UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31,September 30, 2017
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number1-16483
Mondelēz International, Inc.
(Exact name of registrant as specified in its charter)
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) |
(Registrant’s telephone number, including area code) (847)943-4000
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer ☒ | Accelerated filer ☐ | |||
Non-accelerated filer ☐ | Smaller reporting company ☐ | |||
(Do not check if a smaller reporting company) | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange
Act). Yes ☐ No ☒
At April 28,October 27, 2017, there were 1,517,278,1721,494,388,598 shares of the registrant’s Class A Common Stock outstanding.
Page No. | ||||||
PART I - FINANCIAL INFORMATION | ||||||
Item 1. | ||||||
1 | ||||||
2 | ||||||
Condensed Consolidated Balance Sheets | 3 | |||||
4 | ||||||
5 | ||||||
6 | ||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||
Item 3. | ||||||
Item 4. | ||||||
PART II - | ||||||
Item 1. | ||||||
Item 1A. | ||||||
Item 2. | ||||||
Item 6. | ||||||
In this report, for all periods presented, “we,” “us,” “our,” “the Company” and “Mondelēz International” refer to Mondelēz International, Inc. and subsidiaries. References to “Common Stock” refer to our Class A Common Stock.
PART I – FINANCIAL INFORMATION
Mondelēz International, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
(in millions of U.S. dollars, except per share data)
(Unaudited)
For the Three Months Ended March 31, | ||||||||||||||||||||||||
2017 | 2016 | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||||||||||
Net revenues | $ | 6,414 | $ | 6,455 | $ | 6,530 | $ | 6,396 | $ | 18,930 | $ | 19,153 | ||||||||||||
Cost of sales | 3,889 | 3,920 | 3,978 | 3,908 | 11,529 | 11,614 | ||||||||||||||||||
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Gross profit | 2,525 | 2,535 | 2,552 | 2,488 | 7,401 | 7,539 | ||||||||||||||||||
Selling, general and administrative expenses | 1,475 | 1,615 | 1,330 | 1,552 | 4,254 | 4,835 | ||||||||||||||||||
Asset impairment and exit costs | 166 | 154 | 183 | 190 | 536 | 510 | ||||||||||||||||||
Net gain on divestitures | (187 | ) | – | (184 | ) | – | ||||||||||||||||||
Amortization of intangibles | 44 | 44 | 45 | 44 | 133 | 132 | ||||||||||||||||||
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Operating income | 840 | 722 | 1,181 | 702 | 2,662 | 2,062 | ||||||||||||||||||
Interest and other expense, net | 119 | 244 | 19 | 145 | 262 | 540 | ||||||||||||||||||
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Earnings before income taxes | 721 | 478 | 1,162 | 557 | 2,400 | 1,522 | ||||||||||||||||||
Provision for income taxes | (154 | ) | (49 | ) | (272 | ) | (40 | ) | (510 | ) | (207 | ) | ||||||||||||
Gain on equity method investment exchange | — | 43 | – | – | – | 43 | ||||||||||||||||||
Equity method investment net earnings | 66 | 85 | 103 | 31 | 236 | 218 | ||||||||||||||||||
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Net earnings | 633 | 557 | 993 | 548 | 2,126 | 1,576 | ||||||||||||||||||
Noncontrolling interest earnings | (3 | ) | (3 | ) | (1 | ) | – | (6 | ) | (10 | ) | |||||||||||||
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Net earnings attributable to Mondelēz International | $ | 630 | $ | 554 | $ | 992 | $ | 548 | $ | 2,120 | $ | 1,566 | ||||||||||||
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Per share data: | ||||||||||||||||||||||||
Basic earnings per share attributable to Mondelēz International | $ | 0.41 | $ | 0.35 | $ | 0.66 | $ | 0.35 | $ | 1.40 | $ | 1.00 | ||||||||||||
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Diluted earnings per share attributable to Mondelēz International | $ | 0.41 | $ | 0.35 | $ | 0.65 | $ | 0.35 | $ | 1.38 | $ | 0.99 | ||||||||||||
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Dividends declared | $ | 0.19 | $ | 0.17 | $ | 0.22 | $ | 0.19 | $ | 0.60 | $ | 0.53 | ||||||||||||
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See accompanying notes to the condensed consolidated financial statements.
Mondelēz International, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Earnings
(in millions of U.S. dollars)
(Unaudited)
For the Three Months Ended March 31, | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||||
Net earnings | $ | 633 | $ | 557 | $ | 993 | $ | 548 | $ | 2,126 | $ | 1,576 | ||||||||||||
Other comprehensive earnings/(losses), net of tax: | ||||||||||||||||||||||||
Currency translation adjustment | 543 | 631 | 337 | 28 | 1,260 | 131 | ||||||||||||||||||
Pension and other benefit plans | 1 | (6 | ) | (10 | ) | 37 | (42 | ) | 141 | |||||||||||||||
Derivative cash flow hedges | 18 | (7 | ) | (19 | ) | 2 | 11 | 12 | ||||||||||||||||
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Total other comprehensive earnings | 562 | 618 | ||||||||||||||||||||||
Total other comprehensive earnings/(losses) | 308 | 67 | 1,229 | 284 | ||||||||||||||||||||
Comprehensive earnings | 1,195 | 1,175 | 1,301 | 615 | 3,355 | 1,860 | ||||||||||||||||||
less: Comprehensive earnings attributable to noncontrolling interests | 7 | 16 | ||||||||||||||||||||||
less: Comprehensive earnings/(losses) attributable to noncontrolling interests | 9 | (2 | ) | 30 | 7 | |||||||||||||||||||
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Comprehensive earnings attributable to Mondelēz International | $ | 1,188 | $ | 1,159 | $ | 1,292 | $ | 617 | $ | 3,325 | $ | 1,853 | ||||||||||||
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See accompanying notes to the condensed consolidated financial statements.
Mondelēz International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in millions of U.S. dollars, except share data)
(Unaudited)
March 31, | December 31, | September 30, | December 31, | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | 1,307 | $ | 1,741 | $ | 844 | $ | 1,741 | ||||||||
Trade receivables (net of allowances of $48 at March 31, 2017 | 3,035 | 2,611 | ||||||||||||||
Other receivables (net of allowances of $96 at March 31, 2017 | 829 | 859 | ||||||||||||||
Trade receivables (net of allowances of $48 at September 30, 2017 | 2,981 | 2,611 | ||||||||||||||
Other receivables (net of allowances of $101 at September 30, 2017 | 932 | 859 | ||||||||||||||
Inventories, net | 2,603 | 2,469 | 2,781 | 2,469 | ||||||||||||
Other current assets | 641 | 800 | 617 | 800 | ||||||||||||
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Total current assets | 8,415 | 8,480 | 8,155 | 8,480 | ||||||||||||
Property, plant and equipment, net | 8,377 | 8,229 | 8,538 | 8,229 | ||||||||||||
Goodwill | 20,515 | 20,276 | 21,071 | 20,276 | ||||||||||||
Intangible assets, net | 18,297 | 18,101 | 18,638 | 18,101 | ||||||||||||
Prepaid pension assets | 162 | 159 | 148 | 159 | ||||||||||||
Deferred income taxes | 359 | 358 | 332 | 358 | ||||||||||||
Equity method investments | 5,594 | 5,585 | 6,060 | 5,585 | ||||||||||||
Other assets | 357 | 350 | 349 | 350 | ||||||||||||
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TOTAL ASSETS | $ | 62,076 | $ | 61,538 | $ | 63,291 | $ | 61,538 | ||||||||
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LIABILITIES | ||||||||||||||||
Short-term borrowings | $ | 4,250 | $ | 2,531 | $ | 4,551 | $ | 2,531 | ||||||||
Current portion of long-term debt | 1,218 | 1,451 | 1,164 | 1,451 | ||||||||||||
Accounts payable | 4,897 | 5,318 | 5,139 | 5,318 | ||||||||||||
Accrued marketing | 1,679 | 1,745 | 1,651 | 1,745 | ||||||||||||
Accrued employment costs | 616 | 736 | 699 | 736 | ||||||||||||
Other current liabilities | 2,397 | 2,636 | 2,831 | 2,636 | ||||||||||||
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Total current liabilities | 15,057 | 14,417 | 16,035 | 14,417 | ||||||||||||
Long-term debt | 12,906 | 13,217 | 12,918 | 13,217 | ||||||||||||
Deferred income taxes | 4,676 | 4,721 | 4,664 | 4,721 | ||||||||||||
Accrued pension costs | 1,717 | 2,014 | 1,684 | 2,014 | ||||||||||||
Accrued postretirement health care costs | 386 | 382 | 395 | 382 | ||||||||||||
Other liabilities | 1,615 | 1,572 | 1,496 | 1,572 | ||||||||||||
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TOTAL LIABILITIES | 36,357 | 36,323 | 37,192 | 36,323 | ||||||||||||
Commitments and Contingencies (Note 11) | ||||||||||||||||
EQUITY | ||||||||||||||||
Common Stock, no par value (5,000,000,000 shares authorized and | – | – | ||||||||||||||
Common Stock, no par value (5,000,000,000 shares authorized and 1,996,537,778 shares issued at September 30, 2017 and December 31, 2016) | – | – | ||||||||||||||
Additionalpaid-in capital | 31,826 | 31,847 | 31,886 | 31,847 | ||||||||||||
Retained earnings | 21,468 | 21,149 | 22,296 | 21,149 | ||||||||||||
Accumulated other comprehensive losses | (10,564 | ) | (11,122 | ) | (9,917 | ) | (11,122 | ) | ||||||||
Treasury stock, at cost (475,623,085 shares at March 31, 2017 and | (17,072 | ) | (16,713 | ) | ||||||||||||
Treasury stock, at cost (501,158,385 shares at September 30, 2017 and 468,172,237 shares at December 31, 2016) | (18,234 | ) | (16,713 | ) | ||||||||||||
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Total Mondelēz International Shareholders’ Equity | 25,658 | 25,161 | 26,031 | 25,161 | ||||||||||||
Noncontrolling interest | 61 | 54 | 68 | 54 | ||||||||||||
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TOTAL EQUITY | 25,719 | 25,215 | 26,099 | 25,215 | ||||||||||||
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TOTAL LIABILITIES AND EQUITY | $ | 62,076 | $ | 61,538 | $ | 63,291 | $ | 61,538 | ||||||||
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See accompanying notes to the condensed consolidated financial statements.
Mondelēz International, Inc. and Subsidiaries
Condensed Consolidated Statements of Equity
(in millions of U.S. dollars, except per share data)
(Unaudited)
Mondelēz International Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Earnings / (Losses) | Treasury Stock | Noncontrolling Interest* | Total Equity | Mondelēz International Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Earnings/ (Losses) | Treasury Stock | Noncontrolling Interest* | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at January 1, 2016 | $ | – | $ | 31,760 | $ | 20,700 | $ | (9,986 | ) | $ | (14,462 | ) | $ | 88 | $ | 28,100 | $ | – | $ | 31,760 | $ | 20,700 | $ | (9,986 | ) | $ | (14,462 | ) | $ | 88 | $ | 28,100 | ||||||||||||||||||||||||
Comprehensive earnings/(losses): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net earnings | – | – | 1,659 | – | – | 10 | 1,669 | – | – | 1,659 | – | – | 10 | 1,669 | ||||||||||||||||||||||||||||||||||||||||||
Other comprehensive earnings/(losses), | – | – | – | (1,136 | ) | – | (17 | ) | (1,153 | ) | – | – | – | (1,136 | ) | – | (17 | ) | (1,153 | ) | ||||||||||||||||||||||||||||||||||||
Exercise of stock options and | – | 87 | (94 | ) | – | 350 | – | 343 | – | 87 | (94 | ) | – | 350 | – | 343 | ||||||||||||||||||||||||||||||||||||||||
Common Stock repurchased | – | – | – | – | (2,601 | ) | – | (2,601 | ) | – | – | – | – | (2,601 | ) | – | (2,601 | ) | ||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($0.72 per share) | – | – | (1,116 | ) | – | – | – | (1,116 | ) | – | – | (1,116 | ) | – | – | – | (1,116 | ) | ||||||||||||||||||||||||||||||||||||||
Dividends paid on noncontrolling interest | – | – | – | – | – | (27 | ) | (27 | ) | – | – | – | – | – | (27 | ) | (27 | ) | ||||||||||||||||||||||||||||||||||||||
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Balances at December 31, 2016 | $ | – | $ | 31,847 | $ | 21,149 | $ | (11,122 | ) | $ | (16,713 | ) | $ | 54 | $ | 25,215 | $ | – | $ | 31,847 | $ | 21,149 | $ | (11,122 | ) | $ | (16,713 | ) | $ | 54 | $ | 25,215 | ||||||||||||||||||||||||
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Comprehensive earnings/(losses): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net earnings | – | – | 630 | – | – | 3 | 633 | – | – | 2,120 | – | – | 6 | 2,126 | ||||||||||||||||||||||||||||||||||||||||||
Other comprehensive earnings/(losses), | – | – | – | 558 | – | 4 | 562 | – | – | – | 1,205 | – | 24 | 1,229 | ||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options and | – | (21 | ) | (21 | ) | – | 114 | – | 72 | – | 39 | (63 | ) | – | 296 | – | 272 | |||||||||||||||||||||||||||||||||||||||
Common Stock repurchased | – | – | – | – | (473 | ) | – | (473 | ) | – | – | – | – | (1,817 | ) | – | (1,817 | ) | ||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($0.19 per share) | – | – | (290 | ) | – | – | – | (290 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($0.60 per share) | – | – | (910 | ) | – | – | – | (910 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends paid on noncontrolling interest | – | – | – | – | – | – | – | – | – | – | – | – | (16 | ) | (16 | ) | ||||||||||||||||||||||||||||||||||||||||
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Balances at March 31, 2017 | $ | – | $ | 31,826 | $ | 21,468 | $ | (10,564 | ) | $ | (17,072 | ) | $ | 61 | $ | 25,719 | ||||||||||||||||||||||||||||||||||||||||
Balances at September 30, 2017 | $ | – | $ | 31,886 | $ | 22,296 | $ | (9,917 | ) | $ | (18,234 | ) | $ | 68 | $ | 26,099 | ||||||||||||||||||||||||||||||||||||||||
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* | Noncontrolling interest as of |
See accompanying notes to the condensed consolidated financial statements.
Mondelēz International, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in millions of U.S. dollars)
(Unaudited)
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
March 31, | September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES | ||||||||||||||||
Net earnings | $ | 633 | $ | 557 | $ | 2,126 | $ | 1,576 | ||||||||
Adjustments to reconcile net earnings to operating cash flows: | ||||||||||||||||
Depreciation and amortization | 200 | 207 | 604 | 615 | ||||||||||||
Stock-based compensation expense | 39 | 30 | 104 | 102 | ||||||||||||
Deferred income tax provision/(benefit) | 13 | (53 | ) | 77 | (163 | ) | ||||||||||
Asset impairments and accelerated depreciation | 80 | 67 | 287 | 262 | ||||||||||||
Loss on early extinguishment of debt | 11 | – | ||||||||||||||
Gain on equity method investment exchange | – | (43 | ) | – | (43 | ) | ||||||||||
Net gain on divestitures | (184 | ) | – | |||||||||||||
Equity method investment net earnings | (66 | ) | (85 | ) | (236 | ) | (218 | ) | ||||||||
Distributions from equity method investments | 122 | 54 | 143 | 75 | ||||||||||||
Othernon-cash items, net | 43 | 102 | (238 | ) | 10 | |||||||||||
Change in assets and liabilities, net of acquisitions and divestitures: | ||||||||||||||||
Receivables, net | (454 | ) | (404 | ) | (387 | ) | (265 | ) | ||||||||
Inventories, net | (95 | ) | (77 | ) | (236 | ) | (121 | ) | ||||||||
Accounts payable | (443 | ) | (135 | ) | (426 | ) | (143 | ) | ||||||||
Other current assets | 126 | 14 | 68 | 79 | ||||||||||||
Other current liabilities | (478 | ) | (463 | ) | (604 | ) | (266 | ) | ||||||||
Change in pension and postretirement assets and liabilities, net | (277 | ) | (225 | ) | (312 | ) | (362 | ) | ||||||||
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Net cash used in operating activities | (557 | ) | (454 | ) | ||||||||||||
Net cash provided by operating activities | 797 | 1,138 | ||||||||||||||
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CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES | ||||||||||||||||
Capital expenditures | (306 | ) | (335 | ) | (721 | ) | (909 | ) | ||||||||
Proceeds from divestitures, net of disbursements | 516 | – | ||||||||||||||
Proceeds from JDE coffee business transaction and divestiture, net of disbursements | – | 275 | ||||||||||||||
Proceeds from sale of property, plant and equipment and other assets | 19 | 19 | 77 | 113 | ||||||||||||
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Net cash used in investing activities | (287 | ) | (316 | ) | (128 | ) | (521 | ) | ||||||||
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CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES | ||||||||||||||||
Issuances of commercial paper, maturities greater than 90 days | 626 | 67 | 1,375 | 1,028 | ||||||||||||
Repayments of commercial paper, maturities greater than 90 days | (513 | ) | – | (1,681 | ) | (337 | ) | |||||||||
Net issuances of other short-term borrowings | 1,587 | 2,246 | 2,266 | 1,533 | ||||||||||||
Long-term debt proceeds | 350 | 1,149 | 350 | 1,149 | ||||||||||||
Long-term debt repaid | (979 | ) | (1,755 | ) | (1,468 | ) | (1,757 | ) | ||||||||
Repurchase of Common Stock | (461 | ) | (1,187 | ) | (1,786 | ) | (1,727 | ) | ||||||||
Dividends paid | (292 | ) | (269 | ) | (869 | ) | (801 | ) | ||||||||
Other | 60 | (44 | ) | 165 | 82 | |||||||||||
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Net cash provided by financing activities | 378 | 207 | ||||||||||||||
Net cash used in financing activities | (1,648 | ) | (830 | ) | ||||||||||||
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Effect of exchange rate changes on cash and cash equivalents | 32 | 31 | 82 | 29 | ||||||||||||
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Cash and cash equivalents: | ||||||||||||||||
Decrease | (434 | ) | (532 | ) | (897 | ) | (184 | ) | ||||||||
Balance at beginning of period | 1,741 | 1,870 | 1,741 | 1,870 | ||||||||||||
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Balance at end of period | $ | 1,307 | $ | 1,338 | $ | 844 | $ | 1,686 | ||||||||
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See accompanying notes to the condensed consolidated financial statements.
Mondelēz International, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation
Our interim condensed consolidated financial statements are unaudited. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of our results of operations, financial position and operating results. Net revenues and net earningscash flows. Results of operations for any interim period are not necessarily indicative of future or annual results.
We derived the condensed consolidated balance sheet data as For a complete set of December 31, 2016 from audited financial statements but do not include all disclosures required by U.S. GAAP. You should read these statements in conjunction with our consolidated financial statements and related notes, inrefer to our Annual Report on Form10-K for the year ended December 31, 2016.
Principles of Consolidation:
The condensed consolidated financial statements include Mondelēz International, Inc. as well as our wholly owned and majority owned subsidiaries, except our VenezuelaVenezuelan subsidiaries. SeeCurrency Translation and Highly Inflationary Accounting: Venezuelabelow for more information. During consolidation, intercompany transactions are eliminated. For any subsidiaries that we do not wholly own, we record a noncontrolling interest and the noncontrolling interest’s share in the resultsAs of the subsidiary thatclose of the 2015 fiscal year, we controldeconsolidated and as such, consolidate.
We account for investments in which we exercise significant influence(20%-50% ownership interest) under the equity method of accounting. We usechanged to the cost method of accounting for investments in whichour Venezuelan operations. As such, for all periods presented, we have an ownership interestexcluded the results of less than 20%operations, financial position and in which we do not exercise significant influence.cash flows of our Venezuelan subsidiaries from our condensed consolidated financial statements.
Segment ChangeChange::
On October 1, 2016, we integrated our Eastern Europe, Middle East, and Africa (“EEMEA”) operating segment into our Europe and Asia Pacific operating segments to further leverage and optimize the operating scale built within the Europe and Asia Pacific regions. Russia, Ukraine, Turkey, Belarus, Georgia and Kazakhstan were combined within our Europe region, while the remaining Middle East and African countries were combined within our Asia Pacific region to form a new Asia, Middle East and Africa (“AMEA”) operating segment. We have reflected the segment change as if it had occurred in all periods presented.
As of October 1, 2016, our operations and management structure were organized into four reportable operating segments:
See Note 15,Segment Reporting, for additional information on our segments.
Currency Translation and Highly Inflationary Accounting:
We translate the results of operations of our subsidiaries from multiple currencies using average exchange rates during each period and translate balance sheet accounts using exchange rates at the end of each period. We record currency translation adjustments as a component of equity (except for highly inflationary currencies) and realized exchange gains and losses on transactions in earnings.
Highly inflationary accounting is triggered when a country’s three-year cumulative inflation rate exceeds 100%. It requires the remeasurement of financial statements of subsidiaries in the country, from the functional currency of the subsidiary to our U.S. dollar reporting currency, with currency remeasurement gains or losses recorded in earnings. As of March 31,September 30, 2017, none of our consolidated subsidiaries were subject to highly inflationary accounting.
United Kingdom.Argentina.On June 23, 2016, the United Kingdom (“U.K.”) voted by referendumWe continue to exit the European Union (the vote is commonly referred to as “Brexit”). On March 29, 2017, the U.K. invoked E.U. Article 50, which is the first step of the formal exit. This starts thetwo-year window in which the U.K.closely monitor inflation and the European Commission can negotiate future terms for imports, exports, taxes, employment, immigration and other areas, ending in the exit of the U.K. from the European Union.
Brexit has caused volatility in global stock markets and currency exchange rates, affecting the markets in which we operate. The implications of Brexit could adversely affect demand for our products, our financial results and operations, and our relationships with customers, suppliers and employees in the short or long-term. The value of the British pound sterling relative to the U.S. dollar fell by 9% on June 24, 2016 and declined an additional 11% in 2016. In the first quarter of 2017, the value of the British pound sterling relative to the U.S. dollar increased 2%. Further volatility in the exchange rate is expected over the transition period.
As the business operating environment remains uncertain, we continue to monitor our investments and currency exposures abroad. As the U.K. is not a highly-inflationary economy, we record currency translation adjustments within equity and realized exchange gains and losses on transactions in earnings. While we did not experience significant business disruptions in our U.K. businesses following the referendum, the devaluation of the British pound sterling in 2016 adversely affected our translated results reported in U.S. dollars. We have a natural hedge in the form of pound sterling-denominated debt that acts as a net investment hedge, moving counter to adverse pound sterling currency translation impacts. British pound sterling currency transaction risks are largely mitigated due to our global chocolate businesses buying cocoa in British pound sterling. Our U.K. operations contributed $536 million, or 8.4% of consolidated net revenuespotential for the three months ended March 31, 2017.
Venezuela.As of the close of the 2015 fiscal year, we deconsolidated and changedeconomy to the cost method of accounting for our Venezuelan operations. Beginning in 2016, we no longer included net revenues, earnings or net assets of our Venezuelan subsidiaries within our condensed consolidated financial statements. Under the cost method of accounting, earnings are only recognized to the extent cash is received. Given the current and ongoing difficult economic, regulatory and business environment in Venezuela, there continues to be significant uncertainty related to our operations in Venezuela, and we expect these conditions will continue for the foreseeable future. We will monitor the extent of our ability to control our Venezuelan operations and the liquidity and availability of U.S. dollars at different rates, as our current situation in Venezuela may change over time and lead to consolidation at a future date.
Argentina. On December 16, 2015, the new Argentinean government fiscal authority announced the lifting of strict currency controls and reduced restrictions on exports and imports. The value of the Argentinean peso relative to the U.S. dollar fell by 36% the next day and declined an additional 23% in 2016. In the first quarter of 2017, the value of the peso relative to the U.S. dollar increased 3%. Further volatility in the exchange rate is expected. While the business operating environment remains challenging, we continue to monitor and actively manage our investment and exposures in Argentina. We have been executing our hedging programs and refining our product portfolio to improve our product offerings, mix and profitability. We also continue to implement additional cost reduction initiatives to optimize and streamline our manufacturing facilities and commercial operations to protect the business together with pricing strategy to offsetbecome highly inflationary pressures. While further currency declines could have an adverse impact on our ongoing results of operations, we believe the actions by the government to reduce economic controls and business restrictions will provide favorable opportunities for our Argentinean subsidiaries. Our Argentinean operations contributed $142 million, or 2.2% of consolidated net revenues for the three months ended March 31, 2017, and our Argentinian operations had a net monetary liability position as of March 31, 2017. The economy in Argentina has had significant inflation in recent years and has been close to becoming a highly-inflationary economy for accounting purposes. As of March 31,September 30, 2017, itthe Argentinian economy was not and we continue to closely monitor the potential for applying highly-inflationary economy accounting.designated as highly inflationary. At this time, we continue to record currency translation adjustments within equity and realized exchange gains and losses on transactions in earnings. Our Argentinian operations contributed $152 million, or 2.3% of consolidated net revenues in the three months and $454 million, or 2.4% of consolidated net revenues in the nine months ended September 30, 2017, and our Argentinian operations had a net monetary liability position as of September 30, 2017.
Ukraine. InBeginning in the firstsecond quarter of 2017, the National Bank of Ukraine published the three-year cumulative inflation rate for Ukraine, which was 101% at December 31, 2016. As the rate was over 100%, the Ukrainian economy met the criteria to be considered highly inflationary under U.S. GAAP for reporting periods beginning on or after January 1, 2017. Basedbased on projected inflation data published by the National Bank of Ukraine, and index data included in the International Monetary Fund’s October 2016 World Economic Outlook report, Ukraine’s cumulative inflation rate is projected to be below 100% later in 2017. Based on the materiality of our Ukraine operations and projected decrease in the three-year cumulative inflation rate dropped below 100% and it is projected to stay below 100% for the 100% threshold later in 2017, we did not adoptrest of the year. As such, Ukraine is no longer designated highly inflationary accounting rules this quarter, which would entail recording Ukrainian hryvnia monetary transactions in U.S. dollars, and we continue to monitor the situation.record currency translation adjustments within equity and realized exchange gains and losses on transactions in earnings. Our UkraineUkrainian operations contributed 0.2%$21 million, or 0.3%, of consolidated net revenues forin the three months and $51 million, or 0.3% of consolidated net revenues in the nine months ended March 31,September 30, 2017, and our UkraineUkrainian net monetary assets as of March 31,September 30, 2017 were not material.
Other Countries.Since we sell in approximately 165 countries and have operations in over 80 countries and sell in approximately 165 countries, we monitor economic and currency-related risks and seek to take protective measures in response to these exposures. Some of the countries in which we do business have recently experienced periods of significant economic uncertainty. These include Brazil, China, Mexico, Russia, United Kingdom (Brexit), Turkey, Egypt, Nigeria and South Africa, most of which have had exchange rate volatility. We continue to monitor operations, currencies and net monetary exposures in these countries. At this time, we do not anticipate anya risk to our operating results from changing to highly inflationary accounting in these countries.
Transfers of Financial Assets:
We account for transfers of financial assets, such as uncommitted revolvingnon-recourse accounts receivable factoring arrangements, when we have surrendered control over the related assets. Determining whether control has transferred requires an evaluation of relevant legal considerations, an assessment of the nature and extent of our continuing involvement with the assets transferred and any other relevant considerations. We use receivable factoring arrangements periodically when circumstances are favorable to manage liquidity. We have a factoring arrangement with a major global bank for a maximum combined capacity of $870 million.$1.0 billion. Under the program, we may sell eligible short-term trade receivables to the bank in exchange for cash. We then continue to collect the receivables sold, acting solely as a collecting agent on behalf of the bank. The outstanding principal amount of receivables under this arrangement amounted to $630$650 million as of March 31,September 30, 2017 and $644 million as of December 31, 2016. The incremental cost of factoring receivables under this arrangement was approximately $1 millionnot material for all periods presented. The proceeds from the sales of receivables are included in cash from operating activities in the first quarterscondensed consolidated statements of 2017 and 2016 and was recorded in net revenue. During our contract negotiations with customers, we also work with our customers to achieve earlier collection of receivables. The outstanding principal amount of receivables under these arrangements amounted to $81 million as of March 31, 2017 and $101 million as of December 31, 2016. The incremental cost of these arrangements was less than $1 million in the first quarters of 2017 and 2016 and was recorded in net revenue.cash flows.
New Accounting Pronouncements:
In MarchAugust 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) to better align hedge accounting with an entity’s risk management activities and improve disclosures surrounding hedging. For cash flow and net investment hedges as of the adoption date, the ASU requires a modified retrospective transition approach. Presentation and disclosure requirements related to this ASU are required prospectively. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently assessing the impact on our consolidated financial statements.
In May 2017, the FASB issued an ASU to clarify when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The ASU is applied prospectively to awards that are modified on or after the adoption date. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We do not anticipate a material impact to our consolidated financial statements.
In March 2017, the FASB issued an ASU to amend the amortization period for certain purchased callable debt securities held at a premium, shortening the period to the earliest call date instead of the maturity date. The standard does not impact securities held at a discount as the discount continues to be amortized to maturity. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted, and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently assessing thedo not anticipate a material impact onto our condensed consolidated financial statements.
In March 2017, the FASB issued an ASU to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. The standard requires employers to disaggregate the service cost component from the other components of net benefit cost and disclose the amount and location where the net benefit cost is recorded in the income statement or capitalized in assets. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The standard is to be applied on a retrospective basis for the change in presentation in the income statement and prospectively for the change in presentation on the balance sheet. We are currently assessing the impact on our condensed consolidated financial statements.
In January 2017, the FASB issued an ASU that simplifies the accounting for goodwill impairments by eliminating “Step 2” from the goodwill impairment testing. In Step 2, a goodwill impairment loss is measured by comparing the carrying amount of a reporting unit’s goodwill with the goodwill’s implied fair value. To compute the implied fair value of goodwill, it is necessary to assign the fair value of a reporting unit to all of its assets and liabilities as if the reporting unit had been acquired in a business combination. Under the new guidance, goodwill impairment losses are calculated based on the “Step 1” computation with the impairment loss being equal to the amount by which a reporting unit’s carrying amount exceeds its implied fair value, limited to the total amount of goodwill allocated to the reporting unit. The ASU is effective for fiscal years beginning after December 15, 2019 and is to be applied prospectively. Early2017, with early adoption is permitted for interim or annual goodwill impairment tests performedpermitted. We will adopt the standard on testing dates after January 1, 2017. We elected2018. For information on our service cost and other components of net periodic benefit cost for pension, postretirement benefit and post-employment plans, see Note 9,Benefit Plans, in this Form 10-Q and Note 9,Benefit Plans, to early adopt this standard on March 31, 2017 as it simplifies the goodwill testing model. There was no impact to our condensed consolidated financial statements from adoptingin our Annual Report on Form 10-K for the standard.fiscal year ended December 31, 2016.
In January 2017, the FASB issued an ASU that clarifies the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business may affect many areas of accounting including acquisitions, disposals, goodwill and consolidation. The ASU is applied on a prospective basis and is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We continue to assess the ASU based on any pending or new transactions that may arise prior to the January 1, 2018 adoption date. At this time, we do not anticipate early adopting nor a material impact on our condensed consolidated financial statements.
In November 2016, the FASB issued an ASU that requires the change in restricted cash or cash equivalents to be included with other changes in cash and cash equivalents in the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We anticipate adopting this standard at the same time as the cash flow statement classification changes described below go into effect on January 1, 2018. We continueThis ASU is not expected to assess thehave a material impact on our condensed consolidated statement of cash flows.
In October 2016, the FASB issued an ASU that requires the recognition of tax consequences of intercompany asset transfers other than inventory when the transfer occurs and removes the exception to postpone recognition until the asset has been sold to an outside party. The standard is to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We anticipate adopting on January 1, 2018 and do not expect the ASU to have a material impact on our condensed consolidated financial statements.
In August 2016, the FASB issued an ASU to provide guidance on eight specific cash flow classification issues and reduce diversity in practice in how some cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We anticipate adopting this standard on January 1, 2018. We continueThis ASU is not expected to assess thehave a material impact on our condensed consolidated statement of cash flows.
In March 2016, the FASB issued an ASU to simplify the accounting for stock-based compensation. The ASU addresses several areas of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and cash flow statement presentation. The ASU is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We adopted the standard on January 1, 2017. Following adoption, during the first quarter of 2017, we recorded a $14 million stock-based compensation tax benefit in earnings (within the provision for income taxes) and we will continue to record the stock-based compensation tax impacts (related to stock awards vesting and stock option exercises) within earnings each quarter on a prospective basis. We have also elected to continue to estimate forfeitures and not record forfeitures as they occur. Under the former guidance and for periods prior to January 1, 2017, we recorded the tax impacts directly to equity (within additionalpaid-in capital). In addition, we no longer reflect the cash received from the excess tax benefit within cash flows from financing activities but instead now, and on a prospective basis, reflect this benefit within cash flows from operating activities in the condensed consolidated statements of cash flows. We anticipate greater volatility in our condensed consolidated statements of earnings as a result of adopting this new standard as tax impacts that formerly were recorded in equity will impact our ongoing earnings.financial statements.
In February 2016, the FASB issued an ASU on lease accounting. The ASU revises existing U.S. GAAP and outlines a new model for lessors and lessees to use in accounting for lease contracts. The guidance requires lessees to recognize aright-of-use asset and a lease liability on the balance sheet for all leases, with the exception of short-term leases. In the statement of earnings, lessees will classify leases as either operating (resulting in straight-line expense) or financing (resulting in a front-loaded expense pattern). The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We anticipate adopting the new standard on January 1, 2019. We continue to make progress in our due diligence and assess the impact of the new standard across our operations and on our condensed consolidated financial statements, which will consist primarily of recording lease assets and liabilities on our balance sheet for our operating leases.
In January 2016, the FASB issued an ASU that provides updated guidance for the recognition, measurement, presentation and disclosure of financial assets and liabilities. The standard requires that equity investments (other than those accounted for under equity method of accounting or those that result in consolidation of the investee) be measured at fair value, with changes in fair value recognized in net income. The standard also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The ASU is effective for fiscal years beginning after December 15, 2017. This ASU is not expected to have a significantmaterial impact on our condensed consolidated financial statements.
In May 2014, the FASB issued an ASU on revenue recognition from contracts with customers. The ASU outlines a new, single comprehensive model for companies to use in accounting for revenue. The core principle is that an entity should recognize revenue to depict the transfer of control over promised goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for the goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows from customer contracts, including significant judgments made in recognizing revenue. In 2016 and early 2017, the FASB issued several ASUs that clarified principal versus agent (gross versus net) revenue presentation considerations, confirmed the accounting for certain prepaid stored-value products and clarified the guidance for identifying performance obligations within a contract, the accounting for licenses and partial sales of nonfinancial assets. The FASB also issued two ASUs providing technical
corrections, narrow scope exceptions and practical expedients to clarify and improve the implementation of the new revenue recognition guidance. The revenue guidance is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date (annual reporting periods beginning after December 15, 2016). The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment as of the date of adoption. We plan to adopt the new standard on January 1, 2018 on a full retrospective basis. We continue to make significant progressare finalizing reviews and working on quantifyingimplementing the impact of the ASU on our condensed consolidated financial statements and planning the final process, policy and disclosure changes that will go into effect on January 1, 2018. At this time, we do not expect a material financial impact from adopting the new revenue standards.
Reclassifications:
Certain amounts previously reported have been reclassified to conform to current-year presentation. In connection with the segment change that went into effect on October 1, 2016 assegment change described above, see Notesprior-period segment information was updated to reflect the new segment structure. See Note 5,Goodwill and Intangible Assets; Note 6,2014-2018 Restructuring Program;and Note 15,Segment Reporting for information on related changes made in prior-period segment goodwill and segment net revenues and earnings.. We also reclassified certain amounts previously reported within our condensed consolidated statements of comprehensive earnings and Note 12,Reclassifications from Accumulated Other Comprehensive Income, to be consistent with the current-year presentation.
Note 2. Divestitures and Acquisitions
JDE Coffee Business Transactions:
On July 2, 2015, we completed transactions to combine our wholly owned coffee businesses with those of D.E Master Blenders 1753 B.V. (“DEMB”) to create a new company, Jacobs Douwe Egberts (“JDE”). Following the exchange of a portion of our investment in JDE for an interest in Keurig Green Mountain, Inc. (“Keurig”) in March 2016, we held a 26.5% equity interest in JDE. (See discussion underKeurig Transactionbelow.) The remaining 73.5% equity interest in JDE was held by a subsidiary of Acorn Holdings B.V. (“AHBV,” owner of DEMB prior to July 2, 2015). Following the transactions discussed underJDE Stock-Based Compensation Arrangementsbelow, as of March 31,September 30, 2017, we hold a 26.5% voting interest, a 26.4% ownership interest and a 26.3%26.2% profit and dividend sharing interest in JDE. In the first quarter of 2017, weWe recorded $18$50 million of JDE equity earnings for three months and $88 million for the nine months ended September 30, 2017 and losses of $3 million for the three months and earnings of $89 million for the nine months ended September 30, 2016. We also recorded $49 million of cash dividends received and induring the first quarter of 2017.
On July 5, 2016, we recorded $47received an expected cash payment of $275 million from JDE to settle the receivable related to tax formation costs that were part of the initial sales price.
On July 19, 2016, the Supreme Court of Spain reached a final resolution on a challenged JDE tax position held by a predecessor DEMB company that resulted in an unfavorable tax expense of€114 million. As a result, our share of JDE’s equity earnings.earnings during the third quarter of 2016 was negatively affected by€30 million ($34 million as of September 30, 2016).
JDE Stock-Based Compensation Arrangements:
On June 30, 2016, we entered into agreements with AHBV and its affiliates to establish a new stock-based compensation arrangement tied to the issuance of JDE equity compensation awards to JDE employees. This arrangement replaced a temporary equity compensation program tied to the issuance of AHBV equity compensation to JDE employees. New Class C, D and E JDE shares were authorized and issued for investments made by, and vested stock-based compensation awards granted to, JDE employees. Under these arrangements, share ownership dilution from the JDE Class C, D and E shareholders is limited to 2%. We retained our 26.5% voting rights and have a slightly lower portion of JDE’s profits and dividends than our shareholder ownership interest as certain employee shareholders receive a slightly larger share. Upon execution of the agreements and the creation of the Class C, D and E JDE shares, as a percentage of the total JDE issued shares, our Class B shares decreased from 26.5% to 26.4% and AHBV’s Class A shares decreased from 73.5% to 73.22%, while the Class C, D and E shares, held by AHBV and its affiliates until the JDE employee awards vest, comprised 0.38% of JDE’s shares. Additional Class C shares are available to be issued when planned long-term incentive plan (“JDE LTIP”) awards vest, generally over the next five years. When the JDE Class C shares are issued in connection with the vested JDE LTIP awards, the Class A and B relative ownership interests will decrease. Based on estimated achievement and forfeiture assumptions, we do not expect our JDE ownership interest to decrease below 26.27%.
Keurig Transaction:
On March 3, 2016, a subsidiary of AHBV completed a $13.9 billion acquisition of all of the outstanding common stock of Keurig through a merger transaction. On March 7, 2016, we exchanged with a subsidiary of AHBV a portion of our equity interest in JDE with a carrying value of€1.7 billion (approximately $2.0 billion as of March 7, 2016) for an interest in Keurig with a fair value of $2.0 billion based on the merger consideration per share for Keurig. We recorded the difference between the fair value of Keurig and our basis in JDE shares as a $43 million gain on the equity method investment exchange in March 2016. Immediately following the exchange, our ownership interest in JDE was 26.5% and our interest in Keurig was 24.2%. Both AHBV and we hold our investments in Keurig through a combination of equity and interests in a shareholder loan, withpro-rata ownership of each. Our initial $2.0 billion investment in Keurig includes a $1.6 billion Keurig equity interest and a $0.4 billion shareholder loan receivable, which are reported on a combined basis within equity method investments on our condensed consolidated balance sheet as of March 31,September 30, 2017. The shareholder loan has a 5.5% interest
rate and is payable at the end of a seven-year term on February 27, 2023. DuringWe recorded Keurig equity earnings, shareholder loan interest and dividends of $25 million, $6 million and $5 million during the three months and $54 million, $18 million and $11 million during the nine months ended March 31, 2017, the Keurig acquisition purchase price allocation was finalized and all related purchase accounting remeasurement updates were reflected in our first quarter 2017 results or prior quarters.September 30, 2017. In the first quarter of 2017,2016, we recorded Keurig equity earnings, shareholder loan interest and dividends of $10 million, $6 million and $2 million during the three months and $39 million, $14 million and shareholder loan interest income$4 million during the seven months ended September 30, 2016.
Other Divestitures and Acquisitions:
On October 2, 2017, we completed the sale of $6one of our equity method investments and received cash proceeds of $65 million.
In connection with the 2012 spin-off of Kraft Foods Group, Inc. (now a part of The Kraft Heinz Company (“KHC”)), Kraft Foods Group and we each granted the other various licenses to use certain trademarks in connection with particular product categories in specified jurisdictions. On August 17, 2017, we entered into two agreements with KHC to terminate the licenses of certain KHC-owned brands used in our grocery business within our Europe region and to transfer to KHC inventory and certain other assets. On August 17, 2017, the first transaction closed and we received cash proceeds of€9 million ($11 million as of August 17, 2017) and on October 23, 2017, the second transaction closed and we received cash proceeds of€3 million ($3 million as of October 23, 2017). The gain on both transactions combined is expected to be immaterial.
On July 4, 2017, we completed the sale of most of our grocery business in Australia and New Zealand to Bega Cheese Limited for $456 million Australian dollars ($347 million as of July 4, 2017) and we expect to make a final working capital adjustment next quarter. We also received $12divested $27 million of interest payments on the shareholder loancurrent assets, $135 million of non-current assets and $4 million of dividends. Incurrent liabilities based on the first quarterJuly 4, 2017 exchange rate. We recorded a pre-tax gain of 2016 (since March 7, 2016), we recorded Keurig equity earnings$247 million Australian dollars ($187 million as of $8 million and shareholder loan interest incomeJuly 4, 2017) on the sale during the three months ended September 30, 2017. We incurred divestiture-related costs of $2 million that we received in cash in the second quartersix months ended June 30, 2017. We also had a gain on a foreign currency hedge of 2016.
Other Divestitures$2 million in the three months and Acquisitions:a net loss of $3 million in the nine months ended September 30, 2017.
On April 28, 2017, we completed the sale of several manufacturing facilities in France and the sale or license of several local confectionery brands. The sale priceWe received net cash of approximately€185157 million ($202169 million as of April 28, 2017) takes into account estimated sales price adjustments related to, net of cash employee-related liabilities and working capital transferred at closing. The sale was subject to E.U. and local regulatory approvals, completion of employee consultation requirements and additional steps to preparedivested with the assets for transfer. During the fourth quarter of 2016, the buyer obtained anti-trust clearance in all markets where it was required andbusinesses. On April 28, 2017, we received the Works Council approval. As of March 31, 2017, the held for sale assets and liabilities consisted of $110divested $44 million of current assets, $156$155 million ofnon-current assets, $40$8 million of current liabilities and $26$22 million ofnon-current liabilities based on the March 31,April 28, 2017euro-to-U.S. dollar exchange rate. In March 2017, weWe recorded€17 a $3 million ($18loss on the sale during the three months ended June 30, 2017. We incurred divestiture-related costs of $1 million as of March 31, 2017) of incremental expenses and an impairment of fixed assets primarily due to an agreed reduction in the sales price. We do not expect a significant impactthree months and $22 million in the second quarternine months ended September 30, 2017 and no divestiture-related costs in the three months and $84 million in the nine months ended September 30, 2016. These costs were recorded within cost of 2017 as a resultsales and selling, general and administrative expenses of closing the transaction.our Europe segment. In prior periods, we recorded a $5 million impairment charge in May 2016 for a candy trademark to reduce the overall net assets to the estimated net sales proceeds after transaction costs. On March 31, 2016, we recorded a $14 million impairment charge on March 31, 2016 for aanother gum & candy trademark as a portion of its carrying value would not be recoverable based on future cash flows expected under a planned license agreement with the buyer. In May 2016, we recorded a $5 million impairment charge for another candy trademark to reduce the overall net assets to the estimated net sales proceeds after transaction costs.
On January 18, 2017, we reached an agreement to sell most of our grocery business in Australia and New Zealand to Bega Cheese Limited for approximately $460 million Australian dollars ($351 million as of March 31, 2017). As of March 31, 2017, the asset group to be sold consisted of approximately $25 million of current assets and approximately $125 million ofnon-current assets based on the March 31, 2017Australian-to-U.S. dollar exchange rate. We expect the transaction to close inmid-2017.
On November 2, 2016, we purchased from Burton’s Biscuit Company certain intangibles, which includeincluded the license to manufacture, market and sell Cadbury-branded biscuits in additional key markets around the world, including in the U.K.,United Kingdom, France, Ireland, North America and Saudi Arabia. The transaction was accounted for as a business combination. Total cash paid for the acquired assets was £199 million ($245 million as of November 2, 2016). We are working to completeDuring the third quarter of 2017, we completed the valuation work and have recorded a preliminaryfinalized the purchase price allocation of $72$66 million to definite-lived intangible assets, $155$173 million to goodwill, $14$2 million to property, plant and equipment and $4 million to inventory.inventory, reflecting a November 2, 2016 exchange rate.
On May 2, 2016, we completed the sale of certain local biscuit brands in Finland as part of our strategic decision to exit select small and local brands and shift investment toward our Power Brands. The sales price was€14 million ($16 million as of May 2, 2016) and we divested $8 million of indefinite-lived intangible assets and less than $1 million of other assets. We received cash proceeds of€12 million ($14 million as of May 2, 2016) upon closing and another€2 million ($2 million as of October 31, 2016) following the completion of post-closing requirements. The additional $2 million of consideration increased the pre-tax gain of $6 million recorded in the second quarter of 2016 to a total 2016 pre-tax gain of $8 million.
Sales of Property:
In the third quarter of 2016, we sold property in North America that generated cash proceeds of $10 million and a pre-tax gain of $6 million and we sold a corporate aircraft hangar that generated cash proceeds of $3 million and a pre-tax gain of $1 million. In the second quarter of 2016, we also sold property within our North America segment and from our centrally held corporate assets. The North America sale generated cash proceeds of $40 million and a pre-tax gain of $33 million. The corporate aircraft sale generated cash proceeds of $20 million and a pre-tax gain of $6 million. The gains were recorded within selling, general and administrative expenses and cash proceeds were recorded in cash flows from other investing activities in the nine months ended September 30, 2016.
Note 3. Inventories
Inventories consisted of the following:
As of March 31, | As of December 31, | |||||||
2017 | 2016 | |||||||
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Raw materials | $ | 752 | $ | 722 | ||||
Finished product | 1,978 | 1,865 | ||||||
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2,730 | 2,587 | |||||||
Inventory reserves | (127 | ) | (118 | ) | ||||
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Inventories, net | $ | 2,603 | $ | 2,469 | ||||
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(in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Raw materials | $ | 764 | $ | 722 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Finished product | 2,154 | 1,865 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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2,918 | 2,587 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory reserves | (137 | ) | (118 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Inventories, net | $ | 2,781 | $ | 2,469 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Note 4. Property, Plant and Equipment Property, plant and equipment consisted of the following:
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As of September 30, | As of December 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2017 | 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Land and land improvements | $ | 469 | $ | 471 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Buildings and building improvements | 2,971 | 2,801 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Machinery and equipment | 11,179 | 10,302 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Construction in progress | 1,014 | 1,113 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
15,633 | 14,687 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated depreciation | (7,095 | ) | (6,458 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, plant and equipment, net | $ | 8,538 | $ | 8,229 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
For the nine months ended September 30, 2017, capital expenditures of $721 million excluded $220 million of accrued capital expenditures remaining unpaid at September 30, 2017 and included payment for a portion of the $343 million of capital expenditures that were accrued and unpaid at December 31, 2016. For the nine months ended September 30, 2016, capital expenditures of $909 million excluded $274 million of accrued capital expenditures remaining unpaid at September 30, 2016 and included payment for $322 million of capital expenditures that were accrued and unpaid at December 31, 2015.
In connection with our restructuring program, we recorded non-cash asset write-downs (including accelerated depreciation and asset impairments) of $46 million in the three months and $164 million in the nine months ended September 30, 2017 and $120 million in the three months and $233 million in the nine months ended September 30, 2016 (see Note 6,2014-2018 Restructuring Program). These charges were recorded in the condensed consolidated statements of earnings within asset impairment and exit costs and in the segment results as follows:
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
(in millions) | ||||||||||||||||
Latin America | $ | 13 | $ | 3 | $ | 25 | $ | 16 | ||||||||
AMEA | 20 | 9 | 62 | 30 | ||||||||||||
Europe | 10 | 49 | 52 | 87 | ||||||||||||
North America | 3 | 59 | 25 | 98 | ||||||||||||
Corporate | – | – | – | 2 | ||||||||||||
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Total non-cash assetwrite-downs | $ | 46 | $ | 120 | $ | 164 | $ | 233 | ||||||||
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Note 5. Goodwill and Intangible Assets
Goodwill by segment below reflects our current segment structure for both periods presented:
As of March 31, | As of December 31, | |||||||
2017 | 2016 | |||||||
(in millions) | ||||||||
Latin America | $ | 947 | $ | 897 | ||||
AMEA | 3,388 | 3,324 | ||||||
Europe | 7,289 | 7,170 | ||||||
North America | 8,891 | 8,885 | ||||||
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Goodwill | $ | 20,515 | $ | 20,276 | ||||
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Latin America AMEA Europe North America Goodwill As of September 30, As of December 31, 2017 2016 (in millions) $ 947 $ 897 3,349 3,324 7,837 7,170 8,938 8,885 $ 21,071 $ 20,276
Intangible assets consisted of the following:
As of March 31, | As of December 31, | |||||||||||||||
2017 | 2016 | As of September 30, | As of December 31, | |||||||||||||
(in millions) | 2017 | 2016 | ||||||||||||||
(in millions) | ||||||||||||||||
Non-amortizable intangible assets | $ | 17,229 | $ | 17,004 | $ | 17,625 | $ | 17,004 | ||||||||
Amortizable intangible assets | 2,349 | 2,315 | 2,414 | 2,315 | ||||||||||||
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19,578 | 19,319 | 20,039 | 19,319 | |||||||||||||
Accumulated amortization | (1,281 | ) | (1,218 | ) | (1,401 | ) | (1,218 | ) | ||||||||
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Intangible assets, net | $ | 18,297 | $ | 18,101 | $ | 18,638 | $ | 18,101 | ||||||||
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Non-amortizable intangible assets consist principally of brand names purchased through our acquisitions of Nabisco Holdings Corp., the Spanish and Portuguese operations of United Biscuits, the globalLU biscuit business of Groupe Danone S.A. and Cadbury Limited. Amortizable intangible assets consist primarily of trademarks, customer-related intangibles, process technology, licenses andnon-compete agreements. At March 31,September 30, 2017, the weighted-average life of our amortizable intangible assets was 13.513.6 years.
Amortization expense for intangible assets was $44$45 million infor the three months and $133 million for the nine months ended March 31,September 30, 2017 and in$44 million for the three months and $132 million for the nine months ended March 31,September 30, 2016. WeFor the next five years, we currently estimate annual amortization expense of approximately $180 million for each of the next four years and approximately $90 million in year five, years to be approximately $155 million, estimated using March 31,reflecting September 30, 2017 exchange rates.
Changes in goodwill and intangible assets consisted of:
Intangible | ||||||||||||||||
Goodwill | Assets, at cost | |||||||||||||||
(in millions) | Goodwill | Intangible Assets, at cost | ||||||||||||||
(in millions) | ||||||||||||||||
Balance at January 1, 2017 | $ | 20,276 | $ | 19,319 | $ | 20,276 | $ | 19,319 | ||||||||
Currency | 239 | 259 | 889 | 898 | ||||||||||||
Divestitures | (109 | ) | (62 | ) | ||||||||||||
Acquisition | 15 | (7 | ) | |||||||||||||
Asset impairments | – | (109 | ) | |||||||||||||
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Balance at March 31, 2017 | $ | 20,515 | $ | 19,578 | ||||||||||||
Balance at September 30, 2017 | $ | 21,071 | $ | 20,039 | ||||||||||||
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Changes to goodwill and intangibles were:
• | Divestitures – During 2017, we divested several manufacturing facilities, primarily in France, and as a result of the divestiture, $23 million of goodwill and $62 million of amortizable and non-amortizable intangible assets. In the third quarter, we also completed a sale of most of our grocery business in Australia and New Zealand resulting in a goodwill decrease of $86 million. See Note 2,Divestitures and Acquisitions, for additional information. |
• | Acquisition – During 2017, we recorded a $15 million adjustment to goodwill and a $7 million adjustment to indefinite lived assets in connection with finalizing the valuation and purchase price allocation for the Burton’s Biscuit Company purchase completed in the fourth quarter of 2016. See Note 2,Divestitures and Acquisitions, for additional information. |
We have historically annually tested goodwill and non-amortizable intangible assets for impairment as of October 1. This year, we voluntarily changed the annual impairment assessment date from October 1 to July 1. We believe this measurement date, which represents a change in the method of applying an accounting principle, is preferable because it better aligns with our strategic business planning process and financial forecasts which are key components of the annual impairment tests. The change in the measurement date did not delay, accelerate or prevent an impairment charge. Each quarter, we have evaluated goodwill and intangible asset impairment risks and recognized any related impairments to date. As such, the change in the annual test date was applied on July 1, 2017.
As part of our goodwill quantitative annual impairment testing, we compare a reporting unit’s estimated fair value with its carrying value to evaluate the risk of potential goodwill impairment. We estimate a reporting unit’s fair value using a discounted cash flow method which incorporates planned growth rates, market-based discount rates and estimates of residual value. This year, for our Europe and North America reporting units, we used a market-based, weighted-average cost of capital of 7.2% to discount the projected cash flows of those operations. For our Latin America and AMEA reporting units, we used a risk-rated discount rate of 10.2%. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans and industry and economic conditions, and our actual results and conditions may differ over time. If the carrying value of a reporting unit’s net assets exceeds its fair value, we would record an impairment based on the difference between the carrying value and fair value of the reporting unit.
In 2017 and 2016, there were no goodwill impairments and each of our reporting units had sufficient fair value in excess of its carrying value. While all reporting units passed our annual impairment testing, if planned business performance expectations are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then the estimated fair values of a reporting unit or reporting units might decline and lead to a goodwill impairment in the future.
During our 20162017 annual testing ofnon-amortizable intangible assets, we recorded $98$70 million of impairment charges in the fourththird quarter of 20162017 related to five trademarks. The impairments arose due to lower than expected product growth in part driven by decisions to redirect support from these trademarks to other regional and global brands. We recorded across all regions.charges related to candy and gum trademarks of $52 million in AMEA, $11 million in Europe, $5 million in Latin America and $2 million in North America. The impairment charges were calculated as the excess of the carrying value over the estimated fair value of the intangible assets on a global basis and were recorded within asset impairment and exit costs. We primarily use a relief of royalty valuation method, which utilizes estimates of future sales, growth rates, royalty rates and discount rates in determining a brand’s global fair value. We also noted ninethirteen brands, including the five impaired trademarks, with $630$965 million of aggregate book value as of December 31, 2016September 30, 2017 that each had a fair value in excess of book value of 10% or less. While the other four intangible assets passed our annual impairment testing and weWe believe our current plans for each of these brands will allow them to continue to not be impaired, but if the product line expectations are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then a brand or brands could become impaired in the future.
Note 6. 2014-2018 Restructuring Program
On May 6, 2014, our Board of Directors approved a $3.5 billion restructuring program comprised of approximately $2.5 billion in cash costs and $1 billion innon-cash costs (the “2014-2018 Restructuring Program”) and up to $2.2 billion of capital expenditures. On August 31, 2016, our Board of Directors approved a $600 million reallocation withinbetween restructuring program cash costs and capital expenditures so that now the $5.7 billion total cost of the programs of $600 million of previously approved capital expenditures to be spent on restructuring program cash costs. There was no change to the total $5.7 billion cost of the program and no change to the total $4.7 billion of cash outlays. The $5.7 billion total cost of the program is now comprisedconsists of approximately $4.1 billion of restructuring program costs ($3.1 billion cash costs and $1 billionnon-cash costs) and up to $1.6 billion of capital expenditures. The primary objective of the 2014-2018 Restructuring Program is to reduce our operating cost structure in both our supply chain and overhead costs. The program is intended primarily to cover severance as well as asset disposals and other manufacturing-relatedone-time costs. Since inception, we have incurred total restructuring and related implementation charges of $2.7$3.1 billion related to the 2014-2018 Restructuring Program. We have incurred the majority of the program’s charges through the first quarter of 2017 and we expect to completeincur the full $4.1 billion of program charges byyear-end 2018.
Restructuring Costs:
We recorded restructuring charges of $157$113 million in the three months and $418 million in the nine months ended March 31,September 30, 2017 and $139$187 million in the three months and $480 million in the nine months ended March 31,September 30, 2016 within asset impairment and exit costs. The 2014-2018 Restructuring Program liability activity for the threenine months ended March 31,September 30, 2017 was:
Severance and | Asset | |||||||||||
related costs | Write-downs | Total | ||||||||||
(in millions) | ||||||||||||
Liability balance, January 1, 2017 | $ | 464 | $ | – | $ | 464 | ||||||
Charges | 86 | 71 | 157 | |||||||||
Cash spent | (84 | ) | – | (84 | ) | |||||||
Non-cash settlements/adjustments | (1 | ) | (71 | ) | (72 | ) | ||||||
Currency | 8 | – | 8 | |||||||||
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Liability balance, March 31, 2017 | $ | 473 | $ | – | $ | 473 | ||||||
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Severance and related costs | Asset Write-downs | Total | ||||||||||
(in millions) | ||||||||||||
Liability balance, January 1, 2017 | $ | 464 | $ | – | $ | 464 | ||||||
Charges | 250 | 168 | 418 | |||||||||
Cash spent | (245 | ) | – | (245 | ) | |||||||
Non-cash settlements/adjustments | (6 | ) | (168 | ) | (174 | ) | ||||||
Currency | 30 | – | 30 | |||||||||
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Liability balance, September 30, 2017 | $ | 493 | $ | – | $ | 493 | ||||||
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We spent $84$83 million in the three months and $245 million in the nine months ended March 31,September 30, 2017 and $74$89 million in the three months and $249 million in the nine months ended March 31,September 30, 2016 in cash severance and related costs. We also recognizednon-cash pension settlement losses (See Note 9,Benefit Plans), non-cash asset write-downs (including accelerated depreciation and asset impairments) and othernon-cash adjustments totaling $72$48 million in the three months and $174 million in the nine months ended March 31,September 30, 2017 and $52$120 million in the three months and $244 million in the nine months ended March 31,September 30, 2016. At March 31,September 30, 2017, $398$431 million of our net restructuring liability was recorded within other current liabilities and $75$62 million was recorded within other long-term liabilities.
Implementation Costs:
Implementation costs are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit or disposal activities. We believe the disclosure of implementation costs provides readers of our financial statements with more information on the total costs of our 2014-2018 Restructuring Program. Implementation costs primarily relate to reorganizing our operations and facilities in connection with our supply chain reinvention program and other identified productivity and cost saving initiatives. The costs include incremental expenses related to the closure of facilities, costs to terminate certain contracts and the simplification of our information systems. Within our continuing results of operations, we recorded implementation costs of $54$62 million in the three months and $179 million in the nine months ended March 31,September 30, 2017 and $98$114 million in the three months and $286 million in the nine months ended March 31,September 30, 2016. We recorded these costs within cost of sales and general corporate expense within selling, general and administrative expenses.
Restructuring and Implementation Costs in Operating Income:
During the three and nine months ended March 31,September 30, 2017 and September 30, 2016, and since inception of the 2014-2018 Restructuring Program, we recorded restructuring and implementation costs within operating income by segment (as revised to reflect our current segment structure) as follows:
Latin | North | |||||||||||||||||||||||
America | AMEA | Europe | America (1) | Corporate (2) | Total | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
For the Three Months Ended | ||||||||||||||||||||||||
Restructuring Costs | $ | 24 | $ | 27 | $ | 69 | $ | 38 | $ | (1 | ) | $ | 157 | |||||||||||
Implementation Costs | 9 | 8 | 12 | 13 | 12 | 54 | ||||||||||||||||||
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Total | $ | 33 | $ | 35 | $ | 81 | $ | 51 | $ | 11 | $ | 211 | ||||||||||||
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For the Three Months Ended | ||||||||||||||||||||||||
Restructuring Costs | $ | 12 | $ | 29 | $ | 67 | $ | 31 | $ | – | $ | 139 | ||||||||||||
Implementation Costs | 7 | 8 | 30 | 38 | 15 | 98 | ||||||||||||||||||
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Total | $ | 19 | $ | 37 | $ | 97 | $ | 69 | $ | 15 | $ | 237 | ||||||||||||
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Total Project 2014-2017(3) | ||||||||||||||||||||||||
Restructuring Costs | $ | 361 | $ | 334 | $ | 718 | $ | 392 | $ | 51 | $ | 1,856 | ||||||||||||
Implementation Costs | 118 | 94 | 216 | 208 | 188 | 824 | ||||||||||||||||||
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Total | $ | 479 | $ | 428 | $ | 934 | $ | 600 | $ | 239 | $ | 2,680 | ||||||||||||
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Latin | North | |||||||||||||||||||||||
America | AMEA | Europe | America (1) | Corporate (2) | Total | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
For the Three Months Ended | ||||||||||||||||||||||||
Restructuring Costs | $ | 45 | $ | 32 | $ | 30 | $ | 7 | $ | (1 | ) | $ | 113 | |||||||||||
Implementation Costs | 8 | 11 | 18 | 13 | 12 | 62 | ||||||||||||||||||
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Total | $ | 53 | $ | 43 | $ | 48 | $ | 20 | $ | 11 | $ | 175 | ||||||||||||
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For the Nine Months Ended | ||||||||||||||||||||||||
Restructuring Costs | $ | 76 | $ | 106 | $ | 149 | $ | 79 | $ | 8 | $ | 418 | ||||||||||||
Implementation Costs | 28 | 30 | 49 | 38 | 34 | 179 | ||||||||||||||||||
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Total | $ | 104 | $ | 136 | $ | 198 | $ | 117 | $ | 42 | $ | 597 | ||||||||||||
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For the Three Months Ended | ||||||||||||||||||||||||
Restructuring Costs | $ | 27 | $ | 9 | $ | 76 | $ | 75 | $ | – | $ | 187 | ||||||||||||
Implementation Costs | 15 | 9 | 45 | 30 | 15 | 114 | ||||||||||||||||||
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Total | $ | 42 | $ | 18 | $ | 121 | $ | 105 | $ | 15 | $ | 301 | ||||||||||||
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For the Nine Months Ended | ||||||||||||||||||||||||
Restructuring Costs | $ | 71 | $ | 72 | $ | 188 | $ | 144 | $ | 5 | $ | 480 | ||||||||||||
Implementation Costs | 34 | 27 | 78 | 101 | 46 | 286 | ||||||||||||||||||
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Total | $ | 105 | $ | 99 | $ | 266 | $ | 245 | $ | 51 | $ | 766 | ||||||||||||
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Total Project 2014-2017(3) | ||||||||||||||||||||||||
Restructuring Costs | $ | 413 | $ | 413 | $ | 798 | $ | 433 | $ | 60 | $ | 2,117 | ||||||||||||
Implementation Costs | 137 | 116 | 253 | 233 | 209 | 948 | ||||||||||||||||||
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Total | $ | 550 | $ | 529 | $ | 1,051 | $ | 666 | $ | 269 | $ | 3,065 | ||||||||||||
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(1) | During 2017 and 2016, our North America region implementation costs included incremental costs that we incurred related tore-negotiating collective bargaining agreements that expired at the end of February 2016 for eight U.S. facilities and related to executing business continuity plans for the North America business. |
(2) | Includes adjustment for rounding. |
(3) | Includes all charges recorded since program inception on May 6, 2014 through |
Note 7. Debt and Borrowing Arrangements
Short-Term Borrowings:
Our short-term borrowings and related weighted-average interest rates consisted of:
As of March 31, 2017 | As of December 31, 2016 | As of September 30, 2017 | As of December 31, 2016 | |||||||||||||||||||||||||||||
Amount | Weighted- | Amount | Weighted- | Amount | Weighted- | Amount | Weighted- | |||||||||||||||||||||||||
Outstanding | Average Rate | Outstanding | Average Rate | Outstanding | Average Rate | Outstanding | Average Rate | |||||||||||||||||||||||||
(in millions) | (in millions) | (in millions) | (in millions) | |||||||||||||||||||||||||||||
Commercial paper | $ | 3,835 | 1.1% | $ | 2,371 | 1.0% | $ | 4,370 | 1.3% | $ | 2,371 | 1.0% | ||||||||||||||||||||
Bank loans | 415 | 10.7% | 160 | 10.6% | 181 | 10.6% | 160 | 10.6% | ||||||||||||||||||||||||
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Total short-term borrowings | $ | 4,250 | $ | 2,531 | $ | 4,551 | $ | 2,531 | ||||||||||||||||||||||||
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As of March 31,September 30, 2017, the commercial paper issued and outstanding had between 32 and 8866 days remaining to maturity. Commercial paper borrowings increased in the first quarter of 2017since year-end primarily as a result of issuances to finance the payment of long-term debt maturities, dividend payments and share repurchases during the quarter. Bank loans include borrowings onyear.
Some of our international subsidiaries maintain primarily uncommitted credit lines maintained by some of our international subsidiaries to meet short-term working capital needs. Collectively, these credit lines amounted to $1.9 billion at September 30, 2017 and $1.8 billion at December 31, 2016. Borrowings on these lines were $181 million at September 30, 2017 and $160 million at December 31, 2016.
Borrowing Arrangements:
On March 1, 2017, to supplement our commercial paper program, we entered into a $1.5 billion revolving credit agreement for a364-day senior unsecured credit facility that is scheduled to expire on February 28, 2018. The agreement includes the same terms and conditions as our existing $4.5 billion multi-year credit facility discussed below. As of March 31,September 30, 2017, no amounts were drawn on the facility.
We also maintain a $4.5 billion multi-year senior unsecured revolving credit facility for general corporate purposes, including working capital needs, and to support our commercial paper program. On October 14, 2016, the revolving credit agreement, which was scheduled to expire on October 11, 2018, was extended through October 11, 2021. The revolving credit agreement includes a covenant that we maintain a minimum shareholders’ equity of at least $24.6 billion, excluding accumulated other comprehensive earnings/(losses) and the cumulative effects of any changes in accounting principles. At March 31,September 30, 2017, we complied with this covenant as our shareholders’ equity, as defined by the covenant, was $36.2$35.9 billion. The revolving credit facility agreement also contains customary representations, covenants and events of default. There are no credit rating triggers, provisions or other financial covenants that could require us to post collateral as security. As of March 31,September 30, 2017, no amounts were drawn on the facility.
Some of our international subsidiaries maintain primarily uncommitted credit lines to meet short-term working capital needs. Collectively, these credit lines amounted to $1.9 billion at March 31, 2017 and $1.8 billion at December 31, 2016. Borrowings on these lines amounted to $415 million at March 31, 2017 and $160 million at December 31, 2016.
Long-Term Debt:
On April 12, 2017, we discharged $488 million of our 6.500% U.S. dollar-denominated debt. We paid $504 million, representing principal as well as past and future interest accruals from February 2017 through the August 2017 maturity date. We recorded an $11 million loss on debt extinguishment within interest expense and a $5 million reduction in accrued interest.
On March 30, 2017,fr.175 million of our 0.000% Swiss franc-denominated notes matured. The notes and accrued interest to date were paid with net proceeds from thefr.350 million Swiss franc-denominated notes issued on March 13, 2017.
On March 13, 2017, we launched an offering offr.350 million of Swiss franc-denominated notes, or $349 million in U.S. dollars as of March 31, 2017, consisting of:
• | fr.225 million (or $224 million) of 0.050% fixed rate notes that mature on March 30, 2020 |
• | fr.125 million (or $125 million) of 0.617% fixed rate notes that mature on September 30, 2024 |
On March 30, 2017, we received net proceeds offr.349 million (or $349 million) that were used for general corporate purposes.
On January 26, 2017,€750 million of our 1.125% euro-denominated notes matured. The notes and accrued interest to date were paid with the issuance of commercial paper and cash on hand.
Our weighted-average interest rate on our total debt was 2.0% as of September 30, 2017 and 2.2% as of March 31, 2017 and December 31, 2016, down from 3.7% as of December 31, 2015.
Fair Value of Our Debt:
The fair value of our short-term borrowings at March 31,September 30, 2017 and December 31, 2016 reflects current market interest rates and approximates the amounts we have recorded on our condensed consolidated balance sheets. The fair value of our long-term debt was determined using quoted prices in active markets (Level 1 valuation data) for the publicly traded debt obligations. At March 31,September 30, 2017, the aggregate fair value of our total debt was $19,038$19,367 million and its carrying value was $18,374$18,633 million. At December 31, 2016, the aggregate fair value of our total debt was $17,882 million and its carrying value was $17,199 million.
Interest and Other Expense, net:
Interest and other expense, net within our results of continuing operations consisted of:
For the Three Months Ended | For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||||||||
March 31, | September 30, | September 30, | ||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||
Interest expense, debt | $ | 103 | $ | 136 | $ | 89 | $ | 129 | $ | 295 | $ | 400 | ||||||||||||
Loss on debt extinguishment | – | – | 11 | – | ||||||||||||||||||||
Loss related to interest rate swaps | – | 97 | – | – | – | 97 | ||||||||||||||||||
Other expense, net | 16 | 11 | ||||||||||||||||||||||
Other (income)/expense, net | (70 | ) | 16 | (44 | ) | 43 | ||||||||||||||||||
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Interest and other expense, net | $ | 119 | $ | 244 | $ | 19 | $ | 145 | $ | 262 | $ | 540 | ||||||||||||
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See Note 8,Financial Instruments, for information on the loss related to U.S. dollar interest rate swaps no longer designated as accounting cash flow hedges during the first quarter of 2016. See Note 11,Commitments and Contingencies, for information on the $59 million of other income recorded in connection with the resolution of a Brazilian indirect tax matter and the reversal of related accrued interest.
Note 8. Financial Instruments
Fair Value of Derivative Instruments:
Derivative instruments were recorded at fair value in the condensed consolidated balance sheets as follows:
As of March 31, 2017 | As of December 31, 2016 | As of September 30, 2017 | As of December 31, 2016 | |||||||||||||||||||||||||||||
Asset | Liability | Asset | Liability | Asset | Liability | Asset | Liability | |||||||||||||||||||||||||
Derivatives | Derivatives | Derivatives | Derivatives | Derivatives | Derivatives | Derivatives | Derivatives | |||||||||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||||||||||
Derivatives designated as | ||||||||||||||||||||||||||||||||
Currency exchange contracts | $ | 13 | $ | 2 | $ | 19 | $ | 8 | $ | – | $ | 2 | $ | 19 | $ | 8 | ||||||||||||||||
Commodity contracts | 7 | 13 | 17 | 22 | 1 | – | 17 | 22 | ||||||||||||||||||||||||
Interest rate contracts | 103 | 24 | 108 | 19 | 33 | 421 | 108 | 19 | ||||||||||||||||||||||||
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$ | 123 | $ | 39 | $ | 144 | $ | 49 | $ | 34 | $ | 423 | $ | 144 | $ | 49 | |||||||||||||||||
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Derivatives not designated as | ||||||||||||||||||||||||||||||||
Currency exchange contracts | $ | 32 | $ | 53 | $ | 29 | $ | 43 | $ | 70 | $ | 45 | $ | 29 | $ | 43 | ||||||||||||||||
Commodity contracts | 26 | 145 | 112 | 167 | 35 | 169 | 112 | 167 | ||||||||||||||||||||||||
Interest rate contracts | 20 | 14 | 27 | 19 | 15 | 10 | 27 | 19 | ||||||||||||||||||||||||
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$ | 78 | $ | 212 | $ | 168 | $ | 229 | $ | 120 | $ | 224 | $ | 168 | $ | 229 | |||||||||||||||||
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Total fair value | $ | 201 | $ | 251 | $ | 312 | $ | 278 | $ | 154 | $ | 647 | $ | 312 | $ | 278 | ||||||||||||||||
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During the first quarter of 2017 and 2016, derivativesDerivatives designated as accounting hedges include cash flow and fair value hedges and derivatives not designated as accounting hedges include economic hedges.Non-U.S. dollar denominated debt, designated as a hedge of our net investments innon-U.S. operations, is not reflected in the table above, but is included in long-term debt summarized in Note 7,Debt and Borrowing Arrangements. We record derivative assets and liabilities on a gross basis inon our condensed consolidated balance sheet.sheets. The fair value of our asset derivatives is recorded within other current assets and the fair value of our liability derivatives is recorded within other current liabilities.
The fair values (asset/(liability)) of our derivative instruments were determined using:
As of March 31, 2017 | ||||||||||||||||||||||||||||||||
Quoted Prices in | ||||||||||||||||||||||||||||||||
Active Markets | Significant | Significant | ||||||||||||||||||||||||||||||
Total | for Identical | Other Observable | Unobservable | |||||||||||||||||||||||||||||
Fair Value of Net | Assets | Inputs | Inputs | As of September 30, 2017 | ||||||||||||||||||||||||||||
Asset/(Liability) | (Level 1) | (Level 2) | (Level 3) | 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) | (in millions) | |||||||||||||||||||||||||||||||
Currency exchange contracts | $ | (10 | ) | $ | – | $ | (10 | ) | $ | – | $ | 23 | $ | – | $ | 23 | $ | – | ||||||||||||||
Commodity contracts | (125 | ) | (120 | ) | (5 | ) | – | (133 | ) | (133 | ) | – | – | |||||||||||||||||||
Interest rate contracts | 85 | – | 85 | – | (383 | ) | – | (383 | ) | – | ||||||||||||||||||||||
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Total derivatives | $ | (50 | ) | $ | (120 | ) | $ | 70 | $ | – | $ | (493 | ) | $ | (133 | ) | $ | (360 | ) | $ | – | |||||||||||
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As of December 31, 2016 | ||||||||||||||||||||||||||||||||
Quoted Prices in | ||||||||||||||||||||||||||||||||
Active Markets | Significant | Significant | ||||||||||||||||||||||||||||||
Total | for Identical | Other Observable | Unobservable | |||||||||||||||||||||||||||||
Fair Value of Net | Assets | Inputs | Inputs | |||||||||||||||||||||||||||||
Asset/(Liability) | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||||||
Currency exchange contracts | $ | (3 | ) | $ | – | $ | (3 | ) | $ | – | ||||||||||||||||||||||
Commodity contracts | (60 | ) | (86 | ) | 26 | – | ||||||||||||||||||||||||||
Interest rate contracts | 97 | – | 97 | – | ||||||||||||||||||||||||||||
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Total derivatives | $ | 34 | $ | (86 | ) | $ | 120 | $ | – | |||||||||||||||||||||||
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Currency exchange contracts Commodity contracts Interest rate contracts Total derivatives As of December 31, 2016 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) $ (3 ) $ – $ (3 ) $ – (60 ) (86 ) 26 – 97 – 97 – $ 34 $ (86 ) $ 120 $ –
Level 1 financial assets and liabilities consist of exchange-traded commodity futures and listed options. The fair value of these instruments is determined based on quoted market prices on commodity exchanges. Our exchange-traded derivatives are generally subject to master netting arrangements that permit net settlement of transactions with the same counterparty when certain criteria are met, such as in the event of default. We also are required to maintain cash margin accounts in connection with funding the settlement of our open positions, and the margin requirements generally fluctuate daily based on market conditions. We have recorded margin deposits related to our exchange-traded derivatives of $170$198 million as of March 31,September 30, 2017 and $133 million as of December 31, 2016 within other current assets. Based on our net asset or liability positions with individual counterparties, in the event of default and immediate net settlement of all of our open positions, for derivatives we have in a net asset position, our counterparties would owe us a total of $49$65 million as of March 31,September 30, 2017 and $48 million as of December 31, 2016. For derivativesAs of September 30, 2017, we have no derivatives in a net liability position, we would owe $2 millionand as of December 31, 2016.2016 we would have owed $2 million for derivatives in a net liability position.
Level 2 financial assets and liabilities consist primarily ofover-the-counter (“OTC”) currency exchange forwards, options and swaps; commodity forwards and options; and interest rate swaps. Our currency exchange contracts are valued using an income approach based on observable market forward rates less the contract rate multiplied by the notional amount. Commodity derivatives are valued using an income approach based on the observable market commodity index prices less the contract rate multiplied by the notional amount or based on pricing models that rely on market observable inputs such as commodity prices. Our calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the observable market interest rate curve. Our calculation of the fair value of financial instruments takes into consideration the risk of nonperformance, including counterparty credit risk. Our OTC derivative transactions are governed by International Swap Dealers Association agreements and other standard industry contracts. Under these agreements, we do not post nor require collateral from our counterparties. The majority of our commodity and currency exchange OTC derivatives do not have a legal right ofset-off. In connection with our OTC derivatives that could benet-settled in the event of default, assuming all parties were to fail to comply with the terms of the agreements, for derivatives we have in a net liability position, we would owe $47$409 million as of March 31,September 30, 2017 and
$40 $40 million as of December 31, 2016, and for derivatives we have in a net asset position, our counterparties would owe us a total of $127$25 million as of March 31,September 30, 2017 and $162 million as of December 31, 2016. We manage the credit risk in connection with these and all our derivatives by entering into transactions with counterparties with investment grade credit ratings, limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties.
Derivative Volume:
The net notional values of our derivative instruments were:
Notional Amount | ||||||||||||||||
As of March 31, | As of December 31, | Notional Amount | ||||||||||||||
2017 | 2016 | As of September 30, 2017 | As of December 31, 2016 | |||||||||||||
(in millions) | (in millions) | |||||||||||||||
Currency exchange contracts: | ||||||||||||||||
Intercompany loans and forecasted interest payments | $ | 3,181 | $ | 3,343 | $ | 3,649 | $ | 3,343 | ||||||||
Forecasted transactions | 1,655 | 1,452 | 2,066 | 1,452 | ||||||||||||
Commodity contracts | 1,144 | 837 | 1,137 | 837 | ||||||||||||
Interest rate contracts | 6,375 | 6,365 | 6,517 | 6,365 | ||||||||||||
Net investment hedge – euro notes | 3,563 | 4,012 | 3,975 | 4,012 | ||||||||||||
Net investment hedge – pound sterling notes | 426 | 419 | 454 | 419 | ||||||||||||
Net investment hedge – Swiss franc notes | 1,646 | 1,447 | 1,704 | 1,447 | ||||||||||||
Cash Flow Hedges: Cash flow hedge activity, net of taxes, within accumulated other comprehensive earnings/(losses) included:
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For the Three Months Ended March 31, | ||||||||||||||||
2017 | 2016 | |||||||||||||||
(in millions) | ||||||||||||||||
Accumulated gain/(loss) at January 1 | $ | (121 | ) | $ | (45 | ) | ||||||||||
Transfer of realized losses/(gains) in fair value to earnings | 7 | 58 | ||||||||||||||
Unrealized gain/(loss) in fair value | 11 | (66 | ) | |||||||||||||
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Accumulated gain/(loss) at March 31 | $ | (103 | ) | $ | (53 | ) | ||||||||||
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After-tax gains/(losses) reclassified from accumulated other comprehensive earnings/(losses) into net earnings were: | ||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||
2017 | 2016 | |||||||||||||||
(in millions) | ||||||||||||||||
Currency exchange contracts – forecasted transactions | $ | – | $ | 5 | ||||||||||||
Commodity contracts | (7 | ) | (3 | ) | ||||||||||||
Interest rate contracts | – | (60 | ) | |||||||||||||
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Total | $ | (7 | ) | $ | (58 | ) | ||||||||||
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After-tax gains/(losses) recognized in other comprehensive earnings/(losses) were: | ||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||
2017 | 2016 | |||||||||||||||
(in millions) | ||||||||||||||||
Currency exchange contracts – forecasted transactions | $ | (6 | ) | $ | (12 | ) | ||||||||||
Commodity contracts | (1 | ) | (5 | ) | ||||||||||||
Interest rate contracts | 18 | (49 | ) | |||||||||||||
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Total | $ | 11 | $ | (66 | ) | |||||||||||
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Cash Flow Hedges:
Cash flow hedge activity, net of taxes, within accumulated other comprehensive earnings/(losses) included:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
(in millions) | ||||||||||||||||
Accumulated (loss)/gain at beginning of period | $ | (91 | ) | $ | (36 | ) | $ | (121 | ) | $ | (45 | ) | ||||
Transfer of realized (gains)/losses in fair value to earnings | (13 | ) | (2 | ) | (10 | ) | 64 | |||||||||
Unrealized gain/(loss) in fair value | (6 | ) | 4 | 21 | (53 | ) | ||||||||||
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Accumulated (loss)/gain at end of period | $ | (110 | ) | $ | (34 | ) | $ | (110 | ) | $ | (34 | ) | ||||
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After-tax gains/(losses) reclassified from accumulated other comprehensive earnings/(losses) into net earnings were:
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For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
(in millions) | ||||||||||||||||
Currency exchange contracts – forecasted transactions | $ | (3 | ) | $ | (6 | ) | $ | (2 | ) | $ | (3 | ) | ||||
Commodity contracts | 16 | 8 | 12 | (1 | ) | |||||||||||
Interest rate contracts | – | – | – | (60 | ) | |||||||||||
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Total | $ | 13 | $ | 2 | $ | 10 | $ | (64 | ) | |||||||
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After-tax gains/(losses) recognized in other comprehensive earnings/(losses) were:
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For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
(in millions) | ||||||||||||||||
Currency exchange contracts – forecasted transactions | $ | (11 | ) | $ | (11 | ) | $ | (37 | ) | $ | (21 | ) | ||||
Commodity contracts | 25 | 10 | 31 | 19 | ||||||||||||
Interest rate contracts | (20 | ) | 5 | 27 | (51 | ) | ||||||||||
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Total | $ | (6 | ) | $ | 4 | $ | 21 | $ | (53 | ) | ||||||
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Cash flow hedge ineffectiveness was not material for all periods presented.
Within interest and other expense, net, we recordedpre-tax losses of $97 million in the first quarter of 2016 related to amounts excluded from effectiveness testing. This amount relates to interest rate swaps no longer designated as cash flow hedges due to changes in financing plans. Due to lower overall costs and our decision to hedge a greater portion of our net investments in operations that use currencies other than the U.S. dollar as their functional currencies, we changed our plans to issue U.S. dollar-denominated debt and instead issued euro and Swiss franc-denominated notes in the first quarter of 2016. Amounts excluded from effectiveness testing were not material for the first quarter of 2017.all other periods presented.
We recordpre-tax andafter-tax (i) gains or losses reclassified from accumulated other comprehensive earnings/(losses) into earnings, (ii) gains or losses on ineffectiveness and (iii) gains or losses on amounts excluded from effectiveness testing in:
Based on current market conditions, we would expect to transfer losses of $24$11 million (net of taxes) for commodity cash flow hedges, unrealized gainslosses of $10$2 million (net of taxes) for currency cash flow hedges and unrealized losses of less than $1 million (net of taxes) for interest rate cash flow hedges to earnings during the next 12 months.
Cash Flow Hedge Coverage:
As of March 31,September 30, 2017, we hedged transactions forecasted to impact cash flows over the following periods:
Fair Value Hedges:
Pre-tax gains/(losses) due to changes in fair value of our interest rate swaps and related hedged long-term debt were recorded in interest and other expense, net:
For the Three Months Ended March 31, | ||||||||||||||||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||||||||
Derivatives | $ | (4 | ) | $ | 5 | $ | (2 | ) | $ | (11 | ) | $ | (4 | ) | $ | (2 | ) | |||||||||||||
Borrowings | 4 | (5 | ) | 2 | 11 | 4 | 2 | |||||||||||||||||||||||
Fair value hedge ineffectiveness and amounts excluded from effectiveness testing were not material for all periods presented.
Economic Hedges: Pre-tax gains/(losses) recorded in net earnings for economic hedges were:
| Fair value hedge ineffectiveness and amounts excluded from effectiveness testing were not material for all periods presented.
Economic Hedges: Pre-tax gains/(losses) recorded in net earnings for economic hedges were:
|
|
Fair value hedge ineffectiveness and amounts excluded from effectiveness testing were not material for all periods presented.
Economic Hedges: Pre-tax gains/(losses) recorded in net earnings for economic hedges were:
| |||||||||||||||||||||||||||
For the Three Months Ended March 31, | Location of Gain/(Loss) Recognized in Earnings | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | Location of in Earnings | ||||||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||||||||
Currency exchange contracts: | ||||||||||||||||||||||||||||||
Intercompany loans and forecasted | $ | 2 | $ | 5 | | Interest and other expense, net |
| $ | (13 | ) | $ | 7 | $ | (8 | ) | $ | 18 | Interest and other expense, net | ||||||||||||
Forecasted transactions | (17 | ) | (31 | ) | Cost of sales | (1 | ) | (14 | ) | – | (91 | ) | Cost of sales | |||||||||||||||||
Forecasted transactions | (2 | ) | 8 | | Interest and other expense, net | | 1 | 2 | (1 | ) | 10 | Interest and other expense, net | ||||||||||||||||||
Forecasted transactions | (1 | ) | 4 | | Selling, general and administrative | | – | 4 | 2 | 16 | Selling, general and administrative expenses | |||||||||||||||||||
Commodity contracts | (62 | ) | (44 | ) | Cost of sales | (17 | ) | (13 | ) | (176 | ) | (26 | ) | Cost of sales | ||||||||||||||||
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Total | $ | (80 | ) | $ | (58 | ) | $ | (30 | ) | $ | (14 | ) | $ | (183 | ) | $ | (73 | ) | ||||||||||||
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Hedges of Net Investments in International Operations: After-tax gains/(losses) related to hedges of net investments in international operations in the form of euro, pound sterling and Swiss franc-denominated debt were:
|
Hedges of Net Investments in International Operations: After-tax gains/(losses) related to hedges of net investments in international operations in the form of euro, pound sterling and Swiss franc-denominated debt were:
| |||||||||||||||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | Location of | ||||||||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||||
Euro notes | $ | (83 | ) | $ | (38 | ) | $ | (279 | ) | $ | (110 | ) | Currency | |||||||||||||||||
Pound sterling notes | (8 | ) | 21 | (23 | ) | 107 | Translation | |||||||||||||||||||||||
Swiss franc notes | 12 | (4 | ) | (53 | ) | (33 | ) | Adjustment |
Hedges of Net Investments in International Operations:
After-tax gains/(losses) related to hedges of net investments in international operations in the form of euro, pound sterling and Swiss franc-denominated debt were:
For the Three Months Ended | Location of Gain/(Loss) Recognized in AOCI | |||||||||
March 31, | ||||||||||
2017 | 2016 | |||||||||
(in millions) | ||||||||||
Euro notes | $ | (29 | ) | $ | 154 | Currency | ||||
Pound sterling notes | (5 | ) | (23 | ) | Translation | |||||
Swiss franc notes | (15 | ) | 43 | Adjustment |
Note 9. Benefit Plans
Pension Plans
Components of Net Periodic Pension Cost:
Net periodic pension cost consisted of the following:
U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||||||||||
For the Three Months Ended September 30, | For the Three Months Ended September 30, | |||||||||||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||||||
Service cost | $ | 12 | $ | 15 | $ | 40 | $ | 37 | ||||||||||||||||||||||||
Interest cost | 16 | 15 | 51 | 57 | ||||||||||||||||||||||||||||
Expected return on plan assets | (25 | ) | (24 | ) | (110 | ) | (105 | ) | ||||||||||||||||||||||||
Amortization: | ||||||||||||||||||||||||||||||||
Net loss from experience differences | 10 | 12 | 43 | 31 | ||||||||||||||||||||||||||||
Prior service credit | – | – | (1 | ) | – | |||||||||||||||||||||||||||
Settlement losses and other expenses | 6 | 9 | – | – | ||||||||||||||||||||||||||||
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Net periodic pension cost | $ | 19 | $ | 27 | $ | 23 | $ | 20 | ||||||||||||||||||||||||
U.S. Plans | Non-U.S. Plans |
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For the Three Months Ended | For the Three Months Ended | |||||||||||||||||||||||||||||||
March 31, | March 31, | U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | For the Nine Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||||
(in millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||||||
Service cost | $ | 12 | $ | 13 | $ | 39 | $ | 38 | $ | 34 | $ | 42 | $ | 117 | $ | 114 | ||||||||||||||||
Interest cost | 15 | 16 | 48 | 60 | 47 | 46 | 148 | 179 | ||||||||||||||||||||||||
Expected return on plan assets | (25 | ) | (24 | ) | (104 | ) | (110 | ) | (75 | ) | (72 | ) | (322 | ) | (326 | ) | ||||||||||||||||
Amortization: | ||||||||||||||||||||||||||||||||
Net loss from experience differences | 8 | 9 | 41 | 31 | 27 | 30 | 124 | 93 | ||||||||||||||||||||||||
Prior service cost/(credit) | 1 | – | (1 | ) | (1 | ) | 1 | 1 | (2 | ) | (2 | ) | ||||||||||||||||||||
Settlement losses and other expenses | 3 | 4 | 1 | – | ||||||||||||||||||||||||||||
Settlement losses/(gains) and other expenses | 27 | 25 | 2 | (1 | ) | |||||||||||||||||||||||||||
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Net periodic pension cost | $ | 14 | $ | 18 | $ | 24 | $ | 18 | $ | 61 | $ | 72 | $ | 67 | $ | 57 | ||||||||||||||||
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For retired employees who electedlump-sum payments in our U.S. plans, we recorded netWithin settlement losses/(gains) and other expenses are losses of $1 million for the three months and $12 million for the nine months ended September 30, 2017 and $3 million for the three months ended March 31, 2017 and $4$12 million for the threenine months ended March 31, 2016.September 30, 2016, that are related to our 2014-2018 Restructuring Program and are recorded within asset impairment and exit costs on our condensed consolidated statements of earnings.
Employer Contributions:
During the threenine months ended March 31,September 30, 2017, we contributed $3$19 million to our U.S. pension plans and $307$408 million to ournon-U.S. pension plans. Thenon-U.S. amount included anon-recurring $250 million contribution made in connection with a new funding agreement for a Company plan in the U.K. We make contributions to our pension plans in accordance with local funding arrangements and statutory minimum funding requirements. Discretionary contributions are made to the extent that they are tax deductible and do not generate an excise tax liability.
As of March 31,September 30, 2017, we plan to make further contributions of approximately $10$7 million to our U.S. plans and approximately $148$47 million to ournon-U.S. plans during the remainder of 2017. Our actual contributions may be different due to many factors, including changes in tax and other benefit laws, significant differences between expected and actual pension asset performance or interest rates.
Postretirement Benefit Plans
Net periodic postretirement health care costs consisted of the following:
For the Three Months Ended | ||||||||||||||||||||||||
March 31, | ||||||||||||||||||||||||
2017 | 2016 | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||
(in millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Service cost | $ | 2 | $ | 3 | $ | 1 | $ | 3 | $ | 5 | $ | 9 | ||||||||||||
Interest cost | 4 | 5 | 4 | 6 | 11 | 16 | ||||||||||||||||||
Amortization: | ||||||||||||||||||||||||
Net loss from experience differences | 3 | 2 | 4 | 2 | 11 | 5 | ||||||||||||||||||
Prior service credit(1) | (10 | ) | (2 | ) | (10 | ) | (11 | ) | (30 | ) | (14 | ) | ||||||||||||
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Net periodic postretirement health care costs | $ | (1 | ) | $ | 8 | |||||||||||||||||||
Net periodic postretirement health care (credits)/costs | $ | (1 | ) | $ | – | $ | (3 | ) | $ | 16 | ||||||||||||||
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(1) For the three months ended March 31, 2017, amortization of prior service credit includes an $8 million gain related to a change in the eligibility requirement and a change in benefits to Medicare-eligible participants.
(1) | For the three and nine months ended September 30, 2017, amortization of prior service credit includes an $8 million and $24 million gain respectively, related to a change in the eligibility requirement and a change in benefits to Medicare-eligible participants. |
Postemployment Benefit Plans
Net periodic postemployment costs consisted of the following:
For the Three Months Ended | ||||||||||||||||||||||||
March 31, | ||||||||||||||||||||||||
2017 | 2016 | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||
(in millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Service cost | $ | 1 | $ | 2 | $ | 1 | $ | 2 | $ | 4 | $ | 5 | ||||||||||||
Interest cost | 1 | 1 | 1 | 1 | 3 | 4 | ||||||||||||||||||
Amortization of net gains | (1 | ) | – | (1 | ) | – | (3 | ) | – | |||||||||||||||
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Net periodic postemployment costs | $ | 1 | $ | 3 | $ | 1 | $ | 3 | $ | 4 | $ | 9 | ||||||||||||
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Note 10. Stock Plans
Stock Options:
Stock option activity is reflected below:
Weighted- | ||||||||||||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||||||||||
Exercise or | Remaining | Aggregate | ||||||||||||||||||||||||||||||
Shares Subject | Grant Price | Contractual | Intrinsic | |||||||||||||||||||||||||||||
to Option | Per Share | Term | Value | Shares Subject to Option | Weighted- Average Exercise or Grant Price Per Share | Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||||||||||||||
Balance at January 1, 2017 | 53,601,612 | $ | 28.02 | 6 years | $ | 874 million | 53,601,612 | $ | 28.02 | 6 years | $ | 874 million | ||||||||||||||||||||
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| |||||||||||||||||||||||||||||||
Annual grant to eligible employees | 6,012,140 | 43.20 | 6,012,140 | 43.20 | ||||||||||||||||||||||||||||
Additional options issued | 9,310 | 44.60 | 29,300 | 44.49 | ||||||||||||||||||||||||||||
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| |||||||||||||||||||||||||||||||
Total options granted | 6,021,450 | 43.20 | 6,041,440 | 43.21 | ||||||||||||||||||||||||||||
Options exercised(1) | (2,080,511 | ) | 26.18 | $ | 38 million | (7,837,372 | ) | 26.49 | $ | 142 million | ||||||||||||||||||||||
Options cancelled | (589,971 | ) | 37.93 | (1,536,249 | ) | 38.96 | ||||||||||||||||||||||||||
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| |||||||||||||||||||||||||||||||
Balance at March 31, 2017 | 56,952,580 | 29.59 | 6 years | $ | 769 million | |||||||||||||||||||||||||||
Balance at September 30, 2017 | 50,269,431 | 29.75 | 6 years | $ | 563 million | |||||||||||||||||||||||||||
|
|
(1) | Cash received from options exercised was |
Performance Share Units and Other Stock-Based Awards:
Our performance share unit, deferred stock unit and historically granted restricted stock activity is reflected below:
Weighted-Average | Weighted-Average | Weighted-Average | Weighted-Average | |||||||||||||||||||||||||||||
Number | Fair Value | Aggregate | Number | Fair Value | Aggregate | |||||||||||||||||||||||||||
of Shares | Grant Date | Per Share | Fair Value | of Shares | Grant Date | Per Share(3) | Fair Value(3) | |||||||||||||||||||||||||
Balance at January 1, 2017 | 7,593,627 | $ | 24.29 | 7,593,627 | $ | 36.90 | ||||||||||||||||||||||||||
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| |||||||||||||||||||||||||||||||
Annual grant to eligible employees: | Feb. 16, 2017 | Feb. 16, 2017 | ||||||||||||||||||||||||||||||
Performance share units | 1,087,010 | 43.20 | 1,087,010 | 43.14 | ||||||||||||||||||||||||||||
Deferred stock units | 845,550 | 43.20 | 845,550 | 43.20 | ||||||||||||||||||||||||||||
Additional shares granted(1) | 160,677 | Various | 37.15 | 546,001 | Various | 33.81 | ||||||||||||||||||||||||||
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| |||||||||||||||||||||||||||||||
Total shares granted | 2,093,237 | 42.74 | $ | 89 million | 2,478,561 | 41.11 | $ | 102 million | ||||||||||||||||||||||||
Vested(2) | (2,284,703 | ) | 42.92 | $ | 98 million | (2,522,072 | ) | 33.70 | $ | 84 million | ||||||||||||||||||||||
Forfeited(2) | (293,146 | ) | 38.49 | (675,920 | ) | 38.43 | ||||||||||||||||||||||||||
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| |||||||||||||||||||||||||||||||
Balance at March 31, 2017 | 7,109,015 | 23.15 | ||||||||||||||||||||||||||||||
Balance at September 30, 2017 | 6,874,196 | 39.44 | ||||||||||||||||||||||||||||||
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(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 realized and recorded in the provision for income taxes for the tax deductions from the shares vested totaled |
(3) | Prior-year weighted average fair value per share has been revised. |
Share Repurchase Program:
During 2013, our Board of Directors authorized the repurchase of $7.7 billion of our Common Stock through December 31, 2016. On July 29, 2015, 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 $13.7 billion of Common Stock repurchases, and extended the program through December 31, 2018. Repurchases under the program are determined by management and are wholly discretionary. Prior to January 1, 2017, we had repurchased $10.8 billion of Common Stock pursuant to this authorization. During the threenine months ended March 31,September 30, 2017, we repurchased 10.8approximately 42 million shares of Common Stock at an average cost of $43.87$43.67 per share, or an aggregate cost of approximately $0.5 billion,$1,817 million, all of which was paid during the quarter.period except for approximately $31 million settled in October 2017. All share repurchases were funded through available cash and commercial paper issuances. As of March 31,September 30, 2017, we have $2.4approximately $1 billion in remaining share repurchase capacity.
Note 11. Commitments and Contingencies
Legal Proceedings:
We routinely are involved in legal proceedings, claims and governmental inspections or investigations (“Legal Matters”) arising in the ordinary course of our business.
In February 2013 and March 2014, Cadbury India Limited (now known as Mondelez India Foods Private Limited), a subsidiary of Mondelēz International, and other parties received show cause notices from the Indian Central Excise Authority (the “Excise Authority”) calling upon the parties to demonstrate why the Excise Authority should not collect a total of 3.7 billion Indian rupees ($5857 million as of March 31,September 30, 2017) of unpaid excise tax and an equivalent amount of penalties, as well as interest, related to production at the same Indian facility. We contested these demands for unpaid excise taxes, penalties and interest. On March 27, 2015, after several hearings, the Commissioner of the Excise Authority issued an order denying the excise exemption that we claimed for the Indian facility and confirming the Excise Authority’s demands for total taxes and penalties in the amount of 5.8 billion Indian rupees ($90 million as of March 31,September 30, 2017). We have appealed this order. In addition, the Excise Authority issued additional show cause notices in February 2015, and December 2015 and October 2017 on the same issue but covering the periods January to October 2014, and November 2014 to September 2015 and October 2015 to June 2017, respectively. These notices added a total of 2.44.9 billion Indian rupees ($3775 million as of March 31,September 30, 2017) of unpaid excise taxes as well as penalties to be determined up to an amount equivalent to that claimed by the Excise Authority plus interest. With the implementation of the new Goods and interest.Services Tax in India in July 2017, we will not receive any further show cause notices for additional amounts on this issue. We believe that the decision to claim the excise tax benefit is valid and we are continuing to contest the show cause notices through the administrative and judicial process.
In April 2013, the staff of the U.S. Commodity Futures Trading Commission (“CFTC”) advised us and Kraft Foods Group that it was investigating activities related to the trading of December 2011 wheat futures contracts that occurred prior to theSpin-Off of Kraft Foods Group. We cooperated with the staff in its investigation. On April 1, 2015, the CFTC filed a complaint against Kraft Foods Group and Mondelēz Global LLC (“Mondelēz Global”) in the U.S. District Court for the
Northern District of Illinois, Eastern Division (the “CFTC action”). The complaint alleges that Kraft Foods Group and Mondelēz Global (1) manipulated or attempted to manipulate the wheat markets during the fall of 2011; (2) violated position limit levels for wheat futures and (3) engaged innon-competitive trades by trading both sides ofexchange-for-physical Chicago Board of Trade wheat contracts. The CFTC seeks civil monetary penalties of either triple the monetary gain for each violation of the Commodity Exchange Act (the “Act”) or $1 million for each violation of Section 6(c)(1), 6(c)(3) or 9(a)(2) of the Act and $140,000 for each additional violation of the Act, plus post-judgment interest; an order of permanent injunction prohibiting Kraft Foods Group and Mondelēz Global from violating specified provisions of the Act; disgorgement of profits; and costs and fees. In December 2015, the court denied Mondelēz Global and Kraft Foods Group’s motion to dismiss the CFTC’s claims of market manipulation and attempted manipulation, and the parties are now in discovery. Additionally, several class action complaints were filed against Kraft Foods Group and Mondelēz Global in the U.S. District Court for the Northern District of Illinois by investors in wheat futures and options on behalf of themselves and others similarly situated. The complaints make similar allegations as those made in the CFTC action and seek class action certification; an unspecified amount for damages, interest and unjust enrichment; costs and fees; and injunctive, declaratory and other unspecified relief. In June 2015, these suits were consolidated in the Northern District of Illinois. In June 2016, the court denied Mondelēz Global and Kraft Foods Group’s motion to dismiss, and the parties are now in discovery. It is not possible to predict the outcome of these matters; however, based on our Separation and Distribution Agreement with Kraft Foods Group dated as of September 27, 2012, we expect to bear any monetary penalties or other payments in connection with the CFTC action.
While we cannot predict with certainty the results of any Legal Matters in which we are currently involved, we do not expect that the ultimate costs to resolve any of these Legal Matters, individually or in the aggregate, will have a material effect on our financial results.
Third-Party Guarantees:
We enter into third-party guarantees primarily to cover long-term obligations of our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. At March 31,September 30, 2017, we had no material third-party guarantees recorded on our condensed consolidated balance sheet.
Tax Matters:
As part of our 2010 Cadbury acquisition, we became the responsible party for tax matters under a February 2, 2006 dated Deed of Tax Covenant between the Cadbury Schweppes PLC and related entities (“Schweppes”) and Black Lion Beverages and related entities. The tax matters included an ongoing transfer pricing case with the Spanish tax authorities related to the Schweppes businesses Cadbury divested prior to our acquisition of Cadbury. During the first quarter of 2017, the Spanish Supreme Court decided the case in our favor. As a result of the final ruling, during the first quarter of 2017, we recorded a favorable earnings impact of $46 million in selling, general and administrative expenses and $12 million in interest and other expense, net, for a totalpre-tax impact of $58 million due to thenon-cash reversal of Cadbury-related accrued liabilities related to this matter. In the third quarter of 2017, we recorded additional income of $3 million related to a bank guarantee release within selling, general and administrative expenses and interest and other expense, net.
During the first quarter of 2017, the Brazilian Supreme Court (the “Court”) ruled against the Brazilian tax authorities in a leading case brought by one of our Brazilian subsidiaries in 2008 related to the computation of certain socialindirect taxes. The Court ruled that the socialindirect tax base should not include a value-added tax known as ICMS.“ICMS”. By removing the ICMS from the tax base, the Court effectively eliminated a “tax on a tax.” Our Brazilian subsidiary had received an injunction against making payments for the “tax on a tax” in 2008 and since that time hasuntil December 2016, had accrued forthis portion of the ICMS tax each quarter in the event that the ICMS tax was reaffirmed by the Brazilian courts. The decisionOn September 30, 2017, based on legal advice and the publication of the Court has not yet been published and we are awaiting further instructions from the Court and tax authoritiesCourt’s decision related to amounts previously paidthis case, we determined that the likelihood that the increased tax base would be reinstated and accrued forassessed against us was remote. Accordingly, we reversed our accrual of 667 million Brazilian reais, or $212 million as of September 30, 2017, of which, $153 million was recorded within selling, general and administrative expenses and $59 million was recorded within interest and other expense, net. The Brazilian tax authority may appeal the ICMS tax. We cannot reasonably estimate the amount and timingCourt’s decision, seeking potential clarification or adjustment of the terms of enforcement. We continue to monitor developments in this matter and currently do not expect a material future impact at this time.on our financial statements.
Note 12. Reclassifications from Accumulated Other Comprehensive Income
The following table summarizes the changes in the accumulated balances of each component of accumulated other comprehensive earnings/(losses) attributable to Mondelēz International. Amounts reclassified from accumulated other comprehensive earnings/(losses) to net earnings (net of tax) were net losses of $43$28 million in the three months and $112 million in the nine months ended March 31,September 30, 2017 and $140$28 million in the three months and $206 million in the nine months ended March 31,September 30, 2016.
For the Three Months Ended March 31, | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||
Currency Translation Adjustments: | ||||||||||||||||||||||||
Balance at beginning of period | $ | (8,914 | ) | $ | (8,006 | ) | $ | (8,007 | ) | $ | (7,902 | ) | $ | (8,914 | ) | $ | (8,006 | ) | ||||||
Currency translation adjustments | 512 | 474 | 291 | 15 | 1,055 | 53 | ||||||||||||||||||
Reclassification to earnings related to: | ||||||||||||||||||||||||
Equity method investment exchange | – | 57 | – | – | – | 57 | ||||||||||||||||||
Tax benefit | 31 | 100 | ||||||||||||||||||||||
Tax benefit/(expense) | 46 | 13 | 205 | 21 | ||||||||||||||||||||
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Other comprehensive earnings/(losses) | 543 | 631 | 337 | 28 | 1,260 | 131 | ||||||||||||||||||
Less: gain attributable to noncontrolling interests | (4 | ) | (13 | ) | ||||||||||||||||||||
Less: (gain)/loss attributable to noncontrolling interests | (8 | ) | 2 | (24 | ) | 3 | ||||||||||||||||||
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Balance at end of period | (8,375 | ) | (7,388 | ) | (7,678 | ) | (7,872 | ) | (7,678 | ) | (7,872 | ) | ||||||||||||
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Pension and Other Benefit Plans: | ||||||||||||||||||||||||
Balance at beginning of period | $ | (2,087 | ) | $ | (1,934 | ) | $ | (2,119 | ) | $ | (1,830 | ) | $ | (2,087 | ) | $ | (1,934 | ) | ||||||
Net actuarial loss arising during period | (6 | ) | – | |||||||||||||||||||||
Tax (expense)/benefit on net actuarial loss | – | – | ||||||||||||||||||||||
Net actuarial (loss)/gain arising during period | (28 | ) | – | (19 | ) | 24 | ||||||||||||||||||
Tax benefit/(expense) on net actuarial loss | 25 | – | 25 | (9 | ) | |||||||||||||||||||
Losses/(gains) reclassified into net earnings: | ||||||||||||||||||||||||
Amortization of experience losses and prior service costs(1) | 41 | 29 | 47 | 30 | 130 | 93 | ||||||||||||||||||
Settlement losses and other expenses(1) | 4 | 4 | 6 | 10 | 24 | 25 | ||||||||||||||||||
Tax benefit on reclassifications(2) | (9 | ) | (9 | ) | (10 | ) | (10 | ) | (31 | ) | (34 | ) | ||||||||||||
Currency impact | (29 | ) | (30 | ) | (50 | ) | 7 | (171 | ) | 42 | ||||||||||||||
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Other comprehensive earnings/(losses) | 1 | (6 | ) | |||||||||||||||||||||
Other comprehensive (losses)/earnings | (10 | ) | 37 | (42 | ) | 141 | ||||||||||||||||||
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Balance at end of period | (2,086 | ) | (1,940 | ) | (2,129 | ) | (1,793 | ) | (2,129 | ) | (1,793 | ) | ||||||||||||
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Derivative Cash Flow Hedges: | ||||||||||||||||||||||||
Balance at beginning of period | $ | (121 | ) | $ | (46 | ) | $ | (91 | ) | $ | (36 | ) | $ | (121 | ) | $ | (46 | ) | ||||||
Net derivative gains/(losses) | 7 | (89 | ) | 2 | 6 | 31 | (77 | ) | ||||||||||||||||
Tax benefit on net derivative gain/(loss) | 5 | 24 | (5 | ) | (2 | ) | (1 | ) | 25 | |||||||||||||||
Losses/(gains) reclassified into net earnings: | ||||||||||||||||||||||||
Currency exchange contracts – forecasted transactions(3) | 1 | (6 | ) | 2 | 7 | 2 | 3 | |||||||||||||||||
Commodity contracts(3) | 8 | 5 | (21 | ) | (8 | ) | (15 | ) | 7 | |||||||||||||||
Interest rate contracts(4) | – | 96 | – | – | – | 96 | ||||||||||||||||||
Tax benefit on reclassifications(2) | (2 | ) | (36 | ) | 6 | (1 | ) | 3 | (41 | ) | ||||||||||||||
Currency impact | (1 | ) | (1 | ) | (3 | ) | – | (9 | ) | (1 | ) | |||||||||||||
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Other comprehensive earnings/(losses) | 18 | (7 | ) | (19 | ) | 2 | 11 | 12 | ||||||||||||||||
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Balance at end of period | (103 | ) | (53 | ) | (110 | ) | (34 | ) | (110 | ) | (34 | ) | ||||||||||||
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Accumulated other comprehensive income attributable to | ||||||||||||||||||||||||
Balance at beginning of period | $ | (11,122 | ) | $ | (9,986 | ) | $ | (10,217 | ) | $ | (9,768 | ) | $ | (11,122 | ) | $ | (9,986 | ) | ||||||
Total other comprehensive earnings/(losses) | 562 | 618 | 308 | 67 | 1,229 | 284 | ||||||||||||||||||
Less: gain attributable to noncontrolling interests | (4 | ) | (13 | ) | ||||||||||||||||||||
Less: loss/(gain) attributable to noncontrolling interests | (8 | ) | 2 | (24 | ) | 3 | ||||||||||||||||||
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Other comprehensive earnings/(losses) attributable to Mondelēz International | 558 | 605 | 300 | 69 | 1,205 | 287 | ||||||||||||||||||
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Balance at end of period | $ | (10,564 | ) | $ | (9,381 | ) | $ | (9,917 | ) | $ | (9,699 | ) | $ | (9,917 | ) | $ | (9,699 | ) | ||||||
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(1) | These reclassified losses are included in the components of net periodic benefit costs disclosed in Note 9,Benefit Plans. |
(2) | Taxes reclassified to earnings are recorded within the provision for income taxes. |
(3) | These reclassified gains or losses are recorded within cost of sales. |
(4) | These reclassified losses are recorded within interest and other expense, net. |
Note 13. Income Taxes
Based on current tax laws, our estimated annual effective tax rate for 2017, excluding the impacts from the sale of our Australian grocery business, is 26.3%25.8%, reflectingwhich reflects favorable impacts from the mix ofpre-tax income in variousnon-U.S. tax jurisdictions, partially offset by an increase in domestic earnings as compared to the prior year. Our 2017 firstthird quarter effective tax rate of 21.4%23.4% was favorably impacted by netthe divestiture of our Australian grocery business, which had a lower effective tax benefits from $36rate, resulting in a $27 million tax expense related to the pre-tax gain of $187 million. Our effective tax rate for the nine months ended September 30, 2017 of 21.3% was also favorably impacted by the sale of our Australian grocery business as well as other discreteone-time events. benefits. The discrete net tax benefits primarily consisted of a $16$74 million benefit from the release of uncertain tax positions due to expirations of statutes of limitations and audit settlements in severalvarious jurisdictions and a $16 million benefit relatingrelated to the U.S. domestic production activities deduction.
As of the firstthird quarter of 2016, our estimated annual effective tax rate for 2016 was 22.0%20.8%, reflecting favorable impacts from the mix ofpre-tax income in variousnon-U.S. tax jurisdictions. Our 2016 firstthird quarter effective tax rate of 10.3%7.2% included net benefit from discrete one-time events of $60 million, mainly due to $35 million from expirations of statutes of limitations and favorable audit settlements in several jurisdictions and a $17 million benefit from the reduction of U.K. net deferred tax liabilities resulting from tax legislation enacted during the third quarter of 2016 that reduced the U.K. corporate income tax rate. Our effective tax rate for the nine months ended September 30, 2016 of 13.6% was favorably impacted by net tax benefits of $109 million from $56 million of discreteone-time events. The discrete net tax benefits primarily consisted of a $39benefits of $73 million benefit from release of uncertain tax positions due to expirations of statutes of limitations and favorable audit settlements in several jurisdictions.jurisdictions and a $17 million benefit from the reduction of U.K. net deferred tax liabilities resulting from tax legislation enacted during the third quarter of 2016 that reduced the U.K. corporate income tax rate.
Note 14. Earnings Per Share
Basic and diluted earnings per share (“EPS”) were calculated as follows:
For the Three Months Ended | ||||||||||||||||||||||||
March 31, | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||||
(in millions, except per share data) | (in millions, except per share data) | |||||||||||||||||||||||
Net earnings | $ | 633 | $ | 557 | $ | 993 | $ | 548 | $ | 2,126 | $ | 1,576 | ||||||||||||
Noncontrolling interest earnings | (3 | ) | (3 | ) | ||||||||||||||||||||
Noncontrolling interest (earnings) | (1 | ) | – | (6 | ) | (10 | ) | |||||||||||||||||
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Net earnings attributable to Mondelēz International | $ | 630 | $ | 554 | $ | 992 | $ | 548 | $ | 2,120 | $ | 1,566 | ||||||||||||
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Weighted-average shares for basic EPS | 1,529 | 1,569 | 1,507 | 1,557 | 1,518 | 1,561 | ||||||||||||||||||
Plus incremental shares from assumed conversions of stock options and long-term incentive plan shares | 21 | 18 | 17 | 19 | 19 | 18 | ||||||||||||||||||
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Weighted-average shares for diluted EPS | 1,550 | 1,587 | 1,524 | 1,576 | 1,537 | 1,579 | ||||||||||||||||||
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Basic earnings per share attributable to Mondelēz International | $ | 0.41 | $ | 0.35 | $ | 0.66 | $ | 0.35 | $ | 1.40 | $ | 1.00 | ||||||||||||
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Diluted earnings per share attributable to Mondelēz International | $ | 0.41 | $ | 0.35 | $ | 0.65 | $ | 0.35 | $ | 1.38 | $ | 0.99 | ||||||||||||
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We exclude antidilutive Mondelēz International stock options from our calculation of weighted-average shares for diluted EPS. We excluded 6.7 million antidilutive stock options of 9.0 million for the three months and 8.0 million for the nine months ended March 31,September 30, 2017 and 8.64.3 million antidilutive stock options for the three months and 7.7 million for the nine months ended March 31,September 30, 2016.
Note 15. Segment Reporting
We manufacture and market primarily snack food products, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy and various cheese & grocery products, as well as powdered beverage products. We manage our global business and report operating results through geographic units.
Our operations and management structure are organized into four reportable operating segments:
On October 1, 2016, we integrated our EEMEA operating segment into our Europe and Asia Pacific operating segments to further leverage and optimize the operating scale built within the Europe and Asia Pacific regions. Russia, Ukraine, Turkey, Belarus, Georgia and Kazakhstan were combined within our Europe operating segment, while the remaining Middle East and African countries were combined within our Asia Pacific region to form the AMEA operating segment. We have reflected the segment change as if it had occurred in all periods presented.
We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise in our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions.
We use segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends. Segment operating income excludes unrealized gains and losses on hedging activities (which are a component of cost of sales), general corporate expenses (which are a component of selling, general and administrative expenses) and, amortization of intangibles and gains and losses on divestitures in all periods presented. We exclude these items from segment operating income in order to provide better transparency of our segment operating results. Furthermore, we centrally manage interest and other expense, net. Accordingly, we do not present these items by segment because they are excluded from the segment profitability measure that management reviews.
Our segment net revenues and earnings, revised to reflect our new segment structure, were:
For the Three Months Ended | ||||||||||||||||||||||||
March 31, | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||
Net revenues: | ||||||||||||||||||||||||
Latin America | $ | 910 | $ | 817 | $ | 908 | $ | 868 | $ | 2,666 | $ | 2,528 | ||||||||||||
AMEA | 1,491 | 1,515 | 1,405 | 1,443 | 4,290 | 4,404 | ||||||||||||||||||
Europe | 2,365 | 2,448 | 2,442 | 2,332 | 6,978 | 7,073 | ||||||||||||||||||
North America | 1,648 | 1,675 | 1,775 | 1,753 | 4,996 | 5,148 | ||||||||||||||||||
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Net revenues | $ | 6,414 | $ | 6,455 | $ | 6,530 | $ | 6,396 | $ | 18,930 | $ | 19,153 | ||||||||||||
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Earnings before income taxes: | ||||||||||||||||||||||||
Operating income: | ||||||||||||||||||||||||
Latin America | $ | 111 | $ | 67 | $ | 255 | $ | 92 | $ | 469 | $ | 191 | ||||||||||||
AMEA | 181 | 190 | 82 | 165 | 425 | 504 | ||||||||||||||||||
Europe | 409 | 352 | 410 | 316 | 1,158 | 924 | ||||||||||||||||||
North America | 292 | 271 | 318 | 274 | 824 | 840 | ||||||||||||||||||
Unrealized losses on hedging activities(mark-to-market impacts) | (51 | ) | (54 | ) | ||||||||||||||||||||
Unrealized gains/(losses) on hedging activities (mark-to-market impacts) | 28 | (12 | ) | (69 | ) | (49 | ) | |||||||||||||||||
General corporate expenses | (58 | ) | (60 | ) | (54 | ) | (89 | ) | (196 | ) | (216 | ) | ||||||||||||
Amortization of intangibles | (44 | ) | (44 | ) | (45 | ) | (44 | ) | (133 | ) | (132 | ) | ||||||||||||
Net gain on divestitures | 187 | – | 184 | – | ||||||||||||||||||||
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Operating income | 840 | 722 | 1,181 | 702 | 2,662 | 2,062 | ||||||||||||||||||
Interest and other expense, net | (119 | ) | (244 | ) | (19 | ) | (145 | ) | (262 | ) | (540 | ) | ||||||||||||
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Earnings before income taxes | $ | 721 | $ | 478 | $ | 1,162 | $ | 557 | $ | 2,400 | $ | 1,522 | ||||||||||||
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Items impacting our segment operating results are discussed in Note 1,Basis of Presentation, Note 2,Divestitures and Acquisitions, Note 4,Property, Plant and Equipment,Note 5,Goodwill and Intangible Assets,Note 6,2014-2018 Restructuring Program and Note 11.11,Commitments and Contingencies. Also see Note 7,Debt and Borrowing Arrangements, and Note 8,Financial Instruments, for more information on our interest and other expense, net for each period.
Net revenues by product category, revised to reflect our new segment structure, were:
For the Three Months Ended March 31, 2017 | ||||||||||||||||||||
Latin America | AMEA | Europe | North America | Total | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Biscuits | $ | 170 | $ | 399 | $ | 651 | $ | 1,333 | $ | 2,553 | ||||||||||
Chocolate | 259 | 515 | 1,223 | 70 | 2,067 | |||||||||||||||
Gum & Candy | 213 | 229 | 193 | 245 | 880 | |||||||||||||||
Beverages | 193 | 173 | 41 | – | 407 | |||||||||||||||
Cheese & Grocery | 75 | 175 | 257 | – | 507 | |||||||||||||||
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Total net revenues | $ | 910 | $ | 1,491 | $ | 2,365 | $ | 1,648 | $ | 6,414 | ||||||||||
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For the Three Months Ended March 31, 2016 | ||||||||||||||||||||
Latin America | AMEA | Europe | North America | Total | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Biscuits | $ | 164 | $ | 407 | $ | 643 | $ | 1,361 | $ | 2,575 | ||||||||||
Chocolate | 198 | 493 | 1,263 | 45 | 1,999 | |||||||||||||||
Gum & Candy | 216 | 256 | 216 | 269 | 957 | |||||||||||||||
Beverages | 164 | 177 | 48 | – | 389 | |||||||||||||||
Cheese & Grocery | 75 | 182 | 278 | – | 535 | |||||||||||||||
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Total net revenues | $ | 817 | $ | 1,515 | $ | 2,448 | $ | 1,675 | $ | 6,455 | ||||||||||
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For the Three Months Ended September 30, 2017 | ||||||||||||||||||||
Latin America | AMEA | Europe | North America | Total | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Biscuits | $ | 210 | $ | 444 | $ | 761 | $ | 1,427 | $ | 2,842 | ||||||||||
Chocolate | 207 | 520 | 1,196 | 74 | 1,997 | |||||||||||||||
Gum & Candy | 247 | 228 | 185 | 274 | 934 | |||||||||||||||
Beverages | 155 | 104 | 23 | – | 282 | |||||||||||||||
Cheese & Grocery | 89 | 109 | 277 | – | 475 | |||||||||||||||
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Total net revenues | $ | 908 | $ | 1,405 | $ | 2,442 | $ | 1,775 | $ | 6,530 | ||||||||||
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For the Three Months Ended September 30, 2016 | ||||||||||||||||||||
Latin America | AMEA | Europe | North America | Total | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Biscuits | $ | 191 | $ | 416 | $ | 677 | $ | 1,403 | $ | 2,687 | ||||||||||
Chocolate | 185 | 508 | 1,124 | 65 | 1,882 | |||||||||||||||
Gum & Candy | 247 | 239 | 218 | 285 | 989 | |||||||||||||||
Beverages | 164 | 107 | 37 | – | 308 | |||||||||||||||
Cheese & Grocery | 81 | 173 | 276 | – | 530 | |||||||||||||||
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Total net revenues | $ | 868 | $ | 1,443 | $ | 2,332 | $ | 1,753 | $ | 6,396 | ||||||||||
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For the Nine Months Ended September 30, 2017 | ||||||||||||||||||||
Latin America | AMEA | Europe | North America | Total | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Biscuits | $ | 580 | $ | 1,198 | $ | 2,130 | $ | 4,061 | $ | 7,969 | ||||||||||
Chocolate | 660 | 1,460 | 3,365 | 194 | 5,679 | |||||||||||||||
Gum & Candy | 701 | 695 | 582 | 741 | 2,719 | |||||||||||||||
Beverages | 477 | 466 | 88 | – | 1,031 | |||||||||||||||
Cheese & Grocery | 248 | 471 | 813 | – | 1,532 | |||||||||||||||
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Total net revenues | $ | 2,666 | $ | 4,290 | $ | 6,978 | $ | 4,996 | $ | 18,930 | ||||||||||
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For the Nine Months Ended September 30, 2016 | ||||||||||||||||||||
Latin America | AMEA | Europe | North America | Total | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Biscuits | $ | 551 | $ | 1,179 | $ | 2,039 | $ | 4,162 | $ | 7,931 | ||||||||||
Chocolate | 562 | 1,393 | 3,368 | 153 | 5,476 | |||||||||||||||
Gum & Candy | 713 | 745 | 688 | 833 | 2,979 | |||||||||||||||
Beverages | 466 | 513 | 124 | – | 1,103 | |||||||||||||||
Cheese & Grocery | 236 | 574 | 854 | – | 1,664 | |||||||||||||||
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Total net revenues | $ | 2,528 | $ | 4,404 | $ | 7,073 | $ | 5,148 | $ | 19,153 | ||||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Description of the Company
We manufacture and market primarily snack food products, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy and various cheese & grocery products, as well as powdered beverage products. We have operations in more than 80 countries and sell our products in approximately 165 countries.
We aim to deliver strong, profitable long-term growth by accelerating our core snacks business and expanding the reach of our Power Brands globally. Leveraging our Power Brands and our innovation platforms, we plan to innovate boldly and connect with our consumers wherever they are, including new markets around the world, using both traditional and digital channels. AsWe monitor developments in consumer consumption patterns changepreferences, and as consumers in many markets seek better-for-you products, we continue to more accessible, frequent andbetter-for-you snacking, we areexpand our portfolio through additional well-being offerings, including enhancing the goodness of many of our brands (including providing simpler and wholesome ingredient-focused snacks), expanding the well-being offerings in our portfolio and inspiring consumers to snack mindfully by providing clear and simple nutrition information.existing brands. As shopping expands further online, we are also working to grow oure-commerce platform andon-line presence with consumers. To fuel these investments, we have been working to optimize our cost structure. These efforts consist of reinventing our supply chain, including adding and upgrading to more efficient production lines, while reducing the complexity of our product offerings, ingredients and number of suppliers. We also continue to aggressively manage our overhead costs. We have embraced and embeddedzero-based budgeting practices across the organization to identify potential areas of cost reductions and capture and sustain savings within our ongoing operating budgets. Through these actions, we’re leveraging our brands, platforms and capabilities to drive long-term value and return on investment for our shareholders.
Malware Incident
On June 27, 2017, a global malware incident impacted our business. The malware affected a significant portion of our global sales, distribution and financial networks. During the last four days of the second quarter and early third quarter, we executed business continuity and contingency plans to contain the impact, minimize the damages and restore our systems environment. We do not expect, nor to date have we found, any instances of Company or personal data released externally. We restored our main operating systems and processes and we continue to further enhance the security of our systems.
For the second quarter, we estimate that the malware incident had a negative impact of 2.3% on our net revenue growth and 2.4% on our Organic Net Revenue growth. While we are pleased with our recovery efforts following the malware incident, restoring our North America systems has taken longer, resulting in additional lost revenue for the year. As a result, for the third quarter, we estimate that the recovery of shipments delayed due to the malware incident had a net favorable impact of 0.6% on our net revenue and Organic Net Revenue growth. We also incurred incremental expenses of $47 million as a result of the incident in the three months and $54 million in the nine months ended September 30, 2017. We expect to incur additional incremental expenses related to the incident and recovery process during the fourth quarter of 2017.
Summary of Results
• | Organic Net Revenue, a non-GAAP financial measure on a constant currency basis, increased |
• | Diluted EPS attributable to Mondelēz International increased |
• | Adjusted EPS, a non-GAAP financial measure, increased |
Financial Outlook
We seek to achieve profitable, long-term growth and manage our business to attain this goal using our key operating metrics: Organic Net Revenue, Adjusted Operating Income and Adjusted EPS. We use thesenon-GAAP financial metrics and related computations such as margins internally to evaluate and manage our business and to plan and make near- and long-term operating and strategic decisions. As such, we believe these metrics are useful to investors as they provide supplemental information in addition to our U.S. GAAP financial results. We believe providing investors with the same financial information that we use internally ensures that investors have the same data to make comparisons of our historical operating results, identify trends in our underlying operating results and gain additional insight and transparency on how we evaluate our business. We believe ournon-GAAP financial measures should always be considered in relation to our GAAP results, and we have provided reconciliations between our GAAP andnon-GAAP financial measures inNon-GAAP Financial Measures, which appears later in this section.
In addition to monitoring our key operating metrics, we monitor developments and trends that could impact our revenue and profitability objectives, similar to those we highlighted in our most recently filed Annual Report on Form 10-K for the year ended December 31, 2016. Weak category growth and volatility in the global commodity and currency markets continue. On February 29, 2016,As noted above, the malware incident resulted in an unfavorable impact to our 2017 revenue. We also expect to incur additional incremental expenses related to the incident and recovery process during the fourth quarter of 2017. We continue to monitor the U.K. planned exit from the E.U. (Brexit) and its impact on our results as well as currencies at risk of potential highly inflationary accounting, such as the Argentinian peso and the Ukrainian hryvnia. In connection with collective bargaining agreements covering eight U.S. facilities that expired andon February 29, 2016, we began the re-negotiation of these agreements. We continue to work toward reaching an agreement with the union and have made plans to ensure business continuity during the re-negotiations. A pending tax matter in Brazil could have a significant favorable impactFor more information on future results,these items, refer to ourDiscussion and we are not able to estimate the timing or amount at this time. Refer toAnalysis of Historical Results andCommodity Trends appearing later in this section, as well as Note 1,Basis of Presentation – Currency Translation and Highly Inflationary Accounting, and Note 6,2014-2018 Restructuring Program, and Note 11,Commitments and Contingencies – Tax Matters, for additional information..
Discussion and Analysis of Historical Results
Items Affecting Comparability of Financial Results
The following table includes significant income or (expense) items that affected the comparability of ourpre-tax results of operations and our effective tax rates. Please refer to the notes to the condensed consolidated financial statements indicated below for more information. Refer also to theConsolidated Results of Operations– Net Earnings and Earnings per Share Attributable to MondelēMondelēz International table for theafter-tax per share impacts of these items.
For the Three Months Ended March 31, | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||||||||
See Note | 2017 | 2016 | See Note | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||||||||
(in millions, except percentages) | (in millions, except percentages) | |||||||||||||||||||||||||||||
Gain on equity method investment exchange | Note 2 | $ | – | $ | 43 | Note 2 | $ | – | $ | – | $ | – | $ | 43 | ||||||||||||||||
2014-2018 Restructuring Program: | Note 6 | Note 6 | ||||||||||||||||||||||||||||
Restructuring charges | (157 | ) | (139 | ) | (113 | ) | (187 | ) | (418 | ) | (480 | ) | ||||||||||||||||||
Implementation charges | (54 | ) | (98 | ) | (62 | ) | (114 | ) | (179 | ) | (286 | ) | ||||||||||||||||||
Loss related to interest rate swaps | Note 7 & 8 | – | (97 | ) | Note 7 & 8 | – | – | – | (97 | ) | ||||||||||||||||||||
Intangible asset impairment charge | Note 5 | – | (14 | ) | ||||||||||||||||||||||||||
Loss on debt extinguishment | Note 7 | – | – | (11 | ) | – | ||||||||||||||||||||||||
Intangible asset impairment charges | Note 5 | (71 | ) | (4 | ) | (109 | ) | (30 | ) | |||||||||||||||||||||
Divestitures and sales of property | Note 2 | |||||||||||||||||||||||||||||
Net gain on divestitures | 187 | – | 184 | – | ||||||||||||||||||||||||||
Gain on sale of intangible assets | – | 7 | – | 13 | ||||||||||||||||||||||||||
Divestiture-related costs | Note 2 | (19 | ) | – | 2 | – | (26 | ) | (84 | ) | ||||||||||||||||||||
Mark-to-market losses from derivatives | Note 15 | (51 | ) | (54 | ) | |||||||||||||||||||||||||
Benefit from the settlement of a Cadbury tax matter(2) | Note 11 | 58 | – | |||||||||||||||||||||||||||
Gains on sales of property | – | 7 | – | 46 | ||||||||||||||||||||||||||
Mark-to-market gains/(losses) from derivatives | Note 15 | 28 | (12 | ) | (69 | ) | (49 | ) | ||||||||||||||||||||||
Benefits from resolution of tax matters(1) | Note 11 | 215 | – | 273 | – | |||||||||||||||||||||||||
Malware incident incremental expenses | (47 | ) | – | (54 | ) | – | ||||||||||||||||||||||||
Effective tax rate | Note 13 | 21.4 | % | 10.3 | % | Note 13 | 23.4 | % | 7.2 | % | 21.3 | % | 13.6 | % |
(1) | Refer to Note |
Consolidated Results of Operations
The following discussion compares our consolidated results of operations for the three months ended March 31,September 30, 2017 and 2016.
Three Months Ended March 31:September 30:
For the Three Months Ended | For the Three Months Ended | |||||||||||||||||||||||||||||||
March 31, | September 30, | |||||||||||||||||||||||||||||||
2017 | 2016 | $ change | % change | 2017 | 2016 | $ change | % change | |||||||||||||||||||||||||
(in millions, except per share data) | (in millions, except per share data) | |||||||||||||||||||||||||||||||
Net revenues | $ | 6,414 | $ | 6,455 | $ | (41 | ) | (0.6)% | $ | 6,530 | $ | 6,396 | $ | 134 | 2.1% | |||||||||||||||||
Operating income | 840 | 722 | 118 | 16.3% | 1,181 | 702 | 479 | 68.2% | ||||||||||||||||||||||||
Net earnings attributable to Mondelēz International | 630 | 554 | 76 | 13.7% | 992 | 548 | 444 | 81.0% | ||||||||||||||||||||||||
Diluted earnings per share attributable to Mondelēz International | 0.41 | 0.35 | 0.06 | 17.1% | 0.65 | 0.35 | 0.30 | 85.7% |
Net Revenues– Net revenues decreased $41increased $134 million (0.6%(2.1%) to $6,414$6,530 million in the firstthird quarter of 2017, and Organic Net Revenue(1) increased $41$176 million (0.6%(2.8%) to $6,494$6,416 million. Power Brands net revenues increased 1.6%5.6%, including a favorable currency impact, and Power Brands Organic Net Revenue increased 3.8%. Emerging markets net revenues increased 4.5%, including an unfavorable currency impact, and emerging markets Organic Net Revenue increased 4.8%. The underlying changes in net revenues and Organic Net Revenue are detailed below:
2017 | ||||||||
Change in net revenues (by percentage point) | ||||||||
Total change in net revenues | 2.1 | % | ||||||
Add back the following items affecting comparability: | ||||||||
Favorable currency | (1.3 | )pp | ||||||
Impact of acquisition | (0.3 | )pp | ||||||
Impact of divestitures | 2.3 | pp | ||||||
Total change in Organic Net Revenue(1) | 2.8 | % | ||||||
Higher net pricing | 1.5 | pp | ||||||
Favorable volume/mix | 1.3 | pp |
(1) | Please see theNon-GAAP Financial Measures section at the end of this item. |
Net revenue increase of 2.1% was driven by our underlying Organic Net Revenue increase of 2.8%, favorable currency and the impact of an acquisition, partially offset by the impact of divestitures. Our underlying Organic Net Revenue increase was driven by higher net pricing and favorable volume/mix, including the recovery of shipments delayed as a result of the second quarter malware incident that we estimate had a positive impact of 0.6% on our net revenue and Organic Net Revenue growth. Net pricing was up, which included the benefit of carryover pricing from 2016 and the first half of 2017 as well as the effects of input cost-driven pricing actions taken during the third quarter of 2017. Higher net pricing was reflected in all segments except Europe. Favorable volume/mix was reflected in Europe and North America, partially offset by declines in Latin America and AMEA. Favorable year-over-year currency impacts increased net revenues by $80 million, due primarily to the strength of several currencies relative to the U.S. dollar, including the euro, Russian ruble, Brazilian real, Australian dollar and Indian rupee, partially offset by the strength of the U.S. dollar relative to several currencies, including the Egyptian pound and Argentinian peso. The November 2, 2016 acquisition of a business and license to manufacture, market and sell Cadbury-branded biscuits in additional key markets added $20 million (constant currency basis) of incremental net revenues for the third quarter of 2017. The impact of divestitures resulted in a year-over-year decline in net revenues of $142 million for the third quarter of 2017.
Operating Income– Operating income increased $479 million (68.2%) to $1,181 million in the third quarter of 2017, Adjusted Operating Income(1) increased $126 million (12.9%) to $1,100 million and Adjusted Operating Income on a constant currency basis(1) increased $106 million (10.9%) to $1,080 million due to the following:
Operating Income | % Change | |||||||
(in millions) | ||||||||
Operating Income for the Three Months Ended September 30, 2016 | $ | 702 | ||||||
2014-2018 Restructuring Program costs(2) | 301 | |||||||
Intangible asset impairment charges(3) | 4 | |||||||
Mark-to-market losses from derivatives(4) | 12 | |||||||
Operating income from divestitures(5) | (37 | ) | ||||||
Gain on sale of intangible assets(6) | (7 | ) | ||||||
Other/rounding | (1 | ) | ||||||
|
| |||||||
Adjusted Operating Income(1) for the | $ | 974 | ||||||
Higher net pricing | 93 | |||||||
Higher input costs | (68 | ) | ||||||
Favorable volume/mix | 14 | |||||||
Lower selling, general and administrative expenses | 107 | |||||||
VAT-related settlement | (34 | ) | ||||||
Gains on sales of property(7) | (7 | ) | ||||||
Impact from acquisition(7) | 1 | |||||||
|
| |||||||
Total change in Adjusted Operating Income (constant currency) (1) | 106 | 10.9% | ||||||
Favorable currency – translation | 20 | |||||||
|
| |||||||
Total change in Adjusted Operating Income(1) | 126 | 12.9% | ||||||
|
| |||||||
Adjusted Operating Income(1) for the | $ | 1,100 | ||||||
2014-2018 Restructuring Program costs(2) | (175 | ) | ||||||
Intangible asset impairment charges(3) | (71 | ) | ||||||
Mark-to-market gains from derivatives(4) | 28 | |||||||
Malware incident incremental expenses | (47 | ) | ||||||
Acquisition integration costs(8) | (1 | ) | ||||||
Operating income from divestitures(5) | 4 | |||||||
Gain on divestiture(5) | 187 | |||||||
Benefits from resolution of tax matters(9) | 155 | |||||||
Other/rounding | 1 | |||||||
|
| |||||||
Operating Income for the Three Months Ended September 30, 2017 | $ | 1,181 | 68.2% | |||||
|
|
|
|
(1) | Refer to theNon-GAAP Financial Measures section at the end of this item. |
(2) | Refer to Note 6,2014-2018 Restructuring Program, for more information. |
(3) | Refer to Note 2,Divestitures and Acquisitions, and Note 5,Goodwill and Intangible Assets, for more information on trademark impairments. |
(4) | Refer to Note 8,Financial Instruments, Note 15,Segment Reporting, andNon-GAAP Financial Measures appearing later in this section for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives. |
(5) | Refer to Note 2,Divestitures and Acquisitions, for more information on the 2017 sales of a confectionery business in France and a grocery business in Australia and New Zealand and 2016 sales of property. Refer to our Annual Report on Form 10-K for the year ended December 31, 2016 for more information on the 2016 sale of a confectionery business in Costa Rica. |
(6) | Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland. |
(7) | Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 purchase of a license to manufacture, market and sell Cadbury-branded biscuits in additional key markets and other property sale in 2016. |
(8) | Refer to our Annual Report on Form 10-K for the year ended December 31, 2016, for information on the acquisition of a biscuit business in Vietnam. |
(9) | Refer to Note 11,Commitments and Contingencies – Tax Matters, for more information on the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter and settlement of a pre-acquisition Cadbury tax matter. |
During the third quarter, we realized higher net pricing as input costs increased modestly. Higher net pricing, which included the carryover impact of pricing actions taken in 2016 and the first half of 2017 as well as the effects of input cost-driven pricing actions taken during the third quarter of 2017, was reflected in all segments except Europe. The increase in input costs was driven by higher raw material costs which were partially offset by lower manufacturing costs due to productivity gains. Favorable volume/mix, in part due to the recovery of shipments delayed as a result of the second quarter malware incident, was driven by Europe, partially offset by unfavorable volume/mix in AMEA, Latin America and North America.
Total selling, general and administrative expenses decreased $222 million from the third quarter of 2016, due to a number of factors noted in the table above, including in part, the benefit from the resolution of a Brazilian indirect tax matter and lower implementation costs incurred for the 2014-2018 Restructuring Program. The decreases were partially offset by the VAT-related settlement in 2016, an unfavorable currency impact, incremental expenses related to the malware incident and the gains on sales of property in 2016.
Excluding the factors noted above, selling, general and administrative expenses decreased $107 million from the third quarter of 2016. The decrease was driven primarily by lower overhead costs due to continued cost reduction efforts.
Favorable currency impacts increased operating income by $20 million due primarily to the strength of several currencies relative to the U.S. dollar, including the euro, Russian ruble, Brazilian real, Indian rupee and Australian dollar, partially offset by the strength of the U.S. dollar relative to several currencies, including the Egyptian pound and Argentinian peso.
Operating income margin increased from 11.0% in the third quarter of 2016 to 18.1% in the third quarter of 2017. The increase in operating income margin was driven primarily by the net gain on divestitures, the benefit from the resolution of a Brazilian indirect tax matter, lower 2014-2018 Restructuring Program costs, an increase in our Adjusted Operating Income margin and the year-over-year favorable impact of unrealized gains/(losses) on currency and commodity hedging activities, partially offset by higher intangible asset impairment charges, incremental costs related to the malware incident and the impact from divestitures. Adjusted Operating Income margin increased from 15.6% in the third quarter of 2016 to 16.9% in the third quarter of 2017. The increase in Adjusted Operating Income margin was driven primarily by lower overheads from continued cost reduction efforts.
Net Earnings and Earnings per Share Attributable to Mondelēz International– Net earnings attributable to Mondelēz International of $992 million increased by $444 million (81.0%) in the third quarter of 2017. Diluted EPS attributable to Mondelēz International was $0.65 in the third quarter of 2017, up $0.30 (85.7%) from the third quarter of 2016. Adjusted EPS(1) was $0.57 in the third quarter of 2017, up $0.07 (14.0%) from the third quarter of 2016. Adjusted EPS on a constant currency basis(1) was $0.56 in the third quarter of 2017, up $0.06 (12.0%) from the third quarter of 2016.
Diluted EPS | ||||
Diluted EPS Attributable to Mondelēz International for the | $ | 0.35 | ||
2014-2018 Restructuring Program costs (2) | 0.14 | |||
Intangible asset impairment charges(2) | – | |||
Mark-to-market gains from derivatives(2) | – | |||
Net earnings from divestitures(2) | (0.02 | ) | ||
Gain on sale of intangible assets(2) | – | |||
Equity method investee acquisition-related and other adjustments(3) | 0.03 | |||
|
| |||
Adjusted EPS(1) for the Three Months Ended September 30, 2016 | $ | 0.50 | ||
Increase in operations | 0.08 | |||
Increase in equity method investment net earnings | 0.01 | |||
VAT-related settlements | (0.02 | ) | ||
Gains on sales of property(2) | – | |||
Impact from acquisition (2) | – | |||
Lower interest and other expense, net(4) | 0.03 | |||
Changes in shares outstanding(5) | 0.02 | |||
Changes in income taxes (6) | (0.06 | ) | ||
|
| |||
Adjusted EPS (constant currency)(1) for the Three Months Ended September 30, 2017 | $ | 0.56 | ||
Favorable currency – translation | 0.01 | |||
|
| |||
Adjusted EPS(1) for the Three Months Ended September 30, 2017 | $ | 0.57 | ||
2014-2018 Restructuring Program costs (2) | (0.08 | ) | ||
Intangible asset impairment charges(2) | (0.04 | ) | ||
Mark-to-market gains from derivatives(2) | 0.02 | |||
Malware incident incremental expenses | (0.02 | ) | ||
Divestiture-related costs(7) | (0.01 | ) | ||
Net earnings from divestitures(2) | – | |||
Gain on divestiture(2) | 0.12 | |||
Benefits from resolution of tax matters(2) | 0.09 | |||
Equity method investee acquisition-related and other adjustments (3) | – | |||
|
| |||
Diluted EPS Attributable to Mondelēz International for the | $ | 0.65 | ||
|
|
(1) | Refer to theNon-GAAP Financial Measures section appearing later in this section. |
(2) | See theOperating Income table above and the related footnotes for more information. |
(3) | Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs and restructuring program costs, recorded by our JDE and Keurig equity method investees. |
(4) | Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation. |
(5) | Refer to Note 10,Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 14,Earnings Per Share, for earnings per share weighted-average share information. |
(6) | Refer to Note 10,Stock Plans, for more information on a $7 million earnings impact (in the provision for income taxes) in the third quarter of 2017 related to adopting a new stock-based compensation accounting standard in 2017 and Note 13,Income Taxes, for more information on the change in our income taxes and effective tax rate. |
(7) | Refer to Note 2,Divestitures and Acquisition, for more information on the sale of a grocery business in Australia and New Zealand and related taxes as well as a related gain on a foreign currency hedge. |
Nine Months Ended September 30:
For the Nine Months Ended September 30, | ||||||||||||||||
2017 | 2016 | $ change | % change | |||||||||||||
(in millions, except per share data) | ||||||||||||||||
Net revenues | $ | 18,930 | $ | 19,153 | $ | (223 | ) | (1.2)% | ||||||||
Operating income | 2,662 | 2,062 | 600 | 29.1% | ||||||||||||
Net earnings attributable to Mondelēz International | 2,120 | 1,566 | 554 | 35.4% | ||||||||||||
Diluted earnings per share attributable to Mondelēz International | 1.38 | 0.99 | 0.39 | 39.4% |
Net Revenues– Net revenues decreased $223 million (1.2%) to $18,930 million in the first nine months of 2017, and Organic Net Revenue(1) increased $55 million (0.3%) to $18,766 million. Power Brands net revenues increased 1.4%, including an unfavorable currency impact, and Power Brands Organic Net Revenue increased 2.5%1.5%. Emerging markets net revenues increased 4.2%2.4%, including a favorablean unfavorable currency impact, and emerging markets Organic Net Revenue increased 3.5%2.7%. The underlying changes in net revenues and Organic Net Revenue are detailed below:
2017 | |||||||||||||
Change in net revenues (by percentage point) | |||||||||||||
Total change in net revenues | ( | )% | |||||||||||
Add back the following items affecting comparability: | |||||||||||||
Impact of divestitures | 1.0 | pp | |||||||||||
Unfavorable currency | |||||||||||||
| pp | ||||||||||||
Impact of | (0.3 | )pp | |||||||||||
|
| ||||||||||||
Total change in Organic Net Revenue(1) | 0.3 | % | |||||||||||
|
| ||||||||||||
Higher net pricing | 1.2 | pp | |||||||||||
Unfavorable volume/mix | ( | )pp |
(1) | Please see theNon-GAAP Financial Measures section at the end of this item. |
Net revenue decline of 0.6%1.2% was driven by the impact of divestitures and unfavorable currency, partially offset by our underlying Organic Net Revenue growth of 0.6%0.3% and the impact of an acquisition. The impact of divestitures resulted in a year-over-year decline in net revenues of $193 million for the first nine months of 2017. Unfavorable year-over-year currency impacts decreased net revenues by $94$135 million, due primarily to the strength of the U.S. dollar relative to several currencies, including the British pound sterling, euro, Egyptian pound, Argentinian peso, Nigerian naira, Turkish lira and Mexican peso,Chinese yuan, partially offset by the strength of several currencies relative to the U.S. dollar, including the Brazilian real, Russian ruble, South African rand and Australian dollar, relative to the U.S. dollar. Our underlying Organic Net Revenue growthincrease was driven by higher net pricing, partially offset by unfavorable volume/mix. Net pricing was up, which includes the benefit of carryover pricing from 2016 as well as the effects of input cost-driven pricing actions taken during the first quarter of 2017. Higher net pricing was reflected in Latin America and AMEA, partially offset by lower net pricing in Europe and North America. Unfavorable volume/mix largely due to price elasticity, was reflected in North America, Latin America and AMEA, partially offset by favorable volume/mixall segments except Europe, in Europe.part due to expected shipments that we did not realize following the second quarter malware incident. The November 2, 2016 acquisition of a business and license to manufacture, market and sell Cadbury-branded biscuits in additional key markets added $14$50 million (constant currency basis) of incremental net revenues for the first quarternine months of 2017.
Operating Income– Operating income increased $118$600 million (16.3%(29.1%) to $840$2,662 million in the first quarternine months of 2017, Adjusted Operating Income(1) increased $47$192 million (4.6%(6.7%) to $1,075$3,075 million and Adjusted Operating Income on a constant currency basis(1) increased $62$245 million (6.0%(8.5%) to $1,090$3,128 million due to the following:
Operating | ||||||||
Income | Change | |||||||
(in millions) | (percentage point) | |||||||
Operating Income for the Three Months Ended March 31, 2016 | $ | 722 | ||||||
2014-2018 Restructuring Program costs(2) | 237 | 29.1pp | ||||||
Intangible asset impairment charge(3) | 14 | 1.5pp | ||||||
Acquisition integration costs(4) | 3 | 0.3pp | ||||||
Mark-to-market losses from derivatives(5) | 54 | 5.5pp | ||||||
Other/rounding | (2 | ) | (0.2)pp | |||||
|
| |||||||
Adjusted Operating Income(1) for the | $ | 1,028 | ||||||
Higher net pricing | 69 | 6.8pp | ||||||
Higher input costs | (32 | ) | (3.2)pp | |||||
Unfavorable volume/mix | (28 | ) | (2.8)pp | |||||
Lower selling, general and administrative expenses | 53 | 5.2pp | ||||||
Impact from acquisition(6) | 1 | 0.1pp | ||||||
Other | (1 | ) | (0.1)pp | |||||
|
|
|
| |||||
Total change in Adjusted Operating Income (constant currency)(1) | 62 | 6.0% | ||||||
Unfavorable currency – translation | (15 | ) | (1.4)pp | |||||
|
|
|
| |||||
Total change in Adjusted Operating Income(1) | 47 | 4.6% | ||||||
|
| |||||||
Adjusted Operating Income(1) for the | $ | 1,075 | ||||||
2014-2018 Restructuring Program costs(2) | (211 | ) | (23.9)pp | |||||
Divestiture-related costs(7) | (19 | ) | (1.9)pp | |||||
Acquisition integration costs(4) | (1 | ) | (0.1)pp | |||||
Mark-to-market losses from derivatives(5) | (51 | ) | (5.0)pp | |||||
Benefit from the settlement of a Cadbury tax matter(8) | 46 | 6.3pp | ||||||
Other/rounding | 1 | 0.1pp | ||||||
|
|
|
| |||||
Operating Income for the Three Months Ended March 31, 2017 | $ | 840 | 16.3% | |||||
|
|
|
|
Operating Income | % Change | |||||||
(in millions) | ||||||||
Operating Income for the Nine Months Ended September 30, 2016 | $ | 2,062 | ||||||
2014-2018 Restructuring Program costs(2) | 766 | |||||||
Intangible asset impairment charges(3) | 30 | |||||||
Mark-to-market losses from derivatives(4) | 49 | |||||||
Acquisition integration costs(5) | 6 | |||||||
Divestiture-related costs(6) | 84 | |||||||
Operating income from divestitures(6) | (99 | ) | ||||||
Gain on sale of intangible assets(7) | (13 | ) | ||||||
Other/rounding | (2 | ) | ||||||
|
| |||||||
Adjusted Operating Income(1) for the | $ | 2,883 | ||||||
Higher net pricing | 233 | |||||||
Higher input costs | (116 | ) | ||||||
Unfavorable volume/mix | (140 | ) | ||||||
Lower selling, general and administrative expenses | 315 | |||||||
Gains on sales of property(8) | (46 | ) | ||||||
VAT-related settlements | (34 | ) | ||||||
Property insurance recovery | 27 | |||||||
Impact from acquisitions(8) | 7 | |||||||
Other | (1 | ) | ||||||
|
| |||||||
Total change in Adjusted Operating Income (constant currency) (1) | 245 | 8.5% | ||||||
Unfavorable currency – translation | (53 | ) | ||||||
|
| |||||||
Total change in Adjusted Operating Income(1) | 192 | 6.7% | ||||||
|
| |||||||
Adjusted Operating Income(1) for the | $ | 3,075 | ||||||
2014-2018 Restructuring Program costs(2) | (597 | ) | ||||||
Intangible asset impairment charges(3) | (109 | ) | ||||||
Mark-to-market losses from derivatives(4) | (69 | ) | ||||||
Malware incident incremental expenses | (54 | ) | ||||||
Acquisition integration costs(5) | (2 | ) | ||||||
Divestiture-related costs(6) | (23 | ) | ||||||
Operating income from divestitures(6) | 55 | |||||||
Net gain on divestitures(6) | 184 | |||||||
Benefits from resolution of tax matters(9) | 201 | |||||||
Other/rounding | 1 | |||||||
|
| |||||||
Operating Income for the Nine Months Ended September 30, 2017 | $ | 2,662 | 29.1% | |||||
|
|
|
|
(1) | Refer to theNon-GAAP Financial Measures section at the end of this item. |
(2) | Refer to Note 6,2014-2018 Restructuring Program, for |
(3) | Refer to Note 2,Divestitures and Acquisitions, and Note 5,Goodwill and Intangible Assets, for more information on |
(4) |
Refer to Note 8,Financial Instruments, Note 15,Segment Reporting, andNon-GAAP Financial Measures appearing later in this section for more information on |
(5) | Refer to our Annual Report on Form 10-K for the year ended December 31, 2016, for information on the acquisition of a biscuit business in Vietnam. |
(6) | Refer to Note 2,Divestitures and Acquisitions, for more information on the |
(7) | Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland. |
(8) | Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 purchase of a license to manufacture, market and sell Cadbury-branded biscuits in additional key |
Refer to Note 11,Commitments and Contingencies – Tax Matters, |
During the quarter,first nine months of 2017, we realized higher net pricing aswhile input costs increased.increased modestly. Higher net pricing, which included the carryover impact of pricing actions taken in 2016 and the first half of 2017 as well as the effects of input cost-driven pricing actions taken during the third quarter of 2017, was reflected indriven by Latin America and AMEA, partially offset by lower net pricing in Europe and North America. The increase in input costs was driven by higher raw material costs in part due to higher currency exchange transaction costs on imported materials, which were partially offset by lower manufacturing costs due to productivity gains.productivity. Unfavorable volume/mix, in part due to expected shipments that we did not realize following the second quarter malware incident, was driven by North America, AMEA, and NorthLatin America, which was partially offset by favorable volume/mix in Europe and Latin America.Europe.
Total selling, general and administrative expenses decreased $140$581 million from the first quarternine months of 2016, due to a number of factors noted in the table above, including in part, the benefitbenefits from the settlementresolution of a Cadbury tax matter,matters, lower implementation costs incurred for the 2014-2018 Restructuring Program, lower divestiture-related costs and a favorable currency impact and an intangible asset impairment charge recordedproperty insurance recovery in the first quarter of 2016.AMEA. The decreases were partially offset by an increase from divestiture-related costs associated withhigher intangible asset impairment charges, gains on sales of property in 2016 and incremental expenses incurred due to the planned sale of a confectionery business in France and the planned sale of the grocery business in Australia.malware incident.
Excluding the factors noted above, selling, general and administrative expenses decreased $53$315 million from the first quarternine months of 2016. The decrease was driven primarily by lower overhead costs and lower advertising and consumer promotion costs due to continued cost reduction efforts partially offset by higher advertising and consumer promotion expenses.in both areas.
Unfavorable currency impacts decreased operating income by $15$53 million, due primarily to the strength of the U.S. dollar relative to mostseveral currencies, including the Egyptian pound and British pound sterling, euro and Egyptian pound, partially offset by the strength of several currencies relative to the U.S. dollar, including the Brazilian real, Russian ruble, Australian dollar and Russian ruble.South African rand.
Operating income margin increased from 11.2%10.8% in the first quarternine months of 2016 to 13.1%14.1% in the first quarternine months of 2017. The increase in operating income margin was driven primarily by an increase in our Adjusted Operating Income margin, the benefitbenefits from the settlementresolution of a Cadbury tax matter andmatters, the net gain on divestitures, lower costs incurred for the 2014-2018 Restructuring Program costs and lower divestiture-related costs, partially offset by divestiture-relatedhigher intangible asset impairment charges, incremental costs associated withrelated to the planned salemalware incident and the year-over-year unfavorable impact of a confectionery business in France.unrealized gains/(losses) on currency and commodity hedging activities. Adjusted Operating Income margin increased from 15.9%15.4% in the first quarternine months of 2016 to 16.8%16.5% in the first quarternine months of 2017. The increase in Adjusted Operating Income margin was driven primarily by lower overheads fromand lower advertising and consumer promotion costs due to continued cost reduction programs.efforts in both areas.
Net Earnings and Earnings per Share Attributable to MondelēMondelēz International– Net earnings attributable to Mondelēz International of $630$2,120 million increased by $76$554 million (13.7%(35.4%) in the first quarternine months of 2017. Diluted EPS attributable to Mondelēz International was $0.41$1.38 in the first quarternine months of 2017, up $0.06 (17.1%$0.39 (39.4%) from the first quarternine months of 2016. Adjusted EPS(1) was $0.53$1.57 in the first quarternine months of 2017, up $0.02 (3.9%$0.15 (10.6%) from the first quarternine months of 2016. Adjusted EPS on a constant currency basis(1) was $0.54$1.59 in the first quarternine months of 2017, up $0.03 (5.9%$0.17 (12.0%) from the first quarternine months of 2016.
Diluted EPS | ||||
Diluted EPS Attributable to Mondelēz International for the | $ | 0.35 | ||
2014-2018 Restructuring Program costs(2) | 0.11 | |||
Intangible asset impairment charge(2) | 0.01 | |||
Acquisition integration costs(2) | – | |||
Mark-to-market losses from derivatives(2) | 0.03 | |||
Loss related to interest rate swaps(3) | 0.04 | |||
Gain on equity method investment exchange(4) | (0.03 | ) | ||
Equity method investee acquisition-related and other adjustments(5) | – | |||
|
| |||
Adjusted EPS(1) for the Three Months Ended March 31, 2016 | $ | 0.51 | ||
Increase in operations | 0.03 | |||
Increase in equity method investment net earnings | 0.01 | |||
Impact of acquisition(2) | – | |||
Lower interest and other expense, net(6) | – | |||
Changes in shares outstanding(7) | 0.01 | |||
Changes in income taxes(8) | (0.02 | ) | ||
|
| |||
Adjusted EPS (constant currency) (1)for the Three Months Ended March 31, 2017 | $ | 0.54 | ||
Unfavorable currency – translation | (0.01 | ) | ||
|
| |||
Adjusted EPS(1) for the Three Months Ended March 31, 2017 | $ | 0.53 | ||
2014-2018 Restructuring Program costs(2) | (0.10 | ) | ||
Divestiture-related costs(2) | (0.01 | ) | ||
Acquisition integration costs(2) | – | |||
Mark-to-market losses from derivatives(2) | (0.03 | ) | ||
Benefit from the settlement of a Cadbury tax matter(2) | 0.04 | |||
Equity method investee acquisition-related and other adjustments(5) | (0.02 | ) | ||
|
| |||
Diluted EPS Attributable to Mondelēz International for the | $ | 0.41 | ||
|
|
Diluted EPS | ||||
Diluted EPS Attributable to Mondelēz International for the | $ | 0.99 | ||
2014-2018 Restructuring Program costs (2) | 0.36 | |||
Intangible asset impairment charges(2) | 0.01 | |||
Mark-to-market losses from derivatives(2) | 0.03 | |||
Divestiture-related costs(2) | 0.04 | |||
Net earnings from divestitures(2) | (0.05 | ) | ||
Gain on sale of intangible assets(2) | – | |||
Loss related to interest rate swaps(3) | 0.04 | |||
Gain on equity method investment exchange (4) | (0.03 | ) | ||
Equity method investee acquisition-related and other adjustments (5) | 0.03 | |||
|
| |||
Adjusted EPS(1) for the Nine Months Ended September 30, 2016 | $ | 1.42 | ||
Increase in operations | 0.16 | |||
Increase in equity method investment earnings | 0.01 | |||
Gains on sales of property(2) | (0.02 | ) | ||
VAT-related settlements | (0.02 | ) | ||
Property insurance recovery | 0.01 | |||
Impact of acquisition(2) | – | |||
Lower interest and other expense, net(6) | 0.06 | |||
Changes in shares outstanding(7) | 0.04 | |||
Changes in income taxes(8) | (0.07 | ) | ||
|
| |||
Adjusted EPS (constant currency)(1) for the Nine Months Ended September 30, 2017 | $ | 1.59 | ||
Unfavorable currency – translation | (0.02 | ) | ||
|
| |||
Adjusted EPS(1) for the Nine Months Ended September 30, 2017 | $ | 1.57 | ||
2014-2018 Restructuring Program costs (2) | (0.29 | ) | ||
Intangible asset impairment charges(2) | (0.05 | ) | ||
Mark-to-market losses from derivatives(2) | (0.04 | ) | ||
Malware incident incremental expenses | (0.02 | ) | ||
Divestiture-related costs(2) | (0.02 | ) | ||
Net earnings from divestitures(2) | 0.03 | |||
Net gain on divestitures(2) | 0.11 | |||
Acquisition integration costs(2) | – | |||
Benefits from resolution of tax matters(2) | 0.13 | |||
Loss on debt extinguishment(9) | (0.01 | ) | ||
Equity method investee acquisition-related and other adjustments (5) | (0.03 | ) | ||
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Diluted EPS Attributable to Mondelēz International for the | $ | 1.38 | ||
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(1) | Refer to theNon-GAAP Financial Measures section |
(2) | See theOperating Income table above and the related footnotes for more information. |
(3) | Refer to Note 8,Financial Instruments, for more information on our interest rate swaps, which we no longer designated as cash flow hedges during the first quarter of 2016 due to changes in financing and hedging plans. |
(4) | Refer to Note 2,Divestitures and Acquisitions – Keurig Transaction, for more information on the 2016 acquisition of an interest in Keurig. |
(5) | Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs and restructuring program costs, recorded by our JDE and Keurig equity method investees. |
(6) | Excludes the |
(7) | Refer to Note 10,Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 14,Earnings Per Share, for earnings per share weighted-average share information. |
(8) | Refer to Note |
(9) | Refer to Note 7,Debt and Borrowing Arrangements, for more information on our loss on debt extinguishment and related expenses in connection with our debt discharge. |
Results of Operations by Reportable Segment
Our operations and management structure are organized into four reportable operating segments:
On October 1, 2016, we integrated our EEMEA operating segment into our Europe and Asia Pacific operating segments to further leverage and optimize the operating scale built within the Europe and Asia Pacific regions. Russia, Ukraine, Turkey, Belarus, Georgia and Kazakhstan were combined within our Europe operating segment, while the remaining Middle East and African countries were combined within our Asia Pacific region to form a new AMEA operating segment. We have reflected the segment change as if it had occurred in all periods presented.
We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise in our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions.
We use segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends. See Note 15, Segment Reporting,for additional information on our segments andItems Affecting Comparability of Financial Results earlier in this section for items affecting our segment operating results.
Our segment net revenues and earnings, revised to reflect our new segment structure in all periods, were:
For the Three Months Ended | ||||||||||||||||||||||||
March 31, | For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||
Net revenues: | ||||||||||||||||||||||||
Latin America | $ | 910 | $ | 817 | $ | 908 | $ | 868 | $ | 2,666 | $ | 2,528 | ||||||||||||
AMEA | 1,491 | 1,515 | 1,405 | 1,443 | 4,290 | 4,404 | ||||||||||||||||||
Europe | 2,365 | 2,448 | 2,442 | 2,332 | 6,978 | 7,073 | ||||||||||||||||||
North America | 1,648 | 1,675 | 1,775 | 1,753 | 4,996 | 5,148 | ||||||||||||||||||
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Net revenues | $ | 6,414 | $ | 6,455 | $ | 6,530 | $ | 6,396 | $ | 18,930 | $ | 19,153 | ||||||||||||
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Earnings before income taxes: | ||||||||||||||||||||||||
Operating income: | ||||||||||||||||||||||||
Latin America | $ | 111 | $ | 67 | $ | 255 | $ | 92 | $ | 469 | $ | 191 | ||||||||||||
AMEA | 181 | 190 | 82 | 165 | 425 | 504 | ||||||||||||||||||
Europe | 409 | 352 | 410 | 316 | 1,158 | 924 | ||||||||||||||||||
North America | 292 | 271 | 318 | 274 | 824 | 840 | ||||||||||||||||||
Unrealized losses on hedging | (51 | ) | (54 | ) | ||||||||||||||||||||
Unrealized gains/(losses) on hedging activities (mark-to-market impacts) | 28 | (12 | ) | (69 | ) | (49 | ) | |||||||||||||||||
General corporate expenses | (58 | ) | (60 | ) | (54 | ) | (89 | ) | (196 | ) | (216 | ) | ||||||||||||
Amortization of intangibles | (44 | ) | (44 | ) | (45 | ) | (44 | ) | (133 | ) | (132 | ) | ||||||||||||
Net gain on divestitures | 187 | – | 184 | – | ||||||||||||||||||||
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Operating income | 840 | 722 | 1,181 | 702 | 2,662 | 2,062 | ||||||||||||||||||
Interest and other expense, net | (119 | ) | (244 | ) | (19 | ) | (145 | ) | (262 | ) | (540 | ) | ||||||||||||
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Earnings before income taxes | $ | 721 | $ | 478 | $ | 1,162 | $ | 557 | $ | 2,400 | $ | 1,522 | ||||||||||||
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Latin America
For the Three Months Ended | �� | For the Three Months Ended | ||||||||||||||||||||||||||||||
March 31, | September 30, | |||||||||||||||||||||||||||||||
2017 | 2016 | $ change | % change | 2017 | 2016 | $ change | % change | |||||||||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||||||||||
Net revenues | $ | 910 | $ | 817 | $ | 93 | 11.4% | $ | 908 | $ | 868 | $ | 40 | 4.6% | ||||||||||||||||||
Segment operating income | 111 | 67 | 44 | 65.7% | 255 | 92 | 163 | 177.2% | ||||||||||||||||||||||||
For the Nine Months Ended | ||||||||||||||||||||||||||||||||
September 30, | ||||||||||||||||||||||||||||||||
2017 | 2016 | $ change | % change | |||||||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||||||
Net revenues | $ | 2,666 | $ | 2,528 | $ | 138 | 5.5% | |||||||||||||||||||||||||
Segment operating income | 469 | 191 | 278 | 145.5% |
Three Months Ended September 30:
Net revenues increased $93$40 million (11.4%(4.6%), due to favorable currency (8.0 pp) and higher net pricing (6.4(8.3 pp), partially offset by unfavorable volume/mix (2.7(2.9 pp), unfavorable currency (0.6 pp) and the impact of a divestiture (0.3(0.2 pp). Higher net pricing was reflected across all categories driven primarily by Brazil, Argentina and Mexico. Despite the benefit from the recovery of shipments delayed due to the second quarter malware incident, unfavorable volume/mix occurred across most of the region and was largely due to the impact of pricing-related elasticity. Unfavorable volume/mix was driven by declines in refreshment beverages, gum and cheese & grocery, partially offset by gains in chocolate, biscuits and candy. Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to the Argentinian peso, partially offset by the strength of the Brazilian real and Mexico peso relative to the U.S. dollar. On December 1, 2016, we sold a small confectionery business in Costa Rica.
Segment operating income increased $163 million (177.2%), primarily due to the benefit from the resolution of a Brazilian indirect tax matter of $153 million, higher net pricing and lower manufacturing costs. These favorable items were partially offset by higher raw material costs, higher advertising and consumer promotion costs, unfavorable volume/mix, higher costs incurred for the 2014-2018 Restructuring Program, higher other selling, general and administrative expenses and an intangible asset impairment charge.
Nine Months Ended September 30:
Net revenues increased $138 million (5.5%), due to higher net pricing (7.4 pp) and favorable currency (2.8 pp), partially offset by unfavorable volume/mix (4.5 pp) and the impact of a divestiture (0.2 pp). Higher net pricing was reflected across all categories driven primarily by Argentina, Brazil and Mexico. Favorable currency impacts were due primarily to the strength of several currencies in the region relative to the U.S. dollar, primarily the Brazilian real, partially offset by the strength of the U.S. dollar relative to the MexicanArgentinian peso and ArgentineanMexican peso. Higher net pricing was reflected across all categories driven primarily by Argentina, Brazil and Mexico. Unfavorable volume/mix, which primarily occurred in Brazil, Mexico and Argentina,across most of the region, was largely due to the impact of pricing-related elasticity. In addition, only a portion of the shipments delayed at the end of the second quarter due to the malware incident was recovered. Unfavorable volume/mix was driven by declines in all categories except chocolate.chocolate and candy. On December 1, 2016, we sold a small confectionery business in Costa Rica.
Segment operating income increased $44$278 million (65.7%(145.5%), primarily due to higher net pricing, the benefit from the resolution of a Brazilian indirect tax matter of $153 million, lower manufacturing costs, favorable currency, lower other selling, general and administrative expenses favorable currency,and lower advertising and consumer promotion costs, lower manufacturing costs and favorable volume/mix.costs. These favorable items were mostlypartially offset by higher raw material costs, unfavorable volume/mix and an intangible asset impairment charge.
AMEA
For the Three Months Ended | ||||||||||||||||
September 30, | ||||||||||||||||
2017 | 2016 | $ change | % change | |||||||||||||
(in millions) | ||||||||||||||||
Net revenues | $ | 1,405 | $ | 1,443 | $ | (38 | ) | (2.6 | )% | |||||||
Segment operating income | 82 | 165 | (83 | ) | (50.3 | )% | ||||||||||
For the Nine Months Ended | ||||||||||||||||
September 30, | ||||||||||||||||
2017 | 2016 | $ change | % change | |||||||||||||
(in millions) | ||||||||||||||||
Net revenues | $ | 4,290 | $ | 4,404 | $ | (114 | ) | (2.6 | )% | |||||||
Segment operating income | 425 | 504 | (79 | ) | (15.7 | )% |
Three Months Ended September 30:
Net revenues decreased $38 million (2.6%), due to the impact of divestitures (4.2 pp), unfavorable currency (1.3 pp) and unfavorable volume/mix (0.5 pp), partially offset by higher net pricing (3.4 pp). The impact of divestitures, primarily related to the grocery & cheese business in Australia and New Zealand that was divested on July 4, 2017, resulted in a year-over-year decline in net revenues of $60 million for the third quarter of 2017. Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to several currencies in the region, including the Egyptian pound, Philippine peso and Japanese yen, partially offset by the strength of several other currencies in the region relative to the U.S. dollar, including the Australian dollar, Indian rupee and South African rand. Despite the benefit from the recovery of shipments delayed due to the second quarter malware incident, unfavorable volume/mix was driven by declines in all categories except biscuits. Higher net pricing was reflected across all categories.
Segment operating income decreased $83 million (50.3%), primarily due to intangible asset impairment charges, higher raw material costs, higher costs incurred for the 2014-2018 Restructuring Program.Program, unfavorable volume/mix and the impact of divestitures. These unfavorable items were partially offset by higher net pricing, lower manufacturing costs and lower advertising and consumer promotion costs.
AMEANine Months Ended September 30:
For the Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2017 | 2016 | $ change | % change | |||||||||||||
(in millions) | ||||||||||||||||
Net revenues | $ | 1,491 | $ | 1,515 | $ | (24 | ) | (1.6 | )% | |||||||
Segment operating income | 181 | 190 | (9 | ) | (4.7 | )% |
Net revenues decreased $24$114 million (1.6%(2.6%), due to unfavorable currency (2.9(2.6 pp), the impact of divestitures (1.3 pp) and unfavorable volume/mix (1.3 pp), partially offset by higher net pricing (2.6 pp). Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to several currencies in the region, including the Egyptian pound, Nigerian naira, Chinese yuan, and Philippine peso, partially offset by the strength of several other currencies in the region including the Australian dollar and South African rand, relative to the U.S. dollar.dollar, including the South African rand, Australian dollar and Indian rupee. The impact of divestitures, primarily related to the grocery & cheese business in Australia and New Zealand that was divested on July 4, 2017, resulted in a year-over-year decline in net revenues of $60 million for the first nine months of 2017. Unfavorable volume/mix was driven by declines in gum, candy and cheese & grocery, refreshment beverages, gum and candy, partially offset by gains in biscuits and chocolate. In addition, only a portion of the shipments delayed at the end of the second quarter due to the malware incident was recovered. Higher net pricing was reflected across all categories.
Segment operating income decreased $79 million (15.7%), primarily due to higher raw material costs, unfavorable volume/mix, intangible asset impairment charges, unfavorable currency, higher costs incurred for the 2014-2018 Restructuring Program and the impact of divestitures. These unfavorable items were partially offset by higher net pricing, lower other selling, general and administrative expenses (including a property insurance recovery), lower manufacturing costs and lower advertising and consumer promotion costs.
Europe
For the Three Months Ended | ||||||||||||||||
September 30, | ||||||||||||||||
2017 | 2016 | $ change | % change | |||||||||||||
(in millions) | ||||||||||||||||
Net revenues | $ | 2,442 | $ | 2,332 | $ | 110 | 4.7% | |||||||||
Segment operating income | 410 | 316 | 94 | 29.7% | ||||||||||||
For the Nine Months Ended | ||||||||||||||||
September 30, | ||||||||||||||||
2017 | 2016 | $ change | % change | |||||||||||||
(in millions) | ||||||||||||||||
Net revenues | $ | 6,978 | $ | 7,073 | $ | (95 | ) | (1.3 | )% | |||||||
Segment operating income | 1,158 | 924 | 234 | 25.3 | % |
Three Months Ended September 30:
Net revenues increased $110 million (4.7%), due to favorable volume/mix (4.6 pp), favorable currency (4.1 pp) and the impact of an acquisition (0.9 pp), partially offset by the impact of divestitures (3.5 pp) and lower net pricing (1.4 pp). Favorable volume/mix, including the recovery of the majority of the shipments delayed at the end of the second quarter due to the malware incident, was driven by gains in chocolate, biscuits, candy, and refreshment beverages. Higherbeverages, partially offset by declines in gum and cheese & grocery. Favorable currency impacts reflected the strength of several currencies in the region relative to the U.S. dollar, including the euro and Russian ruble, partially offset by the strength of the U.S. dollar against several other currencies in the region, primarily the Turkish lira and the British pound sterling. The November 2016 acquisition of a business and license to manufacture, market and sell Cadbury-branded biscuits added net revenues of $20 million (constant currency basis). The impact of divestitures, primarily due to the sale of a confectionery business in France, resulted in a year-over-year decline in net revenues of $75 million for the quarter. Lower net pricing was reflected across all categories except cheese & grocery.
Segment operating income decreased $9increased $94 million (4.7%(29.7%), primarily due to higher raw materiallower costs unfavorableincurred for the 2014-2018 Restructuring Program, favorable volume/mix, lower manufacturing costs, lower other selling, general and higheradministrative expenses, favorable currency and lower advertising and consumer promotion costs. These unfavorablefavorable items were partially offset by higher raw material costs, lower net pricing, lower manufacturingthe impact of divestitures, incremental costs incurred due to the malware incident and lower other selling, general and administrative expenses.higher intangible asset impairment charges.
EuropeNine Months Ended September 30:
For the Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2017 | 2016 | $ change | % change | |||||||||||||
(in millions) | ||||||||||||||||
Net revenues | $ | 2,365 | $ | 2,448 | $ | (83 | ) | (3.4 | )% | |||||||
Segment operating income | 409 | 352 | 57 | 16.2 | % |
Net revenues decreased $83$95 million (3.4%(1.3%), due to the impact of divestitures (1.7 pp) unfavorable currency (5.0(1.6 pp), and lower net pricing (0.6 pp), partially offset by favorable volume/mix (1.6(1.8 pp) and the impact of an acquisition (0.6(0.8 pp). The impact of divestitures, primarily due to the sale of a confectionery business in France, resulted in a year-over-year decline in net revenues of $122 million for the first nine months of 2017. Unfavorable currency impacts reflected the strength of the U.S. dollar against mostseveral currencies in the region, primarilyincluding the British pound sterling, Turkish lira and euro, partially offset by the strength of several other currencies relative the U.S. dollar, primarily the Russian ruble relative to the U.S. dollar.ruble. Lower net pricing was reflected across mostall categories except chocolaterefreshment beverages and gum.candy. Favorable volume/mix was driven by chocolate biscuits and candy,biscuits, partially offset by declines in gum, cheese & grocery, refreshment beverages and cheese & grocery.candy. In addition, a portion of the shipments delayed at the end of the second quarter due to the malware incident was not recovered. The November 2016 acquisition of a business and license to manufacture, market and sell Cadbury-branded biscuits in November 2016 added net revenues of $14$50 million (constant currency basis).
Segment operating income increased $57$234 million (16.2%(25.3%), primarily due to lower manufacturing costs, lower costs incurred for the 2014-2018 Restructuring Program, lower divestiture-related costs, lower other selling, general and administrative expenses, favorable volume/mix, the benefit from the settlement of a Cadbury tax matter, lower advertising and consumer promotion costs and lower intangible asset impairment charges. These favorable items were partially offset by higher raw material costs, lower net pricing, unfavorable currency, the impact of divestitures, incremental costs incurred due to the malware incident and a prior-year gain on the sale of an intangible asset.
North America
For the Three Months Ended | ||||||||||||||||
September 30, | ||||||||||||||||
2017 | 2016 | $ change | % change | |||||||||||||
(in millions) | ||||||||||||||||
Net revenues | $ | 1,775 | $ | 1,753 | $ | 22 | 1.3% | |||||||||
Segment operating income | 318 | 274 | 44 | 16.1% | ||||||||||||
For the Nine Months Ended | ||||||||||||||||
September 30, | ||||||||||||||||
2017 | 2016 | $ change | % change | |||||||||||||
(in millions) | ||||||||||||||||
Net revenues | $ | 4,996 | $ | 5,148 | $ | (152 | ) | (3.0 | )% | |||||||
Segment operating income | 824 | 840 | (16 | ) | (1.9 | )% |
Three Months Ended September 30:
Net revenues increased $22 million (1.3%), due to favorable volume/mix (0.7 pp), favorable currency (0.5 pp) and higher net pricing (0.3 pp), partially offset by the impact of divestitures (0.2 pp). Favorable volume/mix, despite a negative impact from the second quarter malware incident, was driven by gains in biscuits, chocolate and candy, partially offset by a decline in gum. Favorable currency impact was due to the strength of the Canadian dollar relative to the U.S. dollar. Higher net pricing was reflected in candy and gum, partially offset by lower net pricing in biscuits and chocolate.
Segment operating income increased $44 million (16.1%), primarily due to lower costs incurred for the 2014-2018 Restructuring Program, a prior-year first quarter intangible asset impairment charge, lower other selling, general and administrative expenses (net of the prior year’s gain on sale of property), lower raw material costs and favorable volume/mix.higher net pricing. These favorable items were partially offset by unfavorable currency, divestiture-relatedincremental costs higher raw material costs, lower net pricing andincurred due to the malware incident, higher advertising and consumer promotion costs.costs, higher manufacturing costs, prior-year gain on the sale of an intangible asset and unfavorable volume/mix.
North AmericaNine Months Ended September 30:
For the Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2017 | 2016 | $ change | % change | |||||||||||||
(in millions) | ||||||||||||||||
Net revenues | $ | 1,648 | $ | 1,675 | $ | (27 | ) | (1.6 | )% | |||||||
Segment operating income | 292 | 271 | 21 | 7.7 | % |
Net revenues decreased $27$152 million (1.6%(3.0%), due to unfavorable volume/mix (1.4(2.5 pp) and, lower net pricing (0.5 pp) and the impact of divestitures (0.1 pp), partially offset by favorable currency (0.3(0.1 pp). Unfavorable volume/mix, primarily caused by shipments delayed at the end of the second quarter due to the malware incident that were not recovered, was driven by declines in gum, biscuits and candy, partially offset by a gain in chocolate. Lower net pricing was reflected in biscuits and gum,chocolate, partially offset by higher net pricing in candy and chocolate.gum. Favorable currency impact was due to the strength of the Canadian dollar relative to the U.S. dollar.
Segment operating income increased $21decreased $16 million (7.7%(1.9%), primarily due to unfavorable volume/mix, incremental costs incurred due to the malware incident, higher intangible asset impairment charges, lower other selling, generalnet pricing, higher raw material costs and administrative expenses, lower manufacturing costs,prior-year gain on the sale of an intangible asset. These unfavorable items were partially offset by lower costs incurred for the 2014-2018 Restructuring Program, andlower manufacturing costs, lower advertising and consumer promotion costs. These favorable items were partially offset by unfavorable volume/mix, higher raw material costs and lower net pricing.other selling, general and administrative expenses (net of the prior year’s gains on sales of property).
Liquidity and Capital Resources
We believe that cash from operations, our $1.5 billion and $4.5 billion revolving credit facilities and our authorized long-term financing will provide sufficient liquidity for our working capital needs, planned capital expenditures, future contractual obligations, share repurchases and payment of our anticipated quarterly dividends. We continue to utilize our commercial paper program, international credit lines and long-term debt issuances for regular funding requirements. We also use intercompany loans with our international subsidiaries to improve financial flexibility. Earnings outside of the U.S. are considered indefinitely reinvested and no material tax liability has been accrued as of March 31,September 30, 2017. Overall, we do not expect any negative effects to our funding sources that would have a material effect on our liquidity, including the indefinite reinvestment of our earnings outside of the U.S.
Net Cash Used inProvided by Operating Activities:
Net cash used inprovided by operating activities was $557$797 million in the first quarternine months of 2017 and $454$1,138 million in the first quarternine months of 2016. The increasedecrease in net cash used inprovided by operating activities was due primarily to higherincreases in working capital cash improvements in 2016 thanincluding higher tax and VAT-related payments in 2017, as well aspartially offset by higher contributions to our pension benefit plans in 2017. In the first quarter of 2017, we continued to have favorable working capital improvements as we improved our cash conversion cycle (a metric that measures working capital efficiency and utilizes days sales outstanding, days inventory on hand and days payables outstanding) to negative 11 days in the first quarter of 2017 from negative 3 days in the first quarter of 2016.net earnings.
Net Cash Used in Investing Activities:
Net cash used in investing activities was $287$128 million in the first quarternine months of 2017 and $316$521 million in the first quarternine months of 2016. The decrease in net cash used in investing activities primarily relates to net proceeds received from divestitures of $516 million and lower capital expenditures of $306$721 million in the first nine months of 2017 compared to $909 million for the three months ended March 31, 2017 compared to $335 million for the three months ended March 31, 2016.prior-year same period. We continue to make capital expenditures primarily to modernize manufacturing facilities and support new product and productivity initiatives. We expect 2017 capital expenditures to be up to $1.2$1.1 billion, including capital expenditures in connection with our 2014-2018 Restructuring Program. We expect to continue to fund these expenditures from operations.
Net Cash Provided byUsed in Financing Activities:
Net cash provided byused in financing activities was $378 million the first quarter of 2017 and $207$1,648 million in the first quarternine months of 2017 and $830 million in the first nine months of 2016. The increase in net cash provided byused in financing activities was primarily due to $726 million of lower net debt issuances and increased share repurchases offset by lower net issuances of short-term debt and higher net payments of long-term debt than in the first quarter of 2016.dividends.
Debt:
From time to time we refinance long-term and short-term debt. Refer to Note 7,Debt and Borrowing Arrangements, for details of our debt maturities, note offering and commercial paper activity during the first quarternine months of 2017. The nature and amount of our long-term and short-term debt and the proportionate amount of each varies as a result of current and expected business requirements, market conditions and other factors. Due to seasonality, in the first and second quarters of the year, our working capital requirements grow, increasing the need for short-term financing. The third and fourth quarterssecond half of the year typically generategenerates higher cash flows. As such, we may issue commercial paper or secure other forms of financing throughout the year to meet short-term working capital needs.
During 2016, one of our subsidiaries, Mondelez International Holdings Netherlands B.V. (“MIHN”), issued debt totaling $4.5 billion. The operations held by MIHN generated approximately 75.0 percent74.2% (or $4.8$14.0 billion) of the $6.4$18.9 billion of consolidated net revenue in the threenine months ended March 31,September 30, 2017. The operations held by MIHN represented approximately 83.7 percent72.8% (or $21.5$19.0 billion) of the $25.7$26.1 billion of net assets as of March 31,September 30, 2017 and 81.7 percent81.7% (or $20.6 billion) of the $25.2 billion of net assets as of December 31, 2016.
On February 3, 2017, our Board of Directors approved a new $5 billion long-term financing authority to replace the prior authority. As of March 31,September 30, 2017, we had $4.7 billion of long-term financing authority remaining.
In the next 12 months, we expect $727 million$1.2 billion of long-term debt will mature as follows:fr.250 million Swiss franc notes ($249258 million as of March 31,September 30, 2017) in January 2018, and $478 million in February 2018, £76 million sterling notes ($102 million as of September 30, 2017) in July 2018, and $322 million in August 2018. We expect to fund these repayments with a combination of cash from operations and the issuance of commercial paper or long-term debt.
Our total debt was $18.4$18.6 billion at March 31,September 30, 2017 and $17.2 billion at December 31, 2016. Ourdebt-to-capitalization ratio was 0.42 at March 31,September 30, 2017 and 0.41 at December 31, 2016. At March 31,September 30, 2017, the weighted-average term of our outstanding long-term debt was 6.76.5 years. Our average daily commercial paper borrowings outstanding were $4.0$4.4 billion in the first
quarter nine months of 2017 and $1.5$2.1 billion in the first quarternine months of 2016. We had $3.8 billion of commercial paper borrowings outstanding totaling $4.4 billion as of March 31,September 30, 2017 and $2.4 billion as of commercial paper borrowings outstanding at December 31, 2016. We expect to continue to use commercial paper to finance various short-term financing needs. We continue to comply with our debt covenants. Refer to Note 7,Debt and Borrowing Arrangements, for more information on our debt and debt covenants.
Commodity Trends
We regularly monitor worldwide supply, commodity cost and currency trends so we can cost-effectively secure ingredients, packaging and fuel required for production. During the threefirst nine months ended March 31,of 2017, the primary drivers of the increase in our aggregate commodity costs were higher commodity market pricing and currency-related costs on our commodity purchases and increased costs for dairy, cocoa, sugar, dairy,packaging and grains and& oils, packagingenergy and other raw materials, partially offset by lower costs for nuts and energy.nuts.
A number of external factors such as weather conditions, commodity market conditions, currency fluctuations and the effects of governmental agricultural or other programs affect the cost and availability of raw materials and agricultural materials used in our products. We address higher commodity costs and currency impacts primarily through hedging, higher pricing and manufacturing and overhead cost control. We use hedging techniques to limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, such as dairy, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in specific raw material costs. Due to competitive or market conditions, planned trade or promotional incentives, fluctuations in currency exchange rates or other factors, our pricing actions may also lag commodity cost changes temporarily.
We expect commodity price volatility and a slightly higher aggregate cost environment to continue in 2017. Given thatWhile the costs of our keyprincipal raw materials fluctuate, significantly over time, we periodically enter into hedging instruments to ensure reliability of supplies and to lock in costs. As such, our actual commodity costs could vary from commodity spot market pricing over the hedged period. We believe there will continue to be an adequate supply of the raw materials we use and that they will generally remain available from numerous sources.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
See Note 7,Debt and Borrowing Arrangements, for information on debt transactions during the first threenine months of 2017, including the March 30, 2017 maturity offr.175 million of Swiss franc-denominated notes, March 13, 2017 issuance offr.350 million of Swiss franc-denominated notes and January 26, 2017 maturity of€750 million of euro-denominated notes.2017. There were no other material changes to ouroff-balance sheet arrangements and aggregate contractual obligations disclosed in our Annual Report on Form10-K for the year ended December 31, 2016. We also do not expect a material change in the effect of these arrangements and obligations on our liquidity. See Note 11,Commitments and Contingencies, for a discussion of guarantees.
Equity and Dividends
Stock Plans and Share Repurchases:
See Note 10,Stock Plans, for more information on our stock plans, grant activity and share repurchase program for the threenine months ended March 31,September 30, 2017.
We intend to continue to use a portion of our cash for share repurchases. On July 29, 2015, 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 $13.7 billion of Common Stock repurchases, and extended the program through December 31, 2018.
We repurchased $11.3 billionshares at an aggregate cost of shares$12,673 million, or weighted-average cost of $38.74 per share, through September 30, 2017 ($0.5 billion1,817 million in the first threenine months of 2017, $2.6 billion$2,601 million in 2016, $3.6 billion$3,623 million in 2015, $1.9 billion$1,892 million in 2014 and $2.7 billion$2,740 in 2013) through March 31, 2017.. The number of shares that we ultimately repurchase under our share repurchase program may vary depending on numerous factors, including share price and other market conditions, our ongoing capital allocation planning, levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic or business conditions and board and management discretion. Additionally, our share repurchase activity during any particular period may fluctuate. We may accelerate, suspend, delay or discontinue our share repurchase program at any time, without notice.
Dividends:
We paid dividends of $292$869 million in the first quarternine months of 2017 and $269$801 million in the first quarternine months of 2016. On July 19, 2016,August 2, 2017, the Finance Committee, with authorization delegated from our Board of Directors, approved a 12%16% increase in the quarterly dividend to $0.19$0.22 per common share or $0.76$0.88 per common share on an annualannualized basis. The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.
We will make a determination as to whether 2017 distributions are characterized as dividends, a return of basis, or both under U.S. federal income tax rules after the 2017 calendaryear-end. This determination will be reflected on an IRS Form1099-DIV issued in early 2018.
Significant Accounting Estimates
We prepare our condensed consolidated financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. Our significant accounting policies are described in Note 1 to our consolidated financial statements in our Annual Report on Form10-K for the year ended December 31, 2016. Our significant accounting estimates are described inManagement’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form10-K for the year ended December 31, 2016. See Note 1,Basis of Presentation, for a discussion of the impact of new accounting standards. Furthermore, see Note 5,Goodwill and Intangible Assets, for a discussion on the significant accounting estimates considered as part of the annual goodwill and intangibles asset impairment testing. There were no changes in our accounting policies in the current period that had a material impact on our financial statements.
New Accounting Guidance:
See Note 1,Basis of Presentation, for a discussion of new accounting standards.
Contingencies:
See Note 11,Commitments and Contingencies, and Part II, Item 1.Legal Proceedings for a discussion of contingencies.
Forward-Looking Statements
This report contains a number of forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “deliver,” “seek,” “aim,” “predict,” “potential,” “objective,” “project,” “outlook” and similar expressions are intended to identify our forward-looking statements, including but not limited to statements about: our future performance, including our future revenue growth, margins and earnings per share; price volatility and pricing actions; the cost environment and measures to address increased costs; the U.K.’s vote toUnited Kingdom’s planned exit from the European Union and its effectimpact on demand for our products, our financial results and operations, and our relationships with customers, suppliers and employees;results; the costs of, timing of expenditures under and completion of our restructuring program; category growth; consumer snacking behaviors; commodity prices and supply; investments; innovation; political and economic conditions and volatility; currency exchange rates, controls and restrictions; potential impacts from changing to highly inflationary accounting in selected countries; our operations in Venezuela, Argentina and Ukraine; overhead costs; our JDE ownership interest; the sale of most of our grocery business in Australia and New Zealand; the financial impact of the sale of several manufacturing facilities in France and sale or license of several local confectionery brands; legal matters; the estimated value of goodwill and intangible assets; amortization expense for intangible assets; impairment of goodwill and intangible assets and our projections of operating results and other factors that may affect our impairment testing; our accounting estimates and judgments and the impact of new accounting pronouncements; pension expenses, contributions and assumptions; our tax rate and tax positions; the potential impactBrazilian indirect tax matter; remediation efforts related to and the financial and other impacts of amounts previously paid and accrued for ICMS tax in Brazil;the malware incident; our liquidity, funding sources and uses of funding, including our use of commercial paper; reinvestment of earnings; our risk management program, including the use of financial instruments and the effectiveness of our hedging activities; working capital; capital expenditures and funding; share repurchases; dividends; long-term value and return on investment for our shareholders; and our contractual obligations.
These forward-looking statements involve risks and uncertainties, many of which are beyond our control. Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, risks from operating globally including in emerging markets; changes in currency exchange rates, controls and restrictions; continued volatility of commodity and other input costs; weakness in economic conditions; weakness in consumer spending; pricing actions; unanticipated disruptions to our business;business, such as the malware incident, cyberattacks or other security breaches; competition; acquisitions and divestitures; the restructuring program and our other transformation initiatives not yielding the anticipated benefits; changes in the assumptions on which the restructuring program is based; protection of our reputation and brand image; management of our workforce; consolidation of retail customers and competition with retailer and other economy brands; changes in our relationships with suppliers or customers; legal, regulatory, tax or benefit law changes, claims or actions; strategic transactions; our ability to innovate and differentiate our products; significant changes in valuation factors that may adversely affect our impairment testing of goodwill and intangible assets; perceived or actual product quality issues or product recalls; failure to maintain effective internal control over financial reporting; volatility of and access to capital or other markets; pension costs; use of information technology and third party service providers; our ability to protect our intellectual property and intangible assets; a shift in ourpre-tax income among jurisdictions, including the United States; and tax law changes. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report except as required by applicable law or regulation.
Non-GAAP Financial Measures
We usenon-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional insight and transparency on how we evaluate our business. We usenon-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We have detailed thenon-GAAP adjustments that we make in ournon-GAAP definitions below. The adjustments generally fall within the following categories: acquisition & divestiture activities, gains and losses on intangible asset sales andnon-cash impairments, major program restructuring activities, constant currency and related adjustments, major program financing and hedging activities and other major items affecting comparability of operating results. We believe thenon-GAAP measures should always be considered along with the related U.S. GAAP financial measures. We have provided the reconciliations between the GAAP andnon-GAAP financial measures below, and we also discuss our underlying GAAP results throughout ourManagement’s Discussion and Analysis of Financial Condition and Results of Operations in this Form10-Q.
Our primarynon-GAAP financial measures are listed below and reflect how we evaluate our current and prior-year operating results. As new events or circumstances arise, these definitions could change. When our definitions change, we provide the updated definitions and present the relatednon-GAAP historical results on a comparable basis(1).
• | “Organic Net Revenue” is defined as net revenues excluding the impacts of acquisitions, divestitures(2), our historical global coffee business(3), our historical Venezuelan operations, accounting calendar changes and currency rate fluctuations(4). We also evaluate Organic Net Revenue growth from emerging markets and our Power Brands. |
• | Our Power Brands include some of our largest global and regional brands such asOreo,Chips Ahoy!, Ritz, TUC/Club Social andbelVita biscuits;Cadbury Dairy Milk, Milka andLacta chocolate;Tridentgum;Halls candy; andTang powdered beverages. |
• | “Adjusted Operating Income” is defined as operating income excluding the impacts of the 2012-2014 Restructuring Program(5); the 2014-2018 Restructuring Program(5); Venezuela remeasurement and deconsolidation losses and historical operating results; gains or losses (includingnon-cash impairment charges) on goodwill and intangible assets; divestiture(2) or acquisition gains or losses and related integration and acquisition costs; the JDE coffee business transactions(3) gain and net incremental costs; the operating results of divestitures(2); our historical global coffee business operating results(3);mark-to-market impacts from commodity and forecasted currency transaction derivative contracts(6); equity method investment earnings historically reported within operating income(7); |
• | “Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts of the 2012-2014 Restructuring Program(5); the 2014-2018 Restructuring Program(5); Venezuela remeasurement and deconsolidation losses and historical operating results; losses on debt extinguishment and related expenses; gains or losses (includingnon-cash impairment charges) on goodwill and intangible assets; divestiture(2) or acquisition gains or losses and related integration and acquisition costs; the JDE coffee business transactions(3) gain, transaction hedging gains or losses and net incremental costs; gain on the equity method investment exchange; net earnings from divestitures(2);mark-to-market impacts from commodity and forecasted currency transaction derivative contracts(6); gains or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans; |
(1) | When items no longer impact our current or future presentation ofnon-GAAP operating results, we remove these items from ournon-GAAP definitions. |
(2) | Divestitures include completed sales of businesses and exits of major product lines upon completion of a sale or licensing agreement. On August 17, 2017, we entered into two agreements with The Kraft Heinz Company (“KHC”) to terminate the licenses of certain KHC-owned brands used in our grocery business within our Europe region and to transfer to KHC inventory and certain other assets. During the third and fourth quarter, the first and second transactions closed. Also, on October 2, 2017, we completed the sale of one of our equity method investments. See Note 2,Divestitures and Acquisitions, for additional information. As the transactions were substantially completed as of September 30, 2017, we removed the historical results related to these transactions from our Organic Net Revenue and adjusted results for all periods presented. |
(3) | We continue to have an ongoing interest in the legacy coffee business we deconsolidated in 2015 as part of the JDE coffee business transactions. For historical periods prior to the July 15, 2015 coffee business deconsolidation, we have reclassified any net revenue or operating income from the historical coffee business and include them where the coffee equity method investment earnings are presented within Adjusted EPS. As such, Organic Net Revenue and Adjusted Operating Income in all periods do not include the results of our legacy coffee businesses, which are shown within Adjusted EPS only. |
(4) | 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. |
(5) | Non-GAAP adjustments related to the 2014-2018 Restructuring 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 thenon-GAAP adjustments. Refer to our Annual Report on Form10-K for the year ended December 31, 2016 for more information on the 2012-2014 Restructuring Program. |
(6) | During the third quarter of 2016, we began to exclude unrealized gains and losses |
(7) | Historically, we have recorded income from equity method investments within our operating income as these investments operated as extensions of our base business. Beginning in the third quarter of 2015, we began to record the earnings from our equity method investments inafter-tax equity method investment earnings outside of operating income following the deconsolidation of our coffee business. Refer to Note 1,Summary of Significant Accounting Policies,in our Annual Report on Form10-K for the year ended December 31, 2016 for more information. |
(8) | During the first |
(9) | We have excluded our proportionate share of our equity method investees’ unusual or infrequent items 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. |
We believe that the presentation of thesenon-GAAP financial measures, when considered together with our U.S. GAAP financial measures and the reconciliations to the corresponding U.S. GAAP financial measures, provides you with a more complete understanding of the factors and trends affecting our business than could be obtained absent these disclosures. Becausenon-GAAP financial measures vary among companies, thenon-GAAP financial measures presented in this report may not be comparable to similarly titled measures used by other companies. Our use of thesenon-GAAP financial measures is not meant to be considered in isolation or as a substitute for any U.S. GAAP financial measure. A limitation of thesenon-GAAP financial measures is they exclude items detailed below that have an impact on our U.S. GAAP reported results. The best way this limitation can be addressed is by evaluating ournon-GAAP financial measures in combination with our U.S. GAAP reported results and carefully evaluating the following tables that reconcile U.S. GAAP reported figures to thenon-GAAP financial measures in this Form10-Q.
Organic Net Revenue:
Applying the definition of “Organic Net Revenue”, the adjustments made to “net revenues” (the most comparable U.S. GAAP financial measure) were to exclude the impact of currency, an acquisition and a divestiture.divestitures. We believe that Organic Net Revenue reflects the underlying growth from the ongoing activities of our business and provides improved comparability of results. We also evaluate our Organic Net Revenue growth from emerging markets and Power Brands, and these underlying measures are also reconciled to U.S. GAAP below.
For the Three Months Ended March 31, 2017 | For the Three Months Ended March 31, 2016 | For the Three Months Ended September 30, 2017 | For the Three Months Ended September 30, 2016 (1) | |||||||||||||||||||||||||||||||||||||||||||||
Emerging | Developed | Emerging | Developed | Emerging | Developed | Emerging | Developed | |||||||||||||||||||||||||||||||||||||||||
Markets | Markets | Total | Markets | Markets | Total | Markets | Markets | Total | Markets | Markets | Total | |||||||||||||||||||||||||||||||||||||
(in millions) | (in millions) | (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||
Net Revenue | $ | 2,402 | $ | 4,012 | $ | 6,414 | $ | 2,306 | $ | 4,149 | $ | 6,455 | $ | 2,445 | $ | 4,085 | $ | 6,530 | $ | 2,340 | $ | 4,056 | $ | 6,396 | ||||||||||||||||||||||||
Impact of currency | (18 | ) | 112 | 94 | – | – | – | 4 | (84 | ) | (80 | ) | – | – | – | |||||||||||||||||||||||||||||||||
Impact of acquisition | – | (14 | ) | (14 | ) | – | – | – | – | (20 | ) | (20 | ) | – | – | – | ||||||||||||||||||||||||||||||||
Impact of divestiture | – | – | – | (2 | ) | – | (2 | ) | ||||||||||||||||||||||||||||||||||||||||
Impact of divestitures | – | (14 | ) | (14 | ) | (4 | ) | (152 | ) | (156 | ) | |||||||||||||||||||||||||||||||||||||
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Organic Net Revenue | $ | 2,384 | $ | 4,110 | $ | 6,494 | $ | 2,304 | $ | 4,149 | $ | 6,453 | $ | 2,449 | $ | 3,967 | $ | 6,416 | $ | 2,336 | $ | 3,904 | $ | 6,240 | ||||||||||||||||||||||||
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For the Three Months Ended March 31, 2017 | For the Three Months Ended March 31, 2016(1) | For the Three Months Ended September 30, 2017 | For the Three Months Ended September 30, 2016 (2) | |||||||||||||||||||||||||||||||||||||||||||||
Power | Non-Power | Power | Non-Power | Power | Non-Power | Power | Non-Power | |||||||||||||||||||||||||||||||||||||||||
Brands | Brands | Total | Brands | Brands | Total | Brands | Brands | Total | Brands | Brands | Total | |||||||||||||||||||||||||||||||||||||
(in millions) | (in millions) | (in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||
Net Revenue | $ | 4,718 | $ | 1,696 | $ | 6,414 | $ | 4,644 | $ | 1,811 | $ | 6,455 | $ | 4,771 | $ | 1,759 | $ | 6,530 | $ | 4,517 | $ | 1,879 | $ | 6,396 | ||||||||||||||||||||||||
Impact of currency | 55 | 39 | 94 | – | – | – | (62 | ) | (18 | ) | (80 | ) | – | – | – | |||||||||||||||||||||||||||||||||
Impact of acquisition | (14 | ) | – | (14 | ) | – | – | – | (20 | ) | – | (20 | ) | – | – | – | ||||||||||||||||||||||||||||||||
Impact of divestiture | – | – | – | – | (2 | ) | (2 | ) | ||||||||||||||||||||||||||||||||||||||||
Impact of divestitures | – | (14 | ) | (14 | ) | – | (156 | ) | (156 | ) | ||||||||||||||||||||||||||||||||||||||
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Organic Net Revenue | $ | 4,759 | $ | 1,735 | $ | 6,494 | $ | 4,644 | $ | 1,809 | $ | 6,453 | $ | 4,689 | $ | 1,727 | $ | 6,416 | $ | 4,517 | $ | 1,723 | $ | 6,240 | ||||||||||||||||||||||||
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For the Nine Months Ended September 30, 2017 | For the Nine Months Ended September 30, 2016 (1) | |||||||||||||||||||||||||||||||||||||||||||||||
Emerging | Developed | Emerging | Developed | |||||||||||||||||||||||||||||||||||||||||||||
Markets | Markets | Total | Markets | Markets | Total | |||||||||||||||||||||||||||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
Net Revenue | $ | 7,151 | $ | 11,779 | $ | 18,930 | $ | 6,982 | $ | 12,171 | $ | 19,153 | ||||||||||||||||||||||||||||||||||||
Impact of currency | 12 | 123 | 135 | – | – | – | ||||||||||||||||||||||||||||||||||||||||||
Impact of acquisition | – | (50 | ) | (50 | ) | – | – | – | ||||||||||||||||||||||||||||||||||||||||
Impact of divestitures | – | (249 | ) | (249 | ) | (8 | ) | (434 | ) | (442 | ) | |||||||||||||||||||||||||||||||||||||
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Organic Net Revenue | $ | 7,163 | $ | 11,603 | $ | 18,766 | $ | 6,974 | $ | 11,737 | $ | 18,711 | ||||||||||||||||||||||||||||||||||||
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For the Nine Months Ended September 30, 2017 | For the Nine Months Ended September 30, 2016 (2) | |||||||||||||||||||||||||||||||||||||||||||||||
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Brands | Brands | Total | Brands | Brands | Total | |||||||||||||||||||||||||||||||||||||||||||
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Net Revenue | $ | 13,784 | $ | 5,146 | $ | 18,930 | $ | 13,587 | $ | 5,566 | $ | 19,153 | ||||||||||||||||||||||||||||||||||||
Impact of currency | 63 | 72 | 135 | – | – | – | ||||||||||||||||||||||||||||||||||||||||||
Impact of acquisition | (50 | ) | – | (50 | ) | – | – | – | ||||||||||||||||||||||||||||||||||||||||
Impact of divestitures | – | (249 | ) | (249 | ) | – | (442 | ) | (442 | ) | ||||||||||||||||||||||||||||||||||||||
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Organic Net Revenue | $ | 13,797 | $ | 4,969 | $ | 18,766 | $ | 13,587 | $ | 5,124 | $ | 18,711 | ||||||||||||||||||||||||||||||||||||
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(1) | As a result of the October 1, 2016 segment change described in Note 15,Segment Reporting, prior-year amounts were updated to reflect the new segment structure. |
(2) | Each year we reevaluate our Power Brands and confirm the brands in which we will continue to make disproportionate investments. As such, we may make changes in our planned investments in primarily regional Power Brands following our annual review cycles. For 2017, we made limited changes to our list of regional Power Brands and as such, we reclassified 2016 Power Brand net revenues on a basis consistent with the current list of Power Brands. |
Adjusted Operating Income:
Applying the definition of “Adjusted Operating Income”, the adjustments made to “operating income” (the most comparable U.S. GAAP financial measure) were to exclude 2014-2018 Restructuring Program costs, divestiture-related costs incurred for the planned sale of a confectionery business in France and the planned sale of a grocery business in Australia, ancosts; impairment chargecharges related to intangible assets, other acquisition integration costs,assets; mark-to-market impacts from commodity and forecasted currency transaction derivative contractscontracts; incremental expenses related to the malware incident; acquisition integration costs; divestiture-related costs; the operating results of divestitures; net gain on divestitures; gain on sale of intangible assets and the benefitbenefits from the settlementresolution of a Cadbury tax matter.matters. We also present “Adjusted Operating Income margin,” which is subject to the same adjustments as Adjusted Operating Income, and evaluate Adjusted Operating Income on a constant currency basis. We believe these measures provide improved comparability of underlying operating results.
For the Three Months Ended March 31, | ||||||||||||||||
2017 | 2016 | $ Change | % Change | |||||||||||||
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Operating Income | $ | 840 | $ | 722 | $ | 118 | 16.3% | |||||||||
2014-2018 Restructuring Program costs(1) | 211 | 237 | (26 | ) | ||||||||||||
Divestiture-related costs(2) | 19 | – | 19 | |||||||||||||
Intangible asset impairment charge(3) | – | 14 | (14 | ) | ||||||||||||
Acquisition integration costs(4) | 1 | 3 | (2 | ) | ||||||||||||
Mark-to-market losses from derivatives(5) | 51 | 54 | (3 | ) | ||||||||||||
Benefit from the settlement of a Cadbury tax matter(6) | (46 | ) | – | (46 | ) | |||||||||||
Other/rounding | (1 | ) | (2 | ) | 1 | |||||||||||
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Adjusted Operating Income | $ | 1,075 | $ | 1,028 | $ | 47 | 4.6% | |||||||||
Impact of unfavorable currency | 15 | – | 15 | |||||||||||||
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Adjusted Operating Income (constant currency) | $ | 1,090 | $ | 1,028 | $ | 62 | 6.0% | |||||||||
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Operating Income | $ | 1,181 | $ | 702 | $ | 479 | 68.2% | |||||||||
2014-2018 Restructuring Program costs (1) | 175 | 301 | (126 | ) | ||||||||||||
Intangible asset impairment charges (2) | 71 | 4 | 67 | |||||||||||||
Mark-to-market (gains)/losses from derivatives (3) | (28 | ) | 12 | (40 | ) | |||||||||||
Malware incident incremental expenses | 47 | – | 47 | |||||||||||||
Acquisition integration costs (4) | 1 | – | 1 | |||||||||||||
Operating income from divestitures(5) | (4 | ) | (37 | ) | 33 | |||||||||||
Gain on divestiture(5) | (187 | ) | – | (187 | ) | |||||||||||
Gain on sale of intangible assets(6) | – | (7 | ) | 7 | ||||||||||||
Benefits from resolution of tax matters (7) | (155 | ) | – | (155 | ) | |||||||||||
Other/rounding | (1 | ) | (1 | ) | – | |||||||||||
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Adjusted Operating Income | $ | 1,100 | $ | 974 | $ | 126 | 12.9% | |||||||||
Impact of favorable currency | (20 | ) | – | (20 | ) | |||||||||||
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Adjusted Operating Income (constant currency) | $ | 1,080 | $ | 974 | $ | 106 | 10.9% | |||||||||
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For the Nine Months Ended September 30, | ||||||||||||||||
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Operating Income | $ | 2,662 | $ | 2,062 | $ | 600 | 29.1% | |||||||||
2014-2018 Restructuring Program costs (1) | 597 | 766 | (169 | ) | ||||||||||||
Intangible asset impairment charges(2) | 109 | 30 | 79 | |||||||||||||
Mark-to-market losses from derivatives (3) | 69 | 49 | 20 | |||||||||||||
Malware incident incremental expenses | 54 | – | 54 | |||||||||||||
Acquisition integration costs(4) | 2 | 6 | (4 | ) | ||||||||||||
Divestiture-related costs(5) | 23 | 84 | (61 | ) | ||||||||||||
Operating income from divestitures(5) | (55 | ) | (99 | ) | 44 | |||||||||||
Net gain on divestitures(5) | (184 | ) | – | (184 | ) | |||||||||||
Gain on sale of intangible assets(6) | – | (13 | ) | 13 | ||||||||||||
Benefits from resolution of tax matters (7) | (201 | ) | – | (201 | ) | |||||||||||
Other/rounding | (1 | ) | (2 | ) | 1 | |||||||||||
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Adjusted Operating Income | $ | 3,075 | $ | 2,883 | $ | 192 | 6.7% | |||||||||
Impact of unfavorable currency | 53 | – | 53 | |||||||||||||
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Adjusted Operating Income (constant currency) | $ | 3,128 | $ | 2,883 | $ | 245 | 8.5% | |||||||||
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(1) | Refer to Note 6,2014-2018 Restructuring Program, |
Refer to Note 2,Divestitures and Acquisitions, and Note 5,Goodwill and Intangible Assets, for more information on |
Refer to Note 8,Financial Instruments, Note 15,Segment Reporting, andNon-GAAP Financial Measures appearing earlier in this section for more information on these unrealized losses/gains |
(4) | Refer to our Annual Report on Form 10-K for the year ended December 31, 2016, for information on the acquisition of a biscuit business in Vietnam. |
(5) | Refer to Note 2,Divestitures and Acquisitions, for more information on the 2017 sales of a confectionery business in France, a grocery business in Australia and New Zealand, and certain licenses of KHC-owned brands used in our grocery business within our Europe region. Refer to our Annual Report on Form 10-K for the year ended December 31, 2016 for more information on the 2016 sale of a confectionery business in Costa Rica. |
(6) | Refer to Note |
(7) | Refer to Note 11,Commitments and Contingencies – Tax Matters, for more information on the settlement of a pre-acquisition Cadbury tax matter and the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter. |
Adjusted EPS:
Applying the definition of “Adjusted EPS”(1), the adjustments made to “diluted EPS attributable to Mondelēz International” (the most comparable U.S. GAAP financial measure) were to exclude 2014-2018 Restructuring Program costs; divestiture-related costs incurred for the planned sale of a confectionery business in France and the planned sale of a grocery business in Australia; an impairment chargecharges related to intangible assets; acquisition integration costs;mark-to-market impacts from commodity and forecasted currency transaction derivative contracts; lossesincremental expenses related to the malware incident; acquisition integration costs; divestiture-related costs; net earnings from divestitures; net gain on divestitures; the benefits from the resolution of tax matters; loss on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans; the benefit from the settlement of a Cadbury tax matter;swaps; loss on debt extinguishment; gain on the equity method investment exchange;exchange and our proportionate share of unusual or infrequent items recorded by our JDE and Keurig equity method investees. We also evaluate Adjusted EPS on a constant currency basis. We believe Adjusted EPS provides improved comparability of underlying operating results.
For the Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2017 | 2016 | $ Change | % Change | |||||||||||||
Diluted EPS attributable to Mondelēz International | $ | 0.41 | $ | 0.35 | $ | 0.06 | 17.1% | |||||||||
2014-2018 Restructuring Program costs(2) | 0.10 | 0.11 | (0.01 | ) | ||||||||||||
Divestiture-related costs(2) | 0.01 | – | 0.01 | |||||||||||||
Intangible asset impairment charge(2) | – | 0.01 | (0.01 | ) | ||||||||||||
Acquisition integration costs(2) | – | – | – | |||||||||||||
Mark-to-market losses from derivatives(2) | 0.03 | 0.03 | – | |||||||||||||
Loss related to interest rate swaps(3) | – | 0.04 | (0.04 | ) | ||||||||||||
Benefit from the settlement of a Cadbury tax matter (2) | (0.04 | ) | – | (0.04 | ) | |||||||||||
Gain on equity method investment exchange(4) | – | (0.03 | ) | 0.03 | ||||||||||||
Equity method investee acquisition-related and | 0.02 | – | 0.02 | |||||||||||||
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Adjusted EPS | $ | 0.53 | $ | 0.51 | $ | 0.02 | 3.9% | |||||||||
Impact of unfavorable currency | 0.01 | – | 0.01 | |||||||||||||
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Adjusted EPS (constant currency) | $ | 0.54 | $ | 0.51 | $ | 0.03 | 5.9% | |||||||||
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For the Three Months Ended September 30, | ||||||||||||||||
2017 | 2016 | $ Change | % Change | |||||||||||||
Diluted EPS attributable to Mondelēz International | $ | 0.65 | $ | 0.35 | $ | 0.30 | 85.7% | |||||||||
2014-2018 Restructuring Program costs (2) | 0.08 | 0.14 | (0.06 | ) | ||||||||||||
Intangible asset impairment charges(2) | 0.04 | – | 0.04 | |||||||||||||
Mark-to-market (gains)/losses from derivatives(2) | (0.02 | ) | – | (0.02 | ) | |||||||||||
Malware incident incremental expenses | 0.02 | – | 0.02 | |||||||||||||
Divestiture-related costs(2) | 0.01 | – | 0.01 | |||||||||||||
Net earnings from divestitures(2) | – | (0.02 | ) | 0.02 | ||||||||||||
Gain on divestiture(2) | (0.12 | ) | – | (0.12 | ) | |||||||||||
Benefits from resolution of tax matters (2) | (0.09 | ) | – | (0.09 | ) | |||||||||||
Equity method investee acquisition-related and other adjustments(3) | – | 0.03 | (0.03 | ) | ||||||||||||
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Adjusted EPS | $ | 0.57 | $ | 0.50 | $ | 0.07 | 14.0% | |||||||||
Impact of favorable currency | (0.01 | ) | – | (0.01 | ) | |||||||||||
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Adjusted EPS (constant currency) | $ | 0.56 | $ | 0.50 | $ | 0.06 | 12.0% | |||||||||
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Diluted EPS attributable to Mondelēz International 2014-2018 Restructuring Program costs (2) Intangible asset impairment charges(2) Mark-to-market losses from derivatives (2) Malware incident incremental expenses Divestiture-related costs(2) Net earnings from divestitures(2) Net gain on divestitures(2) Acquisition integration costs(2) Benefits from resolution of tax matters (2) Loss related to interest rate swaps(4) Loss on debt extinguishment(5) Gain on equity method investment exchange (6) Equity method investee acquisition-related and other adjustments(3) Adjusted EPS Impact of unfavorable currency Adjusted EPS (constant currency) For the Nine Months Ended
September 30, 2017 2016 $ Change % Change $ 1.38 $ 0.99 $ 0.39 39.4% 0.29 0.36 (0.07 ) 0.05 0.01 0.04 0.04 0.03 0.01 0.02 – 0.02 0.02 0.04 (0.02 ) (0.03 ) (0.05 ) 0.02 (0.11 ) – (0.11 ) – – – (0.13 ) – (0.13 ) – 0.04 (0.04 ) 0.01 – 0.01 – (0.03 ) 0.03 0.03 0.03 – $ 1.57 $ 1.42 $ 0.15 10.6% 0.02 – 0.02 $ 1.59 $ 1.42 $ 0.17 12.0%
(1) | The tax expense/(benefit) of each of thepre-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. |
(2) | See theAdjusted Operating Income table above and the related footnotes for more information. |
(3) | Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs and restructuring program costs, recorded by our JDE and Keurig equity method investees. |
(4) | Refer to Note 8,Financial Instruments, for more information on our interest rate swaps, which we no longer designate as cash flow hedges during the first quarter of 2016 due to changes in financing and hedging plans. |
Refer to Note 7, Debt and Borrowing Arrangements, for more information on our loss on debt extinguishment and related expenses in connection with our debt discharge. |
(6) | Refer to Note 2,Divestitures and Acquisitions – Keurig Transaction, for more information on the 2016 acquisition of an interest in Keurig. |
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
As we operate globally, we are primarily exposed to currency exchange rate, commodity price and interest rate market risks. We monitor and manage these exposures as part of our overall risk management program. Our risk management program focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results. We principally utilize derivative instruments to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity prices and interest rates. For additional information on our derivative activity and the types of derivative instruments we use to hedge our currency exchange, commodity price and interest rate exposures, see Note 8,Financial Instruments.
Many of ournon-U.S. subsidiaries operate in functional currencies other than the U.S. dollar. Fluctuations in currency exchange rates create volatility in our reported results as we translate the balance sheets, operating results and cash flows of these subsidiaries into the U.S. dollar for consolidated reporting purposes. The translation ofnon-U.S. dollar denominated balance sheets and statements of earnings of our subsidiaries into the U.S. dollar for consolidated reporting generally results in a cumulative translation adjustment to other comprehensive income within equity. A stronger U.S. dollar relative to other functional currencies adversely affects our consolidated earnings and net assets while a weaker U.S. dollar benefits our consolidated earnings and net assets. While we hedge significant forecasted currency exchange transactions as well as certain net assets ofnon-U.S. operations and other currency impacts, we cannot fully predict or eliminate volatility arising from changes in currency exchange rates on our consolidated financial results. SeeConsolidated Results of Operations andResults of Operations by Reportable Segment underDiscussion and Analysis of Historical Results for currency exchange effects on our financial results during the threenine months ended March 31,September 30, 2017. For additional information on highly inflationary country currencies and the impact of currency policies Brexit and recent currency volatility on our financial condition and results of operations, also see Note 1,Basis of Presentation – Currency Translation and Highly Inflationary Accounting.
We also continually monitor the market for commodities that we use in our products. Input costs may fluctuate widely due to international demand, weather conditions, government policy and regulation and unforeseen conditions. To manage input cost volatility, we enter into forward purchase agreements and other derivative financial instruments. We also pursue productivity and cost saving measures and take pricing actions when necessary to mitigate the impact of higher input costs on earnings.
We regularly evaluate our variable and fixed-rate debt as well as current and expected interest rates in the markets in which we raise capital. Our primary exposures include movements in U.S. Treasury rates, corporate credit spreads, London Interbank Offered Rates (“LIBOR”), Euro Interbank Offered Rate (“EURIBOR”) and commercial paper rates. We periodically use interest rate swaps and forward interest rate contracts to achieve a desired proportion of variable versus fixed rate debt based on current and projected market conditions. In addition to using interest rate derivatives to manage future interest payments, in April 2017, we discharged $488 million of our U.S. dollar-denominated debt. In addition, in the first quarter of 2017 we issuedfr.350 million oflow-cost debt andfr.175 million and€750 million of our notes matured. Our weighted-average interest rate on total debt was 2.0% as of September 30, 2017 and 2.2% as of March 31, 2017 and December 31, 2016. For more information on our 2017 debt activity, see Note 7,Debt and Borrowing Arrangements.
There were no significant changes in the types of derivative instruments we use to hedge our exposures between
December 31, 2016 and March 31,September 30, 2017. See Note 8,Financial Instruments, for more information on our 2017 derivative activity. For additional information on our hedging strategies, policies and practices on an ongoing basis, also refer to our Annual Report on Form10-K for the year ended December 31, 2016.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31,September 30, 2017. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31,September 30, 2017.
Changes in Internal Control Over Financial Reporting
Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended March 31,September 30, 2017. During the quarter, ended March 31, 2017,due to the malware incident, we supplemented or temporarily replaced some of our normal control procedures in order to maintain our existing IT and financial controls over financial reporting. Additionally, we continued to work with outsourced partners to further simplify and standardize processes and focus on scalable, transactional processes across all regions. We migrated some of our human resource processes, including compensation administration, for Latin America to our shared service center in San Jose, Costa Rica. Additionally, we continued to transition some of our transactional data processing as well as financial and local tax reporting for a number of countries in AMEA and Europeacross all regions to three outsourced partners. Pursuant to our service agreements, the controls previously established around these accounting functions will be maintained by our outsourced partners or by us, and they are subject to management’s internal control testing. There were no other changes in our internal control over financial reporting during the quarter ended March 31,September 30, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Information regarding legal proceedings is available in Note 11,Commitments and Contingencies, to the condensed consolidated financial statements in this report.
There were no material changes to the risk factors disclosed in our Annual Report on Form10-K for the year ended December 31, 2016.
Item 2. Unregistered Sales of Equity and Use of Proceeds.
Our stock repurchase activity for each of the three months in the quarter ended March 31,September 30, 2017 was:
Issuer Purchases of Equity Securities | ||||||||||||||||
Total Number of | ||||||||||||||||
Total | Shares Purchased | Approximate Dollar Value | ||||||||||||||
Number | Average | as Part of Publicly | of Shares That May Yet | |||||||||||||
of Shares | Price Paid | Announced Plans | Be Purchased Under the | |||||||||||||
Period | Purchased (1) | per Share | or Programs(2) | Plans or Programs(2) | ||||||||||||
January1-31, 2017 | 109,077 | $ | 44.26 | 87,700 | $ | 2,841,188,776 | ||||||||||
February1-28, 2017 | 5,888,430 | 43.83 | 5,324,100 | 2,607,287,010 | ||||||||||||
March1-31, 2017 | 5,377,043 | 43.80 | 5,348,128 | 2,373,029,030 | ||||||||||||
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For the Quarter Ended | 11,374,550 | 43.82 | 10,759,928 | |||||||||||||
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Issuer Purchases of Equity Securities | ||||||||||||||||
Total Number of | ||||||||||||||||
Total | Shares Purchased | Approximate Dollar Value | ||||||||||||||
Number | Average | as Part of Publicly | of Shares That May Yet | |||||||||||||
of Shares | Price Paid | Announced Plans | Be Purchased Under the | |||||||||||||
Period | Purchased(1) | per Share (1) | or Programs(2) | Plans or Programs(2) | ||||||||||||
July 1-31, 2017 | 3,475,099 | $ | 43.22 | 3,471,070 | $ | 1,585,235,871 | ||||||||||
August 1-31, 2017 | 8,577,563 | 42.78 | 8,569,093 | 1,218,677,932 | ||||||||||||
September 1-30, 2017 | 4,685,783 | 40.62 | 4,677,115 | 1,028,685,599 | ||||||||||||
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For the Quarter Ended September 30, 2017 | 16,738,445 | 42.27 | 16,717,278 | |||||||||||||
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(1) | The total number of shares purchased |
(2) | Our Board of Directors authorized the repurchase of $13.7 billion of our Common Stock through December 31, 2018. 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. See related information in Note 10,Stock Plans. |
Exhibit Number | Description | |
10.1 | ||
12.1 | Computation of Ratios of Earnings to Fixed Charges. | |
31.1 | Certification of Chief Executive Officer pursuant toRule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
31.2 | Certification of Chief Financial Officer pursuant toRule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
32.1 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.1 | The following materials from Mondelēz International’s Quarterly Report on Form10-Q for the quarter ended |
+ Indicates a management contract or compensatory plan or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MONDELĒZ INTERNATIONAL, INC. | ||
By: /s/ BRIAN T. GLADDEN | ||
Brian T. Gladden | ||
Executive Vice President and | ||
Chief Financial Officer | ||
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