾	Class A Common Stock	1,026,786	34.7308	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	01/08/2017⁽³⁾⁽⁴⁾⁽⁵⁾	Class A Common Stock	936,025	35.1604	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	01/18/2016⁽³⁾⁽⁴⁾⁽⁵⁾	Class A Common Stock	66,039	27.8084	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	01/18/2016⁽³⁾⁽⁴⁾⁽⁵⁾	Class A Common Stock	382,768	28.0233	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	01/18/2016⁽³⁾⁽⁴⁾⁽⁵⁾	Class A Common Stock	94,951	27.9611	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	01/18/2016⁽³⁾⁽⁴⁾⁽⁵⁾	Class A Common Stock	2,052	27.986	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Equity Swap	⁽⁶⁾⁽⁷⁾	02/13/2018	Class A Common Stock	1,134,000	27.6896	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Equity Swap	⁽⁶⁾⁽⁷⁾	01/19/2018	Class A Common Stock	182,189	27.8084	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Equity Swap	⁽⁶⁾⁽⁷⁾	01/19/2018	Class A Common Stock	1,055,985	28.0233	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Equity Swap	⁽⁶⁾⁽⁷⁾	01/19/2018	Class A Common Stock	261,953	27.9611	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Equity Swap	⁽⁶⁾⁽⁷⁾	01/19/2018	Class A Common Stock	5,659	27.986	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

PELTZ NELSON

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRIAN FUND MANAGEMENT, L.P.

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Master Fund ERISA, L.P. ("ERISA), Trian Partners Parallel Fund I, L.P. ("Parallel") Trian Partners Strategic Investment Fund, L.P. ("TPSIF"), Trian Partners Strategic Investment Fund II, L.P. ("TPSIF II"), Trian Partners Strategic Investment Fund-A, L.P. ("TPSIF-A"), Trian Partners Strategic Investment Fund-D, L.P. ("TPSIF-D"), Trian Partners Fund (Sub)-G, L.P. ("TPF-G"), Trian Partners SPV (SUB) VII, L.P. ("SPV VII"), Trian SPV (Sub) VII-L, L.P. ("SPV VII-L") and Trian SPV (Sub) VII-TR, L.P. ("SPV VII-TR" and collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them.

2. (FN 1, contd.) Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Accordingly, Mr. Peltz and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer.

3. Each of Trian Onshore, Trian Offshore, TPSIF and TPSIF II (collectively, the "Trian Option Holders") have entered into a series of privately negotiated back-to-back put and call transactions (the "Options") with a counterparty through which they acquired an economic interest in the indicated shares. In these transactions, simultaneously with the purchase of each call option from a counterparty, the Trian Option Holders also sold a put option to such counterparty for the same number of shares.

4. (FN 3, contd.) Pursuant to the put option, if on the expiration date of the Options, the exercise price per share of the call option were greater than the closing price of the shares on the expiration date (the "Closing Price"), then the counterparty would be entitled to cause the applicable Trian Option Holders, at their election, to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price.

5. (FN 4, contd.) The call options are exercisable into shares of common stock of the Issuer at any time, in whole or in part, prior to their expiration date. As part of these transactions, the Trian Option Holders pay each counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to one month LIBOR plus an applicable spread.

6. Each of SPV VII-L and SPV VII-TR have entered into a separate equity swap agreement with a counterparty (the "Swaps"). Under the terms of these Swaps, on each settlement date applicable to the expiration or earlier termination of such Swap (the "Settlement Date") each of SPV VII-L and SPV VII-TR will be obligated to pay to the counterparty any negative price performance (capital depreciation) of the reference shares as of such Settlement Date and the counterparty will be obligated to pay to each of SPV VII-L and SPV VII-TR any positive price performance (capital appreciation) of the reference shares as of such Settlement Date.

7. (FN6, contd.) In addition, on each Settlement Date, SPV VII-L and SPV VII-TR are obligated to pay to the counterparty a financing fee through such date at the rates set forth in the applicable contracts. On each Settlement Date, the counterparty is obligated to pay to SPV VII-L and SPV VII-TR any dividends that have accrued with respect to the notional number of shares subject to settlement as of such date. All balances will be cash settled upon such Settlement Date. At no time during the term of the Swaps (including upon exercise or expiration) do SPV VII-L or SPV VII-TR have any voting or dispositive power over the reference shares.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney - Nelson Peltz Exhibit 24.2 - Power of Attorney - Trian Fund Management, L.P.

	Stuart I. Rosen, Attorney-in-Fact for Nelson Peltz	01/23/2014
	Stuart I. Rosen, Attorney-in-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P.	01/23/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24.1 POWER OF ATTORNEY

	Know all by these presents, that Nelson Peltz ("Principal") hereby constitutes
and appoints each of Brian L. Schorr, Stuart I. Rosen and Stacey L. Sayetta,
signing singly, the undersigned's true and lawful attorney-in-fact to:

	(1) complete and execute for and on behalf of the undersigned, in the
undersigned's capacity as (i) a director, and/or (ii) a 10% shareholder of
Mondelez International, Inc. (the "Company"), Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder and Form 144 in accordance with the Securities Act of 1933 and the
rules thereunder; and

	(2)  do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or
Form 144, complete and execute any amendment or amendments thereto, and timely
file such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority.

	The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934 ("Section 16").  The
undersigned hereby agrees on behalf of the undersigned and the undersigned's
heirs, executors, legal representatives and assigns to indemnify, defend and
hold each of the foregoing attorneys-in-fact harmless from and against any and
all claims that may arise against such attorney-in-fact by reason of any
violation by the undersigned of the undersigned's responsibilities under Section
16 or any other claim relating to any action taken by such attorney-in-fact
pursuant to this Power of Attorney.

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document.  As
the "principal," you give the person whom you choose (your "agent") authority to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even though you have
given your agent similar authority.  When your agent exercises this authority,
he or she must act according to any instructions you have provided or, where
there are no specific instructions, in your best interest. "Important
Information for the Agent" at the end of this document describes your agent's
responsibilities. Your agent can act on your behalf only after signing the Power
of Attorney before a notary public. You can request information from your agent
at any time.  If you are revoking a prior Power of Attorney by executing this
Power of Attorney, you should provide written notice of the revocation to your
prior agent(s) and to the financial institutions where your accounts are
located.  You can revoke or terminate your Power of Attorney at any time for any
reason as long as you are of sound mind.  If you are no longer of sound mind, a
court can remove an agent for acting improperly. Your agent cannot make health
care decisions for you.  You may execute a "Health Care Proxy" to do this.

The law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law library, or
online through the New York State Senate or Assembly websites,
www.senate.state.ny.us or www.assembly.state.ny.us.  If there is anything about
this document that you do not understand, you should ask a lawyer of your own
choosing to explain it to you.

This Power of Attorney shall remain in full force and effect until Principal is
no longer required to file any of Form 3, 4 or 5 or Form 144 with respect to
Principal's holdings of and transactions in securities issued by the Company,
unless earlier revoked by Principal in a signed writing delivered to any of the
foregoing attorneys-in-fact.  This Power of Attorney does not revoke or replace
any other power of attorney that Principal has previously granted.

IMPORTANT INFORMATION FOR THE AGENT:  When you accept the authority granted
under this Power of Attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal responsibilities
that continue until you resign or the Power of Attorney is terminated or
revoked.  You must:

(1)	act according to any instructions from the principal, or, where there are no
instructions, in the principal's best interest;

(2)	avoid conflicts that would impair your ability to act in the principal's
best interest;

(3)	keep the principal's property separate and distinct from any assets you own
or control, unless otherwise permitted by law;

(4) keep a record or all receipts, payments, and transactions conducted for the
principal; and

(5)	disclose your identity as an agent whenever you act for the principal by
writing or printing the principal's name and signing your own name as "agent" in
either of the following manner: (Principal's Name) by (Your Signature) as Agent,
or (your signature) as Agent for (Principal's Name).

You may not use the principal's assets to benefit yourself or give major gifts
to yourself or anyone else unless the principal has specifically granted you
that authority in this Power of Attorney or in a Statutory Major Gifts Rider
attached to this Power of Attorney. If you have that authority, you must act
according to any instructions of the principal or, where there are no such
instructions, in the principal's best interest. You may resign by giving written
notice to the principal and to any co-agent, successor agent, monitor if one has
been named in this document, or the principal's guardian if one has been
appointed. If there is anything about this document or your responsibilities
that you do not understand, you should seek legal advice.

Liability of agent:  The meaning of the authority given to you is defined in New
York's General Obligations Law, Article 5, Title 15.  If it is found that you
have violated the law or acted outside the authority granted to you in the Power
of Attorney, you may be liable under the law for your violation.

	IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed as of the dated specified below.


By:	/s/Nelson Peltz
	Nelson Peltz
	Date:  January 22, 2014



State of New York	)
			)ss.:
County of New York	)


On the 22 day of January in the year 2014 before me, the undersigned, personally
appeared Nelson Peltz, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.



/s/Jane A. Singletary
(Signature and office of individual taking acknowledgment.)

JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014


 By: /s/ Brian L. Schorr
 	Brian L. Schorr
	Date: January 22, 2014




State of New York	)
 	                ) ss.:
County of New York	)


On the 22 day of January in the year 2014 before me, the undersigned, personally
appeared Brian L. Schorr, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.



/s/Jane A. Singletary
(Signature and office of individual taking acknowledgment.)

JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014




 By: /s/Stuart I. Rosen
 	Stuart I. Rosen
	Date: January 22, 2014




State of New York	)
 	                ) ss.:
County of New York	)


On the 22nd day of January in the year 2014 before me, the undersigned,
personally appeared Stuart I. Rosen, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.



/s/Jane A. Singletary
(Signature and office of individual taking acknowledgment.)

JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014





 By: /s/ Stacey L. Sayetta
 	Stacey L. Sayetta
 	Date: January 22, 2014


State of New York	)
 	                ) ss.:
County of New York	)


On the 22 day of January in the year 2014 before me, the undersigned, personally
appeared Stacey L. Sayetta, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.



/s/Jane A. Singletary
(Signature and office of individual taking acknowledgment.)

JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014





Exhibit 24.2 - POWER OF ATTORNEY

Know all by these presents, that Nelson Peltz ("Principal") hereby constitutes
and appoints each of Brian L. Schorr, Stuart I. Rosen and Stacey L. Sayetta,
signing singly, the undersigned's true and lawful attorney-in-fact to:

	(1) complete and execute for and on behalf of the undersigned, in the
undersigned's capacity as (i) a member of Trian Fund Management GP, LLC, the
general partner of the undersigned, and/or (ii) a 10% shareholder of Mondelez
International, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form
144 in accordance with the Securities Act of 1933 and the rules thereunder; and

	(2)  do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or
Form 144, complete and execute any amendment or amendments thereto, and timely
file such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority.

	The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934 ("Section 16").  The
undersigned hereby agrees on behalf of the undersigned and the undersigned's
heirs, executors, legal representatives and assigns to indemnify, defend and
hold each of the foregoing attorneys-in-fact harmless from and against any and
all claims that may arise against such attorney-in-fact by reason of any
violation by the undersigned of the undersigned's responsibilities under Section
16 or any other claim relating to any action taken by such attorney-in-fact
pursuant to this Power of Attorney.

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document.  As
the "principal," you give the person whom you choose (your "agent") authority to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even though you have
given your agent similar authority.  When your agent exercises this authority,
he or she must act according to any instructions you have provided or, where
there are no specific instructions, in your best interest. "Important
Information for the Agent" at the end of this document describes your agent's
responsibilities. Your agent can act on your behalf only after signing the Power
of Attorney before a notary public. You can request information from your agent
at any time.  If you are revoking a prior Power of Attorney by executing this
Power of Attorney, you should provide written notice of the revocation to your
prior agent(s) and to the financial institutions where your accounts are
located.  You can revoke or terminate your Power of Attorney at any time for any
reason as long as you are of sound mind.  If you are no longer of sound mind, a
court can remove an agent for acting improperly. Your agent cannot make health
care decisions for you.  You may execute a "Health Care Proxy" to do this.

The law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law library, or
online through the New York State Senate or Assembly websites,
www.senate.state.ny.us or www.assembly.state.ny.us.  If there is anything about
this document that you do not understand, you should ask a lawyer of your own
choosing to explain it to you.

This Power of Attorney shall remain in full force and effect until Principal is
no longer required to file any of Form 3, 4 or 5 or Form 144 with respect to
Principal's holdings of and transactions in securities issued by the Company,
unless earlier revoked by Principal in a signed writing delivered to any of the
foregoing attorneys-in-fact.  This Power of Attorney does not revoke or replace
any other power of attorney that Principal has previously granted.

IMPORTANT INFORMATION FOR THE AGENT:  When you accept the authority granted
under this Power of Attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal responsibilities
that continue until you resign or the Power of Attorney is terminated or
revoked.  You must:

(1)	act according to any instructions from the principal, or, where there are no
instructions, in the principal's best interest;

(2)	avoid conflicts that would impair your ability to act in the principal's
best interest;

(3)	keep the principal's property separate and distinct from any assets you own
or control, unless otherwise permitted by law;

(4) keep a record or all receipts, payments, and transactions conducted for the
principal; and

(5)	disclose your identity as an agent whenever you act for the principal by
writing or printing the principal's name and signing your own name as "agent" in
either of the following manner: (Principal's Name) by (Your Signature) as Agent,
or (your signature) as Agent for (Principal's Name).

You may not use the principal's assets to benefit yourself or give major gifts
to yourself or anyone else unless the principal has specifically granted you
that authority in this Power of Attorney or in a Statutory Major Gifts Rider
attached to this Power of Attorney. If you have that authority, you must act
according to any instructions of the principal or, where there are no such
instructions, in the principal's best interest. You may resign by giving written
notice to the principal and to any co-agent, successor agent, monitor if one has
been named in this document, or the principal's guardian if one has been
appointed. If there is anything about this document or your responsibilities
that you do not understand, you should seek legal advice.

Liability of agent:  The meaning of the authority given to you is defined in New
York's General Obligations Law, Article 5, Title 15.  If it is found that you
have violated the law or acted outside the authority granted to you in the Power
of Attorney, you may be liable under the law for your violation.


	IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed as of the dated specified below.


TRIAN FUND MANAGEMENT, L.P.

By: Trian Fund Management GP, LLC, General Partner


By:     /s/Nelson Peltz
	Name:	Nelson Peltz
	Title:	Member
	Date:	January 22, 2014



State of New York	)
			)ss.:
County of New York	)

On the 22 day of January in the year 2014 before me, the undersigned, personally
appeared Nelson Peltz, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.



/s/Jane A. Singletary
(Signature and office of individual taking acknowledgment.)

JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014





 By: /s/ Brian L. Schorr
 	Brian L. Schorr
	Date: January 22, 2014




State of New York	)
			)ss.:
County of New York	)

On the 22 day of January in the year 2014 before me, the undersigned, personally
appeared Brian L. Schorr, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.



/s/Jane A. Singletary
(Signature and office of individual taking acknowledgment.)

JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014




 By: /s/Stuart I. Rosen
 	Stuart I. Rosen
	Date: January 22, 2014




State of New York	)
			)ss.:
County of New York	)


On the 22 day of January in the year 2014 before me, the undersigned, personally
appeared Stuart I. Rosen, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.



/s/Jane A. Singletary
(Signature and office of individual taking acknowledgment.)

JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014





By: /s/ Stacey L. Sayetta
 	Stacey L. Sayetta
 	Date: January 22, 2014




State of New York	)
			)ss.:
County of New York	)


On the 22 day of January in the year 2014 before me, the undersigned, personally
appeared Stacey L. Sayetta, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.



/s/Jane A. Singletary
(Signature and office of individual taking acknowledgment.)

JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014