|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Virginia
|
52-2284372
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
Three Parkway North,
|
|
|
Deerfield,
|
Illinois
|
60015
|
(Address of principal executive offices)
|
(Zip Code)
|
Tile of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange on which registered
|
Class A Common Stock, no par value
|
|
MDLZ
|
|
The Nasdaq Global Select Market
|
2.375% Notes due 2021
|
|
MDLZ21
|
|
The Nasdaq Stock Market LLC
|
1.000% Notes due 2022
|
|
MDLZ22
|
|
The Nasdaq Stock Market LLC
|
1.625% Notes due 2023
|
|
MDLZ23
|
|
The Nasdaq Stock Market LLC
|
1.625% Notes due 2027
|
|
MDLZ27
|
|
The Nasdaq Stock Market LLC
|
2.375% Notes due 2035
|
|
MDLZ35
|
|
The Nasdaq Stock Market LLC
|
4.500% Notes due 2035
|
|
MDLZ35A
|
|
The Nasdaq Stock Market LLC
|
3.875% Notes due 2045
|
|
MDLZ45
|
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
T
|
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
|
|
|
Page No.
|
PART I -
|
FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II -
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net revenues
|
$
|
6,062
|
|
|
$
|
6,112
|
|
|
$
|
12,600
|
|
|
$
|
12,877
|
|
Cost of sales
|
3,593
|
|
|
3,572
|
|
|
7,538
|
|
|
7,488
|
|
||||
Gross profit
|
2,469
|
|
|
2,540
|
|
|
5,062
|
|
|
5,389
|
|
||||
Selling, general and administrative expenses
|
1,427
|
|
|
1,904
|
|
|
2,920
|
|
|
3,431
|
|
||||
Asset impairment and exit costs
|
15
|
|
|
111
|
|
|
35
|
|
|
165
|
|
||||
Net gain on divestiture
|
(41
|
)
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
||||
Amortization of intangibles
|
43
|
|
|
44
|
|
|
87
|
|
|
88
|
|
||||
Operating income
|
1,025
|
|
|
481
|
|
|
2,061
|
|
|
1,705
|
|
||||
Benefit plan non-service income
|
(12
|
)
|
|
(15
|
)
|
|
(29
|
)
|
|
(28
|
)
|
||||
Interest and other expense, net
|
101
|
|
|
248
|
|
|
181
|
|
|
328
|
|
||||
Earnings before income taxes
|
936
|
|
|
248
|
|
|
1,909
|
|
|
1,405
|
|
||||
Provision for income taxes
|
(216
|
)
|
|
(15
|
)
|
|
(405
|
)
|
|
(352
|
)
|
||||
Net loss on equity method investment transactions
|
(25
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Equity method investment net earnings
|
113
|
|
|
87
|
|
|
226
|
|
|
319
|
|
||||
Net earnings
|
808
|
|
|
320
|
|
|
1,728
|
|
|
1,372
|
|
||||
Noncontrolling interest earnings
|
(1
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
(8
|
)
|
||||
Net earnings attributable to
Mondelēz International
|
$
|
807
|
|
|
$
|
318
|
|
|
$
|
1,721
|
|
|
$
|
1,364
|
|
Per share data:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share attributable to
Mondelēz International
|
$
|
0.56
|
|
|
$
|
0.22
|
|
|
$
|
1.19
|
|
|
$
|
0.92
|
|
Diluted earnings per share attributable to
Mondelēz International
|
$
|
0.55
|
|
|
$
|
0.21
|
|
|
$
|
1.18
|
|
|
$
|
0.91
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net earnings
|
$
|
808
|
|
|
$
|
320
|
|
|
$
|
1,728
|
|
|
$
|
1,372
|
|
Other comprehensive earnings/(losses), net of tax:
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustment
|
(33
|
)
|
|
(876
|
)
|
|
157
|
|
|
(666
|
)
|
||||
Pension and other benefit plans
|
54
|
|
|
169
|
|
|
64
|
|
|
163
|
|
||||
Derivative cash flow hedges
|
(62
|
)
|
|
26
|
|
|
(131
|
)
|
|
(20
|
)
|
||||
Total other comprehensive earnings/(losses)
|
(41
|
)
|
|
(681
|
)
|
|
90
|
|
|
(523
|
)
|
||||
Comprehensive earnings/(losses)
|
767
|
|
|
(361
|
)
|
|
1,818
|
|
|
849
|
|
||||
less: Comprehensive earnings/(losses) attributable to noncontrolling interests
|
3
|
|
|
(10
|
)
|
|
8
|
|
|
11
|
|
||||
Comprehensive earnings/(losses) attributable to Mondelēz International
|
$
|
764
|
|
|
$
|
(351
|
)
|
|
$
|
1,810
|
|
|
$
|
838
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,248
|
|
|
$
|
1,100
|
|
Trade receivables (net of allowances of $38 at June 30, 2019
and $40 at December 31, 2018)
|
2,179
|
|
|
2,262
|
|
||
Other receivables (net of allowances of $49 at June 30, 2019
and $47 at December 31, 2018)
|
712
|
|
|
744
|
|
||
Inventories, net
|
2,731
|
|
|
2,592
|
|
||
Other current assets
|
966
|
|
|
906
|
|
||
Total current assets
|
7,836
|
|
|
7,604
|
|
||
Property, plant and equipment, net
|
8,550
|
|
|
8,482
|
|
||
Operating lease right of use assets
|
637
|
|
|
—
|
|
||
Goodwill
|
20,701
|
|
|
20,725
|
|
||
Intangible assets, net
|
17,943
|
|
|
18,002
|
|
||
Prepaid pension assets
|
136
|
|
|
132
|
|
||
Deferred income taxes
|
263
|
|
|
255
|
|
||
Equity method investments
|
7,095
|
|
|
7,123
|
|
||
Other assets
|
412
|
|
|
406
|
|
||
TOTAL ASSETS
|
$
|
63,573
|
|
|
$
|
62,729
|
|
LIABILITIES
|
|
|
|
||||
Short-term borrowings
|
$
|
3,780
|
|
|
$
|
3,192
|
|
Current portion of long-term debt
|
3,675
|
|
|
2,648
|
|
||
Accounts payable
|
5,312
|
|
|
5,794
|
|
||
Accrued marketing
|
1,638
|
|
|
1,756
|
|
||
Accrued employment costs
|
611
|
|
|
701
|
|
||
Other current liabilities
|
2,782
|
|
|
2,646
|
|
||
Total current liabilities
|
17,798
|
|
|
16,737
|
|
||
Long-term debt
|
11,764
|
|
|
12,532
|
|
||
Long-term operating lease liabilities
|
447
|
|
|
—
|
|
||
Deferred income taxes
|
3,591
|
|
|
3,552
|
|
||
Accrued pension costs
|
1,057
|
|
|
1,221
|
|
||
Accrued postretirement health care costs
|
355
|
|
|
351
|
|
||
Other liabilities
|
2,387
|
|
|
2,623
|
|
||
TOTAL LIABILITIES
|
37,399
|
|
|
37,016
|
|
||
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 June 30, 2019 and December 31, 2018)
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
31,970
|
|
|
31,961
|
|
||
Retained earnings
|
25,348
|
|
|
24,491
|
|
||
Accumulated other comprehensive losses
|
(10,541
|
)
|
|
(10,630
|
)
|
||
Treasury stock, at cost (554,035,528 shares at June 30, 2019 and
545,537,923 shares at December 31, 2018)
|
(20,684
|
)
|
|
(20,185
|
)
|
||
Total Mondelēz International Shareholders’ Equity
|
26,093
|
|
|
25,637
|
|
||
Noncontrolling interest
|
81
|
|
|
76
|
|
||
TOTAL EQUITY
|
26,174
|
|
|
25,713
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
63,573
|
|
|
$
|
62,729
|
|
|
Mondelēz International Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Earnings/
(Losses)
|
|
Treasury
Stock
|
|
Non-controlling
Interest
|
|
Total
Equity
|
||||||||||||||
Three Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at April 1, 2019
|
$
|
—
|
|
|
$
|
31,933
|
|
|
$
|
24,954
|
|
|
$
|
(10,498
|
)
|
|
$
|
(20,561
|
)
|
|
$
|
81
|
|
|
$
|
25,909
|
|
Comprehensive earnings/(losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
807
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
808
|
|
|||||||
Other comprehensive earnings/(losses),
net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
2
|
|
|
(41
|
)
|
|||||||
Exercise of stock options and issuance of other stock awards
|
—
|
|
|
37
|
|
|
(35
|
)
|
|
—
|
|
|
153
|
|
|
—
|
|
|
155
|
|
|||||||
Common Stock repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(276
|
)
|
|
—
|
|
|
(276
|
)
|
|||||||
Cash dividends declared ($0.26 per share)
|
—
|
|
|
—
|
|
|
(378
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(378
|
)
|
|||||||
Dividends paid on noncontrolling interest
and other activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||||
Balances at June 30, 2019
|
$
|
—
|
|
|
$
|
31,970
|
|
|
$
|
25,348
|
|
|
$
|
(10,541
|
)
|
|
$
|
(20,684
|
)
|
|
$
|
81
|
|
|
$
|
26,174
|
|
Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at January 1, 2019
|
$
|
—
|
|
|
$
|
31,961
|
|
|
$
|
24,491
|
|
|
$
|
(10,630
|
)
|
|
$
|
(20,185
|
)
|
|
$
|
76
|
|
|
$
|
25,713
|
|
Comprehensive earnings/(losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
1,721
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
1,728
|
|
|||||||
Other comprehensive earnings/(losses),
net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
1
|
|
|
90
|
|
|||||||
Exercise of stock options and issuance of other stock awards
|
—
|
|
|
9
|
|
|
(111
|
)
|
|
—
|
|
|
442
|
|
|
—
|
|
|
340
|
|
|||||||
Common Stock repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(941
|
)
|
|
—
|
|
|
(941
|
)
|
|||||||
Cash dividends declared ($0.52 per share)
|
—
|
|
|
—
|
|
|
(753
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(753
|
)
|
|||||||
Dividends paid on noncontrolling interest
and other activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||||
Balances at June 30, 2019
|
$
|
—
|
|
|
$
|
31,970
|
|
|
$
|
25,348
|
|
|
$
|
(10,541
|
)
|
|
$
|
(20,684
|
)
|
|
$
|
81
|
|
|
$
|
26,174
|
|
Three Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at April 1, 2018
|
$
|
—
|
|
|
$
|
31,876
|
|
|
$
|
23,305
|
|
|
$
|
(9,854
|
)
|
|
$
|
(18,881
|
)
|
|
$
|
98
|
|
|
$
|
26,544
|
|
Comprehensive earnings/(losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
318
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
320
|
|
|||||||
Other comprehensive earnings/(losses),
net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(669
|
)
|
|
—
|
|
|
(12
|
)
|
|
(681
|
)
|
|||||||
Exercise of stock options and issuance of other stock awards
|
—
|
|
|
37
|
|
|
(9
|
)
|
|
—
|
|
|
42
|
|
|
—
|
|
|
70
|
|
|||||||
Common Stock repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(650
|
)
|
|
—
|
|
|
(650
|
)
|
|||||||
Cash dividends declared ($0.22 per share)
|
—
|
|
|
—
|
|
|
(324
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(324
|
)
|
|||||||
Dividends paid on noncontrolling interest
and other activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||||||
Balances at June 30, 2018
|
$
|
—
|
|
|
$
|
31,913
|
|
|
$
|
23,290
|
|
|
$
|
(10,523
|
)
|
|
$
|
(19,489
|
)
|
|
$
|
84
|
|
|
$
|
25,275
|
|
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at January 1, 2018
|
$
|
—
|
|
|
$
|
31,915
|
|
|
$
|
22,631
|
|
|
$
|
(9,997
|
)
|
|
$
|
(18,555
|
)
|
|
$
|
80
|
|
|
$
|
26,074
|
|
Comprehensive earnings/(losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
1,364
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
1,372
|
|
|||||||
Other comprehensive earnings/(losses),
net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(526
|
)
|
|
—
|
|
|
3
|
|
|
(523
|
)
|
|||||||
Exercise of stock options and issuance of other stock awards
|
—
|
|
|
(2
|
)
|
|
(60
|
)
|
|
—
|
|
|
216
|
|
|
—
|
|
|
154
|
|
|||||||
Common Stock repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,150
|
)
|
|
—
|
|
|
(1,150
|
)
|
|||||||
Cash dividends declared ($0.44 per share)
|
—
|
|
|
—
|
|
|
(651
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(651
|
)
|
|||||||
Dividends paid on noncontrolling interest
and other activities
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(1
|
)
|
|||||||
Balances at June 30, 2018
|
$
|
—
|
|
|
$
|
31,913
|
|
|
$
|
23,290
|
|
|
$
|
(10,523
|
)
|
|
$
|
(19,489
|
)
|
|
$
|
84
|
|
|
$
|
25,275
|
|
|
For the Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
|
|
|
|
||||
Net earnings
|
$
|
1,728
|
|
|
$
|
1,372
|
|
Adjustments to reconcile net earnings to operating cash flows:
|
|
|
|
||||
Depreciation and amortization
|
517
|
|
|
407
|
|
||
Stock-based compensation expense
|
71
|
|
|
67
|
|
||
U.S. tax reform transition tax
|
2
|
|
|
86
|
|
||
Deferred income tax provision/(benefit)
|
36
|
|
|
(15
|
)
|
||
Asset impairments and accelerated depreciation
|
4
|
|
|
43
|
|
||
Loss on early extinguishment of debt
|
—
|
|
|
140
|
|
||
Net gain on divestiture
|
(41
|
)
|
|
—
|
|
||
Net loss on equity method investment transactions
|
2
|
|
|
—
|
|
||
Equity method investment net earnings
|
(226
|
)
|
|
(319
|
)
|
||
Distributions from equity method investments
|
188
|
|
|
151
|
|
||
Other non-cash items, net
|
(46
|
)
|
|
366
|
|
||
Change in assets and liabilities, net of acquisitions and divestitures:
|
|
|
|
||||
Receivables, net
|
135
|
|
|
112
|
|
||
Inventories, net
|
(145
|
)
|
|
(240
|
)
|
||
Accounts payable
|
(430
|
)
|
|
(325
|
)
|
||
Other current assets
|
(20
|
)
|
|
(41
|
)
|
||
Other current liabilities
|
(638
|
)
|
|
(481
|
)
|
||
Change in pension and postretirement assets and liabilities, net
|
(91
|
)
|
|
(141
|
)
|
||
Net cash provided by operating activities
|
1,046
|
|
|
1,182
|
|
||
CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(465
|
)
|
|
(532
|
)
|
||
Acquisition, net of cash received
|
—
|
|
|
(528
|
)
|
||
Proceeds from divestiture, net of disbursements
|
163
|
|
|
—
|
|
||
Proceeds from sale of property, plant and equipment and other
|
35
|
|
|
19
|
|
||
Net cash used in investing activities
|
(267
|
)
|
|
(1,041
|
)
|
||
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
|
|
|
|
||||
Issuances of commercial paper, maturities greater than 90 days
|
809
|
|
|
1,315
|
|
||
Repayments of commercial paper, maturities greater than 90 days
|
(2,169
|
)
|
|
(1,020
|
)
|
||
Net issuances of other short-term borrowings
|
1,958
|
|
|
298
|
|
||
Long-term debt proceeds
|
597
|
|
|
2,948
|
|
||
Long-term debt repaid
|
(409
|
)
|
|
(1,442
|
)
|
||
Repurchase of Common Stock
|
(940
|
)
|
|
(1,177
|
)
|
||
Dividends paid
|
(756
|
)
|
|
(657
|
)
|
||
Other
|
271
|
|
|
124
|
|
||
Net cash (used in)/provided by financing activities
|
(639
|
)
|
|
389
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
8
|
|
|
(45
|
)
|
||
Cash and cash equivalents:
|
|
|
|
||||
Increase
|
148
|
|
|
485
|
|
||
Balance at beginning of period
|
1,100
|
|
|
761
|
|
||
Balance at end of period
|
$
|
1,248
|
|
|
$
|
1,246
|
|
|
As of June 30,
2019 |
|
As of December 31,
2018 |
||||
|
(in millions)
|
||||||
Raw materials
|
$
|
722
|
|
|
$
|
726
|
|
Finished product
|
2,129
|
|
|
1,987
|
|
||
|
2,851
|
|
|
2,713
|
|
||
Inventory reserves
|
(120
|
)
|
|
(121
|
)
|
||
Inventories, net
|
$
|
2,731
|
|
|
$
|
2,592
|
|
|
As of June 30,
2019 |
|
As of December 31,
2018 |
||||
|
(in millions)
|
||||||
Land and land improvements
|
$
|
422
|
|
|
$
|
424
|
|
Buildings and building improvements
|
3,017
|
|
|
2,984
|
|
||
Machinery and equipment
|
10,918
|
|
|
10,943
|
|
||
Construction in progress
|
854
|
|
|
894
|
|
||
|
15,211
|
|
|
15,245
|
|
||
Accumulated depreciation
|
(6,661
|
)
|
|
(6,763
|
)
|
||
Property, plant and equipment, net
|
$
|
8,550
|
|
|
$
|
8,482
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Latin America
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
1
|
|
|
$
|
14
|
|
AMEA
|
(3
|
)
|
|
4
|
|
|
(2
|
)
|
|
8
|
|
||||
Europe
|
1
|
|
|
1
|
|
|
2
|
|
|
6
|
|
||||
North America
|
1
|
|
|
2
|
|
|
4
|
|
|
8
|
|
||||
Non-cash property, plant and equipment write-downs
|
$
|
(1
|
)
|
|
$
|
13
|
|
|
$
|
5
|
|
|
$
|
36
|
|
|
For the Three Months Ended
June 30, 2019 |
|
For the Six Months Ended
June 30, 2019 |
||||
|
(in millions)
|
||||||
Operating lease cost
|
$
|
56
|
|
|
$
|
115
|
|
|
|
|
|
||||
Finance lease cost:
|
|
|
|
||||
Amortization of right-of-use assets
|
6
|
|
|
10
|
|
||
Interest on lease liabilities
|
—
|
|
|
1
|
|
||
|
|
|
|
||||
Short-term lease cost
|
11
|
|
|
20
|
|
||
Variable lease cost
|
105
|
|
|
205
|
|
||
|
|
|
|
||||
Sublease income
|
(1
|
)
|
|
(2
|
)
|
||
|
|
|
|
||||
Total lease cost
|
$
|
177
|
|
|
$
|
349
|
|
|
As of June 30, 2019
|
||
|
(in millions)
|
||
Operating Leases:
|
|
||
Operating lease right-of-use assets, net of amortization
|
$
|
637
|
|
|
|
||
Other current liabilities
|
$
|
197
|
|
Operating lease liabilities
|
447
|
|
|
Total operating lease liabilities
|
$
|
644
|
|
|
|
||
Finance Leases:
|
|
||
Finance leases, net of amortization (within property, plant & equipment)
|
$
|
58
|
|
|
|
||
Other current liabilities
|
$
|
21
|
|
Other long-term liabilities
|
40
|
|
|
Total finance lease liabilities
|
$
|
61
|
|
|
|
||
Weighted Average Remaining Lease Term
|
|
||
Operating leases
|
5.0 years
|
|
|
Finance leases
|
3.1 years
|
|
|
|
|
||
Weighted Average Discount Rate
|
|
||
Operating leases
|
3.5%
|
||
Finance leases
|
4.8%
|
|
As of June 30, 2019
|
|
As of December 31,
2018
|
||||||||
|
ASC 842
|
|
ASC 840
|
||||||||
|
Operating Leases
|
|
Finance Leases
|
|
Operating Leases
|
||||||
|
(in millions)
|
||||||||||
Year Ending December 31:
|
|
|
|
|
|
||||||
2019 (excluding the six months ended June 30, 2019)
|
$
|
113
|
|
|
$
|
13
|
|
|
|
||
2019
|
|
|
|
|
$
|
208
|
|
||||
2020
|
193
|
|
|
23
|
|
|
165
|
|
|||
2021
|
137
|
|
|
18
|
|
|
114
|
|
|||
2022
|
96
|
|
|
7
|
|
|
79
|
|
|||
2023
|
63
|
|
|
2
|
|
|
57
|
|
|||
Thereafter
|
120
|
|
|
1
|
|
|
157
|
|
|||
Total future undiscounted lease payments
|
$
|
722
|
|
|
$
|
64
|
|
|
$
|
780
|
|
Less imputed interest
|
(78
|
)
|
|
(3
|
)
|
|
|
||||
Total reported lease liability
|
$
|
644
|
|
|
$
|
61
|
|
|
|
|
As of June 30,
2019 |
|
As of December 31,
2018 |
||||
|
(in millions)
|
||||||
Latin America
|
$
|
833
|
|
|
$
|
823
|
|
AMEA
|
3,169
|
|
|
3,210
|
|
||
Europe
|
7,499
|
|
|
7,519
|
|
||
North America
|
9,200
|
|
|
9,173
|
|
||
Goodwill
|
$
|
20,701
|
|
|
$
|
20,725
|
|
|
As of June 30,
2019 |
|
As of December 31,
2018 |
||||
|
(in millions)
|
||||||
Non-amortizable intangible assets
|
$
|
17,229
|
|
|
$
|
17,201
|
|
Amortizable intangible assets
|
2,331
|
|
|
2,328
|
|
||
|
19,560
|
|
|
19,529
|
|
||
Accumulated amortization
|
(1,617
|
)
|
|
(1,527
|
)
|
||
Intangible assets, net
|
$
|
17,943
|
|
|
$
|
18,002
|
|
|
Goodwill
|
|
Intangible
Assets, at cost
|
||||
|
(in millions)
|
||||||
Balance at January 1, 2019
|
$
|
20,725
|
|
|
$
|
19,529
|
|
Currency
|
20
|
|
|
31
|
|
||
Divestitures
|
(43
|
)
|
|
—
|
|
||
Acquisition
|
(1
|
)
|
|
—
|
|
||
Balance at June 30, 2019
|
$
|
20,701
|
|
|
$
|
19,560
|
|
|
For the Three Months Ended
June 30, 2018 |
|
For the Six Months Ended
June 30, 2018 |
||||||||||||
|
As Reported
|
|
As Adjusted
|
|
As Reported
|
|
As Adjusted
|
||||||||
|
(in millions)
|
||||||||||||||
Statements of Earnings
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
$
|
(14
|
)
|
|
$
|
(15
|
)
|
|
$
|
(321
|
)
|
|
$
|
(352
|
)
|
Equity method investment net earnings
|
91
|
|
|
87
|
|
|
185
|
|
|
319
|
|
||||
Net earnings
|
325
|
|
|
320
|
|
|
1,269
|
|
|
1,372
|
|
||||
Net earnings attributable to
Mondelēz International
|
323
|
|
|
318
|
|
|
1,261
|
|
|
1,364
|
|
||||
Earnings per share attributable to
Mondelēz International:
|
|
|
|
|
|
|
|
||||||||
Basic EPS
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.85
|
|
|
$
|
0.92
|
|
Diluted EPS
|
$
|
0.22
|
|
|
$
|
0.21
|
|
|
$
|
0.84
|
|
|
$
|
0.91
|
|
|
|
|
|
|
|
|
|
||||||||
Statements of Other Comprehensive Earnings
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustment
|
$
|
(874
|
)
|
|
$
|
(876
|
)
|
|
$
|
(667
|
)
|
|
$
|
(666
|
)
|
Total other comprehensive earnings/(losses)
|
(680
|
)
|
|
(681
|
)
|
|
(525
|
)
|
|
(523
|
)
|
||||
Comprehensive earnings attributable to
Mondelēz International
|
(345
|
)
|
|
(351
|
)
|
|
733
|
|
|
838
|
|
|
Severance
and related
costs
|
|
Asset
Write-downs
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Liability balance, January 1, 2019
|
$
|
373
|
|
|
$
|
—
|
|
|
$
|
373
|
|
Charges (1)
|
35
|
|
|
5
|
|
|
40
|
|
|||
Cash spent
|
(89
|
)
|
|
—
|
|
|
(89
|
)
|
|||
Non-cash settlements/adjustments (2)
|
(30
|
)
|
|
(5
|
)
|
|
(35
|
)
|
|||
Currency
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Liability balance, June 30, 2019
|
$
|
288
|
|
|
$
|
—
|
|
|
$
|
288
|
|
(1)
|
Includes settlement losses of $5 million recorded within benefit plan non-service income on our condensed consolidated statements of earnings.
|
(2)
|
We adopted the new ASU on lease accounting as of January 1, 2019. The ASU requires recording onerous lease liabilities netted with right of use assets. Therefore, during the first quarter of 2019, we reclassified onerous lease liabilities that totaled $23 million as of March 31, 2019, from accrued liabilities and other accrued liabilities to operating lease right of use assets.
|
|
Latin
America
|
|
AMEA
|
|
Europe
|
|
North
America (1)
|
|
Corporate (2)
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
For the Three Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restructuring Costs
|
$
|
7
|
|
|
$
|
3
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
20
|
|
Implementation Costs
|
13
|
|
|
6
|
|
|
17
|
|
|
9
|
|
|
23
|
|
|
68
|
|
||||||
Total
|
$
|
20
|
|
|
$
|
9
|
|
|
$
|
28
|
|
|
$
|
9
|
|
|
$
|
22
|
|
|
$
|
88
|
|
For the Three Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restructuring Costs
|
$
|
12
|
|
|
$
|
17
|
|
|
$
|
63
|
|
|
$
|
14
|
|
|
$
|
6
|
|
|
$
|
112
|
|
Implementation Costs
|
15
|
|
|
8
|
|
|
13
|
|
|
21
|
|
|
13
|
|
|
70
|
|
||||||
Total
|
$
|
27
|
|
|
$
|
25
|
|
|
$
|
76
|
|
|
$
|
35
|
|
|
$
|
19
|
|
|
$
|
182
|
|
For the Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restructuring Costs
|
$
|
7
|
|
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
40
|
|
Implementation Costs
|
28
|
|
|
13
|
|
|
28
|
|
|
13
|
|
|
36
|
|
|
118
|
|
||||||
Total
|
$
|
35
|
|
|
$
|
22
|
|
|
$
|
39
|
|
|
$
|
19
|
|
|
$
|
43
|
|
|
$
|
158
|
|
For the Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restructuring Costs
|
$
|
36
|
|
|
$
|
23
|
|
|
$
|
70
|
|
|
$
|
26
|
|
|
$
|
9
|
|
|
$
|
164
|
|
Implementation Costs
|
30
|
|
|
20
|
|
|
29
|
|
|
38
|
|
|
15
|
|
|
132
|
|
||||||
Total
|
$
|
66
|
|
|
$
|
43
|
|
|
$
|
99
|
|
|
$
|
64
|
|
|
$
|
24
|
|
|
$
|
296
|
|
Total Project (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restructuring Costs
|
$
|
500
|
|
|
$
|
526
|
|
|
$
|
982
|
|
|
$
|
459
|
|
|
$
|
123
|
|
|
$
|
2,590
|
|
Implementation Costs
|
247
|
|
|
181
|
|
|
373
|
|
|
345
|
|
|
314
|
|
|
1,460
|
|
||||||
Total
|
$
|
747
|
|
|
$
|
707
|
|
|
$
|
1,355
|
|
|
$
|
804
|
|
|
$
|
437
|
|
|
$
|
4,050
|
|
(1)
|
During 2019 and 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)
|
The Corporate column includes minor adjustments for pension settlement losses and rounding.
|
(3)
|
Includes all charges recorded since program inception on May 6, 2014 through June 30, 2019.
|
|
As of June 30, 2019
|
|
As of December 31, 2018
|
||||||||||
|
Amount
Outstanding
|
|
Weighted-
Average Rate
|
|
Amount
Outstanding
|
|
Weighted-
Average Rate
|
||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||
Commercial paper
|
$
|
3,543
|
|
|
2.6
|
%
|
|
$
|
3,054
|
|
|
2.9
|
%
|
Bank loans
|
237
|
|
|
14.4
|
%
|
|
138
|
|
|
10.5
|
%
|
||
Total short-term borrowings
|
$
|
3,780
|
|
|
|
|
$
|
3,192
|
|
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Interest expense, debt
|
$
|
127
|
|
|
$
|
115
|
|
|
$
|
250
|
|
|
$
|
217
|
|
Loss on debt extinguishment
|
—
|
|
|
140
|
|
|
—
|
|
|
140
|
|
||||
Loss/(gain) related to interest rate swaps
|
—
|
|
|
5
|
|
|
—
|
|
|
(9
|
)
|
||||
Other (income)/expense, net
|
(26
|
)
|
|
(12
|
)
|
|
(69
|
)
|
|
(20
|
)
|
||||
Interest and other expense, net
|
$
|
101
|
|
|
$
|
248
|
|
|
$
|
181
|
|
|
$
|
328
|
|
|
As of June 30, 2019
|
|
As of December 31, 2018
|
||||||||||||
|
Asset
Derivatives
|
|
Liability
Derivatives
|
|
Asset
Derivatives
|
|
Liability
Derivatives
|
||||||||
|
(in millions)
|
||||||||||||||
Derivatives designated as
accounting hedges:
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
16
|
|
|
$
|
453
|
|
|
$
|
17
|
|
|
$
|
355
|
|
Net investment hedge derivative contracts (1)
|
434
|
|
|
10
|
|
|
337
|
|
|
28
|
|
||||
|
$
|
450
|
|
|
$
|
463
|
|
|
$
|
354
|
|
|
$
|
383
|
|
Derivatives not designated as
accounting hedges:
|
|
|
|
|
|
|
|
||||||||
Currency exchange contracts
|
$
|
40
|
|
|
$
|
54
|
|
|
$
|
72
|
|
|
$
|
37
|
|
Commodity contracts
|
223
|
|
|
170
|
|
|
191
|
|
|
210
|
|
||||
|
$
|
263
|
|
|
$
|
224
|
|
|
$
|
263
|
|
|
$
|
247
|
|
Total fair value
|
$
|
713
|
|
|
$
|
687
|
|
|
$
|
617
|
|
|
$
|
630
|
|
(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 9, 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 June 30, 2019
|
||||||||||||||
|
Total
Fair Value of Net
Asset/(Liability)
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Currency exchange contracts
|
$
|
(14
|
)
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
—
|
|
Commodity contracts
|
53
|
|
|
37
|
|
|
16
|
|
|
—
|
|
||||
Interest rate contracts
|
(437
|
)
|
|
—
|
|
|
(437
|
)
|
|
—
|
|
||||
Net investment hedge contracts
|
424
|
|
|
—
|
|
|
424
|
|
|
—
|
|
||||
Total derivatives
|
$
|
26
|
|
|
$
|
37
|
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
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
|
)
|
|
$
|
—
|
|
|
Notional Amount
|
||||||
|
As of June 30, 2019
|
|
As of December 31, 2018
|
||||
|
(in millions)
|
||||||
Currency exchange contracts:
|
|
|
|
||||
Intercompany loans and forecasted interest payments
|
$
|
3,707
|
|
|
$
|
3,239
|
|
Forecasted transactions
|
2,732
|
|
|
2,396
|
|
||
Commodity contracts
|
587
|
|
|
393
|
|
||
Interest rate contracts
|
7,661
|
|
|
8,679
|
|
||
Net investment hedges:
|
|
|
|
||||
Net investment hedge derivative contracts
|
6,931
|
|
|
6,678
|
|
||
Non-U.S. dollar debt designated as net investment hedges
|
|
|
|
||||
Euro notes
|
3,485
|
|
|
3,514
|
|
||
British pound sterling notes
|
334
|
|
|
336
|
|
||
Swiss franc notes
|
1,434
|
|
|
1,424
|
|
||
Canadian dollar notes
|
458
|
|
|
440
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Accumulated (loss)/gain at beginning of period
|
$
|
(236
|
)
|
|
$
|
(159
|
)
|
|
$
|
(167
|
)
|
|
$
|
(113
|
)
|
Transfer of realized losses/(gains)
in fair value to earnings
|
12
|
|
|
5
|
|
|
12
|
|
|
(9
|
)
|
||||
Unrealized (loss)/gain in fair value
|
(74
|
)
|
|
21
|
|
|
(143
|
)
|
|
(11
|
)
|
||||
Accumulated (loss)/gain at end of period
|
$
|
(298
|
)
|
|
$
|
(133
|
)
|
|
$
|
(298
|
)
|
|
$
|
(133
|
)
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Currency exchange contracts –
forecasted transactions
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Interest rate contracts
|
(77
|
)
|
|
21
|
|
|
(146
|
)
|
|
(11
|
)
|
||||
Total
|
$
|
(74
|
)
|
|
$
|
21
|
|
|
$
|
(143
|
)
|
|
$
|
(11
|
)
|
•
|
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 Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Euro notes
|
$
|
(36
|
)
|
|
$
|
151
|
|
|
$
|
22
|
|
|
$
|
76
|
|
British pound sterling notes
|
7
|
|
|
21
|
|
|
1
|
|
|
8
|
|
||||
Swiss franc notes
|
(21
|
)
|
|
42
|
|
|
(8
|
)
|
|
16
|
|
||||
Canadian notes
|
(7
|
)
|
|
6
|
|
|
(14
|
)
|
|
4
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
|
Location of
Gain/(Loss)
Recognized
in Earnings
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|||||||||
|
(in millions)
|
|
|
||||||||||||||
Currency exchange contracts:
|
|
|
|
|
|
|
|
|
|
||||||||
Intercompany loans and
forecasted interest payments
|
$
|
(50
|
)
|
|
$
|
7
|
|
|
$
|
11
|
|
|
$
|
14
|
|
|
Interest and other expense, net
|
Forecasted transactions
|
(25
|
)
|
|
72
|
|
|
(20
|
)
|
|
65
|
|
|
Cost of sales
|
||||
Forecasted transactions
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(5
|
)
|
|
Interest and other expense, net
|
||||
Forecasted transactions
|
(5
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
Selling, general and administrative expenses
|
||||
Commodity contracts
|
52
|
|
|
(48
|
)
|
|
66
|
|
|
101
|
|
|
Cost of sales
|
||||
Total
|
$
|
(29
|
)
|
|
$
|
30
|
|
|
$
|
51
|
|
|
$
|
171
|
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
For the Three Months Ended
June 30, |
|
For the Three Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Service cost
|
$
|
9
|
|
|
$
|
10
|
|
|
$
|
30
|
|
|
$
|
37
|
|
Interest cost
|
15
|
|
|
15
|
|
|
51
|
|
|
50
|
|
||||
Expected return on plan assets
|
(22
|
)
|
|
(22
|
)
|
|
(101
|
)
|
|
(114
|
)
|
||||
Amortization:
|
|
|
|
|
|
|
|
||||||||
Net loss from experience differences
|
5
|
|
|
9
|
|
|
37
|
|
|
42
|
|
||||
Prior service cost/(benefit)
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Settlement losses and other expenses (1)
|
4
|
|
|
8
|
|
|
3
|
|
|
—
|
|
||||
Net periodic pension cost
|
$
|
12
|
|
|
$
|
20
|
|
|
$
|
19
|
|
|
$
|
14
|
|
|
|
|
|
|
|
|
|
||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
For the Six Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Service cost
|
$
|
18
|
|
|
$
|
22
|
|
|
$
|
61
|
|
|
$
|
75
|
|
Interest cost
|
31
|
|
|
30
|
|
|
102
|
|
|
102
|
|
||||
Expected return on plan assets
|
(44
|
)
|
|
(44
|
)
|
|
(204
|
)
|
|
(231
|
)
|
||||
Amortization:
|
|
|
|
|
|
|
|
||||||||
Net loss from experience differences
|
10
|
|
|
20
|
|
|
75
|
|
|
84
|
|
||||
Prior service cost/(credit)
|
1
|
|
|
1
|
|
|
(3
|
)
|
|
(1
|
)
|
||||
Settlement losses and other expenses (1)
|
8
|
|
|
15
|
|
|
3
|
|
|
—
|
|
||||
Net periodic pension cost
|
$
|
24
|
|
|
$
|
44
|
|
|
$
|
34
|
|
|
$
|
29
|
|
(1)
|
In connection with our Simplify to Grow Program, settlement losses and other expenses were $5 million for the three and six months ended June 30, 2019 and $3 million for the three and six months ended June 30, 2018. These losses were recorded within benefit plan non-service income on our condensed consolidated statements of earnings.
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Service cost
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
3
|
|
|
3
|
|
|
7
|
|
|
7
|
|
||||
Amortization:
|
|
|
|
|
|
|
|
||||||||
Net loss from experience differences
|
1
|
|
|
3
|
|
|
3
|
|
|
7
|
|
||||
Prior service credit
|
(9
|
)
|
|
(9
|
)
|
|
(19
|
)
|
|
(19
|
)
|
||||
Net periodic postretirement health care benefit
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
|
$
|
(6
|
)
|
|
$
|
(2
|
)
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Service cost
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Amortization of net gains
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Net periodic postemployment cost
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
Shares Subject
to Option
|
|
Weighted-
Average
Exercise or
Grant Price
Per Share
|
|
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||
Balance at January 1, 2019
|
43,818,830
|
|
|
$32.36
|
|
5 years
|
|
$
|
371
|
million
|
Annual grant to eligible employees
|
4,793,570
|
|
|
47.72
|
|
|
|
|
||
Additional options issued
|
60,030
|
|
|
51.25
|
|
|
|
|
||
Total options granted
|
4,853,600
|
|
|
47.76
|
|
|
|
|
||
Options exercised (1)
|
(10,842,077
|
)
|
|
27.03
|
|
|
|
$
|
235
|
million
|
Options canceled
|
(697,437
|
)
|
|
40.51
|
|
|
|
|
||
Balance at June 30, 2019
|
37,132,916
|
|
|
35.78
|
|
6 years
|
|
$
|
673
|
million
|
(1)
|
Cash received from options exercised was $118 million in the three months and $293 million in the six months ended June 30, 2019. The actual tax benefit realized and recorded in the provision for income taxes for the tax deductions from the option exercises totaled $13 million in the three months and $29 million in the six months ended June 30, 2019.
|
|
Number
of Shares
|
|
Grant Date
|
|
Weighted-Average
Fair Value
Per Share (3)
|
|
Weighted-Average
Aggregate
Fair Value (3)
|
|||
Balance at January 1, 2019
|
6,559,010
|
|
|
|
|
$42.19
|
|
|
||
Annual grant to eligible employees:
|
|
|
Feb 22, 2019
|
|
|
|
|
|||
Performance share units
|
891,210
|
|
|
|
|
57.91
|
|
|
||
Deferred stock units
|
666,880
|
|
|
|
|
47.72
|
|
|
||
Additional shares granted (1)
|
115,353
|
|
|
Various
|
|
55.04
|
|
|
||
Total shares granted
|
1,673,443
|
|
|
|
|
53.65
|
|
$
|
90
|
million
|
Vested (2)
|
(1,614,690
|
)
|
|
|
|
36.61
|
|
$
|
59
|
million
|
Forfeited (2)
|
(356,333
|
)
|
|
|
|
44.36
|
|
|
||
Balance at June 30, 2019
|
6,261,430
|
|
|
|
|
46.56
|
|
|
(1)
|
Includes performance share units and deferred stock units.
|
(2)
|
Includes performance share units, deferred stock units and historically granted restricted stock. The actual tax benefit/(expense) realized and recorded in the provision for income taxes for the tax deductions from the shares vested totaled less than $1 million in the three months and $2 million in the six months ended June 30, 2019.
|
(3)
|
The grant date fair value of performance share units is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of the Company’s stock on the grant date for performance-based components. The Monte Carlo simulation model incorporates the probability of achieving the total shareholder return market condition. Compensation expense is recognized using the grant date fair values regardless of whether the market condition is achieved, so long as the requisite service has been provided.
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Currency Translation Adjustments:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
(8,412
|
)
|
|
$
|
(7,545
|
)
|
|
$
|
(8,603
|
)
|
|
$
|
(7,740
|
)
|
Currency translation adjustments
|
(32
|
)
|
|
(720
|
)
|
|
136
|
|
|
(557
|
)
|
||||
Tax (expense)/benefit
|
(1
|
)
|
|
(156
|
)
|
|
21
|
|
|
(109
|
)
|
||||
Other comprehensive earnings/(losses)
|
(33
|
)
|
|
(876
|
)
|
|
157
|
|
|
(666
|
)
|
||||
Less: (earnings)/loss attributable to
noncontrolling interests
|
(2
|
)
|
|
12
|
|
|
(1
|
)
|
|
(3
|
)
|
||||
Balance at end of period
|
(8,447
|
)
|
|
(8,409
|
)
|
|
(8,447
|
)
|
|
(8,409
|
)
|
||||
Pension and Other Benefit Plans:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
(1,850
|
)
|
|
$
|
(2,150
|
)
|
|
$
|
(1,860
|
)
|
|
$
|
(2,144
|
)
|
Net actuarial gain/(loss) arising during period
|
1
|
|
|
38
|
|
|
(23
|
)
|
|
45
|
|
||||
Tax (expense)/benefit on net actuarial gain/(loss)
|
1
|
|
|
(9
|
)
|
|
7
|
|
|
(9
|
)
|
||||
Losses/(gains) reclassified into net earnings:
|
|
|
|
|
|
|
|
||||||||
Amortization of experience losses
and prior service costs (1)
|
34
|
|
|
44
|
|
|
66
|
|
|
91
|
|
||||
Settlement losses and other expenses (1)
|
24
|
|
|
8
|
|
|
28
|
|
|
15
|
|
||||
Tax expense/(benefit) on reclassifications (2)
|
(11
|
)
|
|
(12
|
)
|
|
(18
|
)
|
|
(25
|
)
|
||||
Currency impact
|
5
|
|
|
100
|
|
|
4
|
|
|
46
|
|
||||
Other comprehensive earnings/(losses)
|
54
|
|
|
169
|
|
|
64
|
|
|
163
|
|
||||
Balance at end of period
|
(1,796
|
)
|
|
(1,981
|
)
|
|
(1,796
|
)
|
|
(1,981
|
)
|
||||
Derivative Cash Flow Hedges:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
(236
|
)
|
|
$
|
(159
|
)
|
|
$
|
(167
|
)
|
|
$
|
(113
|
)
|
Net derivative gains/(losses)
|
(86
|
)
|
|
17
|
|
|
(163
|
)
|
|
(12
|
)
|
||||
Tax (expense)/benefit on net derivative gain/(loss)
|
11
|
|
|
(4
|
)
|
|
19
|
|
|
(4
|
)
|
||||
Losses/(gains) reclassified into net earnings:
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts (3)
|
12
|
|
|
7
|
|
|
12
|
|
|
(11
|
)
|
||||
Tax expense/(benefit) on reclassifications (2)
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
||||
Currency impact
|
1
|
|
|
8
|
|
|
1
|
|
|
5
|
|
||||
Other comprehensive earnings/(losses)
|
(62
|
)
|
|
26
|
|
|
(131
|
)
|
|
(20
|
)
|
||||
Balance at end of period
|
(298
|
)
|
|
(133
|
)
|
|
(298
|
)
|
|
(133
|
)
|
||||
Accumulated other comprehensive income
attributable to Mondelēz International:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
(10,498
|
)
|
|
$
|
(9,854
|
)
|
|
$
|
(10,630
|
)
|
|
$
|
(9,997
|
)
|
Total other comprehensive earnings/(losses)
|
(41
|
)
|
|
(681
|
)
|
|
90
|
|
|
(523
|
)
|
||||
Less: (earnings)/loss attributable to
noncontrolling interests
|
(2
|
)
|
|
12
|
|
|
(1
|
)
|
|
(3
|
)
|
||||
Other comprehensive earnings/(losses) attributable to
Mondelēz International
|
(43
|
)
|
|
(669
|
)
|
|
89
|
|
|
(526
|
)
|
||||
Balance at end of period
|
$
|
(10,541
|
)
|
|
$
|
(10,523
|
)
|
|
$
|
(10,541
|
)
|
|
$
|
(10,523
|
)
|
(1)
|
These reclassified losses are included in the components of net periodic benefit costs disclosed in Note 11, Benefit Plans, and net loss on equity method investment transactions.
|
(2)
|
Taxes reclassified to earnings are recorded within the provision for income taxes.
|
(3)
|
These reclassified gains or losses are recorded within interest and other expense, net and net loss on equity method investment transactions.
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net earnings
|
$
|
808
|
|
|
$
|
320
|
|
|
$
|
1,728
|
|
|
$
|
1,372
|
|
Noncontrolling interest earnings
|
(1
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
(8
|
)
|
||||
Net earnings attributable to Mondelēz International
|
$
|
807
|
|
|
$
|
318
|
|
|
$
|
1,721
|
|
|
$
|
1,364
|
|
Weighted-average shares for basic EPS
|
1,445
|
|
|
1,475
|
|
|
1,447
|
|
|
1,482
|
|
||||
Plus incremental shares from assumed conversions
of stock options and long-term incentive plan shares
|
13
|
|
|
13
|
|
|
13
|
|
|
14
|
|
||||
Weighted-average shares for diluted EPS
|
1,458
|
|
|
1,488
|
|
|
1,460
|
|
|
1,496
|
|
||||
Basic earnings per share attributable to
Mondelēz International
|
$
|
0.56
|
|
|
$
|
0.22
|
|
|
$
|
1.19
|
|
|
$
|
0.92
|
|
Diluted earnings per share attributable to
Mondelēz International
|
$
|
0.55
|
|
|
$
|
0.21
|
|
|
$
|
1.18
|
|
|
$
|
0.91
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
Latin America
|
$
|
737
|
|
|
$
|
774
|
|
|
$
|
1,537
|
|
|
$
|
1,665
|
|
AMEA
|
1,352
|
|
|
1,360
|
|
|
2,893
|
|
|
2,902
|
|
||||
Europe
|
2,247
|
|
|
2,303
|
|
|
4,798
|
|
|
5,009
|
|
||||
North America
|
1,726
|
|
|
1,675
|
|
|
3,372
|
|
|
3,301
|
|
||||
Net revenues
|
$
|
6,062
|
|
|
$
|
6,112
|
|
|
$
|
12,600
|
|
|
$
|
12,877
|
|
Earnings before income taxes: |
|
|
|
|
|
|
|
||||||||
Operating income:
|
|
|
|
|
|
|
|
||||||||
Latin America
|
$
|
68
|
|
|
$
|
92
|
|
|
$
|
166
|
|
|
$
|
218
|
|
AMEA
|
191
|
|
|
177
|
|
|
447
|
|
|
405
|
|
||||
Europe
|
408
|
|
|
367
|
|
|
908
|
|
|
864
|
|
||||
North America
|
407
|
|
|
(95
|
)
|
|
726
|
|
|
180
|
|
||||
Unrealized gains on hedging activities
(mark-to-market impacts) |
33
|
|
|
88
|
|
|
49
|
|
|
294
|
|
||||
General corporate expenses
|
(79
|
)
|
|
(91
|
)
|
|
(188
|
)
|
|
(155
|
)
|
||||
Amortization of intangibles
|
(43
|
)
|
|
(44
|
)
|
|
(87
|
)
|
|
(88
|
)
|
||||
Net gain on divestitures
|
41
|
|
|
—
|
|
|
41
|
|
|
—
|
|
||||
Acquisition-related costs
|
(1
|
)
|
|
(13
|
)
|
|
(1
|
)
|
|
(13
|
)
|
||||
Operating income
|
1,025
|
|
|
481
|
|
|
2,061
|
|
|
1,705
|
|
||||
Benefit plan non-service income
|
12
|
|
|
15
|
|
|
29
|
|
|
28
|
|
||||
Interest and other expense, net
|
(101
|
)
|
|
(248
|
)
|
|
(181
|
)
|
|
(328
|
)
|
||||
Earnings before income taxes
|
$
|
936
|
|
|
$
|
248
|
|
|
$
|
1,909
|
|
|
$
|
1,405
|
|
|
For the Three Months Ended June 30, 2019
|
||||||||||||||||||
|
Latin
America
|
|
AMEA
|
|
Europe
|
|
North
America
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Biscuits
|
$
|
186
|
|
|
$
|
405
|
|
|
$
|
767
|
|
|
$
|
1,451
|
|
|
$
|
2,809
|
|
Chocolate
|
157
|
|
|
438
|
|
|
1,006
|
|
|
42
|
|
|
1,643
|
|
|||||
Gum & Candy
|
209
|
|
|
224
|
|
|
181
|
|
|
233
|
|
|
847
|
|
|||||
Beverages
|
108
|
|
|
169
|
|
|
20
|
|
|
—
|
|
|
297
|
|
|||||
Cheese & Grocery
|
77
|
|
|
116
|
|
|
273
|
|
|
—
|
|
|
466
|
|
|||||
Total net revenues
|
$
|
737
|
|
|
$
|
1,352
|
|
|
$
|
2,247
|
|
|
$
|
1,726
|
|
|
$
|
6,062
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the Three Months Ended June 30, 2018
|
||||||||||||||||||
|
Latin
America
|
|
AMEA
|
|
Europe
|
|
North
America
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Biscuits
|
$
|
192
|
|
|
$
|
387
|
|
|
$
|
810
|
|
|
$
|
1,403
|
|
|
$
|
2,792
|
|
Chocolate
|
161
|
|
|
440
|
|
|
1,003
|
|
|
46
|
|
|
1,650
|
|
|||||
Gum & Candy
|
224
|
|
|
236
|
|
|
200
|
|
|
226
|
|
|
886
|
|
|||||
Beverages
|
116
|
|
|
173
|
|
|
19
|
|
|
—
|
|
|
308
|
|
|||||
Cheese & Grocery
|
81
|
|
|
124
|
|
|
271
|
|
|
—
|
|
|
476
|
|
|||||
Total net revenues
|
$
|
774
|
|
|
$
|
1,360
|
|
|
$
|
2,303
|
|
|
$
|
1,675
|
|
|
$
|
6,112
|
|
|
For the Six Months Ended June 30, 2019
|
||||||||||||||||||
|
Latin
America
|
|
AMEA
|
|
Europe
|
|
North
America
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Biscuits
|
$
|
356
|
|
|
$
|
866
|
|
|
$
|
1,501
|
|
|
$
|
2,823
|
|
|
$
|
5,546
|
|
Chocolate
|
387
|
|
|
995
|
|
|
2,366
|
|
|
101
|
|
|
3,849
|
|
|||||
Gum & Candy
|
409
|
|
|
449
|
|
|
354
|
|
|
448
|
|
|
1,660
|
|
|||||
Beverages
|
231
|
|
|
341
|
|
|
46
|
|
|
—
|
|
|
618
|
|
|||||
Cheese & Grocery
|
154
|
|
|
242
|
|
|
531
|
|
|
—
|
|
|
927
|
|
|||||
Total net revenues
|
$
|
1,537
|
|
|
$
|
2,893
|
|
|
$
|
4,798
|
|
|
$
|
3,372
|
|
|
$
|
12,600
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the Six Months Ended June 30, 2018
|
||||||||||||||||||
|
Latin
America
|
|
AMEA
|
|
Europe
|
|
North
America
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Biscuits
|
$
|
375
|
|
|
$
|
829
|
|
|
$
|
1,605
|
|
|
$
|
2,736
|
|
|
$
|
5,545
|
|
Chocolate
|
404
|
|
|
1,013
|
|
|
2,426
|
|
|
103
|
|
|
3,946
|
|
|||||
Gum & Candy
|
448
|
|
|
471
|
|
|
386
|
|
|
462
|
|
|
1,767
|
|
|||||
Beverages
|
277
|
|
|
345
|
|
|
47
|
|
|
—
|
|
|
669
|
|
|||||
Cheese & Grocery
|
161
|
|
|
244
|
|
|
545
|
|
|
—
|
|
|
950
|
|
|||||
Total net revenues
|
$
|
1,665
|
|
|
$
|
2,902
|
|
|
$
|
5,009
|
|
|
$
|
3,301
|
|
|
$
|
12,877
|
|
•
|
Net revenues decreased 0.8% to $6.1 billion in the second quarter of 2019 and decreased 2.2% to $12.6 billion in the first six months of 2019 as compared to the same periods in the prior year. During the second quarter and the first six months of 2019, net revenues were negatively impacted by unfavorable currency translation, as the U.S. dollars strengthened against several currencies in which we operate compared to exchange rates in the prior year, and the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa. These unfavorable items were partially offset by the impact of higher net pricing and favorable volume/mix as well as our June 7, 2018 acquisition of a U.S. premium biscuit company, Tate’s Bake Shop.
|
•
|
Organic Net Revenue, a non-GAAP financial measure, increased 4.6% to $6.4 billion in the second quarter of 2019 and increased 4.1% to $13.3 billion in the first six months of 2019 as compared to same periods in the prior year. During the second quarter and the first six months of 2019, Organic Net Revenue grew due to higher net pricing and favorable volume/mix. Refer to our Discussion and Analysis of Historical Results, including the Results of Operations by Reportable Segment for additional information. Organic Net Revenue is on a constant currency basis and excludes revenue from acquisitions and divestitures. We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying operating results (see the definition of Organic Net Revenue and our reconciliation with net revenues within Non-GAAP Financial Measures appearing later in this section).
|
•
|
Diluted EPS attributable to Mondelēz International increased 161.9% to $0.55 in the second quarter of 2019 and increased 29.7% to $1.18 in the first six months of 2019 as compared to the same periods in the prior year. The diluted EPS increase in the second quarter of 2019 was primarily driven by lapping the prior-year impact from pension participation changes, lapping the prior-year loss on debt extinguishment, lower Simplify to Grow program costs, a gain on a divestiture in the second quarter of 2019, an increase in equity method investment earnings, a benefit from current-year pension participation changes and operating gains, partially offset by unfavorable year-over-year change in mark-to-market impacts from currency and commodity derivatives and unfavorable currency translation. The diluted EPS increase during the first six months of 2019 was primarily driven by lapping the prior-year impact from pension participation changes, lower Simplify to Grow program costs, lapping the prior-year loss on debt extinguishment, lapping the prior-year U.S. tax reform discrete net tax expense, operating gains, an increase in equity method investment earnings, fewer shares outstanding and a benefit from current-year pension participation changes, partially offset by unfavorable year-over-year change in mark-to-market impacts from currency and commodity derivatives and unfavorable currency translation.
|
•
|
Adjusted EPS, a non-GAAP financial measure, increased 3.6% to $0.57 in the second quarter of 2019 and increased 4.3% to $1.22 in the first six months of 2019 as compared to the same periods in the prior year. On a constant currency basis, Adjusted EPS increased 9.1% to $0.60 in the second quarter of 2019 and increased 12.0% to $1.31 in the first six months of 2019 as compared to the same periods in the prior year. For the second quarter of 2019, an increase in equity method investment earnings, operating gains and lower shares outstanding were significant drivers of growth. For the first six months of 2019, operating gains, an increase in equity method investment earnings, fewer shares outstanding, lower taxes and lower interest drove the 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
|
•
|
Market conditions. Snack categories continued to grow in the second quarter of 2019. Volatility in the global currency and commodity markets also continued.
|
•
|
Brexit. We continue to monitor the U.K. planned exit from the European Union ("Brexit"), the deadline for which has been extended through October 31, 2019. We continue to take protective measures in response to the potential impacts on our results of operations and financial condition. Our exposure to disruptions to our supply chain, the imposition of tariffs and currency devaluation in the United Kingdom could result in a material impact to our consolidated revenue, earnings and cash flow. In the six months ended June 30, 2019, we generated 8.4% of our consolidated net revenues in the United Kingdom, and our supply chain in this market relies on imports of raw and packaging materials as well as finished goods. Following the Brexit vote in June 2016, there was significant volatility in the global stock markets and currency exchange rates. The value of the British pound sterling relative to the U.S. dollar declined significantly and negatively affected our translated results reported in U.S. dollars. The volatility in foreign currencies and other markets is expected to continue as the United Kingdom executes its exit from the European Union. If the U.K.'s membership in the European Union terminates without an agreement, there could be increased costs from re-imposition of tariffs on trade between the United Kingdom and European Union, shipping delays because of the need for customs inspections and procedures and shortages of certain goods. The United Kingdom will also need to negotiate its own tax and trade treaties with countries all over the world, which could take years to complete. If the ultimate terms of the U.K.’s separation from the European Union negatively impact the U.K. economy or result in disruptions to sales or our supply chain, the impact to our results of operations and financial condition could be material. We have taken measures to increase our resources in customer service & logistics together with increasing our inventory levels of imported raw materials, packaging and finished goods in the United Kingdom to help us manage through the Brexit transition and the inherent risks. Resulting impacts and market volatility can vary significantly depending on the final terms of the U.K.’s exit agreement from the European Union.
|
•
|
Collective bargaining agreements. In the fourth quarter of 2018, we executed a complete withdrawal from the Fund and recorded an estimate of the withdrawal liability. On July 11, 2019, we received a withdrawal liability assessment from the Fund totaling $526 million and requiring pro-rata monthly payments over 20 years. To meet this obligation, we will begin payments during the second half of 2019. As of June 30, 2019, our discounted withdrawal liability was $396 million, with $22 million payable in the next twelve months.
|
•
|
U.S. tax reform. While the 2017 U.S. tax reform reduced the U.S. corporate tax rate and included some beneficial provisions, other provisions have, and in the future will have, an adverse effect on our results. We continue to evaluate the impacts as additional guidance on implementing the legislation becomes available.
|
•
|
Argentina. As further discussed in Note 1, Basis of Presentation – Currency Translation and Highly Inflationary Accounting, on July 1, 2018, we began to apply highly inflationary accounting for our Argentinian subsidiaries. We recorded a remeasurement loss of $1 million during the six months ended June 30, 2019 related to the revaluation of our Argentinian peso denominated net monetary position. The mix of monetary assets and liabilities and the exchange rate to convert Argentinian pesos to U.S. dollars could change over time, so it is difficult to predict the overall impact of the Argentina highly inflationary accounting on future net earnings.
|
|
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
See Note
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
(in millions, except percentages)
|
||||||||||||||
Net loss on equity method investment
transactions
|
Note 7
|
|
$
|
(25
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
Simplify to Grow Program
|
Note 8
|
|
|
|
|
|
|
|
|
||||||||
Restructuring charges
|
|
|
(20
|
)
|
|
(112
|
)
|
|
(40
|
)
|
|
(164
|
)
|
||||
Implementation charges
|
|
|
(68
|
)
|
|
(70
|
)
|
|
(118
|
)
|
|
(132
|
)
|
||||
(Loss)/gain related to interest rate swaps
|
Note 9 & 10
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
9
|
|
||||
Loss on debt extinguishment
|
Note 9
|
|
—
|
|
|
(140
|
)
|
|
—
|
|
|
(140
|
)
|
||||
Remeasurement of net monetary position
|
Note 1
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
CEO transition remuneration (1)
|
|
|
(3
|
)
|
|
(10
|
)
|
|
(6
|
)
|
|
(14
|
)
|
||||
Acquisition and divestiture-related costs
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition-related costs
|
|
|
(1
|
)
|
|
(13
|
)
|
|
(1
|
)
|
|
(13
|
)
|
||||
Acquisition integration costs
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
||||
Net gain on divestiture
|
|
|
41
|
|
|
—
|
|
|
41
|
|
|
—
|
|
||||
Divestiture-related costs
|
|
|
(11
|
)
|
|
—
|
|
|
(10
|
)
|
|
3
|
|
||||
Mark-to-market gains from derivatives
|
Note 10
|
|
33
|
|
|
88
|
|
|
49
|
|
|
294
|
|
||||
Impact from resolution of tax matters
|
Note 13
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
||||
Impact from pension participation
changes
|
Note 11
|
|
35
|
|
|
(408
|
)
|
|
35
|
|
|
(408
|
)
|
||||
Equity method investee acquisition-
related and other adjustments (2)
|
|
|
15
|
|
|
7
|
|
|
32
|
|
|
(106
|
)
|
||||
U.S. tax reform discrete net tax impacts
|
Note 15
|
|
(1
|
)
|
|
2
|
|
|
(2
|
)
|
|
(87
|
)
|
||||
Effective tax rate
|
Note 15
|
|
23.1
|
%
|
|
6.0
|
%
|
|
21.2
|
%
|
|
25.1
|
%
|
(1)
|
Please see the Non-GAAP Financial Measures section at the end of this item for additional information.
|
(2)
|
Amount for the six months ended June 30, 2018 primarily relates to a deferred tax benefit Keurig recorded as a result of U.S. tax reform.
|
|
For the Three Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ change
|
|
% change
|
|||||||
|
(in millions, except per share data)
|
|
|
|||||||||||
Net revenues
|
$
|
6,062
|
|
|
$
|
6,112
|
|
|
$
|
(50
|
)
|
|
(0.8
|
)%
|
Operating income
|
1,025
|
|
|
481
|
|
|
544
|
|
|
113.1
|
%
|
|||
Net earnings attributable to
Mondelēz International
|
807
|
|
|
318
|
|
|
489
|
|
|
153.8
|
%
|
|||
Diluted earnings per share attributable to
Mondelēz International
|
0.55
|
|
|
0.21
|
|
|
0.34
|
|
|
161.9
|
%
|
|
2019
|
|
Change in net revenues (by percentage point)
|
|
|
Total change in net revenues
|
(0.8
|
)%
|
Add back the following items affecting comparability:
|
|
|
Unfavorable currency
|
5.5
|
pp
|
Impact of divestiture
|
0.1
|
pp
|
Impact of acquisition
|
(0.2
|
)pp
|
Total change in Organic Net Revenue (1)
|
4.6
|
%
|
Higher net pricing
|
3.0
|
pp
|
Favorable volume/mix
|
1.6
|
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 Three Months Ended June 30, 2018
|
$
|
481
|
|
|
|
|
Simplify to Grow Program (2)
|
179
|
|
|
|
||
Mark-to-market gains from derivatives (3)
|
(88
|
)
|
|
|
||
Acquisition integration costs (4)
|
2
|
|
|
|
||
Acquisition-related costs (5)
|
13
|
|
|
|
||
Operating income from divestiture (5)
|
(2
|
)
|
|
|
||
Impact from pension participation changes (6)
|
408
|
|
|
|
||
Impact from resolution of tax matters (7)
|
11
|
|
|
|
||
CEO transition remuneration (1)
|
10
|
|
|
|
||
Other/rounding
|
2
|
|
|
|
||
Adjusted Operating Income (1) for the
Three Months Ended June 30, 2018
|
$
|
1,016
|
|
|
|
|
Higher net pricing
|
180
|
|
|
|
||
Higher input costs
|
(116
|
)
|
|
|
||
Favorable volume/mix
|
35
|
|
|
|
||
Higher selling, general and administrative expenses
|
(57
|
)
|
|
|
||
Impact from acquisition (5)
|
1
|
|
|
|
||
VAT-related expense
|
(2
|
)
|
|
|
||
Total change in Adjusted Operating Income (constant currency) (1)
|
41
|
|
|
4.0
|
%
|
|
Unfavorable currency translation
|
(49
|
)
|
|
|
||
Total change in Adjusted Operating Income (1)
|
(8
|
)
|
|
(0.8
|
)%
|
|
Adjusted Operating Income (1) for the
Three Months Ended June 30, 2019
|
$
|
1,008
|
|
|
|
|
Simplify to Grow Program (2)
|
(83
|
)
|
|
|
||
Mark-to-market gains from derivatives (3)
|
33
|
|
|
|
||
Acquisition-related costs
|
(1
|
)
|
|
|
||
Divestiture-related costs (5)
|
(11
|
)
|
|
|
||
Operating income from divestiture (5)
|
5
|
|
|
|
||
Net gain on divestiture (5)
|
41
|
|
|
|
||
Remeasurement of net monetary position (8)
|
1
|
|
|
|
||
Impact from pension participation changes (6)
|
35
|
|
|
|
||
CEO transition remuneration (1)
|
(3
|
)
|
|
|
||
Operating Income for the Three Months Ended June 30, 2019
|
$
|
1,025
|
|
|
113.1
|
%
|
(1)
|
Refer to the Non-GAAP Financial Measures section at the end of this item.
|
(2)
|
Refer to Note 8, Restructuring Program, for more information.
|
(3)
|
Refer to Note 10, 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 our Annual Report on Form 10-K for the year ended December 31, 2018 for more information on the acquisition of a biscuit business in Vietnam.
|
(5)
|
Refer to Note 2, Divestitures and Acquisitions, for more information on the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa and the June 7, 2018 acquisition of Tate's Bake Shop.
|
(6)
|
Refer to Note 11, Benefit Plans, for more information.
|
(7)
|
Refer to Note 13, Commitments and Contingencies – Tax Matters, for more information.
|
(8)
|
Refer to Note 1, Basis of Presentation – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.
|
|
Diluted EPS
|
||
|
|
||
Diluted EPS Attributable to Mondelēz International for the
Three Months Ended June 30, 2018
|
$
|
0.21
|
|
Simplify to Grow Program (2)
|
0.09
|
|
|
Mark-to-market gains from derivatives (2)
|
(0.05
|
)
|
|
Acquisition integration costs (2)
|
—
|
|
|
Acquisition-related costs (2)
|
0.01
|
|
|
Net earnings from divestiture (2)
|
—
|
|
|
Impact from pension participation changes (2)
|
0.20
|
|
|
Impact from resolution of tax matters (2)
|
—
|
|
|
CEO transition remuneration (2)
|
0.01
|
|
|
Loss on debt extinguishment (3)
|
0.07
|
|
|
Equity method investee acquisition-related and other adjustments (4)
|
0.01
|
|
|
Adjusted EPS (1) for the Three Months Ended June 30, 2018
|
$
|
0.55
|
|
Increase in operations
|
0.02
|
|
|
Increase in equity method investment net earnings
|
0.03
|
|
|
Changes in income taxes (5)
|
(0.01
|
)
|
|
Changes in shares outstanding (6)
|
0.01
|
|
|
Adjusted EPS (constant currency) (1) for the Three Months Ended June 30, 2019
|
$
|
0.60
|
|
Unfavorable currency translation
|
(0.03
|
)
|
|
Adjusted EPS (1) for the Three Months Ended June 30, 2019
|
$
|
0.57
|
|
Simplify to Grow Program (2)
|
(0.05
|
)
|
|
Mark-to-market gains from derivatives (2)
|
0.02
|
|
|
Acquisition-related costs (2)
|
—
|
|
|
Divestiture-related costs (2)
|
(0.01
|
)
|
|
Net earnings from divestiture (2)
|
—
|
|
|
Net gain on divestiture (2)
|
0.03
|
|
|
Remeasurement of net monetary position (2)
|
—
|
|
|
Impact from pension participation changes (2)
|
0.02
|
|
|
CEO transition remuneration (2)
|
—
|
|
|
Net loss on equity method investment transactions (7)
|
(0.02
|
)
|
|
Equity method investee acquisition-related and other adjustments (4)
|
(0.01
|
)
|
|
Diluted EPS Attributable to Mondelēz International for the
Three Months Ended June 30, 2019
|
$
|
0.55
|
|
(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, Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.
|
(4)
|
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.
|
(5)
|
Refer to Note 15, Income Taxes, for more information on the items affecting income taxes.
|
(6)
|
Refer to Note 12, 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.
|
(7)
|
Refer to Note 7, Equity Method Investments, for more information on the net loss on equity method investment transactions.
|
|
For the Six Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ change
|
|
% change
|
|||||||
|
(in millions, except per share data)
|
|
|
|||||||||||
Net revenues
|
$
|
12,600
|
|
|
$
|
12,877
|
|
|
$
|
(277
|
)
|
|
(2.2
|
)%
|
Operating income
|
2,061
|
|
|
1,705
|
|
|
356
|
|
|
20.9
|
%
|
|||
Net earnings attributable to
Mondelēz International
|
1,721
|
|
|
1,364
|
|
|
357
|
|
|
26.2
|
%
|
|||
Diluted earnings per share attributable to
Mondelēz International
|
1.18
|
|
|
0.91
|
|
|
0.27
|
|
|
29.7
|
%
|
|
2019
|
|
Change in net revenues (by percentage point)
|
|
|
Total change in net revenues
|
(2.2
|
)%
|
Add back the following items affecting comparability:
|
|
|
Unfavorable currency
|
6.5
|
pp
|
Impact of divestiture
|
0.1
|
pp
|
Impact of acquisition
|
(0.3
|
)pp
|
Total change in Organic Net Revenue (1)
|
4.1
|
%
|
Higher net pricing
|
2.5
|
pp
|
Favorable volume/mix
|
1.6
|
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 Six Months Ended June 30, 2018
|
$
|
1,705
|
|
|
|
|
Simplify to Grow Program (2)
|
293
|
|
|
|
||
Mark-to-market gains from derivatives (3)
|
(294
|
)
|
|
|
||
Acquisition integration costs (4)
|
3
|
|
|
|
||
Acquisition-related costs (5)
|
13
|
|
|
|
||
Divestiture-related costs (5)
|
(3
|
)
|
|
|
||
Operating income from divestiture (5)
|
(8
|
)
|
|
|
||
Impact from pension participation changes (6)
|
408
|
|
|
|
||
Impact from resolution of tax matters (7)
|
11
|
|
|
|
||
CEO transition remuneration (1)
|
14
|
|
|
|
||
Other/rounding
|
1
|
|
|
|
||
Adjusted Operating Income (1) for the
Six Months Ended June 30, 2018
|
$
|
2,143
|
|
|
|
|
Higher net pricing
|
316
|
|
|
|
||
Higher input costs
|
(172
|
)
|
|
|
||
Favorable volume/mix
|
71
|
|
|
|
||
Higher selling, general and administrative expenses
|
(95
|
)
|
|
|
||
Impact from acquisition (5)
|
4
|
|
|
|
||
VAT-related settlements
|
(32
|
)
|
|
|
||
Other
|
(1
|
)
|
|
|
||
Total change in Adjusted Operating Income (constant currency) (1)
|
91
|
|
|
4.2
|
%
|
|
Unfavorable currency translation
|
(136
|
)
|
|
|
||
Total change in Adjusted Operating Income (1)
|
(45
|
)
|
|
(2.1
|
)%
|
|
Adjusted Operating Income (1) for the
Six Months Ended June 30, 2019
|
$
|
2,098
|
|
|
|
|
Simplify to Grow Program (2)
|
(153
|
)
|
|
|
||
Mark-to-market gains from derivatives (3)
|
49
|
|
|
|
||
Acquisition-related costs
|
(1
|
)
|
|
|
||
Divestiture-related costs (5)
|
(10
|
)
|
|
|
||
Operating income from divestiture (5)
|
9
|
|
|
|
||
Net gain on divestiture (5)
|
41
|
|
|
|
||
Remeasurement of net monetary position (8)
|
(1
|
)
|
|
|
||
Impact from pension participation changes (6)
|
35
|
|
|
|
||
CEO transition remuneration
|
(6
|
)
|
|
|
||
Operating Income for the Six Months Ended June 30, 2019
|
$
|
2,061
|
|
|
20.9
|
%
|
(1)
|
Refer to the Non-GAAP Financial Measures section at the end of this item.
|
(2)
|
Refer to Note 8, Restructuring Program, for more information.
|
(3)
|
Refer to Note 10, 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 our Annual Report on Form 10-K for the year ended December 31, 2018 for more information on the acquisition of a biscuit business in Vietnam.
|
(5)
|
Refer to Note 2, Divestitures and Acquisitions, for more information on the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa and the June 7, 2018 acquisition of Tate's Bake Shop.
|
(6)
|
Refer to Note 11, Benefit Plans, for more information.
|
(7)
|
Refer to Note 13, Commitments and Contingencies – Tax Matters, for more information.
|
(8)
|
Refer to Note 1, Basis of Presentation – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.
|
|
Diluted EPS
|
||
|
|
||
Diluted EPS Attributable to Mondelēz International for the
Six Months Ended June 30, 2018
|
$
|
0.91
|
|
Simplify to Grow Program (2)
|
0.15
|
|
|
Mark-to-market gains from derivatives (2)
|
(0.17
|
)
|
|
Acquisition integration costs (2)
|
—
|
|
|
Acquisition-related costs (2)
|
0.01
|
|
|
Divestiture-related costs (2)
|
—
|
|
|
Net earnings from divestiture (2)
|
(0.01
|
)
|
|
Impact from pension participation changes (2)
|
0.20
|
|
|
Impact from resolution of tax matters (2)
|
—
|
|
|
CEO transition remuneration (2)
|
0.01
|
|
|
Gain related to interest rate swaps (3)
|
(0.01
|
)
|
|
Loss on debt extinguishment (4)
|
0.07
|
|
|
U.S. tax reform discrete net tax expense (5)
|
0.06
|
|
|
Equity method investee acquisition-related and other adjustments (6)
|
(0.05
|
)
|
|
Adjusted EPS (1) for the Six Months Ended June 30, 2018
|
$
|
1.17
|
|
Increase in operations
|
0.06
|
|
|
Increase in equity method investment net earnings
|
0.04
|
|
|
VAT-related settlements
|
(0.01
|
)
|
|
Changes in interest and other expense, net (7)
|
0.01
|
|
|
Changes in income taxes (8)
|
0.01
|
|
|
Changes in shares outstanding (9)
|
0.03
|
|
|
Adjusted EPS (constant currency) (1) for the Six Months Ended June 30, 2019
|
$
|
1.31
|
|
Unfavorable currency translation
|
(0.09
|
)
|
|
Adjusted EPS (1) for the Six Months Ended June 30, 2019
|
$
|
1.22
|
|
Simplify to Grow Program (2)
|
(0.08
|
)
|
|
Mark-to-market gains from derivatives (2)
|
0.03
|
|
|
Acquisition-related costs (2)
|
—
|
|
|
Divestiture-related costs (2)
|
(0.01
|
)
|
|
Net earnings from divestiture (2)
|
0.01
|
|
|
Net gain on divestiture (2)
|
0.03
|
|
|
Remeasurement of net monetary position (2)
|
—
|
|
|
Impact from pension participation changes (2)
|
0.02
|
|
|
CEO transition remuneration (2)
|
(0.01
|
)
|
|
Net loss on equity method investment transactions (10)
|
(0.01
|
)
|
|
Equity method investee acquisition-related and other adjustments (6)
|
(0.02
|
)
|
|
Diluted EPS Attributable to Mondelēz International for the
Six Months Ended June 30, 2019
|
$
|
1.18
|
|
(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 10, Financial Instruments, for information on our interest rate swaps that we no longer designate as cash flow hedges.
|
(4)
|
Refer to Note 9, Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.
|
(5)
|
Refer to Note 15, Income Taxes, and to our Annual Report on Form 10-K for the year ended December 31, 2018 for more information on the impact of the U.S. tax reform.
|
(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 KDP or 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 12, 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.
|
(10)
|
Refer to Note 7, Equity Method Investments, for more information on the net loss on equity method investment transactions.
|
•
|
Latin America
|
•
|
AMEA
|
•
|
Europe
|
•
|
North America
|
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
Latin America
|
$
|
737
|
|
|
$
|
774
|
|
|
$
|
1,537
|
|
|
$
|
1,665
|
|
AMEA
|
1,352
|
|
|
1,360
|
|
|
2,893
|
|
|
2,902
|
|
||||
Europe
|
2,247
|
|
|
2,303
|
|
|
4,798
|
|
|
5,009
|
|
||||
North America
|
1,726
|
|
|
1,675
|
|
|
3,372
|
|
|
3,301
|
|
||||
Net revenues
|
$
|
6,062
|
|
|
$
|
6,112
|
|
|
$
|
12,600
|
|
|
$
|
12,877
|
|
Earnings before income taxes: |
|
|
|
|
|
|
|
||||||||
Operating income:
|
|
|
|
|
|
|
|
||||||||
Latin America
|
$
|
68
|
|
|
$
|
92
|
|
|
$
|
166
|
|
|
$
|
218
|
|
AMEA
|
191
|
|
|
177
|
|
|
447
|
|
|
405
|
|
||||
Europe
|
408
|
|
|
367
|
|
|
908
|
|
|
864
|
|
||||
North America
|
407
|
|
|
(95
|
)
|
|
726
|
|
|
180
|
|
||||
Unrealized gains on hedging activities
(mark-to-market impacts) |
33
|
|
|
88
|
|
|
49
|
|
|
294
|
|
||||
General corporate expenses
|
(79
|
)
|
|
(91
|
)
|
|
(188
|
)
|
|
(155
|
)
|
||||
Amortization of intangibles
|
(43
|
)
|
|
(44
|
)
|
|
(87
|
)
|
|
(88
|
)
|
||||
Net gain on divestitures
|
41
|
|
|
—
|
|
|
41
|
|
|
—
|
|
||||
Acquisition-related costs
|
(1
|
)
|
|
(13
|
)
|
|
(1
|
)
|
|
(13
|
)
|
||||
Operating income
|
1,025
|
|
|
481
|
|
|
2,061
|
|
|
1,705
|
|
||||
Benefit plan non-service income
|
12
|
|
|
15
|
|
|
29
|
|
|
28
|
|
||||
Interest and other expense, net
|
(101
|
)
|
|
(248
|
)
|
|
(181
|
)
|
|
(328
|
)
|
||||
Earnings before income taxes
|
$
|
936
|
|
|
$
|
248
|
|
|
$
|
1,909
|
|
|
$
|
1,405
|
|
|
For the Three Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
737
|
|
|
$
|
774
|
|
|
$
|
(37
|
)
|
|
(4.8
|
)%
|
Segment operating income
|
68
|
|
|
92
|
|
|
(24
|
)
|
|
(26.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
|
For the Six Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
1,537
|
|
|
$
|
1,665
|
|
|
$
|
(128
|
)
|
|
(7.7
|
)%
|
Segment operating income
|
166
|
|
|
218
|
|
|
(52
|
)
|
|
(23.9
|
)%
|
|
For the Three Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
1,352
|
|
|
$
|
1,360
|
|
|
$
|
(8
|
)
|
|
(0.6
|
)%
|
Segment operating income
|
191
|
|
|
177
|
|
|
14
|
|
|
7.9
|
%
|
|||
|
|
|
|
|
|
|||||||||
|
For the Six Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
2,893
|
|
|
$
|
2,902
|
|
|
$
|
(9
|
)
|
|
(0.3
|
)%
|
Segment operating income
|
447
|
|
|
405
|
|
|
42
|
|
|
10.4
|
%
|
|
For the Three Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
2,247
|
|
|
$
|
2,303
|
|
|
$
|
(56
|
)
|
|
(2.4
|
)%
|
Segment operating income
|
408
|
|
|
367
|
|
|
41
|
|
|
11.2
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||||
|
For the Six Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
4,798
|
|
|
$
|
5,009
|
|
|
$
|
(211
|
)
|
|
(4.2
|
)%
|
Segment operating income
|
908
|
|
|
864
|
|
|
44
|
|
|
5.1
|
%
|
|
For the Three Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
1,726
|
|
|
$
|
1,675
|
|
|
$
|
51
|
|
|
3.0
|
%
|
Segment operating income
|
407
|
|
|
(95
|
)
|
|
502
|
|
|
528.4
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||||
|
For the Six Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ change
|
|
% change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Net revenues
|
$
|
3,372
|
|
|
$
|
3,301
|
|
|
$
|
71
|
|
|
2.2
|
%
|
Segment operating income
|
726
|
|
|
180
|
|
|
546
|
|
|
303.3
|
%
|
•
|
“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 and developed markets. Our emerging markets include our Latin America region in its entirety; the AMEA region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Russia, Ukraine, Turkey, Kazakhstan, 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.
|
•
|
“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.
|
(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 (refer to Note 1, Basis of Presentation), we excluded the remeasurement gains or losses related to remeasuring net monetary assets or liabilities in Argentina during the period to be consistent with our prior accounting for these remeasurement gains/losses for Venezuela when it was subject to highly inflationary accounting prior to 2016.
|
(6)
|
During the third quarter of 2016, we began to exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecasted currency transaction derivatives from our non-GAAP earnings measures until such time that the related exposures impact our operating results. Since we purchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily for inventory requirements in future periods, we made this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance across periods. We also discontinued designating commodity and forecasted currency transaction derivatives for hedge accounting treatment. To facilitate comparisons of our underlying operating results, we have recast all historical non-GAAP earnings measures to exclude the mark-to-market impacts.
|
(7)
|
See Note 13, Commitments and Contingencies – Tax Matters, and our Annual Report on Form 10-K for the year ended December 31, 2018 for additional information.
|
(8)
|
On November 20, 2017, Dirk Van de Put succeeded Irene Rosenfeld as CEO of Mondelēz International in advance of her retirement at the end of March 2018. In order to incent Mr. Van de Put to join us, we provided him compensation with a total combined target value of $42.5 million to make him whole for incentive awards he forfeited or grants that were not made to him when he left his former employer. The compensation we granted took the form of cash, deferred stock units, performance share units and stock options. In connection with Irene Rosenfeld’s retirement, we made her outstanding grants of performance share units for the 2016-2018 and 2017-2019 performance cycles eligible for continued vesting and approved a $0.5 million salary for her service as Chairman from January through March 2018. We refer to these elements of Mr. Van de Put’s and Ms. Rosenfeld’s compensation arrangements together as “CEO transition remuneration.” We are excluding amounts we expense as CEO transition remuneration from our non-GAAP results because those amounts are not part of our regular compensation program and are incremental to amounts we would have incurred as ongoing CEO compensation. As a result, in 2017, we excluded amounts expensed for the cash payment to Mr. Van de Put and partial vesting of his equity grants. In 2018, we excluded amounts paid for Ms. Rosenfeld’s service as Chairman and partial vesting of Mr. Van de Put’s and Ms. Rosenfeld’s equity grants. In 2019, we excluded amounts related to the partial vesting of Mr. Van de Put’s equity grants.
|
(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 11, Benefit Plans, for more information on the multiemployer pension plan withdrawal.
|
(10)
|
On December 22, 2017, the United States enacted tax reform legislation that included a broad range of business tax provisions. We exclude the discrete U.S. tax reform impacts from our Adjusted EPS as they do not reflect our ongoing tax obligations under U.S. tax reform. Refer to our Annual Report on Form 10-K for the year ended December 31, 2018 for additional information.
|
(11)
|
We have excluded our proportionate share of our equity method investees’ unusual or infrequent items such as acquisition and divestiture related costs, restructuring program costs and discrete U.S. tax reform impacts, in order to provide investors with a comparable view of our performance across periods. Although we have shareholder rights and board representation commensurate with our ownership interests in our equity method investees and review the underlying operating results and unusual or infrequent items with them each reporting period, we do not have direct control over their operations or resulting revenue and expenses. Our use of equity method investment net earnings on an adjusted basis is not intended to imply that we have any such control. Our GAAP “diluted EPS attributable to Mondelēz International from continuing operations” includes all of the investees’ unusual and infrequent items.
|
|
For the Three Months Ended June 30, 2019
|
|
For the Three Months Ended June 30, 2018
|
||||||||||||||||||||
|
Emerging
Markets
|
|
Developed
Markets
|
|
Total
|
|
Emerging
Markets
|
|
Developed
Markets
|
|
Total
|
||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||
Net Revenue
|
$
|
2,272
|
|
|
$
|
3,790
|
|
|
$
|
6,062
|
|
|
$
|
2,309
|
|
|
$
|
3,803
|
|
|
$
|
6,112
|
|
Impact of currency
|
200
|
|
|
133
|
|
|
333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of acquisition
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of divestiture
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
||||||
Organic Net Revenue
|
$
|
2,450
|
|
|
$
|
3,908
|
|
|
$
|
6,358
|
|
|
$
|
2,277
|
|
|
$
|
3,803
|
|
|
$
|
6,080
|
|
|
For the Six Months Ended June 30, 2019
|
|
For the Six Months Ended June 30, 2018
|
||||||||||||||||||||
|
Emerging
Markets |
|
Developed
Markets |
|
Total
|
|
Emerging
Markets |
|
Developed
Markets |
|
Total
|
||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||
Net Revenue
|
$
|
4,774
|
|
|
$
|
7,826
|
|
|
$
|
12,600
|
|
|
$
|
4,893
|
|
|
$
|
7,984
|
|
|
$
|
12,877
|
|
Impact of currency
|
499
|
|
|
332
|
|
|
831
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of acquisition
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impact of divestiture
|
(55
|
)
|
|
—
|
|
|
(55
|
)
|
|
(63
|
)
|
|
—
|
|
|
(63
|
)
|
||||||
Organic Net Revenue
|
$
|
5,218
|
|
|
$
|
8,123
|
|
|
$
|
13,341
|
|
|
$
|
4,830
|
|
|
$
|
7,984
|
|
|
$
|
12,814
|
|
|
For the Three Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Operating Income
|
$
|
1,025
|
|
|
$
|
481
|
|
|
$
|
544
|
|
|
113.1
|
%
|
Simplify to Grow Program (1)
|
83
|
|
|
179
|
|
|
(96
|
)
|
|
|
||||
Mark-to-market gains from derivatives (2)
|
(33
|
)
|
|
(88
|
)
|
|
55
|
|
|
|
||||
Acquisition integration costs (3)
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
|
||||
Acquisition-related costs (4)
|
1
|
|
|
13
|
|
|
(12
|
)
|
|
|
||||
Divestiture-related costs (4)
|
11
|
|
|
—
|
|
|
11
|
|
|
|
||||
Operating income from divestiture (4)
|
(5
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
|
||||
Net gain on divestiture (4)
|
(41
|
)
|
|
—
|
|
|
(41
|
)
|
|
|
||||
Remeasurement of net monetary position (5)
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
|
||||
Impact from pension participation changes (6)
|
(35
|
)
|
|
408
|
|
|
(443
|
)
|
|
|
||||
Impact from resolution of tax matters (7)
|
—
|
|
|
11
|
|
|
(11
|
)
|
|
|
||||
CEO transition remuneration (8)
|
3
|
|
|
10
|
|
|
(7
|
)
|
|
|
||||
Other/rounding
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
|
||||
Adjusted Operating Income
|
$
|
1,008
|
|
|
$
|
1,016
|
|
|
$
|
(8
|
)
|
|
(0.8
|
)%
|
Unfavorable currency translation
|
49
|
|
|
—
|
|
|
49
|
|
|
|
||||
Adjusted Operating Income (constant currency)
|
$
|
1,057
|
|
|
$
|
1,016
|
|
|
$
|
41
|
|
|
4.0
|
%
|
|
For the Six Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Operating Income
|
$
|
2,061
|
|
|
$
|
1,705
|
|
|
$
|
356
|
|
|
20.9
|
%
|
Simplify to Grow Program (1)
|
153
|
|
|
293
|
|
|
(140
|
)
|
|
|
||||
Mark-to-market gains from derivatives (2)
|
(49
|
)
|
|
(294
|
)
|
|
245
|
|
|
|
||||
Acquisition integration costs (3)
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
|
||||
Acquisition-related costs (4)
|
1
|
|
|
13
|
|
|
(12
|
)
|
|
|
||||
Divestiture-related costs (4)
|
10
|
|
|
(3
|
)
|
|
13
|
|
|
|
||||
Operating income from divestiture (4)
|
(9
|
)
|
|
(8
|
)
|
|
(1
|
)
|
|
|
||||
Net gain on divestiture (4)
|
(41
|
)
|
|
—
|
|
|
(41
|
)
|
|
|
||||
Remeasurement of net monetary position (5)
|
1
|
|
|
—
|
|
|
1
|
|
|
|
||||
Impact from pension participation changes (6)
|
(35
|
)
|
|
408
|
|
|
(443
|
)
|
|
|
||||
Impact from resolution of tax matters (7)
|
—
|
|
|
11
|
|
|
(11
|
)
|
|
|
||||
CEO transition remuneration (8)
|
6
|
|
|
14
|
|
|
(8
|
)
|
|
|
||||
Other/rounding
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
|
||||
Adjusted Operating Income
|
$
|
2,098
|
|
|
$
|
2,143
|
|
|
$
|
(45
|
)
|
|
(2.1
|
)%
|
Unfavorable currency translation
|
136
|
|
|
—
|
|
|
136
|
|
|
|
||||
Adjusted Operating Income (constant currency)
|
$
|
2,234
|
|
|
$
|
2,143
|
|
|
$
|
91
|
|
|
4.2
|
%
|
(1)
|
Refer to Note 8, Restructuring Program, for more information.
|
(2)
|
Refer to Note 10, Financial Instruments, Note 17, Segment Reporting, and Non-GAAP Financial Measures section for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.
|
(3)
|
Refer to our Annual Report on Form 10-K for the year ended December 31, 2018 for more information on the acquisition of a biscuit business in Vietnam.
|
(4)
|
Refer to Note 2, Divestitures and Acquisitions, for more information on the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa and the June 7, 2018 acquisition of Tate's Bake Shop.
|
(5)
|
Refer to Note 1, Basis of Presentation – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.
|
(6)
|
Refer to Note 11, Benefit Plans, for more information.
|
(7)
|
Refer to Note 13, Commitments and Contingencies – Tax Matters, for more information.
|
(8)
|
Refer to the Non-GAAP Financial Measures definition and related table notes.
|
|
For the Three Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Diluted EPS attributable to Mondelēz International
|
$
|
0.55
|
|
|
$
|
0.21
|
|
|
$
|
0.34
|
|
|
161.9
|
%
|
Simplify to Grow Program (2)
|
0.05
|
|
|
0.09
|
|
|
(0.04
|
)
|
|
|
||||
Mark-to-market gains from derivatives (2)
|
(0.02
|
)
|
|
(0.05
|
)
|
|
0.03
|
|
|
|
||||
Acquisition integration costs (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
Acquisition-related costs (2)
|
—
|
|
|
0.01
|
|
|
(0.01
|
)
|
|
|
||||
Divestiture-related costs (2)
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
|
||||
Net earnings from divestiture (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
Net gain on divestiture (2)
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
|
||||
Remeasurement of net monetary position (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
Impact from pension participation changes (2)
|
(0.02
|
)
|
|
0.20
|
|
|
(0.22
|
)
|
|
|
||||
Impact from resolution of tax matters (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
CEO transition remuneration (2)
|
—
|
|
|
0.01
|
|
|
(0.01
|
)
|
|
|
||||
Loss on debt extinguishment (3)
|
—
|
|
|
0.07
|
|
|
(0.07
|
)
|
|
|
||||
Net loss on equity method investment
transactions (4)
|
0.02
|
|
|
—
|
|
|
0.02
|
|
|
|
||||
Equity method investee acquisition-related and
other adjustments (5) |
0.01
|
|
|
0.01
|
|
|
—
|
|
|
|
||||
Other/rounding
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
Adjusted EPS
|
$
|
0.57
|
|
|
$
|
0.55
|
|
|
$
|
0.02
|
|
|
3.6
|
%
|
Unfavorable currency translation
|
0.03
|
|
|
—
|
|
|
0.03
|
|
|
|
||||
Adjusted EPS (constant currency)
|
$
|
0.60
|
|
|
$
|
0.55
|
|
|
$
|
0.05
|
|
|
9.1
|
%
|
|
For the Six Months Ended
June 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Diluted EPS attributable to Mondelēz International
|
$
|
1.18
|
|
|
$
|
0.91
|
|
|
$
|
0.27
|
|
|
29.7
|
%
|
Simplify to Grow Program (2)
|
0.08
|
|
|
0.15
|
|
|
(0.07
|
)
|
|
|
||||
Mark-to-market gains from derivatives (2)
|
(0.03
|
)
|
|
(0.17
|
)
|
|
0.14
|
|
|
|
||||
Acquisition integration costs (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
Acquisition-related costs (2)
|
—
|
|
|
0.01
|
|
|
(0.01
|
)
|
|
|
||||
Divestiture-related costs (2)
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
|
||||
Net earnings from divestiture (2)
|
(0.01
|
)
|
|
(0.01
|
)
|
|
—
|
|
|
|
||||
Net gain on divestiture (2)
|
(0.03
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
|
||||
Remeasurement of net monetary position (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
Impact from pension participation changes (2)
|
(0.02
|
)
|
|
0.20
|
|
|
(0.22
|
)
|
|
|
||||
Impact from resolution of tax matters (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
CEO transition remuneration (2)
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
|
||||
Net gain related to interest rate swaps (6)
|
—
|
|
|
(0.01
|
)
|
|
0.01
|
|
|
|
||||
Loss on debt extinguishment (3)
|
—
|
|
|
0.07
|
|
|
(0.07
|
)
|
|
|
||||
U.S. tax reform discrete net tax expense (7)
|
—
|
|
|
0.06
|
|
|
(0.06
|
)
|
|
|
||||
Net loss on equity method investment
transactions (4)
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
|
||||
Equity method investee acquisition-related and
other adjustments (5)
|
0.02
|
|
|
(0.05
|
)
|
|
0.07
|
|
|
|
||||
Other/rounding
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
Adjusted EPS
|
$
|
1.22
|
|
|
$
|
1.17
|
|
|
$
|
0.05
|
|
|
4.3
|
%
|
Unfavorable currency translation
|
0.09
|
|
|
—
|
|
|
0.09
|
|
|
|
||||
Adjusted EPS (constant currency)
|
$
|
1.31
|
|
|
$
|
1.17
|
|
|
$
|
0.14
|
|
|
12.0
|
%
|
(1)
|
The tax expense/(benefit) of each of the pre-tax items excluded from our GAAP results was computed based on the facts and tax assumptions associated with each item, and such impacts have also been excluded from Adjusted EPS.
|
•
|
For the three months ended June 30, 2019, taxes for the: Simplify to Grow Program were $(19) million, mark-to-market gains from derivatives were $3 million, divestiture-related costs were $(1) million, net gain on divestiture were $3 million, impact from pension participation changes were $9 million, net loss on equity method investment transactions were $2 million and equity method investee and other adjustments were $(3) million.
|
•
|
For the three months ended June 30, 2018, taxes for the: Simplify to Grow Program were $(47) million, mark-to-market gains from derivatives were $14 million, acquisition-related costs were $(3) million, impact from pension participation changes were $(103) million, CEO transition remuneration were $(2) million, loss on debt extinguishment were $(35) million and equity method investee adjustments were $(1) million.
|
•
|
For the six months ended June 30, 2019, taxes for the: Simplify to Grow Program were $(38) million, mark-to-market gains from derivatives were $6 million, divestiture-related costs were $(1) million, net earnings from divestiture were zero, net gain on divestiture were $3 million, impact from pension participation changes were $9 million, CEO transition remuneration were zero, net loss on equity method investment transactions were $7 million and equity method investee and other adjustments were $(7) million.
|
•
|
For the six months ended June 30, 2018, taxes for the: Simplify to Grow Program were $(77) million, mark-to-market gains from derivatives were $39 million, acquisition-related costs were $(3) million, net earnings from divestiture were $1 million, impact from pension participation changes were $(103) million, CEO transition remuneration were $(3) million, net gain related to interest rate swaps were $2 million, loss on debt extinguishment were $(35) million, U.S. tax reform were $87 million and equity method investee and other adjustments were $26 million.
|
(2)
|
See the Adjusted Operating Income table above and the related footnotes for more information.
|
(3)
|
Refer to Note 9, Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.
|
(4)
|
Refer to Note 7, Equity Method Investments, for more information on the net loss on equity method investment transactions.
|
(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 KDP or Keurig equity method investees.
|
(6)
|
Refer to Note 10, Financial Instruments, for information on our interest rate swaps that we no longer designate as cash flow hedges.
|
(7)
|
Refer to Note 15, Income Taxes, and to our Annual Report on Form 10-K for the year ended December 31, 2018 for more information on the impact of U.S. tax reform.
|
|
Issuer Purchases of Equity Securities
|
||||||||||||
Period
|
Total
Number
of Shares
Purchased (1)
|
|
Average
Price Paid
per Share (1)
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2)
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)(3)
|
||||||
April 1-30, 2019
|
4,328,978
|
|
|
$
|
49.99
|
|
|
4,327,747
|
|
|
$
|
3,768
|
|
May 1-31, 2019
|
929,566
|
|
|
51.62
|
|
|
924,270
|
|
|
3,720
|
|
||
June 1-30, 2019
|
211,724
|
|
|
52.86
|
|
|
199,280
|
|
|
3,709
|
|
||
For the Quarter Ended June 30, 2019
|
5,470,268
|
|
|
50.38
|
|
|
5,451,297
|
|
|
|
(1)
|
The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of restricted and deferred stock that vested, totaling 1,231 shares, 5,296 shares and 12,444 shares for the fiscal months of April, May and June 2019, respectively.
|
(2)
|
Our Board of Directors has authorized the repurchase of $19.7 billion of our Common Stock through December 31, 2020. Specifically, on March 12, 2013, our Board of Directors authorized the repurchase of up to the lesser of 40 million shares or $1.2 billion of our Common Stock through March 12, 2016. On August 6, 2013, our Audit Committee, with authorization delegated from our Board of Directors, increased the repurchase program capacity to $6.0 billion of Common Stock repurchases and extended the expiration date to December 31, 2016. On December 3, 2013, our Board of Directors approved an increase of $1.7 billion to the program related to a new accelerated share repurchase program, which concluded in May 2014. On July 29, 2015, our Finance Committee, with authorization delegated from our Board of Directors, approved a $6.0 billion increase that raised the repurchase program capacity to $13.7 billion and extended the program through December 31, 2018. On January 31, 2018, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in the share repurchase program, raising the authorization to $19.7 billion of Common Stock repurchases, and extended the program through December 31, 2020. See related information in Note 12, Stock Plans.
|
(3)
|
Dollar values stated in millions.
|
Exhibit
Number
|
|
Description
|
10.1
|
|
|
10.2
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
101.1
|
|
The following materials from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements.
|
104
|
|
The cover page from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in iXBRL.
|
|
|
|
|
|
+ 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
|
|
July 30, 2019
|
|
Exhibit 10.1
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
1)
|
Sign-on equity grants with a value of $1,775,000. The equity grants will be awarded as follows:
|
a.
|
$650,000 – You will be granted PSUs under our 2017-2019 performance cycle. The number of units granted will be based on the closing stock price on your date of hire. This award is scheduled to vest no later than March 1, 2020 with the performance period ending December 31, 2019.
|
b
|
$600,000 – You will be granted PSUs under our 2018-2020 performance cycle. The number of units granted will be based on the closing stock price on your date of hire. This award
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
c.
|
$425,000 - This award will be granted as deferred stock units that vest 50% on the first anniversary of the grant and 50% on the second anniversary. The number of units granted will be based on the closing stock price on your date of hire.
|
d.
|
$100,000 – This award will be granted as stock options. These stock options will vest 33%, 33% and 34% over the first three grant anniversaries. The number of options granted will be based on the closing stock price on your date of hire. Please note that the $100,000 value is the economic value of the stock options. The face value (number of options multiplied by the grant price) is equal to $500,000 or 5 times the economic value.
|
2)
|
A cash sign-on award of $200,000, payable $100,000 at hire and $100,000 on your first anniversary, subject to a two-year repayment agreement.
|
•
|
“Cause” has the meaning set forth in the CIC Plan.
|
•
|
“Good Reason” has the meaning set forth in the CIC Plan.
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
(i)
|
the amount of the expenses eligible for reimbursement or the in-kind benefits provided during any calendar year shall not affect the amount of the expenses eligible for reimbursement or the in-kind benefits to be provided in any other calendar year;
|
(ii)
|
the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and
|
(iii)
|
your right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit.
|
1.
|
a background check. The background screen is an investigative consumer report. Under the Fair Credit Reporting Act, you have the right to make a written request for information about the nature and scope of this report. If you wish to make such a request, you may direct your letter to my attention. You are also entitled to receive a written summary of your rights under the Fair Credit Reporting Act.
|
2.
|
post-offer drug screen via current Company protocols and
|
3.
|
proof of eligibility to work in the United States.
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
/s/ David H. Pendleton
|
|
23rd April 2019
|
David H. Pendleton
|
|
Date
|
SVP Total Rewards & HR Solutions
|
||
Mondelēz Global LLC
|
||
|
/s/ Sandra MacQuillan
|
|
23rd April 2019
|
Sandra MacQuillan
|
|
Date
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
[Mondelēz International Logo]
|
|
|
Mondelēz International Inc.
|
|
Deerfield, IL 60015 USA
|
|
|
|
mondelezinternational.com
|
Mondelēz International, Inc.
|
|
|
By: /s/ David H. Pendleton
|
Print Name: David H. Pendleton
|
|
Dated: 23rd April 2019
|
Executive
|
|
|
By: /s/ Sandra MacQuillan
|
Print Name: Sandra MacQuillan
|
|
Dated: 23rd April 2019
|
2005 Plan
|
The Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, as amended from time to time.
|
Annual Base
Salary
|
Twelve times the higher of:
(i) the highest monthly base salary paid or payable to the Participant by the Mondelēz Group for the twelve-month period immediately preceding the month in which the Change in Control occurs, or
(ii) the highest monthly base salary in effect at any time thereafter, in each case including any base salary that has been earned and deferred.
|
Board
|
The Board of Directors of the Company.
|
Annual Incentive Award Target
|
The annual incentive award that the Participant would receive for a fiscal year under the Management Incentive Plan or any comparable annual incentive plan if the target goals were achieved.
|
Cause
|
As defined in Section 3.2(b)(i) of this Plan.
|
Date of
Termination
|
If the Participant's employment is terminated by:
(i) The Employer for Cause or by the Participant for Good Reason, the Date of Termination shall be the date on which the Participant or the Employer, as the case may be, receives the Notice of Termination (as described in Section 3.2(c)) or any later date specified therein as the case may be.
(ii) The Employer other than for Cause, death or Disability, the Date of Termination shall be the date on which the Employer notifies the Participant of such termination.
(iii) Reason of death or Disability, the Date of Termination shall be the date of death of the Participant or the Disability Effective Date, as the case may be.
Notwithstanding the above, in the event that the Date of Termination as determined above is not the last date on which the Participant is employed by the Employer, the Participant's Date of Termination shall be the last date on which the Participant is employed by the Employer.
|
Disability
|
As defined in Section 3.2(b)(ii).
|
Disability Effective
Date
|
As defined in Section 3.2(b)(ii).
|
Effective Date
|
April 24, 2007. The Plan was amended effective December 31, 2009, October 2, 2012, May 21, 2014, December 4, 2014, February 4, 2015, February 22, 2016, February 2, 2017 and May 14, 2019.
|
Employer
|
The Company or any entity in the Mondelēz Group.
|
Excise Tax
|
The excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.
|
Good Reason
|
As defined in Section 3.2(a).
|
Key Executive
|
An employee who, is employed on a regular basis by the Employer
and (i) is a Section 16 officer of the Company, or (ii) is otherwise designated by the Committee as eligible to participate in this Plan.
|
Mondelēz Group
|
The Company and each of its subsidiaries and affiliates.
|
Non-Competition Agreement
|
The agreement of a Participant not to, without the Company's prior written consent, engage in any activity or provide any services, whether as a director, manager, supervisor, employee, adviser, consultant or otherwise, for a period of up to one (1) year following the Participant's Date of Termination, with a company that is substantially competitive with a Mondelēz Group business; provided, that if the Participant’s most recent grant agreement contains non-competition standards that are more restrictive that apply to the Participant following termination of employment, the standards in that grant agreement will supersede this provision.
|
Non-Solicitation Agreement
|
The agreement of a Participant that he or she will not solicit, directly or indirectly, any employee of the Mondelçz Group, or a surviving entity following a Change in Control, to leave the Mondelçz Group and to work for any other entity, whether as an employee, independent contractor or in any other capacity, for a period of up to one (1) year following the Participant’s Date of Termination; provided, that if the Participant’s most recent grant agreement contains non-solicitation standards that are more restrictive that apply to the Participant following termination of employment, the standards in that grant agreement will supersede this provision.
|
(a)
|
Terminations that give rise to Separation Benefits under this Plan. The circumstances specified in this Section 3.2(a) are any termination of employment with the Employer by action of the Mondelēz Group or by a Participant for Good Reason, other than as set forth in Section 3.2(b) below. For purposes of this Plan, "Good Reason" shall mean:
|
(i)
|
the assignment to the Participant of any duties substantially inconsistent with the Participant's position, authority, duties or responsibilities in effect immediately prior to the Change in Control, or any other action by the Mondelēz Group that results in a marked diminution in the Participant's position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Mondelēz Group promptly after receipt of notice thereof given by the Participant;
|
(ii)
|
any material reduction in the Participant's base salary, annual incentive or long-term incentive opportunity as in effect immediately prior to the Change in Control;
|
(iii)
|
the Mondelēz Group’s requiring the Participant to be based at any office or location other than any other location that does not extend the Participant's home to work commute as of the time of the Change in Control by more than 50 miles; or
|
(iv)
|
any failure by the Company to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Plan in the same manner and to the same extent that the Company or the Employer would be required to perform it if no such succession had taken place, as and to the extent required by Section 5.
|
(b)
|
Terminations that DO NOT give rise to Separation Benefits under this Plan. Notwithstanding Section 3.2(a), if a Participant's employment is terminated for Cause or Disability (as those terms are defined below) or as a result of the Participant's death, or the Participant terminates his or her own employment other than for Good Reason, the Participant shall not be entitled to Separation Benefits under the Plan, regardless of the occurrence of a Change in Control.
|
(i)
|
A termination for "Cause" shall have occurred where a Participant is terminated because of:
|
a.
|
Continued failure to substantially perform the Participant's job's duties (other than resulting from incapacity due to disability);
|
b.
|
Gross negligence, dishonesty, or violation of any reasonable rule or regulation of the Mondelēz Group where the violation results in significant damage to the Mondelēz Group; or
|
c.
|
Engaging in other conduct that adversely reflects on the Mondelēz Group in any material respect.
|
(ii)
|
A termination upon Disability shall have occurred where a Participant is absent from the Participant's duties with the Employer on a full-time basis for 180 consecutive days as a result of incapacity due to mental or physical illness
|
(c)
|
Notice of termination. Any termination of employment initiated by the Employer for Cause, or by the Participant for Good Reason, shall be communicated by a Notice of Termination to the other party. For purposes of this Plan, a "Notice of Termination" means a written notice that:
|
(i)
|
indicates the specific termination provision in this Plan relied upon,
|
(ii)
|
to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant's employment under the provision so indicated, and
|
(iii)
|
specifies the date upon which the Participant's termination of employment is expected to occur (which date shall be not more than 30 days after the giving of such notice), provided, however, that such specified date shall not be considered the Date of Termination for any purpose of this Plan if such date differs from the Participant's actual Date of Termination.
|
(a)
|
The Employer shall pay to the Participant, in a lump sum in cash within 30 days after the Date of Termination (or, if later, 30 days after the date of the Change in Control), or on such later date as required under Section 3.3(g), the sum of:
|
(b)
|
The Employer also shall pay to the Participant, in a lump sum in cash within 30 days after the Date of Termination (or, if later, 30 days after the date of the Change in Control), or on such later date as required under Section 3.3(g), an amount ("Separation Pay") equal to the product of (A) two (or in the case of a Participant who served as Chairman and/or Chief Executive Officer immediately prior to the Change in Control, 2.99) and (B) the sum of (x) the Participant's Annual Base Salary and (y) the Participant's Annual Incentive Award Target, reduced (but not below zero) in the case of any Participant who is a Non-U.S. Executive by the U.S. dollar equivalent (determined as of the Participant's Date of Termination) of any payments made to the Participant under the laws of his or her designated home country or any program or policy of the Employer in such country on account of the Participant's termination of employment.
|
(c)
|
Solely with respect to U.S. Participants, for two years after the Participant's Date of Termination (or, if later, the date of the Change in Control), (or in the case of a Participant who served as Chairman and/or Chief Executive Officer immediately prior to the Change in Control, three years), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Employer shall continue welfare benefits to the Participant and/or the Participant's family at least equal to those that would have been provided to them in accordance with the plans, programs, practices and policies (including, without limitation, medical, prescription, dental, disability, employee/spouse/child life insurance, executive life, estate preservation (second-to-die life insurance) and travel accident insurance plans and programs), as if the Participant's employment had not been terminated, or, if more favorable to the Participant, as in effect generally at any time thereafter with respect to other peer executives of the Mondelēz Group and their families; provided, however, that if the Participant becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. Notwithstanding the foregoing, the reimbursement of COBRA coverage can be provided, at the Company’s sole discretion, in the form of a lump sum taxable severance payment in lieu of a COBRA subsidy if the COBRA subsidy is found to be discriminatory pursuant to applicable guidance. The period of continuation of any group medical plan coverage under Section 4980B of the Code (the "COBRA Period") shall run concurrently during the period for which medical coverage is provided to the Participant pursuant to this Section 3.3(c). The provision of medical coverage
|
(d)
|
The Employer shall, at its sole expense, provide the Participant with outplacement services through the provider of the Company's choice, the scope of which shall be chosen by the Participant in his or her sole discretion within the terms and conditions of the Company's outplacement services policy as in effect immediately prior to the Change in Control, but in no event shall such outplacement services continue for more than two years after the calendar year in which the Participant terminates employment.
|
(e)
|
The Employer shall, for two years after the Participant's Date of Termination (or in the case of a Participant who served as Chairman and/or Chief Executive Officer immediately prior to the Change in Control, three years), or after the Change in Control, if later, or such longer period as may be provided by the terms of the appropriate perquisite, continue to provide the perquisites at least equal to those that the Employer would have provided to the Participant in accordance with the perquisites in effect immediately prior to the Change in Control; provided, however, that the maximum value of perquisites provided to a Participant under this provision in any calendar year shall not be increased or decreased to reflect the value of perquisites provided to such Participant under this provision in a prior or subsequent calendar year. Any reimbursements to a Participant for costs associated with such continued perquisites shall be made no later than the end of the Participant's second taxable year following the date the Participant incurred such cost. This clause does not apply to personal use of the Company aircraft to the extent that this perquisite is in effect for any Key Executive immediately prior to the Change in Control.
|
(f)
|
To the extent not theretofore paid or provided, the Employer shall pay or provide to the Participant, at the time otherwise payable, any other amounts or benefits accrued as of the Participant’s termination of employment and required to be paid or provided or that the Participant is eligible to receive under any plan, program, policy or practice or contract or agreement of the Mondelēz Group.
|
(g)
|
Notwithstanding the foregoing, if the Participant is a "specified employee" within the meaning of Section 409A of the Code, then (i) any payments described in Sections 3.3(a) and (b) that the Company determines constitute the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, shall be delayed and become payable within five days after the six-month anniversary of the Participant's termination of employment and (ii) any benefits provided under Sections 3.3(c) and (e) that the Company determines constitute the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, shall be provided at the Participant's sole cost during the six-month period after the date of the Participant's termination of employment, and within five days after the expiration of such period the Company shall reimburse the Participant for the portion of such costs payable by the Company pursuant to Sections 3.3(c) and (e) hereof.
|
(h)
|
For all purposes under the applicable Company non-qualified defined benefit pension plan, the Company shall credit the Participant with two (or in the case of a Participant who served as Chairman and/or Chief Executive Officer immediately prior to the Change in Control, three) additional years of service and shall add two (or in the case of a Participant who served as Chairman and/or Chief Executive Officer immediately prior to the Change in Control, three) years to the Participant's age. However, this Section shall not apply to any non-qualified defined benefit pension plan that related to a qualified defined benefit pension plan that is frozen as of the date of the Participant’s termination of employment.
|
(a)
|
Anything in this Plan to the contrary notwithstanding, with respect to any Participant who is a citizen or resident of the United States, in the event (1) a Change in Control occurs and (2) in connection with such Change in Control it shall be determined that any Payment would be subject to the Excise Tax, then the aggregate Payments to the Participant will be the greater of (i) or (ii) below, after taking into account the Excise Tax and the applicable income and employment taxes payable by the Participant:
|
(i)
|
The full amount of the Payments, or
|
(ii)
|
An amount (the "Reduced Amount") that is one dollar less than the smallest amount that would give rise to any Excise Tax.
|
(b)
|
All determinations required to be made under this Section 3.5, including whether Reduced Amount is payable, and the assumptions to be utilized in arriving at such determinations, shall be made by the Company's independent auditors or such other nationally recognized certified public accounting firm as may be designated by the Company and approved by the Participant (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Participant within 15 business days of the receipt of notice from the Participant that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Mondelēz Group and the Participant.
|
MONDELĒZ INTERNATIONAL, INC.
|
|
|
|
By:
|
/s/ Paulette Alviti
|
|
Paulette Alviti
|
|
Executive Vice President and Chief Human Resources Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Mondelēz International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ DIRK VAN DE PUT
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Dirk Van de Put
Chairman and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Mondelēz International, Inc.;
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2.
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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;
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3.
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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;
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4.
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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)
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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
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(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
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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.
|
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/s/ LUCA ZARAMELLA
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Luca Zaramella
Executive Vice President and Chief Financial Officer |
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/s/ DIRK VAN DE PUT
|
Dirk Van de Put
|
Chairman and Chief Executive Officer
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July 30, 2019
|
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/s/ LUCA ZARAMELLA
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Luca Zaramella
|
Executive Vice President and
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Chief Financial Officer
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July 30, 2019
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