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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Virginia
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52-2284372
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Three Parkway North, Deerfield, Illinois
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60015
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, no par value
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The Nasdaq Global Select Market
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2.375% Notes due 2021
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New York Stock Exchange LLC
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1.000% Notes due 2022
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New York Stock Exchange LLC
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1.625% Notes due 2023
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New York Stock Exchange LLC
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1.625% Notes due 2027
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New York Stock Exchange LLC
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2.375% Notes due 2035
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New York Stock Exchange LLC
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4.500% Notes due 2035
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New York Stock Exchange LLC
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3.875% Notes due 2045
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New York Stock Exchange LLC
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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Page No.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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Accelerate consumer-centric growth. As demands on consumers’ time increase and consumer eating habits evolve, we aim to meet consumers' needs for what they eat, why they buy and how and where they buy. We have developed a new approach, which we call demand spaces, to identify and address how consumers snack across different emotional or functional needs and occasions that we believe will allow us to meet consumer needs and identify innovation and renovation opportunities. We are also evolving our innovation approach to meet diverse, local consumer needs and we plan to test, learn and scale new product offerings quickly to meet evolving local and global snacking demand. We believe our greater understanding of consumers’ snacking needs will lead to meeting more of their needs and demand for snacks.
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•
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Drive operational excellence. Over the last five years, we have driven productivity gains and cost improvements across our business and increased our operating margins as a result. We plan to continue to improve efficiency by leveraging our global shared services platform, driving greater efficiencies in our supply chain and continuing to utilize Zero-Based Budgeting (“ZBB”) across our operations. We plan to focus on continuous improvement with a special focus on the consumer-facing areas of our business such as sales, marketing and customer service. We expect the improvements and efficiencies we drive will provide funds for growth and continue to expand profit dollars.
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•
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Build a winning growth culture. To support the acceleration of our growth, we are shifting toward a more agile, digital and local-first commercial focus. We are giving our local teams more autonomy to drive commercial and innovation plans as they are closer to the needs and desires of consumers. We will continue to leverage the efficiency and scale of our regional operating units while empowering our local commercial operations to respond faster to changing consumer preferences and capitalize on growth opportunities. Our digital transformation program will also help to enable consumer demand and sales opportunities. We believe these shifts will help drive profitable top-line growth.
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•
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Latin America
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•
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Asia, Middle East, and Africa (“AMEA”)
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•
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Europe
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•
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North America
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For the Years Ended December 31,
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2018
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2017
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2016
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(in millions)
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Segment operating income:
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Latin America
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$
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410
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11.1
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%
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$
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564
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14.7
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%
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$
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272
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8.8
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%
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AMEA
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702
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19.0
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%
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514
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13.4
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%
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505
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16.3
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%
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Europe
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1,734
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46.9
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%
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1,610
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42.0
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%
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1,198
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38.5
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%
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North America
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849
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23.0
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%
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1,144
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29.9
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%
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1,128
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36.4
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%
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|||
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$
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3,695
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100.0
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%
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$
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3,832
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100.0
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%
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$
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3,103
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100.0
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%
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•
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Biscuits (including cookies, crackers and salted snacks)
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•
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Chocolate
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•
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Gum & candy
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•
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Beverages
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•
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Cheese & grocery
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Percentage of 2018 Net Revenues by Product Category
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Segment
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Biscuits
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Chocolate
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Gum &
Candy
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Beverages
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Cheese & Grocery
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Total
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Latin America
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2.8
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%
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2.9
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%
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3.3
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%
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2.1
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%
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1.3
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%
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12.4
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%
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AMEA
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6.6
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%
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8.0
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%
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3.4
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%
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2.1
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%
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1.9
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%
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22.0
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%
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Europe
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12.1
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%
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19.6
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%
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2.8
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%
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0.4
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%
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4.2
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%
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39.1
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%
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North America
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21.6
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%
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1.0
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%
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3.9
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%
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—
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%
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—
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%
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26.5
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%
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43.1
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%
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31.5
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%
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13.4
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%
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4.6
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%
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7.4
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%
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100.0
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%
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For the Years Ended December 31,
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2018
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2017
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2016
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Biscuits - Cookies and crackers
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36
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%
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36
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%
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36
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%
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Chocolate - Tablets, bars and other
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32
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%
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31
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%
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30
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%
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Name
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Age
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Title
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Dirk Van de Put
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58
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Chief Executive Officer
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Luca Zaramella
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49
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Executive Vice President and Chief Financial Officer
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Paulette Alviti
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48
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Executive Vice President and Chief Human Resources Officer
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Maurizio Brusadelli
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50
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Executive Vice President and President, Asia Pacific, Middle East and Africa
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Timothy P. Cofer
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50
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Executive Vice President and Chief Growth Officer
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Vinzenz P. Gruber
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53
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Executive Vice President and President, Europe
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Robin S. Hargrove
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53
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Executive Vice President, Research, Development, Quality & Innovation
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Alejandro R. Lorenzo
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47
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Executive Vice President and President, Latin America
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Daniel P. Myers
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63
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Executive Vice President, Integrated Supply Chain
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Gerhard W. Pleuhs
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62
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Executive Vice President and General Counsel
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Henry Glendon (Glen) Walter IV
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50
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Executive Vice President and President, North America
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•
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compliance with U.S. laws affecting operations outside of the United States, including anti-bribery laws such as the Foreign Corrupt Practices Act (“FCPA”);
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•
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the imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our sales or key commodities like cocoa, potential changes in U.S. trade programs and trade relations with other countries, or regulations, taxes or policies that might negatively affect our sales or profitability;
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•
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compliance with antitrust and competition laws, trade laws, data privacy laws, anti-bribery laws, and a variety of other local, national and multinational regulations and laws in multiple regimes;
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•
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currency devaluations or fluctuations in currency values, including in developing markets such as Argentina, Brazil, China, Mexico, Russia, Turkey, Egypt, Nigeria, Ukraine and South Africa as well as in developed markets such as the United Kingdom and other countries within the European Union. This includes events like applying highly inflationary accounting as we did for our Argentinean subsidiaries beginning in July 2018;
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•
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changes in capital controls, including currency exchange controls, government currency policies such as demonetization in India or other limits on our ability to import raw materials or finished product into various countries or repatriate cash from outside the United States;
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•
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increased sovereign risk, such as default by or deterioration in the economies and credit ratings of governments, particularly in our Latin America and AMEA regions;
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•
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changes in local regulations and laws, the uncertainty of enforcement of remedies in non-U.S. jurisdictions, and foreign ownership restrictions and the potential for nationalization or expropriation of property or other resources;
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•
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varying abilities to enforce intellectual property and contractual rights;
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•
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discriminatory or conflicting fiscal policies;
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•
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greater risk of uncollectible accounts and longer collection cycles; and
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•
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design, implementation and use of effective control environment processes across our diverse operations and employee base.
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As of December 31, 2018
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Number of
Manufacturing
Facilities
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Number of
Distribution
Facilities
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Latin America (1)
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16
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5
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AMEA
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44
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25
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Europe
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57
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36
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North America
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15
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57
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Total
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132
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123
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Owned
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120
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14
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Leased
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12
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109
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Total
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132
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123
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(1)
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Excludes our deconsolidated Venezuela operations. Refer to Note 1, Summary of Significant Accounting Policies, for more information.
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As of December 31,
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Mondelēz
International
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S&P 500
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Performance
Peer Group
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2013
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$
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100.00
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$
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100.00
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$
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100.00
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2014
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104.58
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113.69
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107.71
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2015
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131.14
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115.26
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110.52
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2016
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131.88
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129.05
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113.80
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2017
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129.80
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157.22
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132.10
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2018
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124.26
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150.33
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124.28
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Period
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Total Number of Shares Purchased (1)
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Average Price Paid per Share (1)
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
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Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
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October 1-31, 2018
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3,397,244
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$
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41.72
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3,346,525
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$
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4,869
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November 1-30, 2018
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|
3,416,398
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|
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43.97
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|
3,369,178
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|
|
4,721
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December 1-31, 2018
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|
1,587,127
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44.24
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1,585,745
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|
|
4,650
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For the Quarter Ended
December 31, 2018
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8,400,769
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43.11
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8,301,448
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(1)
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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 restricted stock and deferred stock units that vested, totaling 50,719 shares, 47,220 shares and 1,382 shares for the fiscal months of October, November and December 2018, respectively.
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(2)
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Dollar values stated in millions. 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 $19.7 billion of Common Stock repurchases, and extended the program through December 31, 2020. See related information in Note 12, Capital Stock.
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|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
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(in millions, except per share and employee data)
|
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Continuing Operations (2)
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Net revenues
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$
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25,938
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|
|
$
|
25,896
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|
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$
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25,923
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$
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29,636
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$
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34,244
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Earnings from continuing operations,
net of taxes
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3,395
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2,842
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1,645
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7,291
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|
2,201
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|
|||||
Net earnings attributable to
Mondelēz International
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3,381
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2,828
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|
1,635
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|
7,267
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|
|
2,184
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|
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Per share, basic
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2.30
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|
|
1.87
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|
1.05
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|
|
4.49
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|
1.29
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Per share, diluted
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2.28
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|
|
1.85
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|
|
1.04
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|
|
4.44
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|
|
1.28
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|||||
Cash Flow and Financial Position (3)
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||||||||||
Net cash provided by operating activities
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3,948
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|
2,593
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|
|
2,838
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|
|
3,728
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|
|
3,562
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|||||
Capital expenditures
|
1,095
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|
|
1,014
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|
|
1,224
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|
|
1,514
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|
|
1,642
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Property, plant and equipment, net
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8,482
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|
|
8,677
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|
|
8,229
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|
|
8,362
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|
|
9,827
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|
|||||
Total assets
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62,729
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|
|
62,957
|
|
|
61,506
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|
|
62,843
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|
|
66,771
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|||||
Long-term debt
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12,532
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|
|
12,972
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|
|
13,217
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|
|
14,557
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|
|
13,821
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|
|||||
Total Mondelēz International
shareholders’ equity
|
25,637
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|
|
25,994
|
|
|
25,141
|
|
|
28,012
|
|
|
27,750
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|
|||||
Shares outstanding at year end (4)
|
1,451
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|
|
1,488
|
|
|
1,528
|
|
|
1,580
|
|
|
1,664
|
|
|||||
Per Share and Other Data
|
|
|
|
|
|
|
|
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|
||||||||||
Book value per shares outstanding
|
17.67
|
|
|
17.47
|
|
|
16.45
|
|
|
17.73
|
|
|
16.68
|
|
|||||
Dividends declared per share (5)
|
0.96
|
|
|
0.82
|
|
|
0.72
|
|
|
0.64
|
|
|
0.58
|
|
|||||
Common Stock closing price at year end
|
40.03
|
|
|
42.80
|
|
|
44.33
|
|
|
44.84
|
|
|
36.33
|
|
|||||
Number of employees
|
80,000
|
|
|
83,000
|
|
|
90,000
|
|
|
99,000
|
|
|
104,000
|
|
(1)
|
The selected financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K and Annual Reports on Form 10-K for earlier periods. During 2018, we moved to a quarter lag for recording Keurig Green Mountain, Inc. ("Keurig") and Keurig Dr Pepper Inc. ("KDP") results and we recast all prior periods since the inception of our investment in Keurig in 2016 on the same quarter lag basis - please see Note 6, Equity Method Investments, for more information. During 2018, we adopted the new Revenue Recognition accounting standard update and it did not have a material impact on any reported periods - see Note 1, Summary of Significant Accounting Policies for more information. A significant portion of our business is exposed to currency exchange rate fluctuation as a large portion of our assets, liabilities, revenue and expenses must be translated into U.S. dollars for reporting purposes. Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of operating results on a constant currency basis where noted.
|
(2)
|
Significant items impacting the comparability of our results from continuing operations include: Spin-Off Costs in 2014; the Simplify to Grow Program; the contribution of our global coffee businesses and investment in Jacobs Douwe Egberts ("JDE") and related gain in 2015; gain on equity method investment transactions in 2016-2018; other divestitures and sales of property in 2015-2018; acquisitions in 2015-2016 and 2018; the Cadbury acquisition-related Integration Program in 2014; losses on debt extinguishment in 2014-2018; unrealized gains on the coffee business transaction currency hedges in 2014-2015; debt tender offers completed in 2014-2016 and 2018; loss on deconsolidation of Venezuela in 2015; the remeasurement of net monetary assets in Venezuela in 2014-2015 and Argentina in 2018; accounting calendar changes in 2015; impairment charges related to intangible assets in 2014-2018; losses or gains related to interest rate swaps in 2015-2016 and 2018; impacts from the resolution of tax matters in 2017-2018; impacts from pension participation changes in 2018; CEO transition remuneration in 2017-2018; malware incident incremental expenses in 2017; and our provision for income taxes in all years, including the U.S. tax reform discrete net tax benefits or expenses in 2017-2018. Please refer to Note 1, Summary of Significant Accounting Policies; Note 2, Divestitures and Acquisitions; Note 5, Goodwill and Intangible Assets; Note 6, Equity Method Investments; Note 7, Restructuring Program; Note 8, Debt and Borrowing Arrangements; Note 9, Financial Instruments; Note 10, Benefit Plans; Note 13, Commitments and Contingencies; Note 15, Income Taxes; and Note 17, Segment Reporting and our Annual Reports on Form 10-K for earlier periods for additional information regarding items affecting comparability of our results from continuing operations.
|
(3)
|
Items impacting comparability primarily relate to the Keurig and JDE coffee business transactions in 2014-2016 and the loss on deconsolidation of Venezuela in 2015. Beginning in 2015, debt issuance costs related to recognized debt liabilities were recorded as a deduction from the related debt obligations instead of as long-term other assets on the consolidated balance sheet and we made this reclassification in the prior period presented for consistency. Please also refer to our previously filed Annual Reports on Form 10-K for additional information.
|
(4)
|
Refer to Note 12, Capital Stock, for additional information on our share repurchase program activity.
|
(5)
|
Refer to the Equity and Dividends section within Management’s Discussion and Analysis of Financial Condition and Results of Operations for information on our dividends.
|
•
|
Net revenues were approximately $25.9 billion in both 2018 and 2017, an increase of 0.2% in 2018 and a decrease of 0.1% in 2017. In 2018, net revenues grew due to higher net pricing and favorable volume/mix. Net revenues were also positively affected by the acquisition of a U.S. premium biscuit company, Tate's Bake Shop, in 2018. Net revenue growth was negatively affected by the impact of unfavorable currency translation and the impact of several business divestitures that occurred in 2017 which reduced net revenues in 2018 as compared to the prior year. In 2017, net revenues declined driven by several business divestitures that occurred during the year, partially offset by favorable currency translation and the impact of a biscuit acquisition in 2016.
|
•
|
Organic Net Revenue increased 2.4% to $26.2 billion in 2018 and increased 0.9% to $25.5 billion in 2017. In 2018, Organic Net Revenue increased as a result of higher net pricing and favorable volume/mix. In 2017, Organic Net Revenue increased as a result of higher net pricing partially offset by unfavorable volume/mix. Organic Net Revenue is on a constant currency basis and excludes revenue from divestitures and acquisitions. 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 increased 23.2% to $2.28 in 2018 and increased 77.9% to $1.85 in 2017. Diluted EPS increased in 2018 primarily driven by the after-tax gain on the KDP transaction, favorable year-over-year change in mark-to-market impacts from currency and commodity derivatives, operating gains, lower costs incurred for the Simplify to Grow Program, lower shares outstanding, increased equity method investment earnings and lower taxes, partially offset by the impact from pension participation changes, lapping the benefit from the resolution of tax matters and lapping a prior-year net gain on divestitures. Diluted EPS increased in 2017 as prior-year refinancing and higher restructuring activities drove lower interest and overhead costs in 2017. We also recorded benefits from resolving two local indirect tax matters and gains from divesting non-core businesses during 2017. See our Discussion and Analysis of Historical Results appearing later in this section for further details.
|
•
|
Adjusted EPS increased 13.6% to $2.43 in 2018 and increased 16.3% to $2.14 in 2017. On a constant currency basis, Adjusted EPS increased 15.0% to $2.46 in 2018 and increased 15.8% to $2.13 in 2017. For 2018, operating gains, lower shares outstanding, increased equity method investment earnings, lower taxes and lower interest drove the Adjusted EPS growth. For 2017, operating gains, lower interest expense, increased equity method investment earnings and lower shares outstanding were the significant drivers of Adjusted EPS 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).
|
(1)
|
The gain on equity method investment transactions is recorded outside pre-tax operating results on the consolidated statement of earnings.
|
(2)
|
Refer to our Annual Report on Form 10-K for the year ended December 31, 2017 for more information on prior-year intangible asset impairment charges.
|
(3)
|
Please see the Non-GAAP Financial Measures section at the end of this item for additional information.
|
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ change
|
|
% change
|
|||||||
|
(in millions, except per share data)
|
|
|
|||||||||||
Net revenues
|
$
|
25,938
|
|
|
$
|
25,896
|
|
|
$
|
42
|
|
|
0.2
|
%
|
Operating income
|
3,312
|
|
|
3,462
|
|
|
(150
|
)
|
|
(4.3
|
)%
|
|||
Earnings from continuing operations
|
3,395
|
|
|
2,842
|
|
|
553
|
|
|
19.5
|
%
|
|||
Net earnings attributable to
Mondelēz International
|
3,381
|
|
|
2,828
|
|
|
553
|
|
|
19.6
|
%
|
|||
Diluted earnings per share attributable to
Mondelēz International
|
2.28
|
|
|
1.85
|
|
|
0.43
|
|
|
23.2
|
%
|
|
2018
|
|
Change in net revenues (by percentage point)
|
|
|
Total change in net revenues
|
0.2
|
%
|
Add back the following items affecting comparability:
|
|
|
Unfavorable currency
|
1.4
|
pp
|
Impact of acquisition
|
(0.2
|
)pp
|
Impact of divestitures
|
1.0
|
pp
|
Total change in Organic Net Revenue (1)
|
2.4
|
%
|
Higher net pricing
|
1.3
|
pp
|
Favorable volume/mix
|
1.1
|
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 Year Ended December 31, 2017
|
|
$
|
3,462
|
|
|
|
|
Simplify to Grow Program (2)
|
|
777
|
|
|
|
||
Intangible asset impairment charges (3)
|
|
109
|
|
|
|
||
Mark-to-market losses from derivatives (4)
|
|
96
|
|
|
|
||
Malware incident incremental expenses
|
|
84
|
|
|
|
||
Acquisition integration costs (5)
|
|
3
|
|
|
|
||
Divestiture-related costs (5)
|
|
31
|
|
|
|
||
Operating income from divestitures (5)
|
|
(61
|
)
|
|
|
||
Net gain on divestitures (5)
|
|
(186
|
)
|
|
|
||
Impact from resolution of tax matters (6)
|
|
(209
|
)
|
|
|
||
CEO transition remuneration (1)
|
|
14
|
|
|
|
||
Other/rounding
|
|
(1
|
)
|
|
|
||
Adjusted Operating Income (1) for the Year Ended December 31, 2017
|
|
$
|
4,119
|
|
|
|
|
Higher net pricing
|
|
332
|
|
|
|
||
Higher input costs
|
|
(42
|
)
|
|
|
||
Favorable volume/mix
|
|
43
|
|
|
|
||
Higher selling, general and administrative expenses
|
|
(83
|
)
|
|
|
||
VAT-related settlement in 2018
|
|
21
|
|
|
|
||
Property insurance recovery in 2017
|
|
(27
|
)
|
|
|
||
Impact from acquisition (7)
|
|
7
|
|
|
|
||
Other
|
|
6
|
|
|
|
||
Total change in Adjusted Operating Income (constant currency) (1)
|
|
257
|
|
|
6.2
|
%
|
|
Unfavorable currency translation
|
|
(55
|
)
|
|
|
||
Total change in Adjusted Operating Income (1)
|
|
202
|
|
|
4.9
|
%
|
|
Adjusted Operating Income (1) for the Year Ended December 31, 2018
|
|
$
|
4,321
|
|
|
|
|
Simplify to Grow Program (2)
|
|
(626
|
)
|
|
|
||
Intangible asset impairment charges (3)
|
|
(68
|
)
|
|
|
||
Mark-to-market gains from derivatives (4)
|
|
141
|
|
|
|
||
Acquisition integration costs (5)
|
|
(3
|
)
|
|
|
||
Acquisition-related costs (5)
|
|
(13
|
)
|
|
|
||
Divestiture-related costs (5)
|
|
1
|
|
|
|
||
Remeasurement of net monetary position (8)
|
|
(11
|
)
|
|
|
||
Impact from pension participation changes (9)
|
|
(423
|
)
|
|
|
||
Impact from resolution of tax matters (6)
|
|
15
|
|
|
|
||
CEO transition remuneration (1)
|
|
(22
|
)
|
|
|
||
Operating Income for the Year Ended December 31, 2018
|
|
$
|
3,312
|
|
|
(4.3
|
)%
|
(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 5, Goodwill and Intangible Assets, for more information on trademark impairments.
|
(4)
|
Refer to Note 9, Financial Instruments, Note 17, 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.
|
(5)
|
Refer to Note 2, Divestitures and Acquisitions, for more information on prior-year divestitures and the June 7, 2018 acquisition of Tate's Bake Shop and the 2016 acquisition of a biscuit business in Vietnam.
|
(6)
|
Refer to Note 13, Commitments and Contingencies – Tax Matters, for more information.
|
(7)
|
Refer to Note 2, Divestitures and Acquisitions - includes the impact from the June 7, 2018 acquisition of Tate's Bake Shop.
|
(8)
|
Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.
|
(9)
|
Refer to Note 10, Benefit Plans, for more information.
|
|
Diluted EPS
|
||
|
|
||
Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2017
|
$
|
1.85
|
|
Simplify to Grow Program (2)
|
0.39
|
|
|
Intangible asset impairment charges (2)
|
0.05
|
|
|
Mark-to-market losses from derivatives (2)
|
0.06
|
|
|
Malware incident incremental expenses
|
0.04
|
|
|
Acquisition integration costs (2)
|
—
|
|
|
Divestiture-related costs (2)
|
0.02
|
|
|
Net earnings from divestitures (2)
|
(0.03
|
)
|
|
Net gain on divestitures (2)
|
(0.11
|
)
|
|
Impact from resolution of tax matters (2)
|
(0.13
|
)
|
|
CEO transition remuneration (2)
|
0.01
|
|
|
U.S. tax reform discrete net tax benefit (3)
|
(0.03
|
)
|
|
Gain on equity method investment transaction (4)
|
(0.02
|
)
|
|
Equity method investee acquisition-related and other adjustments (5)
|
0.04
|
|
|
Adjusted EPS (1) for the Year Ended December 31, 2017
|
$
|
2.14
|
|
Increase in operations
|
0.13
|
|
|
Increase in equity method investment net earnings
|
0.05
|
|
|
VAT-related settlement in 2018
|
0.01
|
|
|
Property insurance recovery in 2017
|
(0.01
|
)
|
|
Impact from acquisition (2)
|
—
|
|
|
Changes in interest and other expense, net (6)
|
0.02
|
|
|
Changes in income taxes (7)
|
0.05
|
|
|
Changes in shares outstanding (8)
|
0.07
|
|
|
Adjusted EPS (constant currency) (1) for the Year Ended December 31, 2018
|
$
|
2.46
|
|
Unfavorable currency translation
|
(0.03
|
)
|
|
Adjusted EPS (1) for the Year Ended December 31, 2018
|
$
|
2.43
|
|
Simplify to Grow Program (2)
|
(0.32
|
)
|
|
Intangible asset impairment charges (2)
|
(0.03
|
)
|
|
Mark-to-market gains from derivatives (2)
|
0.09
|
|
|
Acquisition integration costs (2)
|
—
|
|
|
Acquisition-related costs (2)
|
(0.01
|
)
|
|
Divestiture-related costs (2)
|
—
|
|
|
Remeasurement of net monetary position (2)
|
(0.01
|
)
|
|
Impact from pension participation changes (2)
|
(0.22
|
)
|
|
Impact from resolution of tax matters (2)
|
0.01
|
|
|
CEO transition remuneration (2)
|
(0.01
|
)
|
|
Net gain related to interest rate swaps (9)
|
0.01
|
|
|
Loss on debt extinguishment (10)
|
(0.07
|
)
|
|
U.S. tax reform discrete net tax expense (3)
|
(0.01
|
)
|
|
Gain on equity method investment transaction (4)
|
0.39
|
|
|
Equity method investee acquisition-related and other adjustments (5)
|
0.03
|
|
|
Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2018
|
$
|
2.28
|
|
(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 15, Income Taxes, for more information on the impact of the U.S. tax reform.
|
(4)
|
Refer to Note 6, Equity Method Investments, for more information on the KDP transaction in 2018 and the 2017 sale of an interest in one of our equity method investments.
|
(5)
|
Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, restructuring program costs and discrete U.S. tax reform impacts recorded by our JDE and Keurig equity method investees.
|
(6)
|
Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation.
|
(7)
|
Refer to Note 15, Income Taxes, for more information on the items affecting income taxes.
|
(8)
|
Refer to Note 11, Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 16, Earnings per Share, for earnings per share weighted-average share information.
|
(9)
|
Refer to Note 9, Financial Instruments, for information on our interest rate swaps that we no longer designate as cash flow hedges.
|
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ change
|
|
% change
|
|||||||
|
(in millions, except per share data)
|
|
|
|||||||||||
Net revenues
|
$
|
25,896
|
|
|
$
|
25,923
|
|
|
$
|
(27
|
)
|
|
(0.1
|
)%
|
Operating income
|
3,462
|
|
|
2,554
|
|
|
908
|
|
|
35.6
|
%
|
|||
Earnings from continuing operations
|
2,842
|
|
|
1,645
|
|
|
1,197
|
|
|
72.8
|
%
|
|||
Net earnings attributable to
Mondelēz International
|
2,828
|
|
|
1,635
|
|
|
1,193
|
|
|
73.0
|
%
|
|||
Diluted earnings per share attributable to
Mondelēz International
|
1.85
|
|
|
1.04
|
|
|
0.81
|
|
|
77.9
|
%
|
|
2017
|
|
Change in net revenues (by percentage point)
|
|
|
Total change in net revenues
|
(0.1
|
)%
|
Add back the following items affecting comparability:
|
|
|
Favorable currency
|
(0.3
|
)pp
|
Impact of acquisitions
|
(0.2
|
)pp
|
Impact of divestitures
|
1.5
|
pp
|
Total change in Organic Net Revenue (1)
|
0.9
|
%
|
Higher net pricing
|
1.5
|
pp
|
Unfavorable volume/mix
|
(0.6
|
)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 Year Ended December 31, 2016
|
|
$
|
2,554
|
|
|
|
|
Simplify to Grow Program (2)
|
|
1,072
|
|
|
|
||
Intangible asset impairment charges (3)
|
|
137
|
|
|
|
||
Mark-to-market losses from derivatives (4)
|
|
94
|
|
|
|
||
Acquisition integration costs (5)
|
|
7
|
|
|
|
||
Acquisition-related costs (5)
|
|
1
|
|
|
|
||
Divestiture-related costs (6)
|
|
86
|
|
|
|
||
Operating income from divestitures (6)
|
|
(153
|
)
|
|
|
||
Gain on divestiture (6)
|
|
(9
|
)
|
|
|
||
Gain on sale of intangible assets (7)
|
|
(15
|
)
|
|
|
||
Other/rounding
|
|
(1
|
)
|
|
|
||
Adjusted Operating Income (1) for the Year Ended December 31, 2016
|
|
$
|
3,773
|
|
|
|
|
Higher net pricing
|
|
370
|
|
|
|
||
Higher input costs
|
|
(181
|
)
|
|
|
||
Unfavorable volume/mix
|
|
(160
|
)
|
|
|
||
Lower selling, general and administrative expenses
|
|
380
|
|
|
|
||
Gains on sales of property in 2016 (8)
|
|
(46
|
)
|
|
|
||
VAT-related settlement in 2016
|
|
(54
|
)
|
|
|
||
Property insurance recovery
|
|
27
|
|
|
|
||
Impact from acquisition (8)
|
|
8
|
|
|
|
||
Other
|
|
(1
|
)
|
|
|
||
Total change in Adjusted Operating Income (constant currency) (1)
|
|
343
|
|
|
9.1
|
%
|
|
Favorable currency translation
|
|
3
|
|
|
|
||
Total change in Adjusted Operating Income (1)
|
|
346
|
|
|
9.2
|
%
|
|
Adjusted Operating Income (1) for the Year Ended December 31, 2017
|
|
$
|
4,119
|
|
|
|
|
Simplify to Grow Program (2)
|
|
(777
|
)
|
|
|
||
Intangible asset impairment charges (3)
|
|
(109
|
)
|
|
|
||
Mark-to-market losses from derivatives (4)
|
|
(96
|
)
|
|
|
||
Malware incident incremental expenses
|
|
(84
|
)
|
|
|
||
Acquisition integration costs (5)
|
|
(3
|
)
|
|
|
||
Divestiture-related costs (6)
|
|
(31
|
)
|
|
|
||
Operating income from divestitures (6)
|
|
61
|
|
|
|
||
Net gain on divestitures (6)
|
|
186
|
|
|
|
||
Impact from resolution of tax matters (9)
|
|
209
|
|
|
|
||
CEO transition remuneration (1)
|
|
(14
|
)
|
|
|
||
Other/rounding
|
|
1
|
|
|
|
||
Operating Income for the Year Ended December 31, 2017
|
|
$
|
3,462
|
|
|
35.6
|
%
|
(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 2, Divestitures and Acquisitions, and Note 5, Goodwill and Intangible Assets, for more information on trademark impairments.
|
(4)
|
Refer to Note 9, Financial Instruments, Note 17, Segment Reporting, and Non-GAAP Financial Measures appearing later in this section for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.
|
(5)
|
Refer to Note 2, Divestitures and Acquisitions, for more information on the acquisition of a biscuit business in Vietnam.
|
(6)
|
Refer to Note 2, Divestitures and Acquisitions, for more information on the 2017 sales of a confectionery business in France, a grocery business in Australia and New Zealand, certain licenses of KHC-owned brands used in our grocery business within our Europe region, sale of one of our equity method investments and sale of a confectionary business in Japan. Additionally, the 2016 amount includes a sale of a confectionery business in Costa Rica.
|
(7)
|
Refer to Note 2, Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland.
|
(8)
|
Refer to Note 2, Divestitures and Acquisitions, for more information on the 2016 purchase of a license to manufacture, market and sell Cadbury-branded biscuits in additional key markets and other property sales in 2016.
|
(9)
|
Refer to Note 13, Commitments and Contingencies – Tax Matters, for more information. Primarily includes the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter and settlement of pre-acquisition Cadbury tax matters.
|
|
Diluted EPS
|
||
|
|
||
Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2016
|
$
|
1.04
|
|
Simplify to Grow Program (2)
|
0.51
|
|
|
Intangible asset impairment charges (2)
|
0.06
|
|
|
Mark-to-market losses from derivatives (2)
|
0.05
|
|
|
Acquisition integration costs (2)
|
0.01
|
|
|
Divestiture-related costs (2)
|
0.05
|
|
|
Net earnings from divestitures (2)
|
(0.08
|
)
|
|
Gain on sale of intangible assets (2)
|
(0.01
|
)
|
|
Loss related to interest rate swaps (3)
|
0.04
|
|
|
Loss on debt extinguishment (4)
|
0.17
|
|
|
Gain on equity method investment transaction (5)
|
(0.03
|
)
|
|
Equity method investee acquisition-related and other adjustments (6)
|
0.03
|
|
|
Adjusted EPS (1) for the Year Ended December 31, 2016
|
$
|
1.84
|
|
Increase in operations
|
0.22
|
|
|
Increase in equity method investment net earnings
|
0.06
|
|
|
Gains on sales of property in 2016 (2)
|
(0.02
|
)
|
|
VAT-related settlements in 2016
|
(0.04
|
)
|
|
Property insurance recovery
|
0.01
|
|
|
Impact from acquisition (2)
|
—
|
|
|
Changes in interest and other expense, net (7)
|
0.08
|
|
|
Changes in income taxes (8)
|
(0.07
|
)
|
|
Changes in shares outstanding (9)
|
0.05
|
|
|
Adjusted EPS (constant currency) (1) for the Year Ended December 31, 2017
|
$
|
2.13
|
|
Favorable currency translation
|
0.01
|
|
|
Adjusted EPS (1) for the Year Ended December 31, 2017
|
$
|
2.14
|
|
Simplify to Grow Program (2)
|
(0.39
|
)
|
|
Intangible asset impairment charges (2)
|
(0.05
|
)
|
|
Mark-to-market losses from derivatives (2)
|
(0.06
|
)
|
|
Malware incident incremental expenses
|
(0.04
|
)
|
|
Acquisition integration costs (2)
|
—
|
|
|
Divestiture-related costs (2)
|
(0.02
|
)
|
|
Net earnings from divestitures (2)
|
0.03
|
|
|
Net gain on divestitures (2)
|
0.11
|
|
|
Impact from resolution of tax matters (2)
|
0.13
|
|
|
CEO transition remuneration
|
(0.01
|
)
|
|
U.S. tax reform discrete net tax benefit (10)
|
0.03
|
|
|
Gain on equity method investment transaction (11)
|
0.02
|
|
|
Equity method investee acquisition-related and other adjustments (6)
|
(0.04
|
)
|
|
Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2017
|
$
|
1.85
|
|
(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 9, Financial Instruments, for more information on our interest rate swaps, which we no longer designate as cash flow hedges effective the first quarter of 2016 due to changes in financing and hedging plans.
|
(4)
|
Refer to Note 8, Debt and Borrowing Arrangements, for more information on our loss on debt extinguishment and related expenses in connection with our debt tender offers.
|
(5)
|
Refer to Note 6, Equity Method Investments – Keurig, for more information on the 2016 acquisition of an interest in Keurig.
|
(6)
|
Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, restructuring program costs and discrete U.S. tax reform impacts recorded by our JDE and Keurig equity method investees.
|
(7)
|
Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation.
|
(8)
|
Refer to Note 15, Income Taxes, for more information on the items affecting income taxes.
|
(9)
|
Refer to Note 11, Stock Plans, for more information on our equity compensation programs, Note 12, Capital Stock, for more information on our share repurchase program and Note 16, Earnings per Share, for earnings per share weighted-average share information.
|
(10)
|
Refer to Note 15, Income Taxes, for more information on the impact of the U.S. tax reform.
|
(11)
|
Refer to Note 6, Equity Method Investments, for more information on the 2017 sale of an interest in one of our equity method investments.
|
•
|
Latin America
|
•
|
AMEA
|
•
|
Europe
|
•
|
North America
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Earnings before income taxes:
|
|
|
|
|
|
||||||
Operating income:
|
|
|
|
|
|
||||||
Latin America
|
$
|
410
|
|
|
$
|
564
|
|
|
$
|
272
|
|
AMEA
|
702
|
|
|
514
|
|
|
505
|
|
|||
Europe
|
1,734
|
|
|
1,610
|
|
|
1,198
|
|
|||
North America
|
849
|
|
|
1,144
|
|
|
1,128
|
|
|||
Unrealized gains/(losses) on hedging activities
(mark-to-market impacts)
|
141
|
|
|
(96
|
)
|
|
(94
|
)
|
|||
General corporate expenses
|
(335
|
)
|
|
(282
|
)
|
|
(287
|
)
|
|||
Amortization of intangibles
|
(176
|
)
|
|
(178
|
)
|
|
(176
|
)
|
|||
Net gain on divestitures
|
—
|
|
|
186
|
|
|
9
|
|
|||
Acquisition-related costs
|
(13
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Operating income
|
3,312
|
|
|
3,462
|
|
|
2,554
|
|
|||
Benefit plan non-service income (1)
|
50
|
|
|
44
|
|
|
15
|
|
|||
Interest and other expense, net
|
(520
|
)
|
|
(382
|
)
|
|
(1,115
|
)
|
|||
Earnings before income taxes
|
$
|
2,842
|
|
|
$
|
3,124
|
|
|
$
|
1,454
|
|
(1)
|
During the first quarter of 2018, in connection with adopting a new pension cost classification accounting standard, we reclassified certain of our benefit plan component costs other than service costs out of operating income into a new line item, benefit plan non-service income, on our consolidated statements of earnings. As such, we have recast our historical operating income and segment operating income to reflect this reclassification, which had no impact to earnings before income taxes or net earnings.
|
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
3,202
|
|
|
$
|
3,566
|
|
|
$
|
(364
|
)
|
|
(10.2
|
)%
|
Segment operating income
|
410
|
|
|
564
|
|
|
(154
|
)
|
|
(27.3
|
)%
|
|||
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
3,566
|
|
|
$
|
3,392
|
|
|
$
|
174
|
|
|
5.1
|
%
|
Segment operating income
|
564
|
|
|
272
|
|
|
292
|
|
|
107.4
|
%
|
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
5,729
|
|
|
$
|
5,739
|
|
|
$
|
(10
|
)
|
|
(0.2
|
)%
|
Segment operating income
|
702
|
|
|
514
|
|
|
188
|
|
|
36.6
|
%
|
|||
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
5,739
|
|
|
$
|
5,816
|
|
|
$
|
(77
|
)
|
|
(1.3
|
)%
|
Segment operating income
|
514
|
|
|
505
|
|
|
9
|
|
|
1.8
|
%
|
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
10,122
|
|
|
$
|
9,794
|
|
|
$
|
328
|
|
|
3.3
|
%
|
Segment operating income
|
1,734
|
|
|
1,610
|
|
|
124
|
|
|
7.7
|
%
|
|||
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
9,794
|
|
|
$
|
9,755
|
|
|
$
|
39
|
|
|
0.4
|
%
|
Segment operating income
|
1,610
|
|
|
1,198
|
|
|
412
|
|
|
34.4
|
%
|
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
6,885
|
|
|
$
|
6,797
|
|
|
$
|
88
|
|
|
1.3
|
%
|
Segment operating income
|
849
|
|
|
1,144
|
|
|
(295
|
)
|
|
(25.8
|
)%
|
|||
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
6,797
|
|
|
$
|
6,960
|
|
|
$
|
(163
|
)
|
|
(2.3
|
)%
|
Segment operating income
|
1,144
|
|
|
1,128
|
|
|
16
|
|
|
1.4
|
%
|
|
As of December 31, 2018
|
||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
Fifty-Basis-Point
|
|
Fifty-Basis-Point
|
|||||||||||||
|
Increase
|
|
Decrease
|
|
Increase
|
|
Decrease
|
||||||||
|
(in millions)
|
||||||||||||||
Effect of change in discount rate on
pension costs
|
$
|
(14
|
)
|
|
$
|
15
|
|
|
$
|
(57
|
)
|
|
$
|
60
|
|
Effect of change in expected rate of return on
plan assets on pension costs
|
(8
|
)
|
|
8
|
|
|
(39
|
)
|
|
39
|
|
||||
Effect of change in discount rate on
postretirement health care costs
|
(3
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
Payments Due
|
||||||||||||||||||
|
Total
|
|
2019
|
|
2020-21
|
|
2022-23
|
|
2024 and Thereafter
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Debt (1)
|
$
|
15,248
|
|
|
$
|
2,647
|
|
|
$
|
4,877
|
|
|
$
|
2,548
|
|
|
$
|
5,176
|
|
Interest expense (2)
|
3,410
|
|
|
413
|
|
|
662
|
|
|
470
|
|
|
1,865
|
|
|||||
Capital leases
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases (3)
|
780
|
|
|
208
|
|
|
279
|
|
|
136
|
|
|
157
|
|
|||||
Purchase obligations: (4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory and production costs
|
5,198
|
|
|
3,433
|
|
|
1,191
|
|
|
235
|
|
|
339
|
|
|||||
Other
|
608
|
|
|
574
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|||||
|
25,246
|
|
|
7,276
|
|
|
7,044
|
|
|
3,389
|
|
|
7,537
|
|
|||||
U.S. tax reform transition liability (5)
|
1,160
|
|
|
112
|
|
|
193
|
|
|
248
|
|
|
607
|
|
|||||
Other long-term liabilities (6)
|
241
|
|
|
16
|
|
|
47
|
|
|
42
|
|
|
136
|
|
|||||
Total
|
$
|
26,647
|
|
|
$
|
7,404
|
|
|
$
|
7,284
|
|
|
$
|
3,679
|
|
|
$
|
8,280
|
|
(1)
|
Amounts include the expected cash payments of our debt excluding capital leases, which are presented separately in the table above. The amounts also exclude $70 million of net unamortized non-cash bond premiums, discounts, bank fees and mark-to-market adjustments related to our interest rate swaps recorded in total debt.
|
(2)
|
Amounts represent the expected cash payments of our interest expense on our long-term debt. Interest calculated on our euro, British pound sterling and Swiss franc notes was forecasted using currency exchange rates as of December 31, 2018. An insignificant amount of interest expense was excluded from the table for a portion of our other non-U.S. debt obligations due to the complexities involved in forecasting expected interest payments.
|
(3)
|
Operating lease payments represent the minimum rental commitments under non-cancelable operating leases.
|
(4)
|
Purchase obligations for inventory and production costs (such as raw materials, indirect materials and supplies, packaging, co-manufacturing arrangements, storage and distribution) are commitments for projected needs to be utilized in the normal course of business. Other purchase obligations include commitments for marketing, advertising, capital expenditures, information technology and professional services. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and approximate timing of the transaction. Most arrangements are cancelable without a significant penalty and with short notice (usually 30 days). Any amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.
|
(5)
|
In connection with U.S. tax reform, we currently estimate paying a total $1.3 billion transition tax liability through 2026. As of December 31, 2018, the amount outstanding was $1.2 billion. The amounts and timing of our tax payments are likely to change as a result of additional guidance issued. See Note 15, Income Taxes, for additional information on U.S. tax reform and its impact on our financial statements.
|
(6)
|
Other long-term liabilities in the table above include both the current and long-term related liabilities. We have included the estimated future benefit payments for our postretirement health care plans through December 31, 2028 of $198 million. We are unable to reliably estimate the timing of the payments beyond 2028; as such, they are excluded from the above table. There are also another $15 million of various other long-term liabilities that are expected to be paid over the next 5 years. In addition, the following long-term liabilities included on the consolidated balance sheet are excluded from the table above: accrued pension costs, estimated multiemployer pension plan withdrawal liabilities, unrecognized tax benefits, insurance accruals and other accruals. As of December 31, 2018, our unrecognized tax benefit, including associated interest and penalties, classified as a long-term payable is $550 million. We currently expect to make approximately $237 million in contributions to our pension plans in 2019. In 2018, we estimated a multiemployer pension plan withdrawal liability of $573 million. We anticipate receiving an assessment in 2019, and the ultimate withdrawal liability may change from the currently estimated amount. We will record any future adjustments in the period during which the liability is confirmed or as new information becomes available. We expect to pay the liability over a period of 20 years from the date of the assessment.
|
•
|
“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 our Power Brands.
|
•
|
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, Belarus, Georgia, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries. (Our developed markets include the entire North America region, the Europe region excluding the countries included in the emerging markets definition, and Australia, New Zealand and Japan from the AMEA region.)
|
•
|
Our Power Brands include some of our largest global and regional brands such as Oreo, Chips Ahoy!, Ritz, TUC/Club Social and belVita biscuits; Cadbury Dairy Milk, Milka and Lacta chocolate; Trident gum; Halls candy and Tang powdered beverages. As we shift our focus to invest in a wider group of global and local brands, after 2018, we will discontinue tracking Power Brands and have included it here for a final full-year comparison of results on this basis.
|
•
|
“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); 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. tax reform discrete 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. During 2018, we added to the non-GAAP definitions the exclusion of: remeasurement gains or losses related to remeasuring net monetary assets or liabilities in Argentina (see footnote (5) below) and the impact from pension participation changes (see footnote (9) below).
|
(2)
|
Divestitures include completed sales of businesses and exits of major product lines upon completion of a sale or licensing agreement. See Note 2, Divestitures and Acquisitions, for information on divestitures and acquisitions 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, we excluded the remeasurement gains or losses related to remeasuring net monetary assets or liabilities in Argentina to be consistent with our prior accounting for these remeasurement gains or losses for Venezuela when it was subject to highly inflationary accounting prior to 2016. See Note 1, Summary of Significant Accounting Policies, for more information.
|
(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 13, Commitments and Contingencies – Tax Matters, 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.
|
(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.
|
|
For the Year Ended December 31, 2018
|
|
For the Year Ended December 31, 2017
|
||||||||||||||||||||
|
Emerging
Markets
|
|
Developed
Markets
|
|
Total
|
|
Emerging
Markets
|
|
Developed
Markets
|
|
Total
|
||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||
Net Revenue
|
$
|
9,659
|
|
|
$
|
16,279
|
|
|
$
|
25,938
|
|
|
$
|
9,707
|
|
|
$
|
16,189
|
|
|
$
|
25,896
|
|
Impact of currency
|
604
|
|
|
(261
|
)
|
|
343
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of acquisitions
|
—
|
|
|
(52
|
)
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
|
(270
|
)
|
||||||
Organic Net Revenue
|
$
|
10,263
|
|
|
$
|
15,966
|
|
|
$
|
26,229
|
|
|
$
|
9,707
|
|
|
$
|
15,919
|
|
|
$
|
25,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
For the Year Ended December 31, 2018
|
|
For the Year Ended December 31, 2017 (1)
|
||||||||||||||||||||
|
Power
Brands
|
|
Non-Power
Brands
|
|
Total
|
|
Power
Brands
|
|
Non-Power
Brands
|
|
Total
|
||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||
Net Revenue
|
$
|
19,411
|
|
|
$
|
6,527
|
|
|
$
|
25,938
|
|
|
$
|
19,035
|
|
|
$
|
6,861
|
|
|
$
|
25,896
|
|
Impact of currency
|
224
|
|
|
119
|
|
|
343
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of acquisitions
|
—
|
|
|
(52
|
)
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
|
(270
|
)
|
||||||
Organic Net Revenue
|
$
|
19,635
|
|
|
$
|
6,594
|
|
|
$
|
26,229
|
|
|
$
|
19,035
|
|
|
$
|
6,591
|
|
|
$
|
25,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
For the Year Ended December 31, 2017
|
|
For the Year Ended December 31, 2016
|
||||||||||||||||||||
|
Emerging
Markets
|
|
Developed
Markets
|
|
Total
|
|
Emerging
Markets
|
|
Developed
Markets
|
|
Total
|
||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||
Net Revenue
|
$
|
9,707
|
|
|
$
|
16,189
|
|
|
$
|
25,896
|
|
|
$
|
9,357
|
|
|
$
|
16,566
|
|
|
$
|
25,923
|
|
Impact of currency
|
(19
|
)
|
|
(58
|
)
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of acquisitions
|
—
|
|
|
(59
|
)
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of divestitures
|
—
|
|
|
(270
|
)
|
|
(270
|
)
|
|
(10
|
)
|
|
(643
|
)
|
|
(653
|
)
|
||||||
Organic Net Revenue
|
$
|
9,688
|
|
|
$
|
15,802
|
|
|
$
|
25,490
|
|
|
$
|
9,347
|
|
|
$
|
15,923
|
|
|
$
|
25,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
For the Year Ended December 31, 2017
|
|
For the Year Ended December 31, 2016 (1)
|
||||||||||||||||||||
|
Power
Brands
|
|
Non-Power
Brands
|
|
Total
|
|
Power
Brands
|
|
Non-Power
Brands
|
|
Total
|
||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||
Net Revenue
|
$
|
18,913
|
|
|
$
|
6,983
|
|
|
$
|
25,896
|
|
|
$
|
18,372
|
|
|
$
|
7,551
|
|
|
$
|
25,923
|
|
Impact of currency
|
(97
|
)
|
|
20
|
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of acquisitions
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of divestitures
|
—
|
|
|
(270
|
)
|
|
(270
|
)
|
|
—
|
|
|
(653
|
)
|
|
(653
|
)
|
||||||
Organic Net Revenue
|
$
|
18,757
|
|
|
$
|
6,733
|
|
|
$
|
25,490
|
|
|
$
|
18,372
|
|
|
$
|
6,898
|
|
|
$
|
25,270
|
|
(1)
|
Each year we reevaluate our Power Brands and confirm the brands in which we will continue to make disproportionate investments. As such, we may make changes in our planned investments in primarily regional Power Brands following our annual review cycles. For 2018, we made limited changes to our list of regional Power Brands and as such, we reclassified 2017 and 2016 Power Brand net revenues on a basis consistent with the current list of Power Brands. As we shift our focus to invest in a wider group of global and local brands, after 2018, we will discontinue tracking Power Brands and have included it here for a final full-year comparison of results on this basis.
|
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Operating Income
|
$
|
3,312
|
|
|
$
|
3,462
|
|
|
$
|
(150
|
)
|
|
(4.3
|
)%
|
Simplify to Grow Program (1)
|
626
|
|
|
777
|
|
|
(151
|
)
|
|
|
||||
Intangible asset impairment charges (2)
|
68
|
|
|
109
|
|
|
(41
|
)
|
|
|
||||
Mark-to-market (gains)/losses from derivatives (3)
|
(141
|
)
|
|
96
|
|
|
(237
|
)
|
|
|
||||
Malware incident incremental expenses
|
—
|
|
|
84
|
|
|
(84
|
)
|
|
|
||||
Acquisition integration costs (4)
|
3
|
|
|
3
|
|
|
—
|
|
|
|
||||
Acquisition-related costs (5)
|
13
|
|
|
—
|
|
|
13
|
|
|
|
||||
Divestiture-related costs (5)
|
(1
|
)
|
|
31
|
|
|
(32
|
)
|
|
|
||||
Operating income from divestiture (5)
|
—
|
|
|
(61
|
)
|
|
61
|
|
|
|
||||
Gain on divestitures (5)
|
—
|
|
|
(186
|
)
|
|
186
|
|
|
|
||||
Remeasurement of net monetary position (6)
|
11
|
|
|
—
|
|
|
11
|
|
|
|
||||
Impact from pension participation changes (7)
|
423
|
|
|
—
|
|
|
423
|
|
|
|
||||
Impact from resolution of tax matters (8)
|
(15
|
)
|
|
(209
|
)
|
|
194
|
|
|
|
||||
CEO transition remuneration (9)
|
22
|
|
|
14
|
|
|
8
|
|
|
|
||||
Other/rounding
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
|
||||
Adjusted Operating Income
|
$
|
4,321
|
|
|
$
|
4,119
|
|
|
$
|
202
|
|
|
4.9
|
%
|
Unfavorable currency translation
|
55
|
|
|
—
|
|
|
55
|
|
|
|
||||
Adjusted Operating Income (constant currency)
|
$
|
4,376
|
|
|
$
|
4,119
|
|
|
$
|
257
|
|
|
6.2
|
%
|
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Operating Income
|
$
|
3,462
|
|
|
$
|
2,554
|
|
|
$
|
908
|
|
|
35.6
|
%
|
Simplify to Grow Program (1)
|
777
|
|
|
1,072
|
|
|
(295
|
)
|
|
|
||||
Intangible asset impairment charges (2)
|
109
|
|
|
137
|
|
|
(28
|
)
|
|
|
||||
Mark-to-market losses from derivatives (3)
|
96
|
|
|
94
|
|
|
2
|
|
|
|
||||
Malware incident incremental expenses
|
84
|
|
|
—
|
|
|
84
|
|
|
|
||||
Acquisition integration costs (4)
|
3
|
|
|
7
|
|
|
(4
|
)
|
|
|
||||
Acquisition-related costs (5)
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
|
||||
Divestiture-related costs (5)
|
31
|
|
|
86
|
|
|
(55
|
)
|
|
|
||||
Operating income from divestiture (5)
|
(61
|
)
|
|
(153
|
)
|
|
92
|
|
|
|
||||
Gain on divestitures (5)
|
(186
|
)
|
|
(9
|
)
|
|
(177
|
)
|
|
|
||||
Gain on sale of intangible assets (5)
|
—
|
|
|
(15
|
)
|
|
15
|
|
|
|
||||
Impact from resolution of tax matters (8)
|
(209
|
)
|
|
—
|
|
|
(209
|
)
|
|
|
||||
CEO transition remuneration (9)
|
14
|
|
|
—
|
|
|
14
|
|
|
|
||||
Other/rounding
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
|
||||
Adjusted Operating Income
|
$
|
4,119
|
|
|
$
|
3,773
|
|
|
$
|
346
|
|
|
9.2
|
%
|
Favorable currency translation
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
|
||||
Adjusted Operating Income (constant currency)
|
$
|
4,116
|
|
|
$
|
3,773
|
|
|
$
|
343
|
|
|
9.1
|
%
|
(1)
|
Refer to Note 7, Restructuring Program, for more information.
|
(2)
|
Refer to Note 5, Goodwill and Intangible Assets, for more information on trademark impairments.
|
(3)
|
Refer to Note 9, Financial Instruments, Note 17, 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, Divestitures and Acquisitions, for more information on the acquisition of a biscuit business in Vietnam.
|
(5)
|
Refer to Note 2, Divestitures and Acquisitions, for more information on prior-year divestitures, intangible asset sales and the June 7, 2018 acquisition of Tate's Bake Shop.
|
(6)
|
Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.
|
(7)
|
Refer to Note 10, Benefit Plans, for more information.
|
(8)
|
Refer to Note 13, Commitments and Contingencies – Tax Matters, for more information.
|
(9)
|
Refer to the Non-GAAP Financial Measures definition and related table notes.
|
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Diluted EPS attributable to Mondelēz International
|
$
|
2.28
|
|
|
$
|
1.85
|
|
|
$
|
0.43
|
|
|
23.2
|
%
|
Simplify to Grow Program (2)
|
0.32
|
|
|
0.39
|
|
|
(0.07
|
)
|
|
|
||||
Intangible asset impairment charges (2)
|
0.03
|
|
|
0.05
|
|
|
(0.02
|
)
|
|
|
||||
Mark-to-market (gains)/losses from derivatives (2)
|
(0.09
|
)
|
|
0.06
|
|
|
(0.15
|
)
|
|
|
||||
Malware incident incremental expenses
|
—
|
|
|
0.04
|
|
|
(0.04
|
)
|
|
|
||||
Acquisition integration costs (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
Acquisition-related costs (2)
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
|
||||
Divestiture-related costs (2)
|
—
|
|
|
0.02
|
|
|
(0.02
|
)
|
|
|
||||
Net earnings from divestitures (2)
|
—
|
|
|
(0.03
|
)
|
|
0.03
|
|
|
|
||||
Net gain on divestitures (2)
|
—
|
|
|
(0.11
|
)
|
|
0.11
|
|
|
|
||||
Remeasurement of net monetary position (2)
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
|
||||
Impact from pension participation changes (2)
|
0.22
|
|
|
—
|
|
|
0.22
|
|
|
|
||||
Impact from resolution of tax matters (2)
|
(0.01
|
)
|
|
(0.13
|
)
|
|
0.12
|
|
|
|
||||
CEO transition remuneration (2)
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
|
||||
Net gain related to interest rate swaps (3)
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
|
||||
Loss on debt extinguishment (4)
|
0.07
|
|
|
—
|
|
|
0.07
|
|
|
|
||||
U.S. tax reform discrete net tax expense/(benefit) (5)
|
0.01
|
|
|
(0.03
|
)
|
|
0.04
|
|
|
|
||||
Gain on equity method investment transactions (6)
|
(0.39
|
)
|
|
(0.02
|
)
|
|
(0.37
|
)
|
|
|
||||
Equity method investee acquisition-related
and other adjustments (7) |
(0.03
|
)
|
|
0.04
|
|
|
(0.07
|
)
|
|
|
||||
Adjusted EPS
|
$
|
2.43
|
|
|
$
|
2.14
|
|
|
$
|
0.29
|
|
|
13.6
|
%
|
Unfavorable currency translation
|
0.03
|
|
|
—
|
|
|
0.03
|
|
|
|
||||
Adjusted EPS (constant currency)
|
$
|
2.46
|
|
|
$
|
2.14
|
|
|
$
|
0.32
|
|
|
15.0
|
%
|
|
For the Years Ended
December 31, |
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Diluted EPS attributable to Mondelēz International
|
$
|
1.85
|
|
|
$
|
1.04
|
|
|
$
|
0.81
|
|
|
77.9
|
%
|
Simplify to Grow Program (2)
|
0.39
|
|
|
0.51
|
|
|
(0.12
|
)
|
|
|
||||
Intangible asset impairment charges (2)
|
0.05
|
|
|
0.06
|
|
|
(0.01
|
)
|
|
|
||||
Mark-to-market losses from derivatives (2)
|
0.06
|
|
|
0.05
|
|
|
0.01
|
|
|
|
||||
Malware incident incremental expenses
|
0.04
|
|
|
—
|
|
|
0.04
|
|
|
|
||||
Acquisition integration costs (2)
|
—
|
|
|
0.01
|
|
|
(0.01
|
)
|
|
|
||||
Divestiture-related costs (2)
|
0.02
|
|
|
0.05
|
|
|
(0.03
|
)
|
|
|
||||
Net earnings from divestitures (2)
|
(0.03
|
)
|
|
(0.08
|
)
|
|
0.05
|
|
|
|
||||
Net gain on divestitures (2)
|
(0.11
|
)
|
|
—
|
|
|
(0.11
|
)
|
|
|
||||
Gain on sale of intangible assets (2)
|
—
|
|
|
(0.01
|
)
|
|
0.01
|
|
|
|
||||
Impact from resolution of tax matters (2)
|
(0.13
|
)
|
|
—
|
|
|
(0.13
|
)
|
|
|
||||
CEO transition remuneration (2)
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
|
||||
Loss related to interest rate swaps (3)
|
—
|
|
|
0.04
|
|
|
(0.04
|
)
|
|
|
||||
Loss on debt extinguishment (4)
|
—
|
|
|
0.17
|
|
|
(0.17
|
)
|
|
|
||||
U.S. tax reform discrete net tax benefit (5)
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
|
||||
Gain on equity method investment transactions (6)
|
(0.02
|
)
|
|
(0.03
|
)
|
|
0.01
|
|
|
|
||||
Equity method investee acquisition-related
and other adjustments (7)
|
0.04
|
|
|
0.03
|
|
|
0.01
|
|
|
|
||||
Adjusted EPS
|
$
|
2.14
|
|
|
$
|
1.84
|
|
|
$
|
0.30
|
|
|
16.3
|
%
|
Favorable currency translation
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
|
||||
Adjusted EPS (constant currency)
|
$
|
2.13
|
|
|
$
|
1.84
|
|
|
$
|
0.29
|
|
|
15.8
|
%
|
(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 year ended December 31, 2018, taxes for the: Simplify to Grow Program were $(156) million, intangible asset impairment charges were $(16) million, mark-to-market gains from derivatives were $10 million, acquisition-related costs were $(3) million, impact from pension participation changes were $(108) million, impact from resolution of tax matters were $(6) million, CEO transition remuneration were $(5) million, net gain related to interest rate swaps were $2 million, loss on debt extinguishment were $(35) million, U.S. tax reform were $19 million, gain on equity method investment transaction were $192 million and equity method investee and other adjustments were $16 million.
|
•
|
For the year ended December 31, 2017, taxes for the: Simplify to Grow Program costs were $(190) million, intangible asset impairment charges were $(30) million, acquisition integration costs were zero, gain on equity method investment transactions were $15 million, net gain on divestitures were $7 million, net earnings on divestitures were $15 million, divestiture-related costs were $8 million, loss on debt extinguishment and related costs were $(4) million, malware incident incremental costs were $(27) million, benefits from resolution of tax matters were $75 million, equity method investee acquisition-related and other adjustments were $10 million, CEO transition remuneration were $(5) million, mark-to-market gains/(losses) from derivatives were $(6) million and U.S. tax reform were $(44) million.
|
•
|
For the year ended December 31, 2016, taxes for the: Simplify to Grow Program costs were $(288) million, intangible asset impairment charges were $(37) million, gain on sale of intangible assets were $3 million, acquisition integration costs were zero, net earnings from divestitures were $40 million, divestiture-related costs were $(15) million, loss on debt extinguishment and related costs were $(163) million, loss related to interest rate swaps were $(36) million, equity method investee acquisition-related and other adjustments were $3 million, gain on equity method investment transactions were $2 million and mark-to-market gains/(losses) from derivatives were $(11) 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 8, Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.
|
(5)
|
Refer to Note 15, Income Taxes, for more information on the impact of U.S. tax reform.
|
(6)
|
Refer to Note 6, Equity Method Investments, for more information on the KDP transaction in 2018, the 2017 sale of an interest in one of our equity method investments and the 2016 acquisition of an interest in Keurig.
|
(7)
|
Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, restructuring program costs and discrete U.S. tax reform impacts recorded by our JDE and Keurig equity method investees.
|
|
Pre-Tax Earnings Impact
|
|
Fair Value Impact
|
||||||||||||||||||||||||||||
|
At 12/31/18
|
|
Average
|
|
High
|
|
Low
|
|
At 12/31/18
|
|
Average
|
|
High
|
|
Low
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Instruments sensitive to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rates
|
|
|
|
|
|
|
|
|
$
|
35
|
|
|
$
|
33
|
|
|
$
|
36
|
|
|
$
|
27
|
|
||||||||
Foreign currency rates
|
$
|
19
|
|
|
$
|
30
|
|
|
$
|
39
|
|
|
$
|
19
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity prices
|
15
|
|
|
16
|
|
|
17
|
|
|
15
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Pre-Tax Earnings Impact
|
|
Fair Value Impact
|
||||||||||||||||||||||||||||
|
At 12/31/17
|
|
Average
|
|
High
|
|
Low
|
|
At 12/31/17
|
|
Average
|
|
High
|
|
Low
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Instruments sensitive to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rates
|
|
|
|
|
|
|
|
|
$
|
31
|
|
|
$
|
45
|
|
|
$
|
55
|
|
|
$
|
31
|
|
||||||||
Foreign currency rates
|
$
|
15
|
|
|
$
|
16
|
|
|
$
|
22
|
|
|
$
|
11
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity prices
|
14
|
|
|
17
|
|
|
24
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenues
|
$
|
25,938
|
|
|
$
|
25,896
|
|
|
$
|
25,923
|
|
Cost of sales
|
15,586
|
|
|
15,862
|
|
|
15,819
|
|
|||
Gross profit
|
10,352
|
|
|
10,034
|
|
|
10,104
|
|
|||
Selling, general and administrative expenses
|
6,475
|
|
|
5,938
|
|
|
6,546
|
|
|||
Asset impairment and exit costs
|
389
|
|
|
642
|
|
|
837
|
|
|||
Net gain on divestitures
|
—
|
|
|
(186
|
)
|
|
(9
|
)
|
|||
Amortization of intangibles
|
176
|
|
|
178
|
|
|
176
|
|
|||
Operating income
|
3,312
|
|
|
3,462
|
|
|
2,554
|
|
|||
Benefit plan non-service income
|
(50
|
)
|
|
(44
|
)
|
|
(15
|
)
|
|||
Interest and other expense, net
|
520
|
|
|
382
|
|
|
1,115
|
|
|||
Earnings before income taxes
|
2,842
|
|
|
3,124
|
|
|
1,454
|
|
|||
Provision for income taxes
|
(773
|
)
|
|
(666
|
)
|
|
(114
|
)
|
|||
Gain on equity method investment transactions
|
778
|
|
|
40
|
|
|
43
|
|
|||
Equity method investment net earnings
|
548
|
|
|
344
|
|
|
262
|
|
|||
Net earnings
|
3,395
|
|
|
2,842
|
|
|
1,645
|
|
|||
Noncontrolling interest earnings
|
(14
|
)
|
|
(14
|
)
|
|
(10
|
)
|
|||
Net earnings attributable to Mondelēz International
|
$
|
3,381
|
|
|
$
|
2,828
|
|
|
$
|
1,635
|
|
Per share data:
|
|
|
|
|
|
||||||
Basic earnings per share attributable to Mondelēz International
|
$
|
2.30
|
|
|
$
|
1.87
|
|
|
$
|
1.05
|
|
Diluted earnings per share attributable to Mondelēz International
|
$
|
2.28
|
|
|
$
|
1.85
|
|
|
$
|
1.04
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net earnings
|
$
|
3,395
|
|
|
$
|
2,842
|
|
|
$
|
1,645
|
|
Other comprehensive earnings/(losses), net of tax:
|
|
|
|
|
|
||||||
Currency translation adjustment
|
(865
|
)
|
|
1,198
|
|
|
(921
|
)
|
|||
Pension and other benefit plans
|
284
|
|
|
(57
|
)
|
|
(153
|
)
|
|||
Derivative cash flow hedges
|
(54
|
)
|
|
8
|
|
|
(75
|
)
|
|||
Total other comprehensive earnings/(losses)
|
(635
|
)
|
|
1,149
|
|
|
(1,149
|
)
|
|||
Comprehensive earnings
|
2,760
|
|
|
3,991
|
|
|
496
|
|
|||
less: Comprehensive earnings/(losses) attributable to
noncontrolling interests
|
12
|
|
|
42
|
|
|
(7
|
)
|
|||
Comprehensive earnings attributable to Mondelēz International
|
$
|
2,748
|
|
|
$
|
3,949
|
|
|
$
|
503
|
|
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,100
|
|
|
$
|
761
|
|
Trade receivables (net of allowances of $40 at December 31, 2018
and $50 at December 31, 2017)
|
2,262
|
|
|
2,691
|
|
||
Other receivables (net of allowances of $47 at December 31, 2018
and $98 at December 31, 2017)
|
744
|
|
|
835
|
|
||
Inventories, net
|
2,592
|
|
|
2,557
|
|
||
Other current assets
|
906
|
|
|
676
|
|
||
Total current assets
|
7,604
|
|
|
7,520
|
|
||
Property, plant and equipment, net
|
8,482
|
|
|
8,677
|
|
||
Goodwill
|
20,725
|
|
|
21,085
|
|
||
Intangible assets, net
|
18,002
|
|
|
18,639
|
|
||
Prepaid pension assets
|
132
|
|
|
158
|
|
||
Deferred income taxes
|
255
|
|
|
319
|
|
||
Equity method investments
|
7,123
|
|
|
6,193
|
|
||
Other assets
|
406
|
|
|
366
|
|
||
TOTAL ASSETS
|
$
|
62,729
|
|
|
$
|
62,957
|
|
LIABILITIES
|
|
|
|
||||
Short-term borrowings
|
$
|
3,192
|
|
|
$
|
3,517
|
|
Current portion of long-term debt
|
2,648
|
|
|
1,163
|
|
||
Accounts payable
|
5,794
|
|
|
5,705
|
|
||
Accrued marketing
|
1,756
|
|
|
1,728
|
|
||
Accrued employment costs
|
701
|
|
|
721
|
|
||
Other current liabilities
|
2,646
|
|
|
2,959
|
|
||
Total current liabilities
|
16,737
|
|
|
15,793
|
|
||
Long-term debt
|
12,532
|
|
|
12,972
|
|
||
Deferred income taxes
|
3,552
|
|
|
3,341
|
|
||
Accrued pension costs
|
1,221
|
|
|
1,669
|
|
||
Accrued postretirement health care costs
|
351
|
|
|
419
|
|
||
Other liabilities
|
2,623
|
|
|
2,689
|
|
||
TOTAL LIABILITIES
|
37,016
|
|
|
36,883
|
|
||
Commitments and Contingencies (Note 13)
|
|
|
|
||||
EQUITY
|
|
|
|
||||
Common Stock, no par value (5,000,000,000 shares authorized and
1,996,537,778 shares issued at December 31, 2018 and December 31, 2017)
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
31,961
|
|
|
31,915
|
|
||
Retained earnings
|
24,491
|
|
|
22,631
|
|
||
Accumulated other comprehensive losses
|
(10,630
|
)
|
|
(9,997
|
)
|
||
Treasury stock, at cost (545,537,923 shares at December 31, 2018 and
508,401,694 shares at December 31, 2017)
|
(20,185
|
)
|
|
(18,555
|
)
|
||
Total Mondelēz International Shareholders’ Equity
|
25,637
|
|
|
25,994
|
|
||
Noncontrolling interest
|
76
|
|
|
80
|
|
||
TOTAL EQUITY
|
25,713
|
|
|
26,074
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
62,729
|
|
|
$
|
62,957
|
|
|
Mondelēz International Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Earnings/
(Losses)
|
|
Treasury
Stock
|
|
Non-controlling
Interest
|
|
Total
Equity
|
||||||||||||||
Balances at January 1, 2016
|
$
|
—
|
|
|
$
|
31,760
|
|
|
$
|
20,700
|
|
|
$
|
(9,986
|
)
|
|
$
|
(14,462
|
)
|
|
$
|
88
|
|
|
$
|
28,100
|
|
Comprehensive earnings/(losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
1,635
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
1,645
|
|
|||||||
Other comprehensive earnings/
(losses), net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,132
|
)
|
|
—
|
|
|
(17
|
)
|
|
(1,149
|
)
|
|||||||
Exercise of stock options and
issuance of other stock awards
|
—
|
|
|
87
|
|
|
(94
|
)
|
|
—
|
|
|
350
|
|
|
—
|
|
|
343
|
|
|||||||
Common Stock repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,601
|
)
|
|
—
|
|
|
(2,601
|
)
|
|||||||
Cash dividends declared
($0.72 per share)
|
—
|
|
|
—
|
|
|
(1,116
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,116
|
)
|
|||||||
Dividends paid on noncontrolling
interest and other activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|||||||
Balances at December 31, 2016
|
$
|
—
|
|
|
$
|
31,847
|
|
|
$
|
21,125
|
|
|
$
|
(11,118
|
)
|
|
$
|
(16,713
|
)
|
|
$
|
54
|
|
|
$
|
25,195
|
|
Comprehensive earnings/(losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
2,828
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
2,842
|
|
|||||||
Other comprehensive earnings/
(losses), net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
1,121
|
|
|
—
|
|
|
28
|
|
|
1,149
|
|
|||||||
Exercise of stock options and
issuance of other stock awards
|
—
|
|
|
68
|
|
|
(83
|
)
|
|
—
|
|
|
360
|
|
|
—
|
|
|
345
|
|
|||||||
Common Stock repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,202
|
)
|
|
—
|
|
|
(2,202
|
)
|
|||||||
Cash dividends declared
($0.82 per share)
|
—
|
|
|
—
|
|
|
(1,239
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,239
|
)
|
|||||||
Dividends paid on noncontrolling
interest and other activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|||||||
Balances at December 31, 2017
|
$
|
—
|
|
|
$
|
31,915
|
|
|
$
|
22,631
|
|
|
$
|
(9,997
|
)
|
|
$
|
(18,555
|
)
|
|
$
|
80
|
|
|
$
|
26,074
|
|
Comprehensive earnings/(losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
3,381
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
3,395
|
|
|||||||
Other comprehensive earnings/
(losses), net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(633
|
)
|
|
—
|
|
|
(2
|
)
|
|
(635
|
)
|
|||||||
Exercise of stock options and
issuance of other stock awards
|
—
|
|
|
46
|
|
|
(118
|
)
|
|
—
|
|
|
364
|
|
|
—
|
|
|
292
|
|
|||||||
Common Stock repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,994
|
)
|
|
—
|
|
|
(1,994
|
)
|
|||||||
Cash dividends declared
($0.96 per share)
|
—
|
|
|
—
|
|
|
(1,409
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,409
|
)
|
|||||||
Dividends paid on noncontrolling
interest and other activities
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(10
|
)
|
|||||||
Balances at December 31, 2018
|
$
|
—
|
|
|
$
|
31,961
|
|
|
$
|
24,491
|
|
|
$
|
(10,630
|
)
|
|
$
|
(20,185
|
)
|
|
$
|
76
|
|
|
$
|
25,713
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net earnings
|
$
|
3,395
|
|
|
$
|
2,842
|
|
|
$
|
1,645
|
|
Adjustments to reconcile net earnings to operating cash flows:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
811
|
|
|
816
|
|
|
823
|
|
|||
Stock-based compensation expense
|
128
|
|
|
137
|
|
|
140
|
|
|||
U.S. tax reform transition tax (benefit)/tax
|
(38
|
)
|
|
1,317
|
|
|
—
|
|
|||
Deferred income tax provision/(benefit)
|
233
|
|
|
(1,228
|
)
|
|
(156
|
)
|
|||
Asset impairments and accelerated depreciation
|
141
|
|
|
334
|
|
|
446
|
|
|||
Loss on early extinguishment of debt
|
140
|
|
|
11
|
|
|
428
|
|
|||
Net gain on divestitures
|
—
|
|
|
(186
|
)
|
|
(9
|
)
|
|||
Gain on equity method investment transactions
|
(778
|
)
|
|
(40
|
)
|
|
(43
|
)
|
|||
Equity method investment net earnings
|
(548
|
)
|
|
(344
|
)
|
|
(262
|
)
|
|||
Distributions from equity method investments
|
180
|
|
|
152
|
|
|
75
|
|
|||
Other non-cash items, net
|
381
|
|
|
(225
|
)
|
|
(43
|
)
|
|||
Change in assets and liabilities, net of acquisitions and divestitures:
|
|
|
|
|
|
||||||
Receivables, net
|
257
|
|
|
(24
|
)
|
|
31
|
|
|||
Inventories, net
|
(204
|
)
|
|
(18
|
)
|
|
62
|
|
|||
Accounts payable
|
236
|
|
|
5
|
|
|
409
|
|
|||
Other current assets
|
(25
|
)
|
|
14
|
|
|
(176
|
)
|
|||
Other current liabilities
|
(136
|
)
|
|
(637
|
)
|
|
60
|
|
|||
Change in pension and postretirement assets and liabilities, net
|
(225
|
)
|
|
(333
|
)
|
|
(592
|
)
|
|||
Net cash provided by operating activities
|
3,948
|
|
|
2,593
|
|
|
2,838
|
|
|||
CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(1,095
|
)
|
|
(1,014
|
)
|
|
(1,224
|
)
|
|||
Acquisitions, net of cash received
|
(528
|
)
|
|
—
|
|
|
(246
|
)
|
|||
Proceeds from divestitures, net of disbursements
|
1
|
|
|
604
|
|
|
303
|
|
|||
Proceeds from sale of property, plant and equipment and other assets
|
398
|
|
|
109
|
|
|
138
|
|
|||
Net cash used in investing activities
|
(1,224
|
)
|
|
(301
|
)
|
|
(1,029
|
)
|
|||
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Issuances of commercial paper, maturities greater than 90 days
|
3,981
|
|
|
1,808
|
|
|
1,540
|
|
|||
Repayments of commercial paper, maturities greater than 90 days
|
(2,856
|
)
|
|
(1,911
|
)
|
|
(1,031
|
)
|
|||
Net issuances of other short-term borrowings
|
(1,413
|
)
|
|
1,027
|
|
|
1,741
|
|
|||
Long-term debt proceeds
|
2,948
|
|
|
350
|
|
|
5,640
|
|
|||
Long-term debt repaid
|
(1,821
|
)
|
|
(1,470
|
)
|
|
(6,186
|
)
|
|||
Repurchase of Common Stock
|
(2,020
|
)
|
|
(2,174
|
)
|
|
(2,601
|
)
|
|||
Dividends paid
|
(1,359
|
)
|
|
(1,198
|
)
|
|
(1,094
|
)
|
|||
Other
|
211
|
|
|
207
|
|
|
129
|
|
|||
Net cash used in financing activities
|
(2,329
|
)
|
|
(3,361
|
)
|
|
(1,862
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(56
|
)
|
|
89
|
|
|
(76
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Increase/(decrease)
|
339
|
|
|
(980
|
)
|
|
(129
|
)
|
|||
Balance at beginning of period
|
761
|
|
|
1,741
|
|
|
1,870
|
|
|||
Balance at end of period
|
$
|
1,100
|
|
|
$
|
761
|
|
|
$
|
1,741
|
|
Cash paid:
|
|
|
|
|
|
||||||
Interest
|
$
|
491
|
|
|
$
|
398
|
|
|
$
|
630
|
|
Income taxes
|
$
|
864
|
|
|
$
|
848
|
|
|
$
|
527
|
|
•
|
Latin America
|
•
|
AMEA
|
•
|
Europe
|
•
|
North America
|
•
|
On December 31, 2016, we completed the sale of a chocolate factory in Belgium. In connection with this transaction, we recorded a pre-tax loss of €65 million ($68 million as of December 31, 2016), within asset impairment and exit costs in our Europe segment. The loss includes a fixed asset impairment charge of €30 million ($31 million as of December 31, 2016), a loss on disposal of €22 million (23 million as of December 31, 2016) and incremental expenses we incurred and accrued of €13 million ($14 million as of December 31, 2016) related to selling the factory.
|
•
|
On December 1, 2016, we completed the sale of a confectionery business in Costa Rica represented by a local brand. The sales price was $28 million and we recorded a pre-tax gain of $9 million within gains on divestiture within our Latin America segment. We divested approximately $11 million of property, plant and equipment, $4 million of goodwill and $2 million of inventory. In connection with this transaction, we incurred $2 million of transaction costs and accrued expenses.
|
•
|
On August 26, 2016, we recorded a $7 million gain for the sale of a U.S.-owned biscuit trademark. The gain was recorded within selling, general and administrative expenses in 2016.
|
•
|
On May 2, 2016, we completed the sale of certain local biscuit brands in Finland. The sales price was €14 million ($16 million as of May 2, 2016) and we recorded a pre-tax gain of $6 million ($5 million after tax) within selling, general and administrative expenses of our Europe segment in the year ended December 31, 2016. We divested $8 million of indefinite-lived intangible assets and less than $1 million of other assets. We received cash proceeds of €12 million ($14 million as of May 2, 2016) upon closing and another €2 million ($2 million as of October 31, 2016) of consideration following the completion of post-closing requirements. The additional $2 million of consideration increased the pre-tax gain to $8 million ($6 million after tax) through December 31, 2016.
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Raw materials
|
$
|
726
|
|
|
$
|
711
|
|
Finished product
|
1,987
|
|
|
1,975
|
|
||
|
2,713
|
|
|
2,686
|
|
||
Inventory reserves
|
(121
|
)
|
|
(129
|
)
|
||
Inventories, net
|
$
|
2,592
|
|
|
$
|
2,557
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Land and land improvements
|
$
|
424
|
|
|
$
|
458
|
|
Buildings and building improvements
|
2,984
|
|
|
2,979
|
|
||
Machinery and equipment
|
10,943
|
|
|
11,195
|
|
||
Construction in progress
|
894
|
|
|
1,048
|
|
||
|
15,245
|
|
|
15,680
|
|
||
Accumulated depreciation
|
(6,763
|
)
|
|
(7,003
|
)
|
||
Property, plant and equipment, net
|
$
|
8,482
|
|
|
$
|
8,677
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Latin America
|
$
|
25
|
|
|
$
|
36
|
|
|
$
|
22
|
|
AMEA
|
5
|
|
|
81
|
|
|
44
|
|
|||
Europe
|
15
|
|
|
58
|
|
|
122
|
|
|||
North America
|
13
|
|
|
30
|
|
|
111
|
|
|||
Corporate
|
1
|
|
|
1
|
|
|
2
|
|
|||
Non-cash property, plant and equipment write-downs
|
$
|
59
|
|
|
$
|
206
|
|
|
$
|
301
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Latin America
|
$
|
823
|
|
|
$
|
901
|
|
AMEA
|
3,210
|
|
|
3,371
|
|
||
Europe
|
7,519
|
|
|
7,880
|
|
||
North America
|
9,173
|
|
|
8,933
|
|
||
Goodwill
|
$
|
20,725
|
|
|
$
|
21,085
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Non-amortizable intangible assets
|
$
|
17,201
|
|
|
$
|
17,671
|
|
Amortizable intangible assets
|
2,328
|
|
|
2,386
|
|
||
|
19,529
|
|
|
20,057
|
|
||
Accumulated amortization
|
(1,527
|
)
|
|
(1,418
|
)
|
||
Intangible assets, net
|
$
|
18,002
|
|
|
$
|
18,639
|
|
|
2018
|
|
2017
|
||||||||||||
|
Goodwill
|
|
Intangible
Assets, at cost
|
|
Goodwill
|
|
Intangible
Assets, at cost
|
||||||||
|
(in millions)
|
||||||||||||||
Balance at January 1
|
$
|
21,085
|
|
|
$
|
20,057
|
|
|
$
|
20,276
|
|
|
$
|
19,319
|
|
Changes due to:
|
|
|
|
|
|
|
|
||||||||
Currency
|
(658
|
)
|
|
(710
|
)
|
|
909
|
|
|
954
|
|
||||
Divestitures
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
(100
|
)
|
||||
Acquisitions
|
298
|
|
|
250
|
|
|
15
|
|
|
(7
|
)
|
||||
Asset impairments
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
(109
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Balance at December 31
|
$
|
20,725
|
|
|
$
|
19,529
|
|
|
$
|
21,085
|
|
|
$
|
20,057
|
|
•
|
Divestitures – During 2017, in connection with the divestiture of several manufacturing facilities, primarily in France, we divested $23 million of goodwill and $62 million of amortizable and non-amortizable intangible assets. In 2017, we also completed a sale of most of our grocery business in Australia and New Zealand and divested $86 million of related goodwill. Furthermore, we completed a sale of a confectionery business in Japan and divested $5 million of goodwill and $24 million of definite lived intangible assets. Finally, we divested $14 million of definite lived intangible asset as part of our sale of one of our equity method investments. See Note 2, Divestitures and Acquisitions, for additional information.
|
•
|
Acquisitions – In connection with the acquisition of Tate's Bake Shop in the second quarter of 2018, we recorded a preliminary purchase price allocation of $298 million to goodwill and $250 million to intangible assets. During 2017, we recorded a $15 million adjustment to goodwill and a $7 million adjustment to indefinite lived assets in connection with finalizing the valuation and purchase price allocation for the Burton’s Biscuit Company purchase completed in the fourth quarter of 2016. See Note 2, Divestitures and Acquisitions, for additional information.
|
•
|
Asset impairments – As further discussed below, we recorded $68 million of intangible asset impairments in 2018 and $109 million in 2017.
|
|
For the Years Ended
|
||||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Statements of Earnings
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
$
|
(688
|
)
|
|
$
|
(666
|
)
|
|
$
|
(129
|
)
|
|
$
|
(114
|
)
|
Equity method investment net earnings
|
460
|
|
|
344
|
|
|
301
|
|
|
262
|
|
||||
Net earnings
|
2,936
|
|
|
2,842
|
|
|
1,669
|
|
|
1,645
|
|
||||
Net earnings attributable to
Mondelēz International
|
2,922
|
|
|
2,828
|
|
|
1,659
|
|
|
1,635
|
|
||||
Earnings per share attributable to
Mondelēz International:
|
|
|
|
|
|
|
|
||||||||
Basic EPS
|
$
|
1.93
|
|
|
$
|
1.87
|
|
|
$
|
1.07
|
|
|
$
|
1.05
|
|
Diluted EPS
|
$
|
1.91
|
|
|
$
|
1.85
|
|
|
$
|
1.05
|
|
|
$
|
1.04
|
|
|
|
|
|
|
|
|
|
||||||||
Statements of Other Comprehensive Earnings
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustment
|
$
|
1,201
|
|
|
$
|
1,198
|
|
|
$
|
(925
|
)
|
|
$
|
(921
|
)
|
Total other comprehensive earnings/(losses)
|
1,152
|
|
|
1,149
|
|
|
(1,153
|
)
|
|
(1,149
|
)
|
||||
Comprehensive earnings attributable to
Mondelēz International
|
4,046
|
|
|
3,949
|
|
|
523
|
|
|
503
|
|
|
As of December 31, 2017
|
||||||
|
As Reported
|
|
As Adjusted
|
||||
|
(in millions)
|
||||||
Balance Sheet
|
|
|
|
||||
Equity method investments
|
$
|
6,345
|
|
|
$
|
6,193
|
|
Deferred income taxes
|
3,376
|
|
|
3,341
|
|
||
Retained earnings
|
22,749
|
|
|
22,631
|
|
||
Accumulated other comprehensive losses
|
(9,998
|
)
|
|
(9,997
|
)
|
||
Total Mondelēz International shareholders' equity
|
26,111
|
|
|
25,994
|
|
||
Total equity
|
26,191
|
|
|
26,074
|
|
|
|
|
As of December 31,
|
||||||||
|
|
|
2018
|
|
2017
|
||||||
|
|
|
(in millions)
|
||||||||
Current assets
|
|
|
$
|
5,695
|
|
|
$
|
5,033
|
|
||
Noncurrent assets
|
|
|
69,445
|
|
|
38,320
|
|
||||
Total assets
|
|
|
$
|
75,140
|
|
|
$
|
43,353
|
|
||
Current liabilities
|
|
|
$
|
9,434
|
|
|
$
|
5,709
|
|
||
Noncurrent liabilities
|
|
|
29,296
|
|
|
16,510
|
|
||||
Total liabilities
|
|
|
$
|
38,730
|
|
|
$
|
22,219
|
|
||
Equity attributable to shareowners of investees
|
|
|
$
|
36,365
|
|
|
$
|
21,064
|
|
||
Equity attributable to noncontrolling interests
|
|
|
46
|
|
|
71
|
|
||||
Total net equity of investees
|
|
|
$
|
36,411
|
|
|
$
|
21,135
|
|
||
Mondelēz International ownership interests
|
|
|
13-50%
|
|
|
24-50%
|
|
||||
Mondelēz International share of investee net equity (1)
|
|
|
$
|
7,123
|
|
|
$
|
5,753
|
|
||
Keurig shareholder loan
|
|
|
—
|
|
|
440
|
|
||||
Equity method investments
|
|
|
$
|
7,123
|
|
|
$
|
6,193
|
|
||
|
|
|
|
|
|
||||||
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Net revenues
|
$
|
14,185
|
|
|
$
|
12,824
|
|
|
$
|
9,709
|
|
Gross profit
|
6,076
|
|
|
4,913
|
|
|
3,748
|
|
|||
Income from continuing operations
|
1,980
|
|
|
1,118
|
|
|
680
|
|
|||
Net income
|
1,980
|
|
|
1,118
|
|
|
680
|
|
|||
Net income attributable to investees
|
$
|
1,970
|
|
|
$
|
1,115
|
|
|
$
|
679
|
|
Mondelēz International ownership interests
|
13-50%
|
|
|
24-50%
|
|
|
24-50%
|
|
|||
Mondelēz International share of investee net income
|
$
|
536
|
|
|
$
|
320
|
|
|
$
|
242
|
|
Keurig shareholder loan interest income
|
12
|
|
|
24
|
|
|
20
|
|
|||
Equity method investment net earnings
|
$
|
548
|
|
|
$
|
344
|
|
|
$
|
262
|
|
(1)
|
Includes a basis difference of approximately $340 million as of December 31, 2018 and $360 million as of December 31, 2017 between the U.S. GAAP accounting basis for our equity method investments and the U.S. GAAP accounting basis of our investees’ equity.
|
|
Severance
and related
costs
|
|
Asset
Write-downs
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Liability Balance, January 1, 2017
|
$
|
464
|
|
|
$
|
—
|
|
|
$
|
464
|
|
Charges
|
323
|
|
|
212
|
|
|
535
|
|
|||
Cash spent
|
(347
|
)
|
|
—
|
|
|
(347
|
)
|
|||
Non-cash settlements/adjustments
|
(3
|
)
|
|
(212
|
)
|
|
(215
|
)
|
|||
Currency
|
27
|
|
|
—
|
|
|
27
|
|
|||
Liability Balance, December 31, 2017
|
$
|
464
|
|
|
$
|
—
|
|
|
$
|
464
|
|
Charges
|
253
|
|
|
63
|
|
|
316
|
|
|||
Cash spent
|
(310
|
)
|
|
—
|
|
|
(310
|
)
|
|||
Non-cash settlements/adjustments
|
(4
|
)
|
|
(63
|
)
|
|
(67
|
)
|
|||
Currency
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
|||
Liability Balance, December 31, 2018
|
$
|
373
|
|
|
$
|
—
|
|
|
$
|
373
|
|
|
Latin
America
|
|
AMEA
|
|
Europe
|
|
North
America (1)
|
|
Corporate (2)
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
For the Year Ended
December 31, 2018 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restructuring Costs
|
$
|
63
|
|
|
$
|
69
|
|
|
$
|
132
|
|
|
$
|
32
|
|
|
$
|
20
|
|
|
$
|
316
|
|
Implementation Costs
|
67
|
|
|
39
|
|
|
73
|
|
|
79
|
|
|
57
|
|
|
315
|
|
||||||
Total
|
$
|
130
|
|
|
$
|
108
|
|
|
$
|
205
|
|
|
$
|
111
|
|
|
$
|
77
|
|
|
$
|
631
|
|
For the Year Ended
December 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restructuring Costs
|
$
|
93
|
|
|
$
|
140
|
|
|
$
|
195
|
|
|
$
|
84
|
|
|
$
|
23
|
|
|
$
|
535
|
|
Implementation Costs
|
43
|
|
|
43
|
|
|
68
|
|
|
58
|
|
|
45
|
|
|
257
|
|
||||||
Total
|
$
|
136
|
|
|
$
|
183
|
|
|
$
|
263
|
|
|
$
|
142
|
|
|
$
|
68
|
|
|
$
|
792
|
|
For the Year Ended
December 31, 2016 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restructuring Costs
|
$
|
111
|
|
|
$
|
96
|
|
|
$
|
310
|
|
|
$
|
173
|
|
|
$
|
24
|
|
|
$
|
714
|
|
Implementation Costs
|
54
|
|
|
48
|
|
|
88
|
|
|
121
|
|
|
61
|
|
|
372
|
|
||||||
Total
|
$
|
165
|
|
|
$
|
144
|
|
|
$
|
398
|
|
|
$
|
294
|
|
|
$
|
85
|
|
|
$
|
1,086
|
|
Total Project (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restructuring Costs
|
$
|
493
|
|
|
$
|
517
|
|
|
$
|
971
|
|
|
$
|
453
|
|
|
$
|
116
|
|
|
$
|
2,550
|
|
Implementation Costs
|
219
|
|
|
168
|
|
|
345
|
|
|
332
|
|
|
278
|
|
|
1,342
|
|
||||||
Total
|
$
|
712
|
|
|
$
|
685
|
|
|
$
|
1,316
|
|
|
$
|
785
|
|
|
$
|
394
|
|
|
$
|
3,892
|
|
(1)
|
During 2016-2018, 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)
|
During the first quarter of 2018, in connection with adopting a new pension cost classification accounting standard, we reclassified certain of our benefit plan component costs other than service costs out of operating income into a new line, benefit plan non-service income, on our consolidated statements of earnings. As such, we have recast our historical operating income, segment operating income and restructuring and implementation costs by segment to reflect this reclassification, which had no impact to earnings before income taxes or net earnings. The benefit plan non-service income amounts no longer recorded in segment operating income are included within the Corporate column in the table above. The Corporate column also includes minor adjustments for rounding.
|
(3)
|
Includes all charges recorded since program inception on May 6, 2014 through December 31, 2018.
|
|
As of December 31,
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
|
Amount
Outstanding
|
|
Weighted-
Average Rate
|
|
Amount
Outstanding
|
|
Weighted-
Average Rate
|
||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||
Commercial paper
|
$
|
3,054
|
|
|
2.9
|
%
|
|
$
|
3,410
|
|
|
1.7
|
%
|
Bank loans
|
138
|
|
|
10.5
|
%
|
|
107
|
|
|
11.5
|
%
|
||
Total short-term borrowings
|
$
|
3,192
|
|
|
|
|
$
|
3,517
|
|
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
U.S. dollar notes, 1.625% to 7.000% (weighted-average effective rate 3.412%),
due through 2040
|
$
|
9,492
|
|
|
$
|
8,327
|
|
Euro notes, 1.000% to 2.375% (weighted-average effective rate 1.934%),
due through 2035
|
3,492
|
|
|
3,653
|
|
||
Pound sterling notes, 3.875% to 4.500% (weighted-average effective rate 4.151%),
due through 2045
|
333
|
|
|
456
|
|
||
Swiss franc notes, 0.050% to 1.125% (weighted-average effective rate 0.703%),
due through 2025
|
1,424
|
|
|
1,694
|
|
||
Canadian dollar notes, 3.250% (effective rate 3.320%),
due through 2025
|
437
|
|
|
—
|
|
||
Capital leases and other obligations
|
2
|
|
|
5
|
|
||
Total
|
15,180
|
|
|
14,135
|
|
||
Less current portion of long-term debt
|
(2,648
|
)
|
|
(1,163
|
)
|
||
Long-term debt
|
$
|
12,532
|
|
|
$
|
12,972
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
$2,648
|
|
$1,544
|
|
$3,334
|
|
$726
|
|
$1,822
|
|
$5,176
|
|
$15,250
|
•
|
$750 million of 3.000% notes that mature in May 2020
|
•
|
$750 million of 3.625% notes that mature in May 2023
|
•
|
$700 million of 4.125% notes that mature in May 2028
|
•
|
$300 million of 4.625% notes that mature in May 2048
|
•
|
$241 million of our 6.500% notes due in February 2040
|
•
|
$97.6 million of our 5.375% notes due in February 2020
|
•
|
$75.8 million of our 6.500% notes due in November 2031
|
•
|
$72.1 million of our 6.875% notes due in February 2038
|
•
|
$42.6 million of our 6.125% notes due in August 2018
|
•
|
$29.3 million of our 6.875% notes due in January 2039
|
•
|
$11.7 million of our 7.000% notes due in August 2037
|
•
|
fr.225 million (or $224 million) of 0.050% fixed rate notes that mature on March 30, 2020
|
•
|
fr.125 million (or $125 million) of 0.617% fixed rate notes that mature on September 30, 2024
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Interest expense, debt
|
$
|
462
|
|
|
$
|
396
|
|
|
$
|
515
|
|
Loss on debt extinguishment and related expenses
|
140
|
|
|
11
|
|
|
427
|
|
|||
(Gain)/loss related to interest rate swaps
|
(10
|
)
|
|
—
|
|
|
97
|
|
|||
Other (income)/expense, net
|
(72
|
)
|
|
(25
|
)
|
|
76
|
|
|||
Interest and other expense, net
|
$
|
520
|
|
|
$
|
382
|
|
|
$
|
1,115
|
|
|
As of December 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Asset
Derivatives
|
|
Liability
Derivatives
|
|
Asset
Derivatives
|
|
Liability
Derivatives
|
||||||||
|
(in millions)
|
||||||||||||||
Derivatives designated as
accounting hedges:
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
17
|
|
|
$
|
355
|
|
|
$
|
15
|
|
|
$
|
509
|
|
Net investment hedge derivative contracts (1)
|
337
|
|
|
28
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
354
|
|
|
$
|
383
|
|
|
$
|
15
|
|
|
$
|
509
|
|
Derivatives not designated as
accounting hedges:
|
|
|
|
|
|
|
|
||||||||
Currency exchange contracts
|
$
|
72
|
|
|
$
|
37
|
|
|
$
|
65
|
|
|
$
|
76
|
|
Commodity contracts
|
191
|
|
|
210
|
|
|
84
|
|
|
229
|
|
||||
Interest rate contracts
|
—
|
|
|
—
|
|
|
15
|
|
|
11
|
|
||||
|
$
|
263
|
|
|
$
|
247
|
|
|
$
|
164
|
|
|
$
|
316
|
|
Total fair value
|
$
|
617
|
|
|
$
|
630
|
|
|
$
|
179
|
|
|
$
|
825
|
|
(1)
|
Net investment hedge 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 December 31, 2018
|
||||||||||||||
|
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
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
—
|
|
Commodity contracts
|
(19
|
)
|
|
(1
|
)
|
|
(18
|
)
|
|
—
|
|
||||
Interest rate contracts
|
(338
|
)
|
|
—
|
|
|
(338
|
)
|
|
—
|
|
||||
Net investment hedge contracts
|
309
|
|
|
—
|
|
|
309
|
|
|
—
|
|
||||
Total derivatives
|
$
|
(13
|
)
|
|
$
|
(1
|
)
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
As of December 31, 2017
|
||||||||||||||
|
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
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
Commodity contracts
|
(145
|
)
|
|
(138
|
)
|
|
(7
|
)
|
|
—
|
|
||||
Interest rate contracts
|
(490
|
)
|
|
—
|
|
|
(490
|
)
|
|
—
|
|
||||
Total derivatives
|
$
|
(646
|
)
|
|
$
|
(138
|
)
|
|
$
|
(508
|
)
|
|
$
|
—
|
|
|
Notional Amount
|
||||||
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Currency exchange contracts:
|
|
|
|
||||
Intercompany loans and forecasted interest payments
|
$
|
3,239
|
|
|
$
|
7,089
|
|
Forecasted transactions
|
2,396
|
|
|
2,213
|
|
||
Commodity contracts
|
393
|
|
|
1,204
|
|
||
Interest rate contracts
|
8,679
|
|
|
6,532
|
|
||
Net investment hedges:
|
|
|
|
||||
Net investment hedge derivative contracts
|
6,678
|
|
|
—
|
|
||
Non-U.S. dollar debt designated as net investment hedges
|
|
|
|
||||
Euro notes
|
3,514
|
|
|
3,679
|
|
||
British pound sterling notes
|
336
|
|
|
459
|
|
||
Swiss franc notes
|
1,424
|
|
|
1,694
|
|
||
Canadian dollar notes
|
440
|
|
|
—
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Accumulated (loss)/gain at beginning of period
|
$
|
(113
|
)
|
|
$
|
(121
|
)
|
|
$
|
(45
|
)
|
Transfer of realized (gains)/losses in fair value to earnings
|
(9
|
)
|
|
27
|
|
|
53
|
|
|||
Unrealized gain/(loss) in fair value
|
(45
|
)
|
|
(19
|
)
|
|
(129
|
)
|
|||
Accumulated (loss)/gain at end of period
|
$
|
(167
|
)
|
|
$
|
(113
|
)
|
|
$
|
(121
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Currency exchange contracts – forecasted transactions
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
Commodity contracts
|
—
|
|
|
(24
|
)
|
|
(4
|
)
|
|||
Interest rate contracts
|
9
|
|
|
—
|
|
|
(48
|
)
|
|||
Total
|
$
|
9
|
|
|
$
|
(27
|
)
|
|
$
|
(53
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Currency exchange contracts – forecasted transactions
|
$
|
—
|
|
|
$
|
(38
|
)
|
|
$
|
8
|
|
Commodity contracts
|
—
|
|
|
7
|
|
|
(34
|
)
|
|||
Interest rate contracts
|
(45
|
)
|
|
12
|
|
|
(103
|
)
|
|||
Total
|
$
|
(45
|
)
|
|
$
|
(19
|
)
|
|
$
|
(129
|
)
|
•
|
cost of sales for currency exchange contracts related to forecasted transactions;
|
•
|
cost of sales for commodity contracts; and
|
•
|
interest and other expense, net for interest rate contracts and currency exchange contracts related to intercompany loans.
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Borrowings
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
6
|
|
Derivatives
|
(1
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Notional value of borrowings (and related derivatives)
|
$
|
—
|
|
|
$
|
(801
|
)
|
Cumulative fair value hedging adjustments
|
—
|
|
|
—
|
|
||
Carrying amount of borrowings
|
$
|
—
|
|
|
$
|
(801
|
)
|
|
|
|
|
|
|
||||||
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Euro notes
|
$
|
126
|
|
|
$
|
(323
|
)
|
|
$
|
73
|
|
British pound sterling notes
|
19
|
|
|
(26
|
)
|
|
148
|
|
|||
Swiss franc notes
|
7
|
|
|
(49
|
)
|
|
12
|
|
|||
Canadian notes
|
17
|
|
|
—
|
|
|
—
|
|
|
For the Years Ended December 31,
|
|
Recognized
in Earnings
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|||||||
|
(in millions)
|
|
|
||||||||||
Currency exchange contracts:
|
|
|
|
|
|
|
|
||||||
Intercompany loans and
forecasted interest payments
|
$
|
98
|
|
|
$
|
13
|
|
|
$
|
21
|
|
|
Interest and other
expense, net
|
Forecasted transactions
|
103
|
|
|
(37
|
)
|
|
(76
|
)
|
|
Cost of sales
|
|||
Forecasted transactions
|
(4
|
)
|
|
(2
|
)
|
|
11
|
|
|
Interest and other
expense, net
|
|||
Forecasted transactions
|
(3
|
)
|
|
3
|
|
|
7
|
|
|
Selling, general
and administrative
expenses
|
|||
Commodity contracts
|
40
|
|
|
(218
|
)
|
|
(101
|
)
|
|
Cost of sales
|
|||
Total
|
$
|
234
|
|
|
$
|
(241
|
)
|
|
$
|
(138
|
)
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in millions)
|
||||||||||||||
Projected benefit obligation at January 1
|
$
|
1,762
|
|
|
$
|
1,614
|
|
|
$
|
10,852
|
|
|
$
|
9,814
|
|
Service cost
|
43
|
|
|
46
|
|
|
146
|
|
|
156
|
|
||||
Interest cost
|
61
|
|
|
62
|
|
|
199
|
|
|
199
|
|
||||
Benefits paid
|
(29
|
)
|
|
(32
|
)
|
|
(462
|
)
|
|
(471
|
)
|
||||
Settlements paid
|
(118
|
)
|
|
(111
|
)
|
|
(2
|
)
|
|
—
|
|
||||
Actuarial (gains)/losses
|
(208
|
)
|
|
179
|
|
|
(640
|
)
|
|
180
|
|
||||
Divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
||||
Currency
|
—
|
|
|
—
|
|
|
(528
|
)
|
|
976
|
|
||||
Other
|
—
|
|
|
4
|
|
|
13
|
|
|
12
|
|
||||
Projected benefit obligation at December 31
|
1,511
|
|
|
1,762
|
|
|
9,578
|
|
|
10,852
|
|
||||
Fair value of plan assets at January 1
|
1,717
|
|
|
1,620
|
|
|
9,327
|
|
|
7,926
|
|
||||
Actual return on plan assets
|
(99
|
)
|
|
217
|
|
|
(243
|
)
|
|
592
|
|
||||
Contributions
|
39
|
|
|
23
|
|
|
323
|
|
|
482
|
|
||||
Benefits paid
|
(29
|
)
|
|
(32
|
)
|
|
(462
|
)
|
|
(471
|
)
|
||||
Settlements paid
|
(118
|
)
|
|
(111
|
)
|
|
(2
|
)
|
|
—
|
|
||||
Divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Currency
|
—
|
|
|
—
|
|
|
(478
|
)
|
|
798
|
|
||||
Fair value of plan assets at December 31
|
1,510
|
|
|
1,717
|
|
|
8,465
|
|
|
9,327
|
|
||||
Net pension (liabilities)/assets at December 31
|
$
|
(1
|
)
|
|
$
|
(45
|
)
|
|
$
|
(1,113
|
)
|
|
$
|
(1,525
|
)
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Prepaid pension assets
|
$
|
132
|
|
|
$
|
158
|
|
Other current liabilities
|
(25
|
)
|
|
(59
|
)
|
||
Accrued pension costs
|
(1,221
|
)
|
|
(1,669
|
)
|
||
|
$
|
(1,114
|
)
|
|
$
|
(1,570
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in millions)
|
||||||||||||||
Projected benefit obligation
|
$
|
52
|
|
|
$
|
94
|
|
|
$
|
3,343
|
|
|
$
|
9,345
|
|
Accumulated benefit obligation
|
50
|
|
|
90
|
|
|
3,194
|
|
|
9,138
|
|
||||
Fair value of plan assets
|
2
|
|
|
2
|
|
|
2,169
|
|
|
7,709
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||||||
Discount rate
|
4.40
|
%
|
|
3.68
|
%
|
|
2.45
|
%
|
|
2.20
|
%
|
Expected rate of return on plan assets
|
5.75
|
%
|
|
5.50
|
%
|
|
4.80
|
%
|
|
4.90
|
%
|
Rate of compensation increase
|
4.00
|
%
|
|
4.00
|
%
|
|
3.31
|
%
|
|
3.31
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
|
For the Years Ended December 31,
|
|
For the Years Ended December 31,
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Service cost
|
$
|
43
|
|
|
$
|
46
|
|
|
$
|
57
|
|
|
$
|
146
|
|
|
$
|
156
|
|
|
$
|
147
|
|
Interest cost
|
61
|
|
|
62
|
|
|
61
|
|
|
199
|
|
|
199
|
|
|
229
|
|
||||||
Expected return on plan assets
|
(88
|
)
|
|
(101
|
)
|
|
(97
|
)
|
|
(448
|
)
|
|
(434
|
)
|
|
(418
|
)
|
||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss from experience differences
|
32
|
|
|
37
|
|
|
42
|
|
|
163
|
|
|
167
|
|
|
120
|
|
||||||
Prior service cost/(benefit)
|
2
|
|
|
2
|
|
|
2
|
|
|
(2
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Settlement losses and other expenses (1)
|
35
|
|
|
35
|
|
|
30
|
|
|
5
|
|
|
6
|
|
|
6
|
|
||||||
Net periodic pension cost
|
$
|
85
|
|
|
$
|
81
|
|
|
$
|
95
|
|
|
$
|
63
|
|
|
$
|
91
|
|
|
$
|
81
|
|
(1)
|
Settlement losses include $5 million for the year ended December 31, 2018, $11 million for the year ended December 31, 2017 and $15 million for the year ended December 31, 2016 of pension settlement losses for employees who elected lump-
|
•
|
an estimated $168 million of net loss from experience differences; and
|
•
|
an estimated $6 million of prior service credit.
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||
|
For the Years Ended December 31,
|
|
For the Years Ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Discount rate
|
3.68
|
%
|
|
4.19
|
%
|
|
4.50
|
%
|
|
2.20
|
%
|
|
2.31
|
%
|
|
3.11
|
%
|
Expected rate of return
on plan assets
|
5.50
|
%
|
|
6.25
|
%
|
|
6.75
|
%
|
|
4.90
|
%
|
|
5.14
|
%
|
|
5.87
|
%
|
Rate of compensation increase
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
3.31
|
%
|
|
3.29
|
%
|
|
3.18
|
%
|
|
|
As of December 31, 2018
|
||||||||||||||
Asset Category
|
|
Total Fair
Value
|
|
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
|
(in millions)
|
||||||||||||||
U.S. equity securities
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-U.S. equity securities
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds - equity securities
|
|
1,951
|
|
|
743
|
|
|
1,208
|
|
|
—
|
|
||||
Total equity securities
|
|
1,958
|
|
|
750
|
|
|
1,208
|
|
|
—
|
|
||||
Government bonds
|
|
3,156
|
|
|
62
|
|
|
3,094
|
|
|
—
|
|
||||
Pooled funds - fixed-income securities
|
|
573
|
|
|
429
|
|
|
144
|
|
|
—
|
|
||||
Corporate bonds and other
fixed-income securities
|
|
2,050
|
|
|
87
|
|
|
931
|
|
|
1,032
|
|
||||
Total fixed-income securities
|
|
5,779
|
|
|
578
|
|
|
4,169
|
|
|
1,032
|
|
||||
Real estate
|
|
130
|
|
|
108
|
|
|
—
|
|
|
22
|
|
||||
Private equity
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Cash
|
|
44
|
|
|
32
|
|
|
12
|
|
|
—
|
|
||||
Other
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total assets in the fair value hierarchy
|
|
$
|
7,915
|
|
|
$
|
1,469
|
|
|
$
|
5,389
|
|
|
$
|
1,057
|
|
Investments measured at net asset value
|
|
1,993
|
|
|
|
|
|
|
|
|||||||
Total investments at fair value
|
|
$
|
9,908
|
|
|
|
|
|
|
|
|
|
As of December 31, 2017
|
||||||||||||||
Asset Category
|
|
Total Fair
Value |
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
|
(in millions)
|
||||||||||||||
U.S. equity securities
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-U.S. equity securities
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Pooled funds - equity securities
|
|
2,340
|
|
|
848
|
|
|
1,492
|
|
|
—
|
|
||||
Total equity securities
|
|
2,347
|
|
|
855
|
|
|
1,492
|
|
|
—
|
|
||||
Government bonds
|
|
3,237
|
|
|
34
|
|
|
3,203
|
|
|
—
|
|
||||
Pooled funds - fixed-income securities
|
|
602
|
|
|
449
|
|
|
153
|
|
|
—
|
|
||||
Corporate bonds and other
fixed-income securities
|
|
2,102
|
|
|
133
|
|
|
1,179
|
|
|
790
|
|
||||
Total fixed-income securities
|
|
5,941
|
|
|
616
|
|
|
4,535
|
|
|
790
|
|
||||
Real estate
|
|
156
|
|
|
120
|
|
|
13
|
|
|
23
|
|
||||
Private equity
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Cash
|
|
86
|
|
|
66
|
|
|
20
|
|
|
—
|
|
||||
Other
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total assets in the fair value hierarchy
|
|
$
|
8,534
|
|
|
$
|
1,658
|
|
|
$
|
6,060
|
|
|
$
|
816
|
|
Investments measured at net asset value
|
|
2,439
|
|
|
|
|
|
|
|
|||||||
Total investments at fair value
|
|
$
|
10,973
|
|
|
|
|
|
|
|
•
|
Level 1 – includes primarily U.S and non-U.S. equity securities and government bonds valued using quoted prices in active markets.
|
•
|
Level 2 – includes primarily pooled funds, including assets in real estate pooled funds, valued using net asset values of participation units held in common collective trusts, as reported by the managers of the trusts and as supported by the unit prices of actual purchase and sale transactions. Level 2 plan assets also include corporate bonds and other fixed-income securities, valued using independent observable market inputs, such as matrix pricing, yield curves and indices.
|
•
|
Level 3 – includes investments valued using unobservable inputs that reflect the plans’ assumptions that market participants would use in pricing the assets, based on the best information available.
|
•
|
Fair value estimates for pooled funds are calculated by the investment advisor when reliable quotations or pricing services are not readily available for certain underlying securities. The estimated value is based on either cost or last sale price for most of the securities valued in this fashion.
|
•
|
Fair value estimates for private equity investments are calculated by the general partners using the market approach to estimate the fair value of private investments. The market approach utilizes prices and other relevant information generated by market transactions, type of security, degree of liquidity, restrictions on the disposition, latest round of financing data, company financial statements, relevant valuation multiples and discounted cash flow analyses.
|
•
|
Fair value estimates for private debt placements are calculated using standardized valuation methods, including but not limited to income-based techniques such as discounted cash flow projections or market-based techniques utilizing public and private transaction multiples as comparables.
|
•
|
Fair value estimates for real estate investments are calculated by investment managers using the present value of future cash flows expected to be received from the investments, based on valuation methodologies such as appraisals, local market conditions, and current and projected operating performance.
|
•
|
Fair value estimates for certain fixed-income securities such as insurance contracts are calculated based on the future stream of benefit payments discounted using prevailing interest rates based on the valuation date.
|
•
|
Net asset value – primarily includes equity funds, fixed income funds, real estate funds, hedge funds and private equity investments for which net asset values are normally used.
|
Asset Category
|
|
January 1,
2018 Balance |
|
Net Realized
and Unrealized
Gains/
(Losses)
|
|
Net Purchases,
Issuances and
Settlements
|
|
Net Transfers
Into/(Out of)
Level 3
|
|
Currency
Impact
|
|
December 31,
2018 Balance |
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Non-U.S. equity
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Pooled funds-
fixed-income securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Corporate bond and other
fixed-income securities
|
|
790
|
|
|
62
|
|
|
236
|
|
|
—
|
|
|
(56
|
)
|
|
1,032
|
|
||||||
Real estate
|
|
23
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
22
|
|
||||||
Private equity and other
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Total Level 3 investments
|
|
$
|
816
|
|
|
$
|
63
|
|
|
$
|
235
|
|
|
$
|
—
|
|
|
$
|
(57
|
)
|
|
$
|
1,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset Category
|
|
January 1,
2017 Balance |
|
Net Realized
and Unrealized
Gains/
(Losses)
|
|
Net Purchases,
Issuances and
Settlements
|
|
Net Transfers
Into/(Out of)
Level 3
|
|
Currency
Impact
|
|
December 31,
2017 Balance |
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Non-U.S. equity
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Pooled funds-
fixed-income securities
|
|
35
|
|
|
—
|
|
|
(16
|
)
|
|
(21
|
)
|
|
2
|
|
|
—
|
|
||||||
Corporate bond and other
fixed-income securities
|
|
538
|
|
|
10
|
|
|
182
|
|
|
—
|
|
|
60
|
|
|
790
|
|
||||||
Real estate
|
|
22
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||
Private equity and other
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
3
|
|
||||||
Total Level 3 investments
|
|
$
|
602
|
|
|
$
|
11
|
|
|
$
|
166
|
|
|
$
|
(25
|
)
|
|
$
|
62
|
|
|
$
|
816
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
|
As of December 31,
|
|
As of December 31,
|
||||||||
Asset Category
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Equity securities
|
|
15
|
%
|
|
15
|
%
|
|
26
|
%
|
|
28
|
%
|
Fixed-income securities
|
|
85
|
%
|
|
85
|
%
|
|
65
|
%
|
|
60
|
%
|
Real estate
|
|
—
|
|
|
—
|
|
|
6
|
%
|
|
6
|
%
|
Hedge funds
|
|
—
|
|
|
—
|
|
|
2
|
%
|
|
4
|
%
|
Private equity
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
%
|
Cash
|
|
—
|
|
|
—
|
|
|
1
|
%
|
|
1
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024-2028
|
||||||||||||
U.S. Plans
|
$
|
107
|
|
|
$
|
91
|
|
|
$
|
91
|
|
|
$
|
93
|
|
|
$
|
92
|
|
|
$
|
483
|
|
Non-U.S. Plans
|
357
|
|
|
362
|
|
|
378
|
|
|
382
|
|
|
395
|
|
|
2,098
|
|
Pension Fund
|
EIN / Pension
Plan Number
|
|
Pension
Protection Act
Zone Status
|
|
FIP / RP
Status Pending /
Implemented
|
|
Surcharge
Imposed
|
|
Expiration Date
of Collective-Bargaining Agreements
|
Bakery and Confectionery Union and Industry International Pension Fund
|
526118572
|
|
Red
|
|
Implemented
|
|
Yes
|
|
2/29/2016
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Accrued benefit obligation at January 1
|
$
|
435
|
|
|
$
|
394
|
|
Service cost
|
6
|
|
|
7
|
|
||
Interest cost
|
15
|
|
|
15
|
|
||
Benefits paid
|
(19
|
)
|
|
(15
|
)
|
||
Currency
|
(11
|
)
|
|
8
|
|
||
Assumption changes
|
(39
|
)
|
|
30
|
|
||
Actuarial losses/(gains)
|
(21
|
)
|
|
(4
|
)
|
||
Accrued benefit obligation at December 31
|
$
|
366
|
|
|
$
|
435
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Discount rate
|
4.37
|
%
|
|
3.66
|
%
|
|
4.40
|
%
|
|
4.24
|
%
|
Health care cost trend rate assumed for next year
|
6.25
|
%
|
|
6.25
|
%
|
|
5.44
|
%
|
|
5.56
|
%
|
Ultimate trend rate
|
5.00
|
%
|
|
4.81
|
%
|
|
5.44
|
%
|
|
5.56
|
%
|
Year that the rate reaches the ultimate trend rate
|
2024
|
|
|
2024
|
|
|
2018
|
|
|
2018
|
|
|
As of December 31, 2018
|
||||||
|
One-Percentage-Point
|
||||||
|
Increase
|
|
Decrease
|
||||
|
(in millions)
|
||||||
Effect on postretirement benefit obligation
|
$
|
37
|
|
|
$
|
(30
|
)
|
Effect on annual service and interest cost
|
2
|
|
|
(2
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Service cost
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
12
|
|
Interest cost
|
14
|
|
|
15
|
|
|
20
|
|
|||
Amortization:
|
|
|
|
|
|
||||||
Net loss from experience differences
|
15
|
|
|
14
|
|
|
10
|
|
|||
Prior service credit (1)
|
(39
|
)
|
|
(40
|
)
|
|
(20
|
)
|
|||
Net periodic postretirement health care costs
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
$
|
22
|
|
(1)
|
In the fourth quarter of 2016, the prior service credit included a one-time $9 million curtailment gain related to a change in the eligibility requirement resulting in ongoing amortization of $10 million. We continued to amortize the prior service credit and recorded $39 million in 2018 and $40 million in 2017.
|
•
|
an estimated $7 million of net loss from experience differences, and
|
•
|
an estimated $39 million of prior service credit.
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
For the Years Ended December 31,
|
|
For the Years Ended December 31,
|
||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
Discount rate
|
3.66%
|
|
4.14%
|
|
4.60%
|
|
4.24%
|
|
4.55%
|
|
4.77%
|
Health care cost trend rate
|
6.25%
|
|
6.50%
|
|
6.50%
|
|
5.56%
|
|
5.50%
|
|
5.50%
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024-2028
|
||||||||||||
U.S. Plans
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
15
|
|
|
$
|
78
|
|
Non-U.S. Plans
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
30
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Accrued benefit obligation at January 1
|
$
|
76
|
|
|
$
|
71
|
|
Service cost
|
6
|
|
|
5
|
|
||
Interest cost
|
4
|
|
|
4
|
|
||
Benefits paid
|
(7
|
)
|
|
(6
|
)
|
||
Assumption changes
|
(1
|
)
|
|
—
|
|
||
Actuarial losses/(gains)
|
(4
|
)
|
|
2
|
|
||
Accrued benefit obligation at December 31
|
$
|
74
|
|
|
$
|
76
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Service cost
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
7
|
|
Interest cost
|
4
|
|
|
4
|
|
|
6
|
|
|||
Amortization of net gains
|
(3
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|||
Net periodic postemployment costs
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
12
|
|
|
Risk-Free
Interest Rate
|
|
Expected Life
|
|
Expected
Volatility
|
|
Expected
Dividend Yield
|
|
Fair Value
at Grant Date
|
|||||
2018
|
2.68
|
%
|
|
5 years
|
|
20.96
|
%
|
|
2.02
|
%
|
|
$
|
8.30
|
|
2017
|
2.04
|
%
|
|
6 years
|
|
22.75
|
%
|
|
1.74
|
%
|
|
$
|
8.57
|
|
2016
|
1.40
|
%
|
|
6 years
|
|
23.11
|
%
|
|
1.61
|
%
|
|
$
|
7.86
|
|
|
Shares Subject
to Option
|
|
Weighted-
Average
Exercise or
Grant Price
Per Share
|
|
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance at January 1, 2016
|
57,034,108
|
|
|
$
|
26.12
|
|
|
|
|
$
|
1,068
|
million
|
Annual grant to eligible employees
|
7,517,290
|
|
|
39.70
|
|
|
|
|
|
|||
Additional options issued
|
115,800
|
|
|
42.26
|
|
|
|
|
|
|||
Total options granted
|
7,633,090
|
|
|
39.74
|
|
|
|
|
|
|||
Options exercised (1)
|
(8,883,101
|
)
|
|
24.09
|
|
|
|
|
$
|
174
|
million
|
|
Options cancelled
|
(2,182,485
|
)
|
|
35.23
|
|
|
|
|
|
|||
Balance at December 31, 2016
|
53,601,612
|
|
|
28.02
|
|
|
|
|
$
|
874
|
million
|
|
Annual grant to eligible employees
|
6,012,140
|
|
|
43.20
|
|
|
|
|
|
|||
Additional options issued
|
162,880
|
|
|
42.54
|
|
|
|
|
|
|||
Total options granted
|
6,175,020
|
|
|
43.18
|
|
|
|
|
|
|||
Options exercised (1)
|
(9,431,009
|
)
|
|
26.17
|
|
|
|
|
$
|
170
|
million
|
|
Options cancelled
|
(1,910,968
|
)
|
|
38.10
|
|
|
|
|
|
|||
Balance at December 31, 2017
|
48,434,655
|
|
|
29.92
|
|
|
|
|
$
|
626
|
million
|
|
Annual grant to eligible employees
|
5,666,530
|
|
|
43.51
|
|
|
|
|
|
|||
Additional options issued
|
168,306
|
|
|
31.40
|
|
|
|
|
|
|||
Total options granted
|
5,834,836
|
|
|
43.16
|
|
|
|
|
|
|||
Options exercised (1)
|
(9,333,271
|
)
|
|
25.16
|
|
|
|
|
$
|
170
|
million
|
|
Options cancelled
|
(1,117,390
|
)
|
|
42.93
|
|
|
|
|
|
|||
Balance at December 31, 2018
|
43,818,830
|
|
|
32.36
|
|
|
5 years
|
|
$
|
371
|
million
|
|
Exercisable at December 31, 2018
|
33,902,437
|
|
|
29.35
|
|
|
4 years
|
|
$
|
369
|
million
|
(1)
|
Cash received from options exercised was $231 million in 2018, $257 million in 2017 and $221 million in 2016. The actual tax benefit realized for the tax deductions from the option exercises totaled $21 million in 2018, $31 million in 2017 and $31 million in 2016.
|
|
Number
of Shares
|
|
Grant Date
|
|
Weighted-Average
Fair Value
Per Share (3)
|
|
Weighted-Average
Aggregate
Fair Value (3)
|
|||||
Balance at January 1, 2016
|
9,418,216
|
|
|
|
|
$
|
33.71
|
|
|
|
||
Annual grant to eligible employees:
|
|
|
Feb. 22, 2016
|
|
|
|
|
|||||
Performance share units
|
1,406,500
|
|
|
|
|
34.35
|
|
|
|
|||
Deferred stock units
|
1,040,790
|
|
|
|
|
39.70
|
|
|
|
|||
Additional shares granted (1)
|
864,851
|
|
|
Various
|
|
32.90
|
|
|
|
|||
Total shares granted
|
3,312,141
|
|
|
|
|
35.65
|
|
|
$
|
118
|
million
|
|
Vested (2)
|
(3,992,902
|
)
|
|
|
|
28.15
|
|
|
$
|
112
|
million
|
|
Forfeited (2)
|
(1,143,828
|
)
|
|
|
|
37.58
|
|
|
|
|||
Balance at December 31, 2016
|
7,593,627
|
|
|
|
|
36.90
|
|
|
|
|||
Annual grant to eligible employees:
|
|
|
Feb. 16, 2017
|
|
|
|
|
|||||
Performance share units
|
1,087,010
|
|
|
|
|
43.14
|
|
|
|
|||
Deferred stock units
|
845,550
|
|
|
|
|
43.20
|
|
|
|
|||
Additional shares granted (1)
|
1,537,763
|
|
|
Various
|
|
42.22
|
|
|
|
|||
Total shares granted
|
3,470,323
|
|
|
|
|
42.75
|
|
|
$
|
148
|
million
|
|
Vested (2)
|
(2,622,807
|
)
|
|
|
|
35.78
|
|
|
$
|
94
|
million
|
|
Forfeited (2)
|
(771,438
|
)
|
|
|
|
38.69
|
|
|
|
|||
Balance at December 31, 2017
|
7,669,705
|
|
|
|
|
39.74
|
|
|
|
|||
Annual grant to eligible employees:
|
|
|
Feb. 22, 2018
|
|
|
|
|
|||||
Performance share units
|
1,048,770
|
|
|
|
|
51.23
|
|
|
|
|||
Deferred stock units
|
788,310
|
|
|
|
|
43.51
|
|
|
|
|||
Additional shares granted (1)
|
446,752
|
|
|
Various
|
|
41.78
|
|
|
|
|||
Total shares granted
|
2,283,832
|
|
|
|
|
46.72
|
|
|
$
|
107
|
million
|
|
Vested (2)
|
(2,511,992
|
)
|
|
|
|
38.91
|
|
|
$
|
98
|
million
|
|
Forfeited (2)
|
(882,535
|
)
|
|
|
|
42.00
|
|
|
|
|||
Balance at December 31, 2018
|
6,559,010
|
|
|
|
|
42.19
|
|
|
|
(1)
|
Includes performance share units and deferred stock units.
|
(2)
|
Includes performance share units, deferred stock units and restricted stock. The actual tax benefit realized for the tax deductions from the shares vested totaled $3 million in 2018, $7 million in 2017 and $18 million in 2016.
|
(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.
|
|
|
Shares Issued
|
|
Treasury Shares
|
|
Shares
Outstanding
|
|||
Balance at January 1, 2016
|
|
1,996,537,778
|
|
|
(416,504,624
|
)
|
|
1,580,033,154
|
|
Shares repurchased
|
|
—
|
|
|
(61,972,713
|
)
|
|
(61,972,713
|
)
|
Exercise of stock options and issuance of
other stock awards
|
|
—
|
|
|
10,305,100
|
|
|
10,305,100
|
|
Balance at December 31, 2016
|
|
1,996,537,778
|
|
|
(468,172,237
|
)
|
|
1,528,365,541
|
|
Shares repurchased
|
|
—
|
|
|
(50,598,902
|
)
|
|
(50,598,902
|
)
|
Exercise of stock options and issuance of
other stock awards
|
|
—
|
|
|
10,369,445
|
|
|
10,369,445
|
|
Balance at December 31, 2017
|
|
1,996,537,778
|
|
|
(508,401,694
|
)
|
|
1,488,136,084
|
|
Shares repurchased
|
|
—
|
|
|
(47,258,884
|
)
|
|
(47,258,884
|
)
|
Exercise of stock options and issuance of
other stock awards
|
|
—
|
|
|
10,122,655
|
|
|
10,122,655
|
|
Balance at December 31, 2018
|
|
1,996,537,778
|
|
|
(545,537,923
|
)
|
|
1,450,999,855
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
$
|
208
|
|
|
$
|
165
|
|
|
$
|
114
|
|
|
$
|
79
|
|
|
$
|
57
|
|
|
$
|
157
|
|
|
$
|
780
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Currency Translation Adjustments:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(7,740
|
)
|
|
$
|
(8,910
|
)
|
|
$
|
(8,006
|
)
|
Currency translation adjustments
|
(698
|
)
|
|
984
|
|
|
(843
|
)
|
|||
Reclassification to net earnings related to:
|
|
|
|
|
|
||||||
Equity method investment transactions
|
6
|
|
|
—
|
|
|
57
|
|
|||
Tax (expense)/benefit
|
(173
|
)
|
|
214
|
|
|
(135
|
)
|
|||
Other comprehensive earnings/(losses)
|
(865
|
)
|
|
1,198
|
|
|
(921
|
)
|
|||
Less: (earnings)/loss attributable to noncontrolling interests
|
2
|
|
|
(28
|
)
|
|
17
|
|
|||
Balance at end of period
|
(8,603
|
)
|
|
(7,740
|
)
|
|
(8,910
|
)
|
|||
Pension and Other Benefit Plans:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(2,144
|
)
|
|
$
|
(2,087
|
)
|
|
$
|
(1,934
|
)
|
Net actuarial gain/(loss) arising during period
|
36
|
|
|
(71
|
)
|
|
(491
|
)
|
|||
Tax (expense)/benefit on net actuarial gain/(loss)
|
(16
|
)
|
|
50
|
|
|
70
|
|
|||
Losses/(gains) reclassified into net earnings:
|
|
|
|
|
|
||||||
Amortization of experience losses and prior service costs
|
168
|
|
|
174
|
|
|
150
|
|
|||
Settlement losses
|
40
|
|
|
38
|
|
|
36
|
|
|||
Tax (expense)/benefit on reclassifications (1)
|
(36
|
)
|
|
(65
|
)
|
|
(46
|
)
|
|||
Currency impact
|
92
|
|
|
(183
|
)
|
|
128
|
|
|||
Other comprehensive earnings/(losses)
|
284
|
|
|
(57
|
)
|
|
(153
|
)
|
|||
Balance at end of period
|
(1,860
|
)
|
|
(2,144
|
)
|
|
(2,087
|
)
|
|||
Derivative Cash Flow Hedges:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(113
|
)
|
|
$
|
(121
|
)
|
|
$
|
(46
|
)
|
Net derivative gains/(losses)
|
(58
|
)
|
|
(17
|
)
|
|
(151
|
)
|
|||
Tax (expense)/benefit on net derivative gain/(loss)
|
6
|
|
|
9
|
|
|
20
|
|
|||
Losses/(gains) reclassified into net earnings:
|
|
|
|
|
|
||||||
Currency exchange contracts - forecasted transactions (2)
|
—
|
|
|
4
|
|
|
3
|
|
|||
Commodity contracts (2)
|
—
|
|
|
29
|
|
|
9
|
|
|||
Interest rate contracts (3)
|
(11
|
)
|
|
—
|
|
|
83
|
|
|||
Tax (expense)/benefit on reclassifications (1)
|
2
|
|
|
(6
|
)
|
|
(42
|
)
|
|||
Currency impact
|
7
|
|
|
(11
|
)
|
|
3
|
|
|||
Other comprehensive earnings/(losses)
|
(54
|
)
|
|
8
|
|
|
(75
|
)
|
|||
Balance at end of period
|
(167
|
)
|
|
(113
|
)
|
|
(121
|
)
|
|||
Accumulated other comprehensive income attributable to
Mondelēz International:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(9,997
|
)
|
|
$
|
(11,118
|
)
|
|
$
|
(9,986
|
)
|
Total other comprehensive earnings/(losses)
|
(635
|
)
|
|
1,149
|
|
|
(1,149
|
)
|
|||
Less: (earnings)/loss attributable to noncontrolling interests
|
2
|
|
|
(28
|
)
|
|
17
|
|
|||
Other comprehensive earnings/(losses)
attributable to Mondelēz International
|
(633
|
)
|
|
1,121
|
|
|
(1,132
|
)
|
|||
Balance at end of period
|
$
|
(10,630
|
)
|
|
$
|
(9,997
|
)
|
|
$
|
(11,118
|
)
|
(1)
|
Taxes reclassified to earnings are recorded within the provision for income taxes.
|
(2)
|
These reclassified gains or losses are recorded within cost of sales.
|
(3)
|
These reclassified losses are recorded within interest and other expense, net.
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Earnings/(losses) from continuing operations before income taxes:
|
|
|
|
|
|
||||||
United States
|
$
|
(170
|
)
|
|
$
|
354
|
|
|
$
|
(364
|
)
|
Outside United States
|
3,012
|
|
|
2,770
|
|
|
1,818
|
|
|||
|
$
|
2,842
|
|
|
$
|
3,124
|
|
|
$
|
1,454
|
|
Provision for income taxes:
|
|
|
|
|
|
||||||
United States federal:
|
|
|
|
|
|
||||||
Current
|
$
|
(34
|
)
|
|
$
|
1,322
|
|
|
$
|
(227
|
)
|
Deferred
|
171
|
|
|
(1,274
|
)
|
|
127
|
|
|||
|
137
|
|
|
48
|
|
|
(100
|
)
|
|||
State and local:
|
|
|
|
|
|
||||||
Current
|
23
|
|
|
32
|
|
|
7
|
|
|||
Deferred
|
61
|
|
|
30
|
|
|
7
|
|
|||
|
84
|
|
|
62
|
|
|
14
|
|
|||
Total United States
|
221
|
|
|
110
|
|
|
(86
|
)
|
|||
|
|
|
|
|
|
||||||
Outside United States:
|
|
|
|
|
|
||||||
Current
|
552
|
|
|
541
|
|
|
490
|
|
|||
Deferred
|
—
|
|
|
15
|
|
|
(290
|
)
|
|||
Total outside United States
|
552
|
|
|
556
|
|
|
200
|
|
|||
|
|
|
|
|
|
||||||
Total provision for income taxes
|
$
|
773
|
|
|
$
|
666
|
|
|
$
|
114
|
|
|
For the Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
U.S. federal statutory rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase/(decrease) resulting from:
|
|
|
|
|
|
|||
State and local income taxes, net of federal tax benefit
|
0.4
|
%
|
|
0.8
|
%
|
|
0.8
|
%
|
Foreign rate differences
|
(1.9
|
)%
|
|
(10.8
|
)%
|
|
(18.6
|
)%
|
Changes in judgment on realizability of deferred tax assets
|
(0.4
|
)%
|
|
3.2
|
%
|
|
—
|
|
Reversal of other tax accruals no longer required
|
(1.8
|
)%
|
|
(1.7
|
)%
|
|
(7.6
|
)%
|
Tax accrual on investment in Keurig (including tax impact of the
gain from the KDP transaction)
|
8.4
|
%
|
|
1.2
|
%
|
|
1.2
|
%
|
Excess tax benefits from equity compensation
|
(0.8
|
)%
|
|
(1.2
|
)%
|
|
—
|
|
Tax legislation (non-U.S. tax reform)
|
0.3
|
%
|
|
(2.6
|
)%
|
|
(4
|
)%
|
U.S. tax reform - deferred benefit from tax rate change
|
—
|
|
|
(41.5
|
)%
|
|
—
|
|
U.S. tax reform - transition tax
|
(1.3
|
)%
|
|
42.2
|
%
|
|
—
|
|
U.S. tax reform - changes in indefinite reinvestment assertion
|
2.1
|
%
|
|
(2.0
|
)%
|
|
—
|
|
Foreign tax provisions under TCJA (GILTI, FDII and BEAT)(1)
|
1.1
|
%
|
|
—
|
|
|
—
|
|
Other
|
0.1
|
%
|
|
(1.3
|
)%
|
|
1.0
|
%
|
Effective tax rate
|
27.2
|
%
|
|
21.3
|
%
|
|
7.8
|
%
|
(1)
|
The Tax Cuts and Jobs Act of 2017 ("TCJA") established the Global Intangible Low-Tax Income ("GILTI") provision, which taxes U.S. allocated expenses and certain income from foreign operations; the Foreign-Derived Intangible Income ("FDII") provision, which allows a deduction against certain types of US taxable income resulting in a lower effective US tax rate on such income; and the Base Erosion Anti-abuse Tax ("BEAT"), which is a new minimum tax based on cross-border service payments by U.S. entities.
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Accrued postretirement and postemployment benefits
|
$
|
147
|
|
|
$
|
191
|
|
Accrued pension costs
|
349
|
|
|
313
|
|
||
Other employee benefits
|
147
|
|
|
155
|
|
||
Accrued expenses
|
283
|
|
|
269
|
|
||
Loss carryforwards
|
707
|
|
|
773
|
|
||
Tax credit carryforwards
|
747
|
|
|
370
|
|
||
Other
|
302
|
|
|
342
|
|
||
Total deferred income tax assets
|
2,682
|
|
|
2,413
|
|
||
Valuation allowance
|
(1,153
|
)
|
|
(853
|
)
|
||
Net deferred income tax assets
|
$
|
1,529
|
|
|
$
|
1,560
|
|
Deferred income tax liabilities:
|
|
|
|
||||
Intangible assets
|
$
|
(3,861
|
)
|
|
$
|
(3,977
|
)
|
Property, plant and equipment
|
(473
|
)
|
|
(452
|
)
|
||
Other
|
(492
|
)
|
|
(153
|
)
|
||
Total deferred income tax liabilities
|
(4,826
|
)
|
|
(4,582
|
)
|
||
Net deferred income tax liabilities
|
$
|
(3,297
|
)
|
|
$
|
(3,022
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
January 1
|
$
|
579
|
|
|
$
|
610
|
|
|
$
|
756
|
|
Increases from positions taken during prior periods
|
36
|
|
|
33
|
|
|
18
|
|
|||
Decreases from positions taken during prior periods
|
(43
|
)
|
|
(93
|
)
|
|
(123
|
)
|
|||
Increases from positions taken during the current period
|
57
|
|
|
64
|
|
|
90
|
|
|||
Decreases relating to settlements with taxing authorities
|
(45
|
)
|
|
(54
|
)
|
|
(75
|
)
|
|||
Reductions resulting from the lapse of the applicable
statute of limitations
|
(31
|
)
|
|
(29
|
)
|
|
(43
|
)
|
|||
Currency/other
|
(37
|
)
|
|
48
|
|
|
(13
|
)
|
|||
December 31
|
$
|
516
|
|
|
$
|
579
|
|
|
$
|
610
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions, except per share data)
|
||||||||||
Net earnings
|
$
|
3,395
|
|
|
$
|
2,842
|
|
|
$
|
1,645
|
|
Noncontrolling interest (earnings)
|
(14
|
)
|
|
(14
|
)
|
|
(10
|
)
|
|||
Net earnings attributable to Mondelēz International
|
$
|
3,381
|
|
|
$
|
2,828
|
|
|
$
|
1,635
|
|
Weighted-average shares for basic EPS
|
1,472
|
|
|
1,513
|
|
|
1,556
|
|
|||
Plus incremental shares from assumed conversions
of stock options and long-term incentive plan shares
|
14
|
|
|
18
|
|
|
17
|
|
|||
Weighted-average shares for diluted EPS
|
1,486
|
|
|
1,531
|
|
|
1,573
|
|
|||
Basic earnings per share attributable to
Mondelēz International
|
$
|
2.30
|
|
|
$
|
1.87
|
|
|
$
|
1.05
|
|
Diluted earnings per share attributable to
Mondelēz International
|
$
|
2.28
|
|
|
$
|
1.85
|
|
|
$
|
1.04
|
|
•
|
Latin America
|
•
|
AMEA
|
•
|
Europe
|
•
|
North America
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Earnings before income taxes:
|
|
|
|
|
|
||||||
Operating income:
|
|
|
|
|
|
||||||
Latin America
|
$
|
410
|
|
|
$
|
564
|
|
|
$
|
272
|
|
AMEA
|
702
|
|
|
514
|
|
|
505
|
|
|||
Europe
|
1,734
|
|
|
1,610
|
|
|
1,198
|
|
|||
North America
|
849
|
|
|
1,144
|
|
|
1,128
|
|
|||
Unrealized gains/(losses) on hedging activities
(mark-to-market impacts)
|
141
|
|
|
(96
|
)
|
|
(94
|
)
|
|||
General corporate expenses
|
(335
|
)
|
|
(282
|
)
|
|
(287
|
)
|
|||
Amortization of intangibles
|
(176
|
)
|
|
(178
|
)
|
|
(176
|
)
|
|||
Net gain on divestitures
|
—
|
|
|
186
|
|
|
9
|
|
|||
Acquisition-related costs
|
(13
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Operating income
|
3,312
|
|
|
3,462
|
|
|
2,554
|
|
|||
Benefit plan non-service income (1)
|
50
|
|
|
44
|
|
|
15
|
|
|||
Interest and other expense, net
|
(520
|
)
|
|
(382
|
)
|
|
(1,115
|
)
|
|||
Earnings before income taxes
|
$
|
2,842
|
|
|
$
|
3,124
|
|
|
$
|
1,454
|
|
(1)
|
During the first quarter of 2018, in connection with adopting a new pension cost classification accounting standard, we reclassified certain of our benefit plan component costs other than service costs out of operating income into a new line item, benefit plan non-service income, on our consolidated statements of earnings. As such, we have recast our historical operating income and segment operating income to reflect this reclassification, which had no impact to earnings before income taxes or net earnings.
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Total assets:
|
|
|
|
|
|
||||||
Latin America (1)
|
$
|
4,699
|
|
|
$
|
4,948
|
|
|
$
|
5,156
|
|
AMEA (1)
|
9,571
|
|
|
9,883
|
|
|
10,031
|
|
|||
Europe (1)
|
19,426
|
|
|
21,611
|
|
|
19,934
|
|
|||
North America (1)
|
21,015
|
|
|
20,709
|
|
|
20,694
|
|
|||
Equity method investments
|
7,123
|
|
|
6,193
|
|
|
5,553
|
|
|||
Unallocated assets and adjustments (2)
|
895
|
|
|
(387
|
)
|
|
138
|
|
|||
Total assets
|
$
|
62,729
|
|
|
$
|
62,957
|
|
|
$
|
61,506
|
|
(1)
|
Segment assets do not reflect outstanding intercompany asset balances as intercompany accounts are eliminated at a segment level.
|
(2)
|
Unallocated assets consist primarily of cash and cash equivalents, deferred income taxes, centrally held property, plant and equipment, prepaid pension assets and derivative financial instrument balances. Final adjustments for jurisdictional netting of deferred tax assets and liabilities is done at a consolidated level.
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Depreciation expense:
|
|
|
|
|
|
||||||
Latin America
|
$
|
97
|
|
|
$
|
107
|
|
|
$
|
92
|
|
AMEA
|
159
|
|
|
157
|
|
|
161
|
|
|||
Europe
|
248
|
|
|
239
|
|
|
253
|
|
|||
North America
|
131
|
|
|
135
|
|
|
141
|
|
|||
Total depreciation expense
|
$
|
635
|
|
|
$
|
638
|
|
|
$
|
647
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Latin America
|
$
|
261
|
|
|
$
|
226
|
|
|
$
|
321
|
|
AMEA
|
277
|
|
|
280
|
|
|
349
|
|
|||
Europe
|
326
|
|
|
278
|
|
|
294
|
|
|||
North America
|
231
|
|
|
230
|
|
|
260
|
|
|||
Total capital expenditures
|
$
|
1,095
|
|
|
$
|
1,014
|
|
|
$
|
1,224
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Net revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
6,401
|
|
|
$
|
6,275
|
|
|
$
|
6,329
|
|
Other
|
19,537
|
|
|
19,621
|
|
|
19,594
|
|
|||
Total net revenues
|
$
|
25,938
|
|
|
$
|
25,896
|
|
|
$
|
25,923
|
|
|
As of December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Long-lived assets:
|
|
|
|
|
|
||||||
United States
|
$
|
1,481
|
|
|
$
|
1,468
|
|
|
$
|
1,508
|
|
Other
|
7,539
|
|
|
7,733
|
|
|
7,229
|
|
|||
Total long-lived assets
|
$
|
9,020
|
|
|
$
|
9,201
|
|
|
$
|
8,737
|
|
|
For the Year Ended December 31, 2018
|
||||||||||||||||||
|
Latin
America |
|
AMEA
|
|
Europe
|
|
North
America
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Biscuits
|
$
|
727
|
|
|
$
|
1,724
|
|
|
$
|
3,127
|
|
|
$
|
5,607
|
|
|
$
|
11,185
|
|
Chocolate
|
747
|
|
|
2,080
|
|
|
5,083
|
|
|
267
|
|
|
8,177
|
|
|||||
Gum & Candy
|
865
|
|
|
879
|
|
|
736
|
|
|
1,011
|
|
|
3,491
|
|
|||||
Beverages
|
533
|
|
|
553
|
|
|
98
|
|
|
—
|
|
|
1,184
|
|
|||||
Cheese & Grocery
|
330
|
|
|
493
|
|
|
1,078
|
|
|
—
|
|
|
1,901
|
|
|||||
Total net revenues
|
$
|
3,202
|
|
|
$
|
5,729
|
|
|
$
|
10,122
|
|
|
$
|
6,885
|
|
|
$
|
25,938
|
|
|
For the Year Ended December 31, 2017 (1)
|
||||||||||||||||||
|
Latin
America |
|
AMEA
|
|
Europe
|
|
North
America
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Biscuits
|
$
|
779
|
|
|
$
|
1,637
|
|
|
$
|
2,944
|
|
|
$
|
5,479
|
|
|
$
|
10,839
|
|
Chocolate
|
862
|
|
|
2,008
|
|
|
4,869
|
|
|
293
|
|
|
8,032
|
|
|||||
Gum & Candy
|
919
|
|
|
919
|
|
|
775
|
|
|
1,025
|
|
|
3,638
|
|
|||||
Beverages
|
665
|
|
|
569
|
|
|
121
|
|
|
—
|
|
|
1,355
|
|
|||||
Cheese & Grocery
|
341
|
|
|
606
|
|
|
1,085
|
|
|
—
|
|
|
2,032
|
|
|||||
Total net revenues
|
$
|
3,566
|
|
|
$
|
5,739
|
|
|
$
|
9,794
|
|
|
$
|
6,797
|
|
|
$
|
25,896
|
|
|
For the Year Ended December 31, 2016 (1)
|
||||||||||||||||||
|
Latin
America |
|
AMEA
|
|
Europe
|
|
North
America
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Biscuits
|
$
|
734
|
|
|
$
|
1,592
|
|
|
$
|
2,765
|
|
|
$
|
5,565
|
|
|
$
|
10,656
|
|
Chocolate
|
743
|
|
|
1,897
|
|
|
4,778
|
|
|
255
|
|
|
7,673
|
|
|||||
Gum & Candy
|
938
|
|
|
953
|
|
|
916
|
|
|
1,140
|
|
|
3,947
|
|
|||||
Beverages
|
657
|
|
|
611
|
|
|
177
|
|
|
—
|
|
|
1,445
|
|
|||||
Cheese & Grocery
|
320
|
|
|
763
|
|
|
1,119
|
|
|
—
|
|
|
2,202
|
|
|||||
Total net revenues
|
$
|
3,392
|
|
|
$
|
5,816
|
|
|
$
|
9,755
|
|
|
$
|
6,960
|
|
|
$
|
25,923
|
|
(1)
|
During the first quarter of 2018, we realigned some of our products across product categories and as such, we reclassified the product category net revenues on a basis consistent with the 2018 presentation.
|
|
2018 Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net revenues
|
$
|
6,765
|
|
|
$
|
6,112
|
|
|
$
|
6,288
|
|
|
$
|
6,773
|
|
Gross profit
|
2,849
|
|
|
2,540
|
|
|
2,414
|
|
|
2,549
|
|
||||
Provision for income taxes
|
(337
|
)
|
|
(15
|
)
|
|
(310
|
)
|
|
(111
|
)
|
||||
Gain on equity method investment transactions
|
—
|
|
|
—
|
|
|
757
|
|
|
21
|
|
||||
Equity method investment net earnings
|
232
|
|
|
87
|
|
|
80
|
|
|
149
|
|
||||
Net earnings (1)
|
$
|
1,052
|
|
|
$
|
320
|
|
|
$
|
1,197
|
|
|
$
|
826
|
|
Noncontrolling interest
|
(6
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||
Net earnings attributable to Mondelēz International
|
$
|
1,046
|
|
|
$
|
318
|
|
|
$
|
1,194
|
|
|
$
|
823
|
|
Weighted-average shares for basic EPS
|
1,489
|
|
|
1,475
|
|
|
1,466
|
|
|
1,457
|
|
||||
Plus incremental shares from assumed conversions of
stock options and long-term incentive plan shares
|
16
|
|
|
13
|
|
|
14
|
|
|
13
|
|
||||
Weighted-average shares for diluted EPS
|
1,505
|
|
|
1,488
|
|
|
1,480
|
|
|
1,470
|
|
||||
Per share data:
|
|
|
|
|
|
|
|
||||||||
Basic EPS attributable to Mondelēz International:
|
$
|
0.70
|
|
|
$
|
0.22
|
|
|
$
|
0.81
|
|
|
$
|
0.56
|
|
Diluted EPS attributable to Mondelēz International:
|
$
|
0.70
|
|
|
$
|
0.21
|
|
|
$
|
0.81
|
|
|
$
|
0.56
|
|
Dividends declared
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
2017 Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net revenues
|
$
|
6,414
|
|
|
$
|
5,986
|
|
|
$
|
6,530
|
|
|
$
|
6,966
|
|
Gross profit
|
2,518
|
|
|
2,314
|
|
|
2,549
|
|
|
2,653
|
|
||||
Provision for income taxes
|
(154
|
)
|
|
(84
|
)
|
|
(272
|
)
|
|
(156
|
)
|
||||
Gain on equity method investment transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||
Equity method investment net earnings
|
90
|
|
|
67
|
|
|
92
|
|
|
95
|
|
||||
Net earnings (1)
|
$
|
657
|
|
|
$
|
500
|
|
|
$
|
982
|
|
|
$
|
703
|
|
Noncontrolling interest
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(8
|
)
|
||||
Net earnings attributable to Mondelēz International
|
$
|
654
|
|
|
$
|
498
|
|
|
$
|
981
|
|
|
$
|
695
|
|
Weighted-average shares for basic EPS
|
1,529
|
|
|
1,519
|
|
|
1,507
|
|
|
1,497
|
|
||||
Plus incremental shares from assumed conversions of
stock options and long-term incentive plan shares
|
21
|
|
|
20
|
|
|
17
|
|
|
16
|
|
||||
Weighted-average shares for diluted EPS
|
1,550
|
|
|
1,539
|
|
|
1,524
|
|
|
1,513
|
|
||||
Per share data:
|
|
|
|
|
|
|
|
||||||||
Basic EPS attributable to Mondelēz International:
|
$
|
0.43
|
|
|
$
|
0.33
|
|
|
$
|
0.65
|
|
|
$
|
0.46
|
|
Diluted EPS attributable to Mondelēz International:
|
$
|
0.42
|
|
|
$
|
0.32
|
|
|
$
|
0.64
|
|
|
$
|
0.46
|
|
Dividends declared
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
(1)
|
See the following table for significant items that affected the comparability of earnings each quarter.
|
|
2018 Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in millions)
|
||||||||||||||
Asset impairment and exit costs
|
$
|
(54
|
)
|
|
$
|
(111
|
)
|
|
$
|
(125
|
)
|
|
$
|
(99
|
)
|
Divestiture-related costs
|
3
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Gain on equity method investment transaction
|
—
|
|
|
—
|
|
|
757
|
|
|
21
|
|
||||
Gain/(loss) related to interest rate swaps
|
14
|
|
|
(5
|
)
|
|
1
|
|
|
—
|
|
||||
Loss on early extinguishment of
debt and related expenses
|
—
|
|
|
(140
|
)
|
|
—
|
|
|
—
|
|
||||
Impact from the resolution of tax matters
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
26
|
|
||||
Impact from pension participation changes
|
—
|
|
|
(409
|
)
|
|
(3
|
)
|
|
(17
|
)
|
||||
|
$
|
(37
|
)
|
|
$
|
(680
|
)
|
|
$
|
630
|
|
|
$
|
(71
|
)
|
|
2017 Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in millions)
|
||||||||||||||
Asset impairment and exit costs
|
$
|
(166
|
)
|
|
$
|
(176
|
)
|
|
$
|
(182
|
)
|
|
$
|
(118
|
)
|
Net gain on divestitures
|
—
|
|
|
(3
|
)
|
|
187
|
|
|
2
|
|
||||
Divestiture-related costs
|
(19
|
)
|
|
(9
|
)
|
|
2
|
|
|
(8
|
)
|
||||
Loss on early extinguishment of
debt and related expenses
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
||||
Impact from the resolution of tax matters
|
58
|
|
|
—
|
|
|
215
|
|
|
8
|
|
||||
|
$
|
(127
|
)
|
|
$
|
(199
|
)
|
|
$
|
222
|
|
|
$
|
(116
|
)
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;
|
•
|
provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
|
|
Number of Securities to
be Issued Upon Exercise
of Outstanding
Options, Warrants
and Rights (1)
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights (2)
|
|
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
securities reflected
in column (a)) (3)
|
||||
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans
approved by security holders
|
50,356,414
|
|
|
$
|
32.36
|
|
|
61,077,287
|
|
(1)
|
Includes outstanding options, deferred stock units and performance share units and excludes restricted stock.
|
(2)
|
Weighted average exercise price of outstanding options only.
|
(3)
|
Shares available for grant under our Amended and Restated 2005 Performance Incentive Plan.
|
(a)
|
Index to Consolidated Financial Statements and Schedules
|
|
|
|
Page
|
(b)
|
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
|
2.1
|
|
|
|
2.2
|
|
|
|
2.3
|
|
|
|
2.4
|
|
|
|
2.5
|
|
|
|
2.6
|
|
|
|
2.7
|
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
4.1
|
|
|
The Registrant agrees to furnish to the SEC upon request copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries.
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
|
10.9
|
|
|
|
10.10
|
|
|
|
10.11
|
|
|
|
10.12
|
|
|
10.13
|
|
|
|
10.14
|
|
|
|
10.15
|
|
|
|
10.16
|
|
|
|
10.17
|
|
|
|
10.18
|
|
|
|
10.19
|
|
|
|
10.20
|
|
|
|
10.21
|
|
|
|
10.22
|
|
|
|
10.23
|
|
|
|
10.24
|
|
|
|
10.25
|
|
|
|
10.26
|
|
|
|
10.27
|
|
|
|
10.28
|
|
|
|
10.29
|
|
|
|
10.30
|
|
|
|
10.31
|
|
|
|
10.32
|
|
|
10.33
|
|
|
|
10.34
|
|
|
|
10.35
|
|
|
|
10.36
|
|
|
|
10.37
|
|
|
|
10.38
|
|
|
|
10.39
|
|
|
|
10.40
|
|
|
|
10.41
|
|
|
|
10.42
|
|
|
|
10.43
|
|
|
|
10.44
|
|
|
|
10.45
|
|
|
|
10.46
|
|
|
|
10.47
|
|
|
|
10.48
|
|
|
|
10.49
|
|
|
|
10.50
|
|
|
|
10.51
|
|
|
10.52
|
|
|
|
10.53
|
|
|
|
10.54
|
|
|
|
10.55
|
|
|
|
10.56
|
|
|
|
10.57
|
|
|
|
18.1
|
|
|
|
21.1
|
|
|
|
23.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
101.1
|
|
|
The following materials from Mondelēz International’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Earnings, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.
|
|
|
*
|
Upon request, Mondelēz International, Inc. agrees to furnish to the U.S. Securities and Exchange Commission, on a supplemental basis, a copy of any omitted schedule or exhibit to such agreement.
|
|
|
**
|
Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and have been separately filed with the SEC.
|
|
|
+
|
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)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ DIRK VAN DE PUT
|
|
Director, Chairman and
Chief Executive Officer
|
February 8, 2019
|
|
(Dirk Van de Put)
|
|
|
||
/s/ LUCA ZARAMELLA
|
|
Executive Vice President and
Chief Financial Officer
|
February 8, 2019
|
|
(Luca Zaramella)
|
|
|
||
/s/ NELSON URDANETA
|
|
Senior Vice President,
Corporate Controller and
Chief Accounting Officer
|
|
February 8, 2019
|
(Nelson Urdaneta)
|
|
|
|
|
/s/ LEWIS W.K. BOOTH
|
|
Director
|
|
February 8, 2019
|
(Lewis W.K. Booth)
|
|
|
||
/s/ CHARLES E. BUNCH
|
|
Director
|
|
February 8, 2019
|
(Charles E. Bunch)
|
|
|
||
/s/ DEBRA A. CREW
|
|
Director
|
|
February 8, 2019
|
(Debra A. Crew)
|
|
|
|
|
/s/ LOIS D. JULIBER
|
|
Director
|
|
February 8, 2019
|
(Lois D. Juliber)
|
|
|
||
/s/ MARK D. KETCHUM
|
|
Director
|
|
February 8, 2019
|
(Mark D. Ketchum)
|
|
|
||
/s/ PETER W. MAY
|
|
Director
|
|
February 8, 2019
|
(Peter W. May)
|
|
|
|
|
/s/ JORGE S. MESQUITA
|
|
Director
|
|
February 8, 2019
|
(Jorge S. Mesquita)
|
|
|
||
/s/ JOSEPH NEUBAUER
|
|
Director
|
|
February 8, 2019
|
(Joseph Neubauer)
|
|
|
||
/s/ FREDRIC G. REYNOLDS
|
|
Director
|
|
February 8, 2019
|
(Fredric G. Reynolds)
|
|
|
||
/s/ CHRISTIANA S. SHI
|
|
Director
|
|
February 8, 2019
|
(Christiana S. Shi)
|
|
|
||
/s/ PATRICK T. SIEWERT
|
|
Director
|
|
February 8, 2019
|
(Patrick T. Siewert)
|
|
|
||
/s/ JEAN-FRANÇOIS M. L. VAN BOXMEER
|
|
Director
|
|
February 8, 2019
|
(Jean-François M. L. van Boxmeer)
|
|
|
|
|
Col. A
|
|
Col. B
|
|
Col. C
|
|
Col. D
|
|
Col. E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||
|
|
|
|
|
|
(a)
|
|
(b)
|
|
|
||||||||||
2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for trade receivables
|
|
$
|
50
|
|
|
$
|
3
|
|
|
$
|
(6
|
)
|
|
$
|
7
|
|
|
$
|
40
|
|
Allowance for other current receivables
|
|
98
|
|
|
(10
|
)
|
|
(24
|
)
|
|
17
|
|
|
47
|
|
|||||
Allowance for long-term receivables
|
|
21
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
24
|
|
|||||
Allowance for deferred taxes
|
|
853
|
|
|
409
|
|
|
4
|
|
|
113
|
|
|
1,153
|
|
|||||
|
|
$
|
1,022
|
|
|
$
|
402
|
|
|
$
|
(23
|
)
|
|
$
|
137
|
|
|
$
|
1,264
|
|
2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for trade receivables
|
|
$
|
58
|
|
|
$
|
21
|
|
|
$
|
(8
|
)
|
|
$
|
21
|
|
|
$
|
50
|
|
Allowance for other current receivables
|
|
93
|
|
|
6
|
|
|
6
|
|
|
7
|
|
|
98
|
|
|||||
Allowance for long-term receivables
|
|
20
|
|
|
(1
|
)
|
|
3
|
|
|
1
|
|
|
21
|
|
|||||
Allowance for deferred taxes
|
|
310
|
|
|
549
|
|
|
25
|
|
|
31
|
|
|
853
|
|
|||||
|
|
$
|
481
|
|
|
$
|
575
|
|
|
$
|
26
|
|
|
$
|
60
|
|
|
$
|
1,022
|
|
2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for trade receivables
|
|
$
|
54
|
|
|
$
|
18
|
|
|
$
|
(1
|
)
|
|
$
|
13
|
|
|
$
|
58
|
|
Allowance for other current receivables
|
|
109
|
|
|
(2
|
)
|
|
(13
|
)
|
|
1
|
|
|
93
|
|
|||||
Allowance for long-term receivables
|
|
16
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
20
|
|
|||||
Allowance for deferred taxes
|
|
303
|
|
|
67
|
|
|
(28
|
)
|
|
32
|
|
|
310
|
|
|||||
|
|
$
|
482
|
|
|
$
|
84
|
|
|
$
|
(39
|
)
|
|
$
|
46
|
|
|
$
|
481
|
|
(a)
|
Primarily related to divestitures, acquisitions and currency translation.
|
(b)
|
Represents charges for which allowances were created.
|
“2.3 Continued Participation. Once an eligible employee becomes a Participant in the Plan he shall remain a Participant for so long as he is entitled to a benefit under the Plan. Notwithstanding the foregoing or any other provision of the Plan to the contrary as of a Participant’s Separation from Service no additional Plan benefit will accrue or be credited (other than notional interest credits as applicable) and any election to defer compensation under the Plan will end regardless of whether the Participant subsequently receives any payment from an Employer which would otherwise be considered Eligible Compensation.”
|
/s/ Joanne P. Armenio
|
Name: Joanne P. Armenio
|
Title: Associate Director, Benefit Operations
|
“2.3 Continued Participation. Once an eligible employee becomes a Participant in the Plan, he shall remain a Participant for so long as he is entitled to a benefit under the Plan. Notwithstanding the foregoing or any other provision of the Plan to the contrary, as of a Participant’s Separation from Service, no additional Plan benefit will accrue or be credited (other than notional interest credits as applicable) and any election to defer compensation under the Plan will end regardless of whether the Participant subsequently receives any payment from an Employer which would otherwise be considered Eligible Compensation.”
|
/s/ Joanne P. Armenio
|
Name: Joanne P. Armenio
|
Title: Associate Director, Benefit Operations
|
Bremen, 27 November 2018
|
|
Zurich, 14 December 2018
|
Place, Date
|
|
Place, Date
|
/s/ Susanne Richter
|
|
/s/ Hubert Weber
|
Company
|
|
Hubert Weber
|
|
|
|
Place, Date
|
|
|
/s/ Peter Biesterfeld
|
|
|
Company
|
|
|
1.
|
Termination of Assignment
|
2.
|
PSU
|
3.
|
Stock Options
|
4.
|
ExPat Allowances and Benefits
|
5.
|
Non - compete
|
6.
|
Return of items / Company Car
|
7.
|
Release
|
8.
|
Final Provisions
|
Glattpark, 6 December 2018
|
|
Zurich, 14 December 2018
|
Place, Date
|
|
Place, Date
|
/s/ Andrew C. Gibson
|
|
/s/ Hubert Weber
|
Company
|
|
Hubert Weber
|
Glattpark, 6 December 2018
|
|
|
Place, Date
|
|
|
/s/ Rupert Slezak
|
|
|
Company
|
|
|
Exhibit 21.1
|
|
|
|
Mondelēz International, Inc.
|
|
Subsidiaries - December 31, 2018
|
|
|
|
Entity Name
|
Country
|
LU Algerie S.p.A.
|
Algeria
|
Mondelez Argentina S.A.
|
Argentina
|
Nabisco Inversiones S.R.L.
|
Argentina
|
Van Mar SA
|
Argentina
|
Cadbury Marketing Services Pty Limited
|
Australia
|
KF (Australia) Pty. Ltd.
|
Australia
|
Lanes Biscuits Pty. Ltd.
|
Australia
|
Lanes Food (Australia) Pty. Ltd.
|
Australia
|
Mondelez Australia (Foods) Ltd
|
Australia
|
Mondelez Australia Group Co Pty Ltd
|
Australia
|
Mondelez Australia Group Investments LP
|
Australia
|
Mondelez Australia Holdings Pty. Ltd.
|
Australia
|
Mondelez Australia Investments Pty Ltd
|
Australia
|
Mondelez Australia Pty. Ltd.
|
Australia
|
Mondelez Australia Services Pty. Ltd.
|
Australia
|
Mondelez New Zealand Holdings (Australia) Pty. Ltd.
|
Australia
|
Mirabell Salzburger Confiserie-und Bisquit GmbH
|
Austria
|
Mondelez Austria Services GmbH
|
Austria
|
Mondelez Oesterreich GmbH
|
Austria
|
Mondelez Oesterreich Production GmbH
|
Austria
|
Salzburger Suesswarenfabrik K.G.
|
Austria
|
Mondelez Bahrain Biscuits WLL
|
Bahrain
|
Mondelez Bahrain W.L.L.
|
Bahrain
|
Mondelez Bangladesh Private Limited
|
Bangladesh
|
OOO Mondelez International Bel
|
Belarus
|
Confibel SPRL
|
Belgium
|
Kraft Foods Belgium Intellectual Property
|
Belgium
|
Mondelez Belgium Biscuits Production NV
|
Belgium
|
Mondelez Belgium BVBA
|
Belgium
|
Mondelez Belgium Chocolate Production BVBA
|
Belgium
|
Mondelez Belgium Manufacturing Services BVBA
|
Belgium
|
Mondelez Belgium Services BVBA
|
Belgium
|
Mondelez Namur Production SPRL
|
Belgium
|
Mondelez de Alimentos Bolivia S.R.L.
|
Bolivia
|
Cadbury Botswana (Proprietary) Limited
|
Botswana
|
Mondelez Brasil Ltda.
|
Brazil
|
Mondelez Brasil Norte Nordeste Ltda.
|
Brazil
|
Mondelez Bulgaria EOOD
|
Bulgaria
|
Mondelez Bulgaria Holding AD
|
Bulgaria
|
Mondelez Bulgaria Production EOOD
|
Bulgaria
|
152999 Canada Inc.
|
Canada
|
MCI Finance Inc.
|
Canada
|
Mondelez Asia Pacific (Alberta) GP ULC
|
Canada
|
Mondelez Canada Holdings ULC
|
Canada
|
Mondelez Canada Inc.
|
Canada
|
TCI Realty Holdings Inc.
|
Canada
|
Mondelez Chile S.A.
|
Chile
|
Cadbury Confectionery (Guangzhou) Co., Limited
|
China
|
Cadbury Food Co. Limited China
|
China
|
Cadbury Marketing Services Co Ltd Shanghai
|
China
|
Mondelez Beijing Food Co., Ltd.
|
China
|
Mondelez China Co., Ltd
|
China
|
Mondelez Jiangmen Food Co., Ltd.
|
China
|
Mondelez Shanghai Business Services Co., Ltd.
|
China
|
Mondelez Shanghai Food Co., Ltd.
|
China
|
Mondelez Shanghai Foods Corporate Management Co., Ltd.
|
China
|
Mondelez Suzhou Food Co., Ltd.
|
China
|
Nabisco Food (Suzhou) Co. Ltd.
|
China
|
Mondelez Colombia S.A.S.
|
Colombia
|
Servicios Comerciales Colombia SAS
|
Colombia
|
El Gallito Industrial, S.A.
|
Costa Rica
|
Mondelez Business Services Costa Rica Limitada
|
Costa Rica
|
Mondelez Costa Rica Limitada
|
Costa Rica
|
Mondelez Zagreb d.o.o.
|
Croatia
|
Mondelez CR Biscuit Production s.r.o.
|
Czech Republic
|
Mondelez Czech Republic s.r.o.
|
Czech Republic
|
Opavia Lu s.r.o.
|
Czech Republic
|
Kraft Foods Danmark Intellectual Property ApS
|
Denmark
|
Mondelez Danmark ApS
|
Denmark
|
Mondelez Dominicana, S.A.
|
Dominican Republic
|
Mondelez Ecuador Cia. Ltda.
|
Ecuador
|
Mondelez Egypt Foods S.A.E.
|
Egypt
|
Mondelez Egypt Trading SAE
|
Egypt
|
Mondelez El Salvador, Ltda. de C.V.
|
El Salvador
|
Mondelez Eesti Osauhing
|
Estonia
|
Mondelez Finland OY
|
Finland
|
Generale Biscuit Glico France
|
France
|
Generale Biscuit SAS
|
France
|
Kraft Foods France Biscuit S.A.S.
|
France
|
Kraft Foods France Intellectual Property S.A.S.
|
France
|
Mondelez France Antilles Guyane Distribution SAS
|
France
|
Mondelez France Biscuit Distribution SAS
|
France
|
Mondelez France Biscuits Production SAS
|
France
|
Mondelez France Ocean Indien Distribution SAS
|
France
|
Mondelez France R&D SAS
|
France
|
Mondelez France S.A.S.
|
France
|
Mondelez Georgia LLC
|
Georgia
|
Carlton Lebensmittel Vertriebs GmbH
|
Germany
|
Don Snack Foods Handelsgesellschaft GmbH
|
Germany
|
Kraft Foods Deutschland Biscuits Grundstuecksverwaltungs GmbH & Co. KG
|
Germany
|
Kraft Foods Deutschland Holding Grundstuecksverwaltungs GmbH & Co. KG
|
Germany
|
Kraft Foods Deutschland Production Grundstuecksverwaltungs GmbH & Co. KG
|
Germany
|
Mondelez Deutschland Biscuits Production GmbH
|
Germany
|
Mondelez Deutschland GmbH
|
Germany
|
Mondelez Deutschland Services GmbH & Co. KG
|
Germany
|
Mondelez Deutschland Snacks Production GmbH & Co. KG
|
Germany
|
Suchard GmbH
|
Germany
|
Cadbury Ghana Limited
|
Ghana
|
Lapworth Commodities Limited
|
Ghana
|
Mondelez Hellas Production S.A.
|
Greece
|
Mondelez Hellas S.A.
|
Greece
|
Mondelez Guatemala, Ltda.
|
Guatemala
|
Landers Centro Americana, Fabricantes de Molinos Marca "Corona" S.A. de C.V.
|
Honduras
|
Mondelez Honduras, S. de R.L.
|
Honduras
|
Cadbury Trading Hong Kong Ltd.
|
Hong Kong
|
Mondelez Hong Kong Limited
|
Hong Kong
|
Gyori Keksz Kft SARL
|
Hungary
|
Mondelez Hungaria IP Kft
|
Hungary
|
Mondelez Hungaria Kft
|
Hungary
|
C S Business Services (India) Pvt. Limited
|
India
|
Induri Farm Limited
|
India
|
KJS India Private Limited
|
India
|
Mondelez India Foods Private Limited
|
India
|
P.T. Cadbury Indonesia
|
Indonesia
|
P.T. Cipta Manis Makmur
|
Indonesia
|
P.T. Kraft Symphoni Indonesia
|
Indonesia
|
P.T. Kraft Ultrajaya Indonesia
|
Indonesia
|
P.T. Mondelez Indonesia
|
Indonesia
|
P.T. Mondelez Indonesia Manufacturing
|
Indonesia
|
P.T. Mondelez Indonesia Trading
|
Indonesia
|
Alreford DAC
|
Ireland
|
Berkeley Re DAC
|
Ireland
|
Cadbury Schweppes Ireland Limited
|
Ireland
|
Cadbury Schweppes Treasury America
|
Ireland
|
Cadbury Schweppes Treasury International
|
Ireland
|
Cadbury Schweppes Treasury Services
|
Ireland
|
Kraft Foods Ireland Intellectual Property Ltd
|
Ireland
|
Mondelez Ireland Insurance Holdings Ltd.
|
Ireland
|
Mondelez Ireland Limited
|
Ireland
|
Mondelez Ireland Production Limited
|
Ireland
|
Trebor (Dublin) Limited
|
Ireland
|
Trebor Ireland Limited
|
Ireland
|
Fattorie Osella S.p.A.
|
Italy
|
Kraft Foods Italia Intellectual Property S.r.l.
|
Italy
|
Mondelez Italia Biscuits Production S.p.A
|
Italy
|
Mondelez Italia S.r.l.
|
Italy
|
Mondelez Italia Services S.r.l.
|
Italy
|
Meito Adams Company Limited
|
Japan
|
Mondelez Japan Ltd
|
Japan
|
Mondelez Kazakhstan LLP
|
Kazakhstan
|
Cadbury Kenya Limited
|
Kenya
|
Dong Suh Foods Corporation
|
Korea
|
Migabang Limited Company
|
Korea
|
SIA Mondelez Latvija
|
Latvia
|
Cadbury Adams Middle East S.A.L.
|
Lebanon
|
AB Kraft Foods Lietuva
|
Lithuania
|
UAB Mondelez Baltic
|
Lithuania
|
UAB Mondelez Lietuva Production
|
Lithuania
|
Adams Marketing (M) Sdn Bhd
|
Malaysia
|
Cadbury Confectionery Malaysia Sdn. Bhd.
|
Malaysia
|
Cadbury Confectionery Sales (M) Sdn. Bhd.
|
Malaysia
|
Mondelez Malaysia Sales Sdn. Bhd.
|
Malaysia
|
Mondelez Malaysia Sdn. Bhd.
|
Malaysia
|
Cadbury Mauritius Ltd
|
Mauritius
|
Corporativo Mondelez, S. en N.C. de C.V.
|
Mexico
|
Mondelez Mexico, S. de R.L. de C.V.
|
Mexico
|
Productos Mondelez, S. de R.L. de C.V.
|
Mexico
|
Servicios Integrales Mondelez, S. de R.L. de C.V.
|
Mexico
|
Servicios Mondelez, S. de R.L. de C.V.
|
Mexico
|
Mondelez Maroc SA
|
Morocco
|
STE Immobiliere Ibrahim D'Ain Sebaa
|
Morocco
|
Springer Schokoladenfabrik (Pty) Limited
|
Namibia
|
Abades B.V.
|
Netherlands
|
Cadbury CIS B.V.
|
Netherlands
|
Cadbury Enterprises Holdings B.V.
|
Netherlands
|
Cadbury Holdings B.V.
|
Netherlands
|
Cadbury Netherlands International Holdings B.V.
|
Netherlands
|
Gernika, B.V.
|
Netherlands
|
Kraft Foods Česko Holdings BV
|
Netherlands
|
Kraft Foods Entity Holdings B.V.
|
Netherlands
|
Kraft Foods Intercontinental Netherlands C.V.
|
Netherlands
|
Kraft Foods LA MB Holding B.V.
|
Netherlands
|
Kraft Foods LA MC B.V.
|
Netherlands
|
Kraft Foods LA NMB B.V.
|
Netherlands
|
Kraft Foods LA NVA B.V.
|
Netherlands
|
Kraft Foods LA VA Holding B.V.
|
Netherlands
|
Kraft Foods Nederland Biscuit C.V.
|
Netherlands
|
Kraft Foods Nederland Intellectual Property BV
|
Netherlands
|
Kraft Foods North America and Asia B.V.
|
Netherlands
|
KTL S. de R.L. de C.V.
|
Netherlands
|
Mondelez Coffee Holdco BV
|
Netherlands
|
Mondelez Espana Biscuits Holdings B.V.
|
Netherlands
|
Mondelez International Holdings Netherlands B.V.
|
Netherlands
|
Mondelez Nederland B.V.
|
Netherlands
|
Mondelez Nederland Services B.V.
|
Netherlands
|
Mondelez Netherlands RUS Holdings B.V.
|
Netherlands
|
Mondelez New Zealand
|
New Zealand
|
Mondelez New Zealand Investments
|
New Zealand
|
Mondelez Nicaragua, S.A.
|
Nicaragua
|
Cadbury Nigeria PLC
|
Nigeria
|
Kraft Foods Norge Intellectual Property AS
|
Norway
|
Mondelez Norge A/S
|
Norway
|
Mondelez Norge Production AS
|
Norway
|
Mondelez Pakistan Limited
|
Pakistan
|
Mondelez Panama, S. de R.L.
|
Panama
|
Mondelez Peru S.A.
|
Peru
|
Mondelez Philippines, Inc.
|
Philippines
|
Nabisco Philippines Inc.
|
Philippines
|
Lu Polska Sp. z.o.o.
|
Poland
|
Mondelez International RD&Q Sp. z.o.o.
|
Poland
|
Mondelez Polska Production sp. z.o.o.
|
Poland
|
Mondelez Polska Sp. z.o.o.
|
Poland
|
Mondelez Portugal, Unipessoal Lda.
|
Portugal
|
Mondelez Puerto Rico LLC
|
Puerto Rico
|
Mondelez Romania S.A.
|
Romania
|
Mon'delez Rus LLC
|
Russia
|
Mondelez Arabia for Trading LLC
|
Saudi Arabia
|
Nabisco Arabia Co. Ltd.
|
Saudi Arabia
|
Mondelez d.o.o. Beograd
|
Serbia
|
Mondelez Procurement d.o.o. Beograd
|
Serbia
|
Kraft Foods Holdings Singapore Pte. Ltd.
|
Singapore
|
Kraft Foods Trading Singapore Pte. Ltd.
|
Singapore
|
Kraft Helix Singapore Pte. Ltd.
|
Singapore
|
Kuan Enterprises Pte. Ltd.
|
Singapore
|
Mondelez Asia Pacific Pte. Ltd.
|
Singapore
|
Mondelez Business Services AP Pte Ltd
|
Singapore
|
Mondelez International AMEA PTE. Ltd.
|
Singapore
|
Symphony Biscuits Holdings Pte. Ltd.
|
Singapore
|
Mondelez European Business Services Centre s.r.o.
|
Slovakia
|
Mondelez Slovakia Holding a.s.
|
Slovakia
|
Mondelez Slovakia Intellectual Property s.r.o.
|
Slovakia
|
Mondelez Slovakia s.r.o.
|
Slovakia
|
Mondelez SR Production s.r.o.
|
Slovakia
|
Mondelez, trgovska druzba, d.o.o, Ljubjana
|
Slovenia
|
Chapelat-Humphries Investments (Pty) Limited
|
South Africa
|
Mondelez South Africa (Pty) Ltd.
|
South Africa
|
South Africa LP
|
South Africa
|
Kraft Foods Espana Holdings S.L.U.
|
Spain
|
Kraft Foods Espana Intellectual Property SLU
|
Spain
|
Mondelez Espana Commercial, S.L.U.
|
Spain
|
Mondelez Espana Confectionery Production, SLU
|
Spain
|
Mondelez Espana Galletas Production, S.L.U.
|
Spain
|
Mondelez Espana Postres Production, S.A.U.
|
Spain
|
Mondelez Espana Production, S.L.U.
|
Spain
|
Mondelez Espana Services, S.L.U.
|
Spain
|
Mondelez Iberia Holdings, S.L.U.
|
Spain
|
Mondelez Iberia Snacking Holdings, S.L.U.
|
Spain
|
Chapelat Swaziland (Proprietary) Limited
|
Swaziland
|
Cadbury (Swaziland) (Pty) Limited
|
Swaziland/South Africa
|
Kraft Foods Sverige Holding AB
|
Sweden
|
Kraft Foods Sverige Intellectual Property AB
|
Sweden
|
Mondelez Sverige AB
|
Sweden
|
Mondelez Sverige Production AB
|
Sweden
|
Kraft Foods Schweiz Holding GmbH
|
Switzerland
|
Mondelez Europe GmbH
|
Switzerland
|
Mondelez Europe Procurement GmbH
|
Switzerland
|
Mondelez Europe Services GmbH
|
Switzerland
|
Mondelez International Finance AG
|
Switzerland
|
Mondelez Schweiz GmbH
|
Switzerland
|
Mondelez Schweiz Production GmbH
|
Switzerland
|
Mondelez World Travel Retail GmbH
|
Switzerland
|
Taloca GmbH
|
Switzerland
|
Mondelez Taiwan Limited
|
Taiwan
|
Mondelez (Thailand) Co., Ltd.
|
Thailand
|
Mondelez International (Thailand) Co., Ltd
|
Thailand
|
Kraft Foods (Trinidad) Unlimited
|
Trinidad
|
Kent Gida Maddeleri Sanayii ve Ticaret Anonim Sirketi
|
Turkey
|
Cadbury South Africa (Holdings)
|
UK/South Africa
|
LLC Chipsy LYUKS
|
Ukraine
|
Private Joint Stock Company "Mondelez Ukraina"
|
Ukraine
|
Mondelez Eastern Europe Middle East & Africa FZE
|
United Arab Emirates
|
Brentwick Limited
|
United Kingdom
|
Cadbury Eight LLP
|
United Kingdom
|
Cadbury Four LLP
|
United Kingdom
|
Cadbury International Limited
|
United Kingdom
|
Cadbury Limited
|
United Kingdom
|
Cadbury Nine LLP
|
United Kingdom
|
Cadbury Nominees Limited
|
United Kingdom
|
Cadbury Russia Limited
|
United Kingdom
|
Cadbury Russia Two Ltd
|
United Kingdom
|
Cadbury Schweppes Finance Limited
|
United Kingdom
|
Cadbury Schweppes Investments Ltd
|
United Kingdom
|
Cadbury Schweppes Overseas Limited
|
United Kingdom
|
Cadbury Seven LLP
|
United Kingdom
|
Cadbury Six LLP
|
United Kingdom
|
Cadbury Ten LLP
|
United Kingdom
|
Cadbury Three LLP
|
United Kingdom
|
Cadbury UK Limited
|
United Kingdom
|
Cadbury US Holdings Limited
|
United Kingdom
|
Chromium Acquisitions Limited
|
United Kingdom
|
Chromium Assets Limited
|
United Kingdom
|
Chromium Suchex LLP
|
United Kingdom
|
Craven Keiller
|
United Kingdom
|
Ernest Jackson & Co Limited
|
United Kingdom
|
Galactogen Products Limited
|
United Kingdom
|
Kraft Foods Investment Holdings UK Limited
|
United Kingdom
|
Kraft Foods UK Intellectual Property Limited
|
United Kingdom
|
Kraft Foods UK IP & Production Holdings Ltd.
|
United Kingdom
|
Kraft Russia Limited
|
United Kingdom
|
L. Rose & Co., Limited
|
United Kingdom
|
Mondelez International Services Limited
|
United Kingdom
|
Mondelez UK Biscuit Financing Ltd
|
United Kingdom
|
Mondelez UK Confectionery Production Limited
|
United Kingdom
|
Mondelez UK Finance Company Limited
|
United Kingdom
|
Mondelez UK Holdings & Services Limited
|
United Kingdom
|
Mondelez UK Limited
|
United Kingdom
|
Mondelez UK R&D Limited
|
United Kingdom
|
Reading Scientific Services Limited
|
United Kingdom
|
Schweppes Limited
|
United Kingdom
|
Somerdale Limited
|
United Kingdom
|
Speedy Assetco Limited
|
United Kingdom
|
The Old Leo Company Limited
|
United Kingdom
|
Trebor Bassett Limited
|
United Kingdom
|
Trebor International Limited
|
United Kingdom
|
Vantas International Limited
|
United Kingdom
|
Enjoy Life Natural Brands, LLC
|
United States
|
Intercontinental Brands LLC
|
United States
|
Intercontinental Great Brands LLC
|
United States
|
KFI-USLLC IX
|
United States
|
KFI-USLLC VII
|
United States
|
KFI-USLLC VIII
|
United States
|
KFI-USLLC XI
|
United States
|
KFI-USLLC XIV
|
United States
|
Kraft Foods Asia Pacific Services LLC
|
United States
|
Kraft Foods Biscuit Brands Kuan LLC
|
United States
|
Kraft Foods Holdings LLC
|
United States
|
Kraft Foods International Europe Holdings LLC
|
United States
|
Kraft Foods International Holdings Delaware LLC
|
United States
|
Kraft Foods International Services LLC
|
United States
|
Kraft Foods Latin America Holding LLC
|
United States
|
Kraft Foods R & D, Inc.
|
United States
|
Mondelēz BTN Holdings LLC
|
United States
|
Mondelēz Global LLC
|
United States
|
Mondelez International Delaware LLC
|
United States
|
Mondelez International Financing Delaware LLC
|
United States
|
Mondelēz International Holdings LLC
|
United States
|
Mondelēz International Service Holdings LLC
|
United States
|
Mondelēz International Service LLC
|
United States
|
Mondelēz International, Inc.
|
United States
|
Tate's Bake Shop
|
United States
|
Tate's Holding Company
|
United States
|
Tate's Wholesale, LLC
|
United States
|
C.A.S. Uruguay S.A.
|
Uruguay
|
Mondelez Uruguay S.A.
|
Uruguay
|
Cadbury Adams, S.A.
|
Venezuela
|
Cadbury Beverages de Venezuela CA
|
Venezuela
|
Compania Venezolana de Conservas C.A.
|
Venezuela
|
Covenco Holding C.A.
|
Venezuela
|
Mondelez VZ, C.A.
|
Venezuela
|
Promotora Cadbury Adams, C.A.
|
Venezuela
|
Tevalca Holdings C.A.
|
Venezuela
|
Mondelez Kinh Do Vietnam JSC
|
Vietnam
|
North Kinh Do One Member Company Limited
|
Vietnam
|
Cadbury Schweppes Zimbabwe (Private) Limited
|
Zimbabwe
|
1.
|
I have reviewed this annual report on Form 10-K 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
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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
|
Chief Executive Officer
|
February 8, 2019
|
|
/s/ LUCA ZARAMELLA
|
Luca Zaramella
|
Executive Vice President and
|
Chief Financial Officer
|
February 8, 2019
|