Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM10-Q

(Mark One)

 xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017March 31, 2018

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

LOGO

mondelezlogo.jpg
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  x    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  x    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  x
  
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  x


At OctoberApril 27, 2017,2018, there were 1,494,388,5981,475,068,042 shares of the registrant’s Class A Common Stock outstanding.




Table of Contents

Mondelēz International, Inc.

Table of Contents

  Page No.
PART I - Page No.FINANCIAL INFORMATION 
PART I - FINANCIAL INFORMATION 
Item 1.

Financial Statements (Unaudited)

 

  1
 

  2
 

  3
 

  4
 

  5
 

  6
Item 2.

  29
Item 3.

  54
Item 4.

  
55PART II -OTHER INFORMATION 
PART II - 

OTHER INFORMATION

Item 1.

  56
Item 1A.

  56
Item 2.

  56
Item 6.

  57
58


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.





Table of Contents

PART I – FINANCIAL INFORMATION


Item 1. Financial Statements.

Statements

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
September 30,
   For the Nine Months Ended
September 30,
 
   2017   2016   2017   2016 

Net revenues

  $6,530   $6,396   $18,930   $19,153 

Cost of sales

   3,978    3,908    11,529    11,614 
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

   2,552    2,488    7,401    7,539 

Selling, general and administrative expenses

   1,330    1,552    4,254    4,835 

Asset impairment and exit costs

   183    190    536    510 

Net gain on divestitures

   (187       (184    

Amortization of intangibles

   45    44    133    132 
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

   1,181    702    2,662    2,062 

Interest and other expense, net

   19    145    262    540 
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes

   1,162    557    2,400    1,522 

Provision for income taxes

   (272   (40   (510   (207

Gain on equity method investment exchange

               43 

Equity method investment net earnings

   103    31    236    218 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings

   993    548    2,126    1,576 

Noncontrolling interest earnings

   (1       (6   (10
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings attributable to Mondelēz International

  $992   $548   $2,120   $1,566 
  

 

 

   

 

 

   

 

 

   

 

 

 

Per share data:

        

Basic earnings per share attributable to
Mondelēz International

  $0.66   $0.35   $1.40   $1.00 
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per share attributable to
Mondelēz International

  $0.65   $0.35   $1.38   $0.99 
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends declared

  $0.22   $0.19   $0.60   $0.53 
  

 

 

   

 

 

   

 

 

   

 

 

 

 For the Three Months Ended
March 31,
 2018 2017
Net revenues$6,765
 $6,414
Cost of sales3,916
 3,896
Gross profit2,849
 2,518
Selling, general and administrative expenses1,527
 1,483
Asset impairment and exit costs54
 166
Amortization of intangibles44
 44
Operating income1,224
 825
Benefit plan non-service income(13) (15)
Interest and other expense, net80
 119
Earnings before income taxes1,157
 721
Provision for income taxes(307) (154)
Equity method investment net earnings94
 66
Net earnings944
 633
Noncontrolling interest earnings(6) (3)
Net earnings attributable to Mondelēz International$938
 $630
Per share data:   
Basic earnings per share attributable to Mondelēz International$0.63
 $0.41
Diluted earnings per share attributable to Mondelēz International$0.62
 $0.41
Dividends declared$0.22
 $0.19

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
September 30,
   For the Nine Months Ended
September 30,
 
   2017   2016   2017   2016 

Net earnings

  $993   $548   $2,126   $1,576 

Other comprehensive earnings/(losses), net of tax:

        

Currency translation adjustment

   337    28    1,260    131 

Pension and other benefit plans

   (10   37    (42   141 

Derivative cash flow hedges

   (19   2    11    12 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive earnings/(losses)

   308    67    1,229    284 

Comprehensive earnings

   1,301    615    3,355    1,860 

less: Comprehensive earnings/(losses) attributable to noncontrolling interests

   9    (2   30    7 
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive earnings attributable to
Mondelēz International

  $1,292   $617   $3,325   $1,853 
  

 

 

   

 

 

   

 

 

   

 

 

 

 For the Three Months Ended
March 31,
 2018 2017
Net earnings$944
 $633
Other comprehensive earnings/(losses), net of tax:   
Currency translation adjustment207
 543
Pension and other benefit plans(6) 1
Derivative cash flow hedges(46) 18
Total other comprehensive earnings/(losses)155
 562
Comprehensive earnings1,099
 1,195
less: Comprehensive earnings/(losses) attributable to noncontrolling interests21
 7
Comprehensive earnings attributable to Mondelēz International$1,078
 $1,188

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)

                                    
   September 30,   December 31, 
   2017   2016 

ASSETS

    

Cash and cash equivalents

  $844   $1,741 

Trade receivables (net of allowances of $48 at September 30, 2017
and $58 at December 31, 2016)

   2,981    2,611 

Other receivables (net of allowances of $101 at September 30, 2017
and $93 at December 31, 2016)

   932    859 

Inventories, net

   2,781    2,469 

Other current assets

   617    800 
  

 

 

   

 

 

 

Total current assets

   8,155    8,480 

Property, plant and equipment, net

   8,538    8,229 

Goodwill

   21,071    20,276 

Intangible assets, net

   18,638    18,101 

Prepaid pension assets

   148    159 

Deferred income taxes

   332    358 

Equity method investments

   6,060    5,585 

Other assets

   349    350 
  

 

 

   

 

 

 

TOTAL ASSETS

  $63,291   $61,538 
  

 

 

   

 

 

 

LIABILITIES

    

Short-term borrowings

  $4,551   $2,531 

Current portion of long-term debt

   1,164    1,451 

Accounts payable

   5,139    5,318 

Accrued marketing

   1,651    1,745 

Accrued employment costs

   699    736 

Other current liabilities

   2,831    2,636 
  

 

 

   

 

 

 

Total current liabilities

   16,035    14,417 

Long-term debt

   12,918    13,217 

Deferred income taxes

   4,664    4,721 

Accrued pension costs

   1,684    2,014 

Accrued postretirement health care costs

   395    382 

Other liabilities

   1,496    1,572 
  

 

 

   

 

 

 

TOTAL LIABILITIES

   37,192    36,323 

Commitments and Contingencies (Note 11)

    

EQUITY

    

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)

        

Additional paid-in capital

   31,886    31,847 

Retained earnings

   22,296    21,149 

Accumulated other comprehensive losses

   (9,917   (11,122

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
  

 

 

   

 

 

 

Total Mondelēz International Shareholders’ Equity

   26,031    25,161 

Noncontrolling interest

   68    54 
  

 

 

   

 

 

 

TOTAL EQUITY

   26,099    25,215 
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

  $63,291   $61,538 
  

 

 

   

 

 

 

 March 31,
2018
 December 31,
2017
ASSETS   
Cash and cash equivalents$1,130
 $761
Trade receivables (net of allowances of $49 at March 31, 2018
 and $50 at December 31, 2017)
3,113
 2,691
Other receivables (net of allowances of $83 at March 31, 2018
     and $98 at December 31, 2017)
841
 835
Inventories, net2,620
 2,557
Other current assets666
 676
Total current assets8,370
 7,520
Property, plant and equipment, net8,792
 8,677
Goodwill21,301
 21,085
Intangible assets, net18,810
 18,639
Prepaid pension assets160
 158
Deferred income taxes301
 319
Equity method investments6,347
 6,345
Other assets422
 366
TOTAL ASSETS$64,503
 $63,109
LIABILITIES   
Short-term borrowings$4,779
 $3,517
Current portion of long-term debt829
 1,163
Accounts payable5,727
 5,705
Accrued marketing1,847
 1,728
Accrued employment costs617
 721
Other current liabilities2,999
 2,959
Total current liabilities16,798
 15,793
Long-term debt13,180
 12,972
Deferred income taxes3,419
 3,376
Accrued pension costs1,548
 1,669
Accrued postretirement health care costs419
 419
Other liabilities2,589
 2,689
TOTAL LIABILITIES37,953
 36,918
Commitments and Contingencies (Note 12)
 
EQUITY   
Common Stock, no par value (5,000,000,000 shares authorized and 1,996,537,778 shares issued at March 31, 2018 and December 31, 2017)
 
Additional paid-in capital31,876
 31,915
Retained earnings23,315
 22,749
Accumulated other comprehensive losses(9,858) (9,998)
Treasury stock, at cost (515,208,245 shares at March 31, 2018 and
    508,401,694 shares at December 31, 2017)
(18,881) (18,555)
Total Mondelēz International Shareholders’ Equity26,452
 26,111
Noncontrolling interest98
 80
TOTAL EQUITY26,550
 26,191
TOTAL LIABILITIES AND EQUITY$64,503
 $63,109
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
 

Balances at January 1, 2016

  $   $31,760   $20,700  $(9,986 $(14,462 $88  $28,100 

Comprehensive earnings/(losses):

          

Net earnings

           1,659         10   1,669 

Other comprehensive earnings/(losses), net of income taxes

              (1,136     (17  (1,153

Exercise of stock options and issuance of other stock awards

       87    (94     350      343 

Common Stock repurchased

                 (2,601     (2,601

Cash dividends declared ($0.72 per share)

           (1,116           (1,116

Dividends paid on noncontrolling interest and other activities

                    (27  (27
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances at December 31, 2016

  $   $31,847   $21,149  $(11,122 $(16,713 $54  $25,215 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive earnings/(losses):

          

Net earnings

           2,120         6   2,126 

Other comprehensive earnings/(losses), net of income taxes

              1,205      24   1,229 

Exercise of stock options and issuance of other stock awards

       39    (63     296      272 

Common Stock repurchased

                 (1,817     (1,817

Cash dividends declared ($0.60 per share)

           (910           (910

Dividends paid on noncontrolling interest and other activities

                    (16  (16
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances at September 30, 2017

  $   $31,886   $22,296  $(9,917 $(18,234 $68  $26,099 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 Mondelēz International Shareholders’ Equity    
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Earnings/
(Losses)
 
Treasury
Stock
 
Non-controlling
Interest*
 
Total
Equity
Balances at January 1, 2017$
 $31,847
 $21,149
 $(11,122) $(16,713) $54
 $25,215
Comprehensive earnings/(losses):             
Net earnings
 
 2,922
 
 
 14
 2,936
Other comprehensive earnings/(losses), net of income taxes
 
 
 1,124
 
 28
 1,152
Exercise of stock options and issuance of other stock awards
 68
 (83) 
 360
 
 345
Common Stock repurchased
 
 
 
 (2,202) 
 (2,202)
Cash dividends declared ($0.82 per share)
 
 (1,239) 
 
 
 (1,239)
Dividends paid on noncontrolling interest and other activities
 
 
 
 
 (16) (16)
Balances at December 31, 2017$
 $31,915
 $22,749
 $(9,998) $(18,555) $80
 $26,191
Comprehensive earnings/(losses):             
Net earnings
 
 938
 
 
 6
 944
Other comprehensive earnings/(losses), net of income taxes
 
 
 140
 
 15
 155
Exercise of stock options and issuance of other stock awards
 (39) (51) 
 174
 
 84
Common Stock repurchased
 
 
 
 (500) 
 (500)
Cash dividends declared ($0.22 per share)
 
 (327) 
 
 
 (327)
Dividends paid on noncontrolling interest and other activities
 
 6
 
 
 (3) 3
Balances at March 31, 2018$
 $31,876
 $23,315
 $(9,858) $(18,881) $98
 $26,550

*Noncontrolling interest as of September 30, 2016March 31, 2017 was $68$61 million, as compared to $88$54 million as of January 1, 2016.2017. The change of $(20)$7 million during the ninethree months ended September 30, 2016March 31, 2017 was due to $(27) million of dividends paid, $(3)$4 million of other comprehensive losses,earnings, net of taxes, offset by $10and $3 million of net earnings.


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 Nine Months Ended 
   September 30, 
   2017   2016 

CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES

    

Net earnings

  $2,126   $1,576 

Adjustments to reconcile net earnings to operating cash flows:

    

Depreciation and amortization

   604    615 

Stock-based compensation expense

   104    102 

Deferred income tax provision/(benefit)

   77    (163

Asset impairments and accelerated depreciation

   287    262 

Loss on early extinguishment of debt

   11     

Gain on equity method investment exchange

       (43

Net gain on divestitures

   (184    

Equity method investment net earnings

   (236   (218

Distributions from equity method investments

   143    75 

Other non-cash items, net

   (238   10 

Change in assets and liabilities, net of acquisitions and divestitures:

    

Receivables, net

   (387   (265

Inventories, net

   (236   (121

Accounts payable

   (426   (143

Other current assets

   68    79 

Other current liabilities

   (604   (266

Change in pension and postretirement assets and liabilities, net

   (312   (362
  

 

 

   

 

 

 

Net cash provided by operating activities

   797    1,138 
  

 

 

   

 

 

 

CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES

    

Capital expenditures

   (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

   77    113 
  

 

 

   

 

 

 

Net cash used in investing activities

   (128   (521
  

 

 

   

 

 

 

CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES

    

Issuances of commercial paper, maturities greater than 90 days

   1,375    1,028 

Repayments of commercial paper, maturities greater than 90 days

   (1,681   (337

Net issuances of other short-term borrowings

   2,266    1,533 

Long-term debt proceeds

   350    1,149 

Long-term debt repaid

   (1,468   (1,757

Repurchase of Common Stock

   (1,786   (1,727

Dividends paid

   (869   (801

Other

   165    82 
  

 

 

   

 

 

 

Net cash used in financing activities

   (1,648   (830
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

   82    29 
  

 

 

   

 

 

 

Cash and cash equivalents:

    

Decrease

   (897   (184

Balance at beginning of period

   1,741    1,870 
  

 

 

   

 

 

 

Balance at end of period

  $844   $1,686 
  

 

 

   

 

 

 

 For the Three Months Ended
March 31,
 2018 2017
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES   
Net earnings$944
 $633
Adjustments to reconcile net earnings to operating cash flows:   
Depreciation and amortization207
 200
Stock-based compensation expense28
 39
U.S. tax reform transition tax94
 
Deferred income tax provision47
 13
Asset impairments and accelerated depreciation28
 80
Equity method investment net earnings(94) (66)
Distributions from equity method investments143
 122
Other non-cash items, net(14) 43
Change in assets and liabilities, net of acquisitions and divestitures:   
Receivables, net(413) (454)
Inventories, net(38) (95)
Accounts payable(144) (443)
Other current assets46
 126
Other current liabilities(317) (478)
Change in pension and postretirement assets and liabilities, net(110) (277)
Net cash provided by/(used in) operating activities407
 (557)
CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES   
Capital expenditures(284) (306)
Proceeds from sale of property, plant and equipment and other assets10
 19
Net cash used in investing activities(274) (287)
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES   
Issuances of commercial paper, maturities greater than 90 days686
 626
Repayments of commercial paper, maturities greater than 90 days(433) (513)
Net issuances of other short-term borrowings1,016
 1,587
Long-term debt proceeds463
 350
Long-term debt repaid(738) (979)
Repurchase of Common Stock(527) (461)
Dividends paid(330) (292)
Other92
 60
Net cash provided by financing activities229
 378
Effect of exchange rate changes on cash and cash equivalents7
 32
Cash and cash equivalents:   
Increase/(decrease)369
 (434)
Balance at beginning of period761
 1,741
Balance at end of period$1,130
 $1,307

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 cash flows. Results of operations for any interim period are not necessarily indicative of future or annual results. For a complete set of consolidated financial statements and related notes, refer to our Annual Report on Form 10-K for the year ended December 31, 2016.

2017.


Principles of Consolidation:

The condensed consolidated financial statements include Mondelēz International, Inc. as well as our wholly owned and majority owned subsidiaries, except our Venezuelan subsidiaries. As of the close of the 2015 fiscal year, we deconsolidated and changed to the cost method of accounting forfully impaired our investment in our Venezuelan operations. As such, for all periods presented, we have excluded the results of operations, financial position and cash flows of our Venezuelan subsidiaries from our condensed consolidated financial statements.

Segment Change:

On October 1, 2016, We account for investments over which we integrated our Eastern Europe, Middle East,exercise significant influence under the equity method of accounting. Investments over which we do not have significant influence or control are not material and Africa (“EEMEA”) operating segment into our Europe and Asia Pacific operating segments to further leverage and optimizeare carried at cost as there is no readily determinable fair value for 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:

Latin Americaequity interests.
AMEA
Europe
North America

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 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 September 30, 2017,March 31, 2018, none of our consolidated subsidiaries were subject to highly inflationary accounting.


Argentina.We continue to closely monitor inflation and the potential for the economy to become highly inflationary for accounting purposes. As of September 30, 2017,March 31, 2018, the Argentinian economy was not 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$136 million, or 2.3%2.0% 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,March 31, 2018, and our Argentinian operations had a net monetary liability position as of September 30, 2017.

Ukraine. Beginning in the second quarter of 2017, based on projected inflation data published by the National Bank of Ukraine, Ukraine’s three-year cumulative inflation rate dropped below 100% and it is projected to stay below 100% for the rest of the year. As such, Ukraine is no longer designated highly inflationary and we continue to record currency translation adjustments within equity and realized exchange gains and losses on transactions in earnings. Our Ukrainian operations contributed $21 million, or 0.3%, of consolidated net revenues in the three months and $51 million, or 0.3% of consolidated net revenues in the nine months ended September 30, 2017, and our Ukrainian net monetary assets as of September 30, 2017 were not material.

March 31, 2018.


Other Countries.Since we sell in approximately 165160 countries and have operations in over 80 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 includeuncertainty and exchange rate volatility, including Brazil, China, Mexico, Russia, United Kingdom (Brexit), Ukraine, Turkey, Egypt, Nigeria and South Africa, most of which have had exchange rate volatility.Africa. We continue to monitor operations, currencies and net monetary exposures in these countries. At this time, we do not anticipate a risk to our operating results from changing to highly inflationary accounting in these countries.


Revenue Recognition:
We predominantly sell food and beverage products across several product categories and in all regions as detailed in Note 16, Segment Reporting. We recognize revenue when control over the products transfers to our customers, which generally occurs upon delivery or shipment of the products. A small percentage of our net revenues relates to the licensing of our intellectual property, predominantly brand and trade names, and we record these revenues over the license term. We account for product shipping, handling and insurance as fulfillment activities with revenues for these activities recorded within net revenue and costs recorded within cost of sales. Any taxes collected on behalf of government authorities are excluded from net revenues.


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Revenues are recorded net of trade and sales incentives and estimated product returns. Known or expected pricing or revenue adjustments, such as trade discounts, rebates or returns, are estimated at the time of sale. We base these estimates of expected amounts principally on historical utilization and redemption rates. Estimates that affect revenue, such as trade incentives and product returns, are monitored and adjusted each period until the incentives or product returns are realized.

Key sales terms, such as pricing and quantities ordered, are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration. As such, we do not capitalize contract inception costs and we capitalize product fulfillment costs in accordance with U.S. GAAP and our inventory policies. We generally do not have any unbilled receivables at the end of a period. Deferred revenues are not material and primarily include customer advance payments typically collected a few days before product delivery, at which time deferred revenues are reclassified and recorded as net revenues. We generally do not receive noncash consideration for the sale of goods nor do we grant payment financing terms greater than one year.

Transfers of Financial Assets:

We account for transfers of financial assets, such as uncommitted revolving non-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 anon-recourse factoring arrangement with a major global bank for a maximum combined capacity of $1.0 billion. Under the program,arrangements in which we may sell eligible short-term trade receivables primarily to the bankbanks in exchange for cash. We may then continue to collect the receivables sold, acting solely as a collecting agent on behalf of the bank.banks. The outstanding principal amount of receivables under this arrangementthese arrangements amounted to $650$886 million as of September 30, 2017March 31, 2018 and $644$843 million as of December 31, 2016.2017. The incremental cost of factoring receivables under this arrangement was not material for all periods presented. The proceeds from the sales of receivables are included in cash from operating activities in the condensed consolidated statements of cash flows.


New Accounting Pronouncements:

In August 2017,February 2018, the Financial Accounting Standards Board (“FASB”("FASB") issued an Accounting Standards Update (“ASU”("ASU") that permits entities to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the 2017 enactment of U.S. tax reform legislation. 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 August 2017, the FASB issued an 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 assessingearly adopted the standard as of January 1, 2018 and there was no material impact onto our consolidated financial statements.

statements upon adoption. Refer to Note 9, Financial Instruments, for additional information.


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 aadopted this standard on January 1, 2018 and there was no 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 applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period ofstatements upon adoption. The ASU is effective for fiscal years beginning after December 15, 2018, 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 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 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. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We will adopt theadopted this standard on January 1, 2018. For information on our service cost and other2018 using a retrospective approach for all periods presented. As a result of this adoption, we have disaggregated the components of our net periodic benefit cost for pension and postretirement benefit costs and post-employment plans, see Note 9,Benefit Plans, in this Form 10-Qmoved components other than service costs to a new line item, benefit plan non-service income, located below operating income. For the three months ended March 31, 2017, $15 million of benefit plan non-service income was

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reclassified from operating income ($7 million from cost of sales and Note 9,Benefit Plans,$8 million from selling, general and administrative expenses) to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

benefit plan non-service income.


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 basedadopted this standard 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 aand there was no material impact onto our consolidated financial statements.

statements upon adoption.


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 adoptingadopted this standard at the same time as the cash flow statement classification changes described below go into effect on January 1, 2018. This ASU is not expected to have a2018 and there was no material impact onto our consolidated statement of cash flows.

financial statements upon adoption.


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 adoptingadopted this standard on January 1, 2018 and do not expect the ASUrecorded an immaterial cumulative-effect adjustment to have a material impact on our consolidated financial statements.

retained earnings upon adoption.


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 adoptingadopted this standard on January 1, 2018. This ASU is not expected to have a2018 and there was no material impact onto our consolidated financial statements.

statements upon adoption.


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 a right-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 assessassessment of the impact of the new standard across our operations and on our 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 aWe adopted this standard on January 1, 2018 and there was no material impact onto our consolidated financial statements.

statements upon adoption.


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 asWe adopted the new

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standard on January 1, 2018 on a full retrospective basis. We are finalizing reviews and working on implementing the process, policy and disclosure changes that will go into effect on January 1, 2018. At this time, we do not expect aThere was no material financial impact from adopting the new revenue standards.

Reclassifications:

Certain amounts previously reported have been reclassifiedstandards in any of the historical periods presented. Refer to conform to current-year presentation. In connection with the October 1, 2016 segment change describedRevenue Recognition section above prior-period segment information was updated to reflect the new segment structure. See and Note 5,Goodwill and Intangible Assets; Note 6,2014-2018 Restructuring Program;and Note 15,16, Segment Reporting,. 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.

for additional information.

Note 2. Divestitures and Acquisitions

JDE Coffee Business Transactions:


On July 2, 2015,December 28, 2017, 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 exchangesale of a portionconfectionery business in Japan. We received cash proceeds 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 September 30, 2017, we hold a 26.5% voting interest, a 26.4% ownership interest and a 26.2% profit and dividend sharing interest in JDE. We recorded $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 during the first quarter of 2017.

On July 5, 2016, we received 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 of114 million. As a result, our share of JDE’s equity earnings during the third quarter of 2016 was negatively affected by30 million¥2.8 billion ($3424 million as of September 30, 2016).

JDE Stock-Based Compensation Arrangements:

On June 30, 2016, we entered into agreements with AHBVDecember 28, 2017) 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 of1.7 billion (approximately $2.0 billion as of March 7, 2016) forrecorded an interest in Keurig with a fair value of $2.0 billion basedimmaterial pre-tax loss on the merger consideration per share for Keurig. We recorded the difference between the fair value of Keurig anddivestiture within 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, with pro-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 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. We 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 September 30, 2017. In 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 $4 million during the seven months ended September 30, 2016.

Other Divestitures and Acquisitions:

AMEA segment.


On October 2, 2017, we completed the sale of one of our equity method investments and received cash proceeds of $65 million.

We recorded a pre-tax gain of $40 million within the gain on equity method investment transactions and $15 million of tax expense.


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 of9 €9 million ($11 million as of August 17, 2017) and on October 23, 2017, the second transaction closed and we received cash proceeds of3 €2 million ($3 million as of October 23, 2017). The gain on both transactions combined is expected to bewas 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 divested $27 million of current assets, $135 million of non-current assets and $4 million of current liabilities based on the July 4, 2017 exchange rate. We recorded a pre-tax gain of $247 million Australian dollars ($187 million as of July 4, 2017) on the sale duringsale. During the three months ended September 30, 2017. We incurredthird and fourth quarters of 2017, we also recorded divestiture-related costs of $2 million in the six months ended June 30, 2017. We also had a gain onand a foreign currency hedge of $2 million in the three months and a net loss of $3 million. In the fourth quarter of 2017, we recorded a final $3 million inventory-related working capital adjustment, increasing the pre-tax gain to $190 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. We received net cash of approximately157 €157 million ($169 million as of April 28, 2017), net of cash divested with the businesses. On April 28, 2017, we divested $44 million of current assets, $155 million of non-current assets, $8 million of current liabilities and $22 million of non-current liabilities based on the April 28, 2017 exchange rate. During the three months ended March 31, 2018, we reversed $3 million of accrued expenses no longer required. We incurred $18 million of divestiture-related costs in the three months ended March 31, 2017. We recorded a $3 million loss on the sale during the three months ended June 30, 2017. We incurred divestiture-related costs of $1 million in the three months and $22 million in the nine 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. TheseDivestiture-related costs were recorded within cost of sales and selling, general and administrative expenses ofprimarily within 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 for another 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.

On November 2, 2016, we purchased from Burton’s Biscuit Company certain intangibles, which included the license to manufacture, market and sell Cadbury-branded biscuits in additional key markets around the world, including in the 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



Table of November 2, 2016). During the third quarter of 2017, we completed the valuation work and finalized the purchase price allocation of $66 million to definite-lived intangible assets, $173 million to goodwill, $2 million to property, plant and equipment and $4 million to 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 wasContents


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 of12 million ($14 million as of May 2, 2016) upon closing and another2 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 September 30,   As of December 31, 
   2017   2016 
   (in millions) 

Raw materials

  $764   $722 

Finished product

   2,154    1,865 
  

 

 

   

 

 

 
   2,918    2,587 

Inventory reserves

   (137   (118
  

 

 

   

 

 

 

Inventories, net

  $                     2,781   $                     2,469 
  

 

 

   

 

 

 
 As of March 31,
2018
 As of December 31,
2017
 (in millions)
Raw materials$736
 $711
Finished product2,005
 1,975
 2,741
 2,686
Inventory reserves(121) (129)
Inventories, net$2,620
 $2,557

Note 4. Property, Plant and Equipment


Property, plant and equipment consisted of the following:

As
 As of March 31,
2018
 As of December 31,
2017
 (in millions)
Land and land improvements$457
 $458
Buildings and building improvements3,086
 2,979
Machinery and equipment11,402
 11,195
Construction in progress998
 1,048
 15,943
 15,680
Accumulated depreciation(7,151) (7,003)
Property, plant and equipment, net$8,792
 $8,677

For the three months ended March 31, 2018, capital expenditures of September 30,
As$284 million excluded $252 million of accrued capital expenditures remaining unpaid at March 31, 2018 and included payment for a portion of the $357 million of capital expenditures that were accrued and unpaid at December 31,
2017. For the three months ended March 31, 2017,2016
(in millions)

Land capital expenditures of $306 million excluded $186 million of accrued capital expenditures remaining unpaid at March 31, 2017 and land improvements

$469$471

Buildingsincluded payment for a portion of the $343 million of capital expenditures that were accrued and building improvements

2,9712,801

Machinery and equipment

11,17910,302

Construction in progress

1,0141,113

15,63314,687

Accumulated depreciation

(7,095(6,458

Property,unpaid at December 31, 2016.


In connection with our restructuring program, we recorded non-cash 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 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-cash assetwrite-downs

  $                     46   $                     120   $                     164   $                     233 
  

 

 

   

 

 

   

 

 

   

 

 

 

write-downs (including accelerated depreciation and asset impairments) of $23 million in the three months ended March 31, 2018 and $71 million in the three months ended March 31, 2017 (see Note 7, 2014-2018 Restructuring Program). These charges related to property, plant and equipment 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
March 31,
 2018 2017
 (in millions)
Latin America$8
 $6
AMEA4
 12
Europe5
 37
North America6
 15
Corporate
 1
Non-cash property, plant and equipment write-downs$23
 $71


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Note 5. Goodwill and Intangible Assets


Goodwill by segment reflects our current segment structure for both periods presented:

                                    
   As of September 30,   As of December 31, 
   2017   2016 
     (in millions) 

Latin America

  $947   $897 

AMEA

   3,349    3,324 

Europe

   7,837    7,170 

North America

   8,938    8,885 
  

 

 

   

 

 

 

Goodwill

  $21,071   $20,276 
  

 

 

   

 

 

 

was:

 As of March 31,
2018
 As of December 31,
2017
 (in millions)
Latin America$924
 $901
AMEA3,391
 3,371
Europe8,072
 7,880
North America8,914
 8,933
Goodwill$21,301
 $21,085

Intangible assets consisted of the following:

                                    
   As of September 30,   As of December 31, 
   2017   2016 
     (in millions) 

Non-amortizable intangible assets

  $17,625   $17,004 

Amortizable intangible assets

   2,414    2,315 
  

 

 

   

 

 

 
   20,039    19,319 

Accumulated amortization

   (1,401   (1,218
  

 

 

   

 

 

 

Intangible assets, net

  $18,638   $18,101 
  

 

 

   

 

 

 

 As of March 31,
2018
 As of December 31,
2017
 (in millions)
Non-amortizable intangible assets$17,868
 $17,671
Amortizable intangible assets2,426
 2,386
 20,294
 20,057
Accumulated amortization(1,484) (1,418)
Intangible assets, net$18,810
 $18,639

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 and non-compete agreements. At September 30, 2017, the weighted-average life of our amortizable intangible assets was 13.6 years.


Amortization expense for intangible assets was $45 million for the three months and $133 million for the nine months ended September 30, 2017 and $44 million for the three months ended March 31, 2018 and $132 million for the nine months ended September 30, 2016.March 31, 2017. For the next five years, we currently estimate annual amortization expense of approximately $180$178 million for the next fourthree years and approximately $90$87 million in yearyears four and five reflecting September 30, 2017(reflecting March 31, 2018 exchange rates.

rates).


Changes in goodwill and intangible assets consisted of:

                                    
             Goodwill                Intangible    
    Assets, at cost    
 
   (in millions) 

Balance at January 1, 2017

  $20,276   $19,319 

Currency

   889    898 

Divestitures

   (109   (62

Acquisition

   15    (7

Asset impairments

       (109
  

 

 

   

 

 

 

Balance at September 30, 2017

  $21,071   $20,039 
  

 

 

   

 

 

 

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.

Asset impairments – During the third quarter of 2017, we recorded $70 million of intangible asset impairments related to our annual testing of non-amortizable intangible assets as described further below and a $1 million impairment related to a transaction. During the second quarter of 2017, we recorded a $38 million intangible asset impairment charge resulting from a category decline and lower than expected product growth related to a gum trademark in our North America segment.

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.

 Goodwill 
Intangible
Assets, at cost
 (in millions)
Balance at January 1, 2018$21,085
 $20,057
Currency/other216
 237
Balance at March 31, 2018$21,301
 $20,294

During our 2017 annual testing of non-amortizable intangible assets, we recorded $70 million of impairment charges in the third quarter of 2017 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 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 notedacross all regions. During that annual review, we identified thirteen brands, including the five impaired trademarks, with $965$980 million of aggregate book value as of September 30, 2017March 31, 2018 that each had a fair value in excess of book value of 10% or less. We 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.



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Note 6. Equity Method Investments

Our investments accounted for under the equity method of accounting totaled $6,347 million as of March 31, 2018 and $6,345 million as of December 31, 2017. Our largest investments are in Jacobs Douwe Egberts (“JDE”) and Keurig Green Mountain, Inc. (“Keurig”).

JDE:
As of March 31, 2018, we held a 26.5% voting interest, a 26.4% ownership interest and a 26.2% profit and dividend sharing interest in JDE. We recorded JDE equity earnings of $46 million and received cash dividends of $73 million in the first quarter of 2018. In the first quarter of 2017, we recorded JDE equity earnings of $18 million and received cash dividends of $49 million.

Keurig:
As of March 31, 2018, we held a 24.2% ownership interest in Keurig. We recorded Keurig equity earnings of $16 million and shareholder loan interest income of $6 million and we received dividends of $3 million in the first quarter of 2018. In the first quarter of 2017, we recorded Keurig equity earnings of $14 million and shareholder loan interest income of $6 million and we received $12 million of interest payments on the shareholder loan and $4 million of dividends.

Planned Keurig Dr Pepper Transaction:
On January 29, 2018, Keurig announced that it had entered into a definitive merger agreement with Dr Pepper Snapple Group, Inc. to form Keurig Dr Pepper Inc. ("Keurig Dr Pepper"), contingent upon the successful satisfaction of certain regulatory requirements. Following the close of the merger in mid-2018, we expect our ownership in Keurig Dr Pepper to be 13% -14%. As we will continue to have significant influence over the merged entity, we will account for this investment under the equity method as we have for Keurig, resulting in recognizing our share of their earnings within our earnings and our share of their dividends within our cash flows. We will have the right to nominate two directors to the board of Keurig Dr Pepper and will have certain governance rights over Keurig Dr Pepper following the transaction.

Note 7. 2014-2018 Restructuring Program


On May 6, 2014, our Board of Directors approved a $3.5 billion restructuring program and up to $2.2 billion of capital expenditures. On August 31, 2016, our Board of Directors approved a $600 million reallocation between restructuring program cash costs and capital expenditures so that now the $5.7 billion program consists of approximately $4.1 billion of restructuring program costs ($3.1 billion cash costs and $1 billion non-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-related one-time costs. Since inception, we have incurred total restructuring and related implementation charges of $3.1$3.4 billion related to the 2014-2018 Restructuring Program. We expect to incur the full $4.1 billion of program charges by year-end 2018.


Restructuring Costs:

We recorded restructuring charges of $113$52 million in the three months ended March 31, 2018 and $418 million in the nine months ended September 30, 2017 and $187$157 million in the three months and $480 million in the nine months ended September 30, 2016March 31, 2017 within asset impairment and exit costs. The 2014-2018 Restructuring Program liability activity for the ninethree months ended September 30, 2017March 31, 2018 was:

                                                      
   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 
  

 

 

   

 

 

   

 

 

 

Liability balance, September 30, 2017

  $493   $   $493 
  

 

 

   

 

 

   

 

 

 

 
Severance
and related
costs
 
Asset
Write-downs
 Total
 (in millions)
Liability balance, January 1, 2018$464
 $
 $464
Charges28
 24
 52
Cash spent(79) 
 (79)
Non-cash settlements/adjustments(1) (24) (25)
Currency4
 
 4
Liability balance, March 31, 2018$416
 $
 $416


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We spent $83$79 million in the three months ended March 31, 2018 and $245 million in the nine months ended September 30, 2017 and $89$84 million in the three months and $249 million in the nine months ended September 30, 2016March 31, 2017 in cash severance and related costs. We also recognized non-cash pension settlement losses (See Note 9,Benefit Plans), non-cash asset write-downs (including accelerated depreciation and asset impairments) and other non-cash adjustments totaling $48$25 million in the three months ended March 31, 2018 and $174 million in the nine months ended September 30, 2017 and $120$72 million in the three months and $244 million in the nine months ended September 30, 2016.March 31, 2017. At September 30, 2017, $431March 31, 2018, $372 million of our net restructuring liability was recorded within other current liabilities and $62$44 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 $62 million in the three months ended March 31, 2018 and $179 million in the nine months ended September 30, 2017 and $114$54 million in the three months and $286 million in the nine months ended September 30, 2016.March 31, 2017. 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 September 30,March 31, 2018 and March 31, 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
September 30, 2017

            

Restructuring Costs

  $45   $32   $30   $7   $(1  $113 

Implementation Costs

   8    11    18    13    12    62 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $53   $43   $48   $20   $11   $175 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the Nine Months Ended
September 30, 2017

            

Restructuring Costs

  $76   $106   $149   $79   $8   $418 

Implementation Costs

   28    30    49    38    34    179 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $104   $136   $198   $117   $42   $597 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the Three Months Ended
September 30, 2016

            

Restructuring Costs

  $27   $9   $76   $75   $   $187 

Implementation Costs

   15    9    45    30    15    114 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $42   $18   $121   $105   $15   $301 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the Nine Months Ended
September 30, 2016

            

Restructuring Costs

  $71   $72   $188   $144   $5   $480 

Implementation Costs

   34    27    78    101    46    286 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $105   $99   $266   $245   $51   $766 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Project 2014-2017(3)

            

Restructuring Costs

  $413   $413   $798   $433   $60   $2,117 

Implementation Costs

   137    116    253    233    209    948 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $550   $529   $1,051   $666   $269   $3,065 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 
Latin
America
 AMEA Europe 
North
America (1)
 
Corporate (2)
 Total
 (in millions)
For the Three Months Ended March 31, 2018           
Restructuring Costs$24
 $6
 $7
 $12
 $3
 $52
Implementation Costs15
 12
 16
 17
 2
 62
Total$39
 $18
 $23
 $29
 $5
 $114
For the Three Months Ended March 31, 2017           
Restructuring Costs$24
 $27
 $69
 $38
 $(1) $157
Implementation Costs9
 8
 12
 13
 12
 54
Total$33
 $35
 $81
 $51
 $11
 $211
Total Project 2014-2018 (3)
           
Restructuring Costs$454
 $454
 $851
 $460
 $67
 $2,286
Implementation Costs167
 141
 288
 270
 223
 1,089
Total$621
 $595
 $1,139
 $730
 $290
 $3,375

(1)During 20172018 and 2016,2017, our North America region implementation costs included incremental costs that we incurred related to re-negotiatingrenegotiating collective bargaining agreements that expired at the end ofin 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 September 30, 2017.March 31, 2018.

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Note 7.8. Debt and Borrowing Arrangements


Short-Term Borrowings:

Our short-term borrowings and related weighted-average interest rates consisted of:

                                                                        
   As of September 30, 2017   As of December 31, 2016 
   Amount   Weighted-   Amount   Weighted- 
   Outstanding   Average Rate   Outstanding   Average Rate 
   (in millions)       (in millions)     

Commercial paper

  $4,370    1.3%   $2,371    1.0% 

Bank loans

   181    10.6%    160    10.6% 
  

 

 

     

 

 

   

Total short-term borrowings

  $4,551     $2,531   
  

 

 

     

 

 

   

 As of March 31, 2018 As of December 31, 2017
 
Amount
Outstanding
 
Weighted-
Average Rate
 
Amount
Outstanding
 
Weighted-
Average Rate
 (in millions)   (in millions)  
Commercial paper$4,459
 2.2% $3,410
 1.7%
Bank loans320
 12.9% 107
 11.5%
Total short-term borrowings$4,779
   $3,517
  

As of September 30, 2017,March 31, 2018, commercial paper issued and outstanding had between 2 and 66118 days remaining to maturity. Commercial paper borrowings increased since year-endyear end primarily as a result of issuances to finance the payment of long-term debt maturities, dividend payments and share repurchases during the year.


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$1.8 billion at September 30, 2017March 31, 2018 and $1.8$2.0 billion at December 31, 2016.2017. Borrowings on these lines were $181$320 million at September 30, 2017March 31, 2018 and $160$107 million at December 31, 2016.

2017.


Borrowing Arrangements:

On MarchApril 2, 2018, in connection with the tender offer described below, we entered into a $2.0 billion revolving credit agreement for a 364-day senior unsecured credit facility that is scheduled to expire on April 1, 2017,2019. The agreement includes the same terms and conditions as our existing $4.5 billion multi-year credit facility discussed below. On April 17, 2018, we borrowed $714 million on this facility to fund the debt tender described below and availability under the facility was reduced to match the borrowed amount.

On February 28, 2018, to supplement our commercial paper program, we entered into a $1.5 billion revolving credit agreement for a 364-day senior unsecured credit facility that is scheduled to expire on February 28, 2018.27, 2019. The agreement replaces our previous credit agreement that matured on February 28, 2018 and includes the same terms and conditions as our existing $4.5 billion multi-year credit facility discussed below. As of September 30, 2017,March 31, 2018, 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 September 30, 2017,March 31, 2018, we complied with this covenant as our shareholders’ equity, as defined by the covenant, was $35.9$36.3 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 September 30, 2017,March 31, 2018, no amounts were drawn on the facility.


Long-Term Debt:

On April 12, 2017,17, 2018, we discharged $488completed a cash tender offer and retired $570 million of the long-term U.S. dollar debt consisting of:
$241 million of our 6.500% U.S. dollar-denominated debt. notes due in February 2040
$97.6 million of our 5.375% notes due in February 2020
$75.8 million of our 6.500% notes due in November 2031
$72.1 million of our 6.875% notes due in February 2038
$42.6 million of our 6.125% notes due in August 2018
$29.3 million of our 6.875% notes due in January 2039
$11.7 million of our 7.000% notes due in August 2037

Table of Contents

We paid $504 million, representing principal as well as pastfinanced the repurchase of the notes, including the payment of accrued interest and future interest accrualsother costs incurred, from February 2017 through the August 2017 maturity date. We recorded an $11 million$2.0 billion revolving credit agreement entered into on April 2, 2018. The related loss on debt extinguishment within interest expense and a $5 million reductionrelated expenses will be finalized in accrued interest.

the second quarter of 2018.


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, 2017,2, 2018, we launched an offering offr.350 C$600 million of Swiss franc-denominated3.250% Canadian-dollar denominated notes or $349 million in U.S. dollars as ofthat mature on 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

7, 2025. On March 30, 2017,7, 2018, we received net proceeds offr.349C$595 million (or $349$461 million) that wereof proceeds, net of discounts and underwriting fees, to be used for general corporate purposes.

We recorded approximately $4 million of discounts and deferred financing costs, which will be amortized into interest expense over the life of the notes.


On January 26, 2017,750February 1, 2018, $478 million of our 1.125% euro-denominated6.125% U.S. dollar notes matured. The notes and accrued interest to date were paid with the issuance of commercial paper and cash on hand.


On January 26, 2018, fr250 million (or $260 million) of our 0.080% Swiss franc 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%2.3% as of September 30,March 31, 2018, 2.1% as of December 31, 2017 and 2.2% as of December 31, 2016, down from 3.7% as of December 31, 2015.

2016.


Fair Value of Our Debt:

The fair value of our short-term borrowings at September 30, 2017March 31, 2018 and December 31, 20162017 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 September 30,March 31, 2018, the aggregate fair value of our total debt was $19,337 million and its carrying value was $18,788 million. At December 31, 2017, the aggregate fair value of our total debt was $19,367$18,354 million and its carrying value was $18,633$17,652 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 Nine Months Ended 
   September 30,   September 30, 
       2017           2016           2017           2016     
   (in millions) 

Interest expense, debt

  $89   $129   $295   $400 

Loss on debt extinguishment

           11     

Loss related to interest rate swaps

               97 

Other (income)/expense, net

   (70   16    (44   43 
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest and other expense, net

  $19   $145   $262   $540 
  

 

 

   

 

 

   

 

 

   

 

 

 

 For the Three Months Ended
March 31,
 2018 2017
 (in millions)
Interest expense, debt$102
 $103
Gain related to interest rate swaps(14) 
Other (income)/expense, net(8) 16
Interest and other expense, net$80
 $119

See Note 8,9, Financial Instruments, for information on the lossgain 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 million2018.


Table of other income recorded in connection with the resolution of a Brazilian indirect tax matter and the reversal of related accrued interest.

Contents

Note 8.9. Financial Instruments


Fair Value of Derivative Instruments:

Derivative instruments were recorded at fair value in the condensed consolidated balance sheets as follows:

                                                                        
   As of September 30, 2017   As of December 31, 2016 
   Asset   Liability   Asset   Liability 
   Derivatives   Derivatives   Derivatives   Derivatives 
   (in millions) 

Derivatives designated as
accounting hedges:

        

Currency exchange contracts

  $   $2   $19   $8 

Commodity contracts

   1        17    22 

Interest rate contracts

   33    421    108    19 
  

 

 

   

 

 

   

 

 

   

 

 

 
  $34   $423   $144   $49 
  

 

 

   

 

 

   

 

 

   

 

 

 

Derivatives not designated
as accounting hedges:

        

Currency exchange contracts

  $70   $45   $29   $43 

Commodity contracts

   35    169    112    167 

Interest rate contracts

   15    10    27    19 
  

 

 

   

 

 

   

 

 

   

 

 

 
  $120   $224   $168   $229 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total fair value

  $154   $647   $312   $278 
  

 

 

   

 

 

   

 

 

   

 

 

 

 As of March 31, 2018 As of December 31, 2017
 
Asset
Derivatives
 
Liability
Derivatives
 
Asset
Derivatives
 
Liability
Derivatives
 (in millions)
Derivatives designated as
accounting hedges:
       
Interest rate contracts$29
 $686
 $15
 $509
Net investment hedge contracts45
 55
 
 
 $74
 $741
 $15
 $509
Derivatives not designated as
   accounting hedges:
       
Currency exchange contracts$65
 $63
 $65
 $76
Commodity contracts192
 129
 84
 229
Interest rate contracts8
 5
 15
 11
 $265
 $197
 $164
 $316
Total fair value$339
 $938
 $179
 $825

Derivatives designated as accounting hedges include cash flow, and fair value hedges and derivativesnet investment hedge contracts. Derivatives not designated as accounting hedges include our economic hedges. Non-U.S. dollar denominated debt, designated as a hedge of our net investments in non-U.S. operations, is not reflected in the table above, but is included in long-term debt summarized in Note 7,8, Debt and Borrowing Arrangements.Arrangements. We record derivative assets and liabilities on a gross basis on our condensed consolidated balance 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 September 30, 2017 
   Total
Fair Value of Net
Asset/(Liability)
   Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   Significant
Other Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
   (in millions) 

Currency exchange contracts

  $23   $   $23   $ 

Commodity contracts

   (133   (133        

Interest rate contracts

   (383       (383    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total derivatives

  $(493  $(133  $(360  $ 
  

 

 

   

 

 

   

 

 

   

 

 

 

                                                                        
   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) 

Currency exchange contracts

  $(3  $   $(3  $ 

Commodity contracts

   (60   (86   26     

Interest rate contracts

   97        97     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total derivatives

  $34   $(86  $120   $ 
  

 

 

   

 

 

   

 

 

   

 

 

 

 As of March 31, 2018
 
Total
Fair Value of Net
Asset/(Liability)
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Other Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 (in millions)
Currency exchange contracts$2
 $
 $2
 $
Commodity contracts63
 15
 48
 
Interest rate contracts(654) 
 (654) 
Net investment hedge contracts(10) 
 (10) 
Total derivatives$(599) $15
 $(614) $
 As of December 31, 2017
 
Total
Fair Value of Net
Asset/(Liability)
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Other Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 (in millions)
Currency exchange contracts$(11) $
 $(11) $
Commodity contracts(145) (138) (7) 
Interest rate contracts(490) 
 (490) 
Total derivatives$(646) $(138) $(508) $


Table of Contents

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 $198$38 million as of September 30, 2017March 31, 2018 and $133$171 million as of December 31, 20162017 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 $65$30 million as of September 30, 2017March 31, 2018 and $48$34 million as of December 31, 2016.2017. As of September 30, 2017,March 31, 2018, we would have noowed $15 million for derivatives we have in a net liability position and as of December 31, 20162017, we would have owed $2 million forhad no derivatives in a net liability position.


Level 2 financial assets and liabilities consist primarily of over-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 derivativesderivative contracts do not have a legal right of set-off. In connection with our OTC derivatives that could be net-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 $409 million as of September 30, 2017 and $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 $25 million as of 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 derivativehedging instruments were:

                                    
   Notional Amount 
   As of September 30,
               2017                
   As of December 31,
               2016                
 
   (in millions) 

Currency exchange contracts:

    

Intercompany loans and forecasted interest payments

  $3,649   $3,343 

Forecasted transactions

   2,066    1,452 

Commodity contracts

   1,137    837 

Interest rate contracts

   6,517    6,365 

Net investment hedge – euro notes

   3,975    4,012 

Net investment hedge – pound sterling notes

   454    419 

Net investment hedge – Swiss franc notes

   1,704    1,447 

 Notional Amount
 As of March 31, 2018 As of December 31, 2017
 (in millions)
Currency exchange contracts:   
Intercompany loans and forecasted interest payments$4,279
 $7,089
Forecasted transactions2,243
 2,213
Commodity contracts956
 1,204
Interest rate contracts7,477
 6,532
Net investment hedge contracts6,608
 
Net investment hedge debt:   
Euro notes3,777
 3,679
British pound sterling notes476
 459
Swiss franc notes1,468
 1,694
    Canadian dollar notes465
 


Table of Contents

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
  

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated (loss)/gain at end of period

  $(110  $(34  $(110  $(34
  

 

 

   

 

 

   

 

 

   

 

 

 

After-tax gains/(losses) reclassified from accumulated other comprehensive earnings/(losses) into net earnings were:

 

 

   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
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $13   $2   $10   $(64
  

 

 

   

 

 

   

 

 

   

 

 

 

After-tax gains/(losses) recognized in other comprehensive earnings/(losses) were:

 

 

   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
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $(6  $4   $21   $(53
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flow hedge ineffectiveness was not material for all periods presented.

Within

 For the Three Months Ended
March 31,
 2018 2017
 (in millions)
Accumulated (loss)/gain at beginning of period$(113) $(121)
Transfer of realized (gains)/losses in fair value to earnings(14) 7
Unrealized gain/(loss) in fair value(32) 11
Accumulated (loss)/gain at end of period$(159) $(103)

After-tax gains/(losses) reclassified from accumulated other comprehensive earnings/(losses) into net earnings were:
 For the Three Months Ended
March 31,
 2018 2017
 (in millions)
Commodity contracts$
 $(7)
Interest rate contracts14
 
Total$14
 $(7)

After-tax gains/(losses) recognized in other comprehensive earnings/(losses) were:
 For the Three Months Ended
March 31,
 2018 2017
 (in millions)
Currency exchange contracts – forecasted transactions$
 $(6)
Commodity contracts
 (1)
Interest rate contracts(32) 18
Total$(32) $11

During the three months ended March 31, 2018, we recognized a gain of $14 million in interest and other expense, net we recorded pre-tax losses of $97 million in the first quarter of 2016 related to amounts excluded from effectiveness testing. This amount relates tocertain forward-starting 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 portionfor which the planned timing 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-denominatedrelated forecasted 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 all other periods presented.

was changed.


We record pre-tax and after-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:

cost of sales for commodity contracts;
cost of sales for currency exchange contracts related to forecasted transactions;
cost of sales for commodity contracts; and
interest and other expense, net for interest rate contracts and currency exchange contracts related to intercompany loans.


Based on current market conditions, we would expect to transfer losses of $11 million (net of taxes) for commodity cash flow hedges, unrealized losses of $2 million (net of taxes) for currency cash flow hedges and unrealized losses ofless 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 September 30, 2017, we hedged transactionsMarch 31, 2018, our longest dated cash flow hedges were interest rate swaps that hedge forecasted to impact cash flowsinterest rate payments over the following periods:

commodity transactions for periods not exceeding the next 3 months;
interest rate transactions for periods not exceeding the next 65 years and 1 month; and7 months.
currency exchange transactions for periods not exceeding the next 3 months.



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
September 30,
   For the Nine Months Ended
September 30,
   
   2017   2016   2017   2016  
   (in millions)  

Derivatives

  $(2  $(11  $(4  $(2 

Borrowings

   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:

 

   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
  

Location of
Gain/(Loss)
Recognized

in Earnings

   2017   2016   2017   2016  
   (in millions)   

Currency exchange contracts:

         

Intercompany loans and forecasted interest payments

  $(13  $7   $(8  $18  Interest and other expense, net

Forecasted transactions

   (1   (14       (91 Cost of sales

Forecasted transactions

   1    2    (1   10  Interest and other expense, net

Forecasted transactions

       4    2    16  Selling, general and administrative expenses

Commodity contracts

   (17   (13   (176   (26 Cost of sales
  

 

 

   

 

 

   

 

 

   

 

 

  

Total

  $(30  $(14  $(183  $(73 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

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
Gain/(Loss)
Recognized in AOCI

   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

 For the Three Months Ended
March 31,
 2018 2017
 (in millions)
Borrowings$1
 $4
Derivatives(1) (4)
Total$
 $

The carrying amount of our hedged fixed interest rate debt is detailed below and is recorded in the current portion of long-term debt as this debt will mature during the third quarter of 2018.
 As of March 31, 2018 As of December 31, 2017
 (in millions)
Notional value of borrowings (and related derivatives)$(322) $(801)
Cumulative fair value hedging adjustments(1) 
Carrying amount of borrowings$(323) $(801)

Hedges of Net Investments in International Operations:
Beginning in the first quarter of 2018, we entered into cross-currency interest rate swaps and forwards with an aggregate notional value of $6.6 billion to hedge certain of our investments in our non-U.S. operations against adverse movements in exchange rates. The after-tax loss on these net investment hedge contracts was recorded in the cumulative translation adjustment section of other comprehensive income and was $11 million for the three months ended March 31, 2018. There were no after-tax gains/(losses) reclassified from accumulated other comprehensive earnings/(losses) into net earnings this quarter. We elected to record changes in the fair value of amounts excluded from the assessment of effectiveness in net earnings. Amounts excluded from the assessment of hedge effectiveness were $17 million for the three months ended March 31, 2018 and were recorded in interest and other expense, net.

After-tax gains/(losses) related to hedges of net investments in international operations in the form of euro, British pound sterling, Swiss franc and Canadian dollar-denominated debt were recorded within the cumulative translation adjustment section of other comprehensive income and were:
 For the Three Months Ended
March 31,
 2018 2017
 (in millions)
Euro notes$(75) $(29)
British pound sterling notes(13) (5)
Swiss franc notes(26) (15)
Canadian notes(2) 



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
 2018 2017 
 (in millions) 
Currency exchange contracts:     
Intercompany loans and
   forecasted interest payments
$7
 $2
 Interest and other expense, net
Forecasted transactions(7) (17) Cost of sales
Forecasted transactions(5) (2) Interest and other expense, net
Forecasted transactions(3) (1) Selling, general and administrative expenses
Commodity contracts149
 (62) Cost of sales
Total$141
 $(80)  

Note 9.10. 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       
  

 

 

  

 

 

  

 

 

  

 

 

 

Net periodic pension cost

  $19  $27  $23  $20 
  

 

 

  

 

 

  

 

 

  

 

 

 
   U.S. Plans  Non-U.S. Plans 
   For the Nine Months Ended
September 30,
  For the Nine Months Ended
September 30,
 
   2017  2016  2017  2016 
   (in millions) 

Service cost

  $34  $42  $117  $114 

Interest cost

   47   46   148   179 

Expected return on plan assets

   (75  (72  (322  (326

Amortization:

     

Net loss from experience differences

   27   30   124   93 

Prior service cost/(credit)

   1   1   (2  (2

Settlement losses/(gains) and other expenses

   27   25   2   (1
  

 

 

  

 

 

  

 

 

  

 

 

 

Net periodic pension cost

  $61  $72  $67  $57 
  

 

 

  

 

 

  

 

 

  

 

 

 

Within

 U.S. Plans Non-U.S. Plans
 For the Three Months Ended
March 31,
 For the Three Months Ended
March 31,
 2018 2017 2018 2017
 (in millions)
Service cost$12
 $12
 $38
 $39
Interest cost15
 15
 52
 48
Expected return on plan assets(22) (25) (117) (104)
Amortization:       
Net loss from experience differences11
 8
 42
 41
Prior service cost/(benefit)1
 1
 
 (1)
Settlement losses and other expenses7
 3
 
 1
Net periodic pension cost$24
 $14
 $15
 $24

For retired employees who elected lump-sum payments in our U.S. plans, we recorded net settlement losses/(gains) and other expenses are losses of $1$7 million for the three months and $12 million for the nine months ended September 30, 2017March 31, 2018 and $3 million for the three months and $12 million forended March 31, 2017.

Employer Contributions:
During the ninethree months ended 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 nine months ended September 30, 2017,March 31, 2018, we contributed $19$1 million to our U.S. pension plans and $408$143 million to our non-U.S. pension plans. The non-U.S. amount included a non-recurring $250plans, including $107 million contribution made in connection with a new funding agreement for a Company planto plans in the U.K.United Kingdom and Ireland. 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 September 30, 2017,March 31, 2018, over the remainder of 2018, we plan to make further contributions of approximately $7$38 million to our U.S. plans and approximately $47$158 million to our non-U.S. plans during the remainder of 2017.plans. 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 costsbenefit consisted of the following:

                                                                        
   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
 
   2017   2016   2017   2016 
   (in millions) 

Service cost

  $1   $3   $5   $9 

Interest cost

   4    6    11    16 

Amortization:

        

Net loss from experience differences

   4    2    11    5 

Prior service credit(1)

   (10   (11   (30   (14
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic postretirement health care (credits)/costs

  $(1  $   $(3  $16 
  

 

 

   

 

 

   

 

 

   

 

 

 

 For the Three Months Ended
March 31,
 2018 2017
 (in millions)
Service cost$2
 $2
Interest cost4
 4
Amortization:   
     Net loss from experience differences4
 3
     Prior service credit (1)
(10) (10)
Net periodic postretirement health care benefit$
 $(1)

(1)For the three and nine months ended September 30,March 31, 2018 and March 31, 2017, amortization of prior service credit includesincluded 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 costscost consisted of the following:

                                                                        
   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
 
   2017   2016   2017   2016 
   (in millions) 

Service cost

  $1   $2   $4   $5 

Interest cost

   1    1    3    4 

Amortization of net gains

   (1       (3    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic postemployment costs

  $1   $3   $4   $9 
  

 

 

   

 

 

   

 

 

   

 

 

 

 For the Three Months Ended
March 31,
 2018 2017
 (in millions)
Service cost$2
 $1
Interest cost1
 1
Amortization of net gains(1) (1)
Net periodic postemployment cost$2
 $1

Note 10.11. Stock Plans


Stock Options:

Stock option activity is reflected below:

                                                                        
   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 
  

 

 

       

Annual grant to eligible employees

   6,012,140    43.20     

Additional options issued

   29,300    44.49     
  

 

 

       

Total options granted

   6,041,440    43.21     

Options exercised(1)

   (7,837,372   26.49     $142 million 

Options cancelled

   (1,536,249   38.96     
  

 

 

       

Balance at September 30, 2017

   50,269,431    29.75    6 years   $563 million 
  

 

 

       

 
Shares Subject
to Option
 
Weighted-
Average
Exercise or
Grant Price
Per Share
 
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic
Value
Balance at January 1, 201848,434,655
 $29.92 5 years $626 million
Annual grant to eligible employees5,666,530
 43.51    
Additional options issued10,820
 43.92    
Total options granted5,677,350
 43.51    
Options exercised (1)
(3,520,671) 24.92   $68 million
Options canceled(282,433) 35.81    
Balance at March 31, 201850,308,901
 31.77 6 years $520 million

(1)Cash received from options exercised was $43$85 million in the three months and $213 million in the nine months ended September 30, 2017.March 31, 2018. The actual tax benefit realized and recorded in the provision for income taxes for the tax deductions from the option exercises totaled $6$8 million in the three months and $24 million in the nine months ended September 30, 2017.March 31, 2018.




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 
  Number     Fair Value  Aggregate 
  of Shares  Grant Date  Per Share(3)  Fair Value(3) 

Balance at January 1, 2017

  7,593,627   $36.90  
 

 

 

    

Annual grant to eligible employees:

   Feb. 16, 2017   

Performance share units

  1,087,010    43.14  

Deferred stock units

  845,550    43.20  

Additional shares granted(1)

  546,001   Various   33.81  
 

 

 

    

Total shares granted

  2,478,561    41.11  $102 million 

Vested(2)

  (2,522,072   33.70  $84 million 

Forfeited(2)

  (675,920   38.43  
 

 

 

    

Balance at September 30, 2017

  6,874,196    39.44  
 

 

 

    

 
Number
of Shares
 Grant Date 
Weighted-Average
Fair Value
Per Share (3)
 
Weighted-Average
Aggregate
Fair Value (3)
Balance at January 1, 20187,669,705
   $39.74  
Annual grant to eligible employees:  Feb 22, 2018    
Performance share units1,048,770
   51.23  
Deferred stock units788,310
   43.51  
Additional shares granted (1)
103,743
 Various 39.48  
Total shares granted1,940,823
   47.47 $92 million
Vested (2)
(2,084,527)   38.28 $80 million
Forfeited (2)
(195,028)   38.80  
Balance at March 31, 20187,330,973
   42.23  

(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 less than $1$4 million in the three months and $7 million in the nine months ended September 30, 2017.March 31, 2018.
(3)Prior-year weighted averageThe grant date fair value perof performance share units is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of the Company’s stock on the grant date for performance-based components. The Monte Carlo simulation model incorporates the probability of achieving the total shareholder return market condition. Compensation expense is recognized using the grant date fair values regardless of whether the market condition is achieved, so long as the requisite service has been revised.provided.


Share Repurchase Program:

During

Between 2013 and 2017, our Board of Directors authorized the repurchase of $7.7a total of $13.7 billion of our Common Stock through December 31, 2016.2018. On July 29, 2015,January 31, 2018, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in the share repurchase program, raising the authorization to $13.7$19.7 billion of Common Stock repurchases, and extended the program through December 31, 2018.2020. Repurchases under the program are determined by management and are wholly discretionary. Prior to January 1, 2017,2018, we had repurchased $10.8$13.0 billion of Common Stock pursuant to this authorization. During the ninethree months ended September 30, 2017,March 31, 2018, we repurchased approximately 4211.5 million shares of Common Stock at an average cost of $43.67$43.51 per share, or an aggregate cost of approximately $1,817 million,$0.5 billion, all of which was paid during the period except for approximately $31 million settled in October 2017.period. All share repurchases were funded through available cash and commercial paper issuances. As of September 30, 2017,March 31, 2018, we have approximately $1$6.1 billion in remaining share repurchase capacity.


Note 11.12. 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 ($57 million as of September 30, 2017)March 31, 2018) 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 September 30, 2017)March 31, 2018). We have appealed this order. In addition, the Excise Authority issued additional show cause notices in February 2015, December 2015 and October 2017 on the same issue but covering the periods January to October 2014, November 2014 to September 2015 and October 2015 to June 2017, respectively. These notices added a total of 4.9 billion Indian rupees ($75 million as of September 30, 2017)March 31, 2018) 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 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 the Spin-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”). following its investigation of activities related to the trading of December 2011 wheat futures contracts that occurred prior to the spin-off of Kraft Foods Group. 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 in non-competitive trades by trading both sides of exchange-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 are a party to various legal proceedings incidental to our business, including those noted above in this section. At present we cannot predict with certainty the results of any Legal Matters in which we are currently involved, we do not expectbelieve that the ultimate costs to resolve anyoutcome of these Legal Matters,proceedings, individually orand in the aggregate, will havenot materially harm our financial position, results of operations or cash flows. However, legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material effectadverse impact on our business, results of operations or financial results.

position.


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 September 30, 2017,March 31, 2018, we had no material third-party guarantees recorded on our condensed consolidated balance sheet.


Tax Matters:

We are a party to various tax matter proceedings incidental to our business. These proceedings are subject to inherent uncertainties, and unfavorable outcomes could subject us to additional tax liabilities and could materially adversely impact our business, results of operations or financial position.

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 total pre-tax impact of $58 million due to the non-cash reversal of Cadbury-related accrued liabilities related to this matter. InWe recorded a total of $4 million of income over the third quarterand fourth quarters of 2017 we recorded additional income of $3 millionin connection with the related to a bank guarantee release within selling, general and administrative expenses and interest and other expense, net.

During the first quarterreleases.




Note 12.13. 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 $28$27 million in the three months ended March 31, 2018 and $112 million in the nine months ended September 30, 2017 and $28$43 million in the three months and $206 million in the nine months ended September 30, 2016.

                                                                        
   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
 
   2017   2016   2017   2016 
   (in millions) 

Currency Translation Adjustments:

        

Balance at beginning of period

  $(8,007  $(7,902  $(8,914  $(8,006

Currency translation adjustments

   291    15    1,055    53 

Reclassification to earnings related to:

        

Equity method investment exchange

               57 

Tax benefit/(expense)

   46    13    205    21 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive earnings/(losses)

   337    28    1,260    131 

Less: (gain)/loss attributable to noncontrolling interests

   (8   2    (24   3 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   (7,678   (7,872   (7,678   (7,872
  

 

 

   

 

 

   

 

 

   

 

 

 

Pension and Other Benefit Plans:

        

Balance at beginning of period

  $(2,119  $(1,830  $(2,087  $(1,934

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)

   47    30    130    93 

Settlement losses and other expenses(1)

   6    10    24    25 

Tax benefit on reclassifications (2)

   (10   (10   (31   (34

Currency impact

   (50   7    (171   42 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (losses)/earnings

   (10   37    (42   141 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   (2,129   (1,793   (2,129   (1,793
  

 

 

   

 

 

   

 

 

   

 

 

 

Derivative Cash Flow Hedges:

        

Balance at beginning of period

  $(91  $(36  $(121  $(46

Net derivative gains/(losses)

   2    6    31    (77

Tax benefit on net derivative gain/(loss)

   (5   (2   (1   25 

Losses/(gains) reclassified into net earnings:

        

Currency exchange contracts – forecasted transactions(3)

   2    7    2    3 

Commodity contracts(3)

   (21   (8   (15   7 

Interest rate contracts(4)

               96 

Tax benefit on reclassifications (2)

   6    (1   3    (41

Currency impact

   (3       (9   (1
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive earnings/(losses)

   (19   2    11    12 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   (110   (34   (110   (34
  

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated other comprehensive income attributable to Mondelēz International:

        

Balance at beginning of period

  $(10,217  $(9,768  $(11,122  $(9,986

Total other comprehensive earnings/(losses)

   308    67    1,229    284 

Less: loss/(gain) attributable to noncontrolling interests

   (8   2    (24   3 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive earnings/(losses) attributable to Mondelēz International

   300    69    1,205    287 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

  $(9,917  $(9,699  $(9,917  $(9,699
  

 

 

   

 

 

   

 

 

   

 

 

 

March 31, 2017.
 For the Three Months Ended
March 31,
 2018 2017
 (in millions)
Currency Translation Adjustments:   
Balance at beginning of period$(7,741) $(8,914)
Currency translation adjustments160
 512
Tax (expense)/benefit47
 31
Other comprehensive earnings/(losses)207
 543
Less: (earnings)/loss attributable to noncontrolling interests(15) (4)
Balance at end of period(7,549) (8,375)
Pension and Other Benefit Plans:   
Balance at beginning of period$(2,144) $(2,087)
Net actuarial gain/(loss) arising during period7
 (6)
Tax (expense)/benefit on net actuarial gain/(loss)
 
Losses/(gains) reclassified into net earnings:   
Amortization of experience losses and prior service costs (1)
47
 41
Settlement losses and other expenses (1)
7
 4
Tax expense/(benefit) on reclassifications (2)
(13) (9)
Currency impact(54) (29)
Other comprehensive earnings/(losses)(6) 1
Balance at end of period(2,150) (2,086)
Derivative Cash Flow Hedges:   
Balance at beginning of period$(113) $(121)
Net derivative gains/(losses)(29) 7
Tax (expense)/benefit on net derivative gain/(loss)
 5
Losses/(gains) reclassified into net earnings:   
Currency exchange contracts – forecasted transactions (3)

 1
Commodity contracts (3)

 8
Interest rate contracts (4)
(18) 
Tax expense/(benefit) on reclassifications (2)
4
 (2)
Currency impact(3) (1)
Other comprehensive earnings/(losses)(46) 18
Balance at end of period(159) (103)
Accumulated other comprehensive income attributable to
Mondelēz International:
   
Balance at beginning of period$(9,998) $(11,122)
Total other comprehensive earnings/(losses)155
 562
Less: (earnings)/loss attributable to noncontrolling interests(15) (4)
Other comprehensive earnings/(losses) attributable to Mondelēz International140
 558
Balance at end of period$(9,858) $(10,564)

(1)
These reclassified losses are included in the components of net periodic benefit costs disclosed in Note 9,10, 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 gains or losses are recorded within interest and other expense, net.




Note 13.14. Income Taxes

Based


On December 22, 2017, the United States enacted tax reform legislation that included a broad range of business tax provisions, including a reduction in the U.S. federal tax rate from 35% to 21%. In addition to the tax rate reduction, the legislation establishes new provisions that affect our 2018 results, including but not limited to, the creation of a new minimum tax called the base erosion anti-abuse tax (BEAT); a new provision that taxes U.S. allocated expenses (e.g. interest and general administrative expenses) as well as currently taxes certain income from foreign operations (Global Intangible Low-Tax Income, or “GILTI”); a general elimination of U.S. federal income taxes on currentdividends from foreign subsidiaries; a new limitation on deductible interest expense; the repeal of the domestic manufacturing deduction; and limitations on the deductibility of certain employee compensation.

Certain impacts of the new legislation would have generally required accounting to be completed in the period of enactment, however in response to the complexities of this new legislation, the SEC issued guidance to provide companies with relief. The SEC provided up to a one-year window for companies to finalize the accounting for the impacts of this new legislation and we anticipate finalizing our accounting during 2018. While our accounting for the enactment of the new U.S. tax laws,legislation is not complete, we have recorded an additional $89 million discrete net tax cost in the three months ended March 31, 2018. This is primarily comprised of an increase to our transition tax liability of $94 million as a result of additional guidance issued by the Internal Revenue Service and various state taxing authorities, new state legislation enacted during the period and further refinement of various components of the underlying calculations.

As of the first quarter of 2018, our estimated annual effective tax rate for 2017,2018, excluding thediscrete tax impacts, from the sale of our Australian grocery business, is 25.8%22.5%, which reflectsreflecting favorable impacts from the mix of pre-tax income in various non-U.S. jurisdictions and the reduction in the U.S. federal tax jurisdictions,rate, partially offset by an increase in domestic earnings as compared tounfavorable provisions within the prior year.new U.S. tax reform legislation. Our 2017 third2018 first quarter effective tax rate of 23.4%26.5% was favorablyunfavorably impacted by the divestiture of our Australian grocery business, which had a lower effective tax rate, resulting in a $27 milliondiscrete net tax expense related to the pre-tax gain of $187$46 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 discrete one-time benefits. The discrete net tax benefitsexpense primarily consisted of $94 million of additional transition tax liability recognized as an adjustment to the prior provisional estimate, offset by an $18 million benefit from a $74pending Argentinean refund claim as well as a $16 million benefit from the release of uncertain tax positions due to expirations of statutes of limitations and audit settlements in various jurisdictions and a $16 million benefit related to the U.S. domestic production activities deduction.

several jurisdictions.


As of the thirdfirst quarter of 2016,2017, our estimated annual effective tax rate for 20162017, excluding discrete tax impacts, was 20.8%26.3%, reflecting favorable impacts from the mix of pre-tax income in various non-U.S. tax jurisdictions. Our 2016 third2017 first quarter effective tax rate of 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%21.4% was favorably impacted by net tax benefits of $109from $36 million fromof discrete one-time events. The discrete net tax benefits primarily consisted of benefitsa $16 million benefit from release of $73 millionuncertain tax positions due to expirations of statutes of limitations and favorable audit settlements in several jurisdictions and a $17$16 million benefit fromrelating to 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.

U.S. domestic production activities deduction.

Note 14.15. Earnings Perper Share


Basic and diluted earnings per share (“EPS”) were calculated as follows:

                                                                        
   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
 
   2017   2016   2017   2016 
   (in millions, except per share data) 

Net earnings

  $993   $548   $2,126   $1,576 

Noncontrolling interest (earnings)

   (1       (6   (10
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings attributable to Mondelēz International

  $992   $548   $2,120   $1,566 
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares for basic EPS

   1,507    1,557    1,518    1,561 

Plus incremental shares from assumed conversions
of stock options and long-term incentive plan shares

   17    19    19    18 
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares for diluted EPS

   1,524    1,576    1,537    1,579 
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings per share attributable to
Mondelēz International

  $0.66   $0.35   $1.40   $1.00 
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per share attributable to
Mondelēz International

  $0.65   $0.35   $1.38   $0.99 
  

 

 

   

 

 

   

 

 

   

 

 

 

 For the Three Months Ended
March 31,
 2018 2017
 (in millions, except per share data)
Net earnings$944
 $633
Noncontrolling interest (earnings)(6) (3)
    Net earnings attributable to Mondelēz International$938
 $630
Weighted-average shares for basic EPS1,489
 1,529
Plus incremental shares from assumed conversions
    of stock options and long-term incentive plan shares
16
 21
Weighted-average shares for diluted EPS1,505
 1,550
Basic earnings per share attributable to
    Mondelēz International
$0.63
 $0.41
Diluted earnings per share attributable to
    Mondelēz International
$0.62
 $0.41



We exclude antidilutive Mondelēz International stock options from our calculation of weighted-average shares for diluted EPS. We excluded antidilutive stock options of 9.07.1 million for the three months ended March 31, 2018 and 8.0 million for the nine months ended September 30, 2017 and 4.36.7 million for the three months and 7.7 million for the nine months ended September 30, 2016.

March 31, 2017.

Note 15.16. 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:

Latin America
AMEA
Europe
North America

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 benefit plan non-service income and 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 revisedwere:
 For the Three Months Ended
March 31,
 2018 2017
 (in millions)
Net revenues:   
Latin America$891
 $910
AMEA1,542
 1,491
Europe2,706
 2,365
North America1,626
 1,648
Net revenues$6,765
 $6,414
Earnings before income taxes:   
Operating income:   
Latin America$126
 $111
AMEA228
 181
Europe497
 393
North America275
 292
Unrealized gains/(losses) on hedging activities (mark-to-market impacts)206
 (51)
General corporate expenses(64) (57)
Amortization of intangibles(44) (44)
Operating income1,224
 825
Benefit plan non-service income13
 15
Interest and other expense, net(80) (119)
Earnings before income taxes$1,157
 $721



During the first quarter of 2018, in connection with adopting a new pension cost classification accounting standard (see Note 1, Basis of Presentation, for additional information), we reclassified certain of our benefit plan component costs other than service costs out of operating income into a new line item, benefit plan non-service income, on our condensed consolidated statements of earnings. As such, we have recast our historical operating income and segment operating income to reflect our new segment structure, were:

                                                                        
   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
 
   2017   2016   2017   2016 
   (in millions) 

Net revenues:

        

Latin America

  $908   $868   $2,666   $2,528 

AMEA

   1,405    1,443    4,290    4,404 

Europe

   2,442    2,332    6,978    7,073 

North America

   1,775    1,753    4,996    5,148 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net revenues

  $6,530   $6,396   $18,930   $19,153 
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes:

        

Operating income:

        

Latin America

  $255   $92   $469   $191 

AMEA

   82    165    425    504 

Europe

   410    316    1,158    924 

North America

   318    274    824    840 

Unrealized gains/(losses) on hedging activities (mark-to-market impacts)

   28    (12   (69   (49

General corporate expenses

   (54   (89   (196   (216

Amortization of intangibles

   (45   (44   (133   (132

Net gain on divestitures

   187        184     
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

   1,181    702    2,662    2,062 

Interest and other expense, net

   (19   (145   (262   (540
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes

  $1,162   $557   $2,400   $1,522 
  

 

 

   

 

 

   

 

 

   

 

 

 

this reclassification, which had no impact to earnings before income taxes or net earnings.


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 6,7, 2014-2018 Restructuring Program, and Note 11,12, Commitments and Contingencies. Also see Note 7,8, Debt and Borrowing Arrangements, and Note 8,9, 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 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 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

  $908   $1,405   $2,442   $1,775   $6,530 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   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 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

  $868   $1,443   $2,332   $1,753   $6,396 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   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 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

  $2,666   $4,290   $6,978   $4,996   $18,930 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   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 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

  $2,528   $4,404   $7,073   $5,148   $19,153 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
 For the Three Months Ended March 31, 2018
 
Latin
America
 AMEA Europe 
North
America
 Total
 (in millions)
Biscuits$183
 $442
 $795
 $1,333
 $2,753
Chocolate243
 573
 1,423
 57
 2,296
Gum & Candy224
 235
 186
 236
 881
Beverages161
 172
 28
 
 361
Cheese & Grocery80
 120
 274
 
 474
Total net revenues$891
 $1,542
 $2,706
 $1,626
 $6,765
 
For the Three Months Ended March 31, 2017 (1)
 
Latin
America
 AMEA Europe 
North
America
 Total
 (in millions)
Biscuits$170
 $400
 $665
 $1,333
 $2,568
Chocolate259
 514
 1,209
 70
 2,052
Gum & Candy213
 229
 193
 245
 880
Beverages193
 173
 41
 
 407
Cheese & Grocery75
 175
 257
 
 507
Total net revenues$910
 $1,491
 $2,365
 $1,648
 $6,414
(1)During the first quarter of 2018, we realigned some of our products across product categories and as such, we reclassified the product category net revenues on a basis consistent with the 2018 presentation.


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 165160 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. LeveragingTo fuel investments in 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 traditionalglobal and digital channels. We monitor developments in consumer preferences, and as consumers in many markets seek better-for-you products, we continue to expand our portfolio through additional well-being offerings, including enhancing the goodness of existing brands. As shopping expands further online, we are also working to grow our e-commerce platform and on-line presence with consumers. To fuel these investments,reach, we have been working to optimize our cost structure. These efforts consist ofinclude reinventing our supply chain including addingoperations 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 ourmanaging overhead costs. We have embraced and embedded zero-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


U.S. Tax Reform

On June 27,December 22, 2017, the United States enacted tax reform legislation that included a global malware incident impacted our business.broad range of business tax provisions, including but not limited to a reduction in the U.S. federal tax rate from 35% to 21% as well as provisions that limit or eliminate various deductions or credits. The malware affectedlegislation also causes U.S. allocated expenses (e.g. interest and general administrative expenses) to be taxed and imposes a significant portion of our global sales, distributionnew tax on U.S. cross-border payments. Furthermore, the legislation includes a one-time transition tax on accumulated foreign earnings and financial networks. During the last four daysprofits.

Certain impacts of the second quarter and early third quarter, we executed business continuity and contingency plansnew legislation would have generally required accounting to containbe completed in the impact, minimizeperiod of enactment, however in response to the damages and restore our systems environment. We do not expect, norcomplexities of this new legislation, the SEC issued guidance to date have we found, any instancesprovide companies with relief. The SEC provided up to a one-year window for companies to finalize the accounting for the impacts of Company or personal data released externally. We restored our main operating systems and processesthis new legislation and we continue to further enhance the security ofanticipate finalizing our systems.

For the second quarter, we estimate that the malware incident had a negative impact of 2.3% onaccounting during 2018.


While 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 revenueaccounting for the year. As a result, forenactment of the third quarter,new U.S. tax legislation is not complete, we estimate thathave recorded an additional $89 million discrete net tax cost in the recoverythree months ended March 31, 2018. This is primarily comprised of shipments delayed duean increase to the malware incident had a net favorable impactour transition tax liability of 0.6% on our net revenue and Organic Net Revenue growth. We also incurred incremental expenses of $47$94 million as a result of additional guidance issued by the incident inInternal Revenue Service and various state taxing authorities, new state legislation enacted during the three monthsperiod and $54 million infurther refinement of various components of the nine months ended September 30, 2017. We expect to incur additional incremental expenses relatedunderlying calculations. Our estimated annual effective tax rate for 2018 is 22.5%, which includes the new provisions of the legislation that are effective for the 2018 tax year but excludes discrete tax items such as the updates to the incidenttransition tax liability and recovery process during the fourth quarterimpacts of 2017.

audit settlements.


Summary of Results


Net revenues increased 2.1%5.5% to $6.5 billion in the third quarter of 2017 and decreased 1.2% to $18.9$6.8 billion in the first nine monthsquarter of 20172018 as compared to the same periods in the prior year.first quarter of 2017. During the thirdfirst quarter of 2017,2018, net revenue growth wasrevenues were positively affected by favorable currency translation as the U.S. dollar weakened against several currencies in which we operate compared to exchange rates in the prior year, as well asyear. Net revenue also grew due to favorable volume/mix, including the recoveryshift of Easter-related shipments delayedinto the first quarter, and higher net pricing. Net revenue growth was partially offset by the impact of several prior-year business divestitures, which reduced revenues in the secondfirst quarter of 2018 as compared to the prior year.

Organic Net Revenue, a non-GAAP financial measure, increased 2.4% to $6.4 billion in the first quarter of 2018 as compared to the first quarter of 2017. Organic Net Revenue increased as a result of both favorable volume/mix and higher net pricing than in the malware incident.first quarter of 2017. Organic Net Revenue is on a constant currency basis and excludes revenue from divestitures. We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying operating results (see the definition of Organic Net Revenue and our reconciliation with net revenues within Non-GAAP Financial Measures appearing later in this section).

Organic Net Revenue, a non-GAAP financial measure on a constant currency basis, increased 2.8% to $6.4 billion in the third quarter of 2017 and increased 0.3% to $18.8 billion in the first nine months of 2017 as compared to the same periods in the prior year after recasting all periods to exclude the operating results from divestitures and an acquisition. (Refer toNon-GAAP Financial Measures appearing later in this section and Note 2,Divestitures and Acquisitions,for additional information.) We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying results (see the definition of Organic Net Revenue and our reconciliation with net revenues withinNon-GAAP Financial Measures appearing later in this section).

Diluted EPS attributable to Mondelēz International increased 85.7% to $0.65 in the third quarter of 2017 and increased 39.4% to $1.38 in the first nine months of 2017 as compared to the same periods in the prior year. During the third quarter and the first nine months of 2017, a benefit from the resolution of a Brazilian indirect tax matter and a gain on a divestiture significantly contributed to the increase in diluted EPS. See ourDiscussion and Analysis of Historical Resultsappearing later in this section for further details.

Adjusted EPS, a non-GAAP financial measure, increased 14.0% to $0.57 in the third quarter of 2017 and increased 10.6% to $1.57 in the first nine months of 2017 as compared to the same periods in the prior year after recasting all periods to exclude the operating results from divestitures and historical mark-to-market impacts. On a constant currency basis, Adjusted EPS increased 12.0% to $0.56 in the third quarter of 2017 and increased 12.0% to $1.59 in the first nine months of 2017. We use Adjusted EPS as it provides improved year-over-year comparability of our underlying results (see the definition of Adjusted EPS and our reconciliation with diluted EPS withinNon-GAAP Financial Measures appearing later in this section). See ourDiscussion and Analysis of Historical Resultsappearing later in this section for further details.


Diluted EPS attributable to Mondelēz International increased 51.2% to $0.62 in the first quarter of 2018 as compared to the first quarter of 2017. Favorable mark-to-market impacts from currency and commodity derivatives, lower interest expense and share repurchases contributed significantly to the increase in diluted EPS.



Adjusted EPS, a non-GAAP financial measure, increased 19.2% to $0.62 in the first quarter of 2018 as compared to the first quarter of 2017. On a constant currency basis, Adjusted EPS increased 9.6% to $0.57 in the first quarter of 2018 as compared to the first quarter of 2017. Lower interest expense and lower shares outstanding were significant drivers of the growth. Adjusted EPS and Adjusted EPS on a constant currency basis are non-GAAP financial measures. We use these measures as they provide improved year-over-year comparability of our underlying results (see the definition of Adjusted EPS and our reconciliation with diluted EPS within Non-GAAP Financial Measures appearing later in this section).

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 these non-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 our non-GAAP financial measures should always be considered in relation to our GAAP results, and we have provided reconciliations between our GAAP and non-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. Weak2017.
Market conditions. Snack category growth andimproved this quarter while volatility in the global commodity and currency markets continue. 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 incidentcontinued.
Brexit and recovery process during the fourth quarter of 2017.currency volatility. We continue to monitor the U.K. planned exit from the E.U.European Union (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 withpeso.
Collective bargaining agreements. We continue to renegotiate collective bargaining agreements covering eight U.S. facilities that expired onin February 29, 2016, we continue to work toward reaching an agreement with the union and2016. We have made plans to ensure business continuity during the re-negotiations. renegotiations.
U.S. tax reform. While the 2017 U.S. tax reform reduced the U.S. corporate tax rate and included some beneficial provisions, other provisions could have an adverse effect on our results. Specifically, new provisions that cause U.S. allocated expenses (e.g. interest and general administrative expenses) to be taxed and impose a tax on U.S. cross-border payments could adversely impact our effective tax rate. We continue to evaluate the impacts as additional guidance on implementing the legislation becomes available.
Net investment hedge contracts. In 2018, we entered into cross-currency interest rate swaps and forwards with an aggregate notional value of $6.6 billion to hedge our non-U.S. net investments against adverse movements in exchange rates. We expect a favorable impact as we reduce some of our financing costs and related currency impacts within our interest costs.
Pending Keurig Dr Pepper transaction. On January 29, 2018, Keurig announced that it had entered into a definitive merger agreement with Dr Pepper Snapple Group, Inc. to form Keurig Dr Pepper, Inc., contingent upon the successful satisfaction of certain regulatory requirements. We expect the merger to close in mid-2018.
For more information on these items, refer to ourDiscussion and Analysis of Historical Results andCommodity Trends appearing later in this section, as well as Note 1,Basis of Presentation – Currency Translation and Highly Inflationary Accounting, Note 6, Equity Method Investments, Note 7, 2014-2018 Restructuring Program, Note 9, Financial Instruments, and Note 6,2014-2018 Restructuring Program14, Income Taxes.




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 our pre-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 Mondelēz International table for the after-tax per share impacts of these items.

                                                                                          
       For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
 
   See Note   2017  2016  2017  2016 
       (in millions, except percentages) 

Gain on equity method investment exchange

   Note 2   $  $  $  $43 

2014-2018 Restructuring Program:

   Note 6      

Restructuring charges

     (113  (187  (418  (480

Implementation charges

     (62  (114  (179  (286

Loss related to interest rate swaps

   Note 7 & 8             (97

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

     2      (26  (84

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    23.4  7.2  21.3  13.6


   For the Three Months Ended
March 31,
 See Note 2018 2017
   (in millions, except percentages)
2014-2018 Restructuring Program:Note 7    
Restructuring charges  $(52) $(157)
Implementation charges  (62) (54)
Gain related to interest rate swapsNote 8 & 9 14
 
CEO transition remuneration (1)
See (1) below (4) 
Divestiture-related costsNote 2 3
 (19)
Mark-to-market gains/(losses) from derivativesNote 9 206
 (51)
Benefits from resolution of tax mattersNote 12 
 58
U.S. tax reform discrete net tax expense (2)
Note 14 (89) 
Effective tax rateNote 14 26.5% 21.4%
(1)
Please see the Non-GAAP Financial Measures section at the end of this item for additional information.
(2)
Refer to Note 11,Commitments and Contingencies – Tax Matters14, Income Taxes, for more information. During the first quarter of 2017, we recorded a $58 million gaininformation on the settlementimpact of a pre-acquisition CadburyU.S. tax matter and during the third quarter of 2017, we recorded additional income of $3 million. During the third quarter of 2017, we recorded a $212 million reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter, with $153 million in operating income and $59 million in interest income.reform.





Consolidated Results of Operations


The following discussion compares our consolidated results of operations for the three months ended September 30, 2017March 31, 2018 and 2016.

2017.


Three Months Ended September 30:

                                                                        
   For the Three Months Ended         
   September 30,         
   2017   2016   $ change   % change 
   (in millions, except per share data)     

Net revenues

  $6,530   $6,396   $134    2.1% 

Operating income

   1,181    702    479    68.2% 

Net earnings attributable to

   Mondelēz International

   992    548    444    81.0% 

Diluted earnings per share attributable to

   Mondelēz International

   0.65    0.35    0.30    85.7% 

March 31:

 For the Three Months Ended
March 31,
    
 2018 2017 $ change % change
 (in millions, except per share data)  
Net revenues$6,765
 $6,414
 $351
 5.5%
Operating income1,224
 825
 399
 48.4%
Net earnings attributable to
   Mondelēz International
938
 630
 308
 48.9%
Diluted earnings per share attributable to
   Mondelēz International
0.62
 0.41
 0.21
 51.2%

Net Revenues– Net revenues increased $134$351 million (2.1%(5.5%) to $6,530$6,765 million in the thirdfirst quarter of 2017,2018, and Organic Net Revenue(1) increased $176$150 million (2.8%(2.4%) to $6,416$6,428 million. Power Brands net revenues increased 5.6%8.2%, including a favorable currency impact, and Power Brands Organic Net Revenue increased 3.8%2.8%. Emerging markets net revenues increased 4.5%7.6%, including an unfavorablea favorable currency impact, and emerging markets Organic Net Revenue increased 4.8%5.5%. The underlying changes in net revenues and Organic Net Revenue are detailed below:

 20172018

Change in net revenues (by percentage point)

 

Total change in net revenues

5.5 2.1%

Add back the following items affecting comparability:

Favorable currency

(1.3)pp 

Impact of acquisition

(0.3)pp 

Impact of divestitures

2.3pp 

 

Favorable currency

(5.4)pp
Impact of divestitures2.3 pp
Total change in Organic Net Revenue(1)

2.4 2.8%
Favorable volume/mix1.7 

pp

Higher net pricing

0.7 pp
1.5pp 

Favorable volume/mix

1.3pp 

(1)
Please see theNon-GAAP Financial Measures section at the end of this item.


Net revenue increase of 2.1%5.5% was driven by favorable currency and our underlying Organic Net Revenue increasegrowth of 2.8%2.4%, 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$337 million, due primarily to the strength of several currencies relative to the U.S. dollar, including the euro, Russian ruble, Brazilian real, Australian dollarBritish pound sterling, Chinese yuan, Polish zloty, Mexican peso and Indian rupee, partially offset by the strength of the U.S. dollar relative to several other currencies, including the Egyptian poundArgentinian peso and Argentinian peso. The November 2, 2016 acquisitionBrazilian real. Our underlying Organic Net Revenue growth was driven by favorable volume/mix, including the shift of a businessEaster-related shipments into the first quarter, 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
Three Months Ended September 30, 2016

 $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
Three Months Ended September 30, 2017

 $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. Favorable volume/mix was reflected in Europe and AMEA, partially offset by unfavorable volume/mix in Latin America and North America. Net pricing as input costs increased modestly. Higher netwas up, which includes the benefit of carryover pricing which included the carryover impact of pricing actions taken in 2016 and the first half offrom 2017 as well as the effects of input cost-driven pricing actions taken during the thirdfirst 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
Three Months Ended September 30, 2016

  $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
Three Months Ended September 30, 2017

  $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 1.5%. Emerging markets net revenues increased 2.4%, including an unfavorable currency impact, and emerging markets Organic Net Revenue increased 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

(1.2)% 

Add back the following items affecting comparability:

Impact of divestitures

1.0pp 

Unfavorable currency

0.8pp 

Impact of acquisitions

(0.3)pp 

Total change in Organic Net Revenue(1)

0.3

Higher net pricing

1.2pp 

Unfavorable volume/mix

(0.9)pp 

(1)Please see theNon-GAAP Financial Measures section at the end of this item.

Net revenue decline of 1.2% was driven by the impact of divestitures and unfavorable currency, partially offset by our underlying Organic Net Revenue growth of 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 $135 million, due primarily to the strength of the U.S. dollar relative to several currencies, including the British pound sterling, Egyptian pound, Argentinian peso, Nigerian naira, Turkish lira and 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. Our underlying Organic Net Revenue increase 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 2017.2018. Higher net pricing was reflected in Latin America and AMEA, partially offset by lower net pricing in Europe and North America. Unfavorable volume/mix was reflectedThe impact of divestitures that occurred in all segments except Europe,2017 resulted in 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 biscuitsyear-over-year decline in additional key markets added $50 million (constant currency basis) of incremental net revenues for the first nine months of 2017.

$136 million.



Operating Income – Operating income increased $600$399 million (29.1%(48.4%) to $2,662$1,224 million in the first nine monthsquarter of 2017,2018, Adjusted Operating Income(1) increased $192$100 million (6.7%(9.7%) to $3,075$1,133 million and Adjusted Operating Income on a constant currency basis(1) increased $245$31 million (8.5%(3.0%) to $3,128$1,064 million due to the following:

                                    
   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
Nine Months Ended September 30, 2016

  $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
Nine Months Ended September 30, 2017

  $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% 
  

 

 

   

 

 

 

 
Operating
Income
 % Change
 (in millions)  
Operating Income for the Three Months Ended March 31, 2017$825
  
   2014-2018 Restructuring Program costs (2)
211
  
   Mark-to-market losses from derivatives (3)
51
  
   Acquisition integration costs (4)
1
  
   Divestiture-related costs (5)
19
  
   Operating income from divestitures (5)
(27)  
   Benefits from resolution of tax matters (6)
(46)  
   Other/rounding(1)  
Adjusted Operating Income (1) for the
   Three Months Ended March 31, 2017
$1,033
  
   Higher net pricing42
  
   Higher input costs(68)  
   Favorable volume/mix14
  
   Lower selling, general and administrative expenses20
  
   VAT-related settlement21
  
   Other
2
  
Total change in Adjusted Operating Income (constant currency) (1)
31
 3.0%
   Favorable currency translation69
  
Total change in Adjusted Operating Income (1)
100
 9.7%
Adjusted Operating Income (1) for the
   Three Months Ended March 31, 2018
$1,133
  
   2014-2018 Restructuring Program costs (2)
(114)  
   Mark-to-market gains from derivatives (3)
206
  
   Acquisition integration costs (4)
(1)  
   Divestiture-related costs (5)
3
  
   CEO transition remuneration(4)  
   Other/rounding1
  
Operating Income for the Three Months Ended March 31, 2018$1,224
 48.4%

(1)
Refer to theNon-GAAP Financial Measures section at the end of this item.
(2)
Refer to Note 6,7, 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 8,9, Financial Instruments, Note 15,16, 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)
(4)Refer to our Annual Report on Form 10-K for the year ended December 31, 2016,2017 for more information on the acquisition of a biscuit business in Vietnam.
(6)
(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. Refer toZealand, certain licenses of KHC-owned brands used in our Annual Report on Form 10-K for the year ended December 31, 2016 for more information on the 2016grocery business within our Europe region, sale of one of our equity method investments and sale of a confectionery business in Costa Rica.Japan.
(7)
(6)
Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland.
(8)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 purchase of a license to manufacture, market and sell Cadbury-branded biscuits in additional key markets and other property sales in 2016.
(9)Refer to Note 11,12, Commitments and Contingencies – Tax Matters, for more information on the settlement of a pre-acquisition Cadbury tax matter andinformation. Primarily includes the reversal of tax liabilities in connection with the resolutionsettlement of a Brazilian indirectpre-acquisition Cadbury tax matter.matters.




During the first nine monthsquarter of 2017,2018, we realized modestly higher net pricing, whilewhich was more than offset by increased input costs increased modestly.costs. 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 2017,2018, was driven 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, whichprimarily higher dairy and grain costs. Manufacturing costs were partiallyessentially flat as productivity was offset by lower manufacturingincreased costs incurred to recover inventory levels following the June 2017 malware incident and higher freight costs due to productivity. Unfavorableincreased demand for shipping in North America. Favorable volume/mix in part due to expected shipments that we did not realize following the second quarter malware incident, was driven by North America,Europe and AMEA, and Latin America, which was partially offset by favorableunfavorable volume/mix in Europe.

North America and Latin America.


Total selling, general and administrative expenses decreased $581increased $44 million from the first nine monthsquarter of 2016,2017, due to a number of factors noted in the table above, including in part, the benefitsunfavorable currency impact and a prior-year benefit from the resolution of a tax matters,matter. The increases were partially offset by a value-added tax (“VAT”) related settlement in 2018, lower divestiture-related costs and lower implementation costs incurred for the 2014-2018 Restructuring Program, lower divestiture-related costs and a property insurance recovery in AMEA. The decreases were partially offset by higher intangible asset impairment charges, gains on sales of property in 2016 and incremental expenses incurred due to the malware incident.

Program. Excluding thethese factors, noted above, selling, general and administrative expenses decreased $315$20 million from the first nine monthsquarter of 2016.2017. The decrease was driven primarily by lower overhead costs and lower advertising and consumer promotion costs due to continued cost reduction effortscosts.


We recorded a benefit of $21 million from a VAT-related settlement in both areas.

UnfavorableLatin America in the first quarter of 2018. Favorable currency impacts decreasedchanges increased operating income by $53$69 million due primarily to the strength of several currencies relative to the U.S. dollar, including the euro, British pound sterling, Chinese yuan and Polish zloty, partially offset by the strength of the U.S. dollar relative to several currencies, including the Egyptian poundArgentinian peso and British pound sterling, partially offset by the strength of several currencies relative to the U.S. dollar, including the Brazilian real, Russian ruble, Australian dollar and South African rand.

real.


Operating income margin increased from 10.8%12.9% in the first nine monthsquarter of 20162017 to 14.1%18.1% in the first nine monthsquarter of 2017.2018. The increase in operating income margin was driven primarily by the year-over-year favorable change in mark-to-market gains/(losses) from currency and commodity hedging activities, lower 2014-2018 Restructuring Program costs, lower divestiture-related costs and an increase in our Adjusted Operating Income margin, the benefitspartially offset by a prior-year benefit from the resolution of a tax matters, the net gain on divestitures, lower 2014-2018 Restructuring Program costs and lower divestiture-related costs, partially offset by higher intangible asset impairment charges, incremental costs related to the malware incidentmatter and the year-over-year unfavorable impact of unrealized gains/(losses) on currency and commodity hedging activities.prior-year divestitures. Adjusted Operating Income margin increased from 15.4% in the first nine months of 2016 to 16.5% in the first nine monthsquarter of 2017.2017 to 16.7% in the first quarter of 2018. The increase in Adjusted Operating Income margin was driven primarily by lower overheads and lower advertising and consumer promotion costs due to continued cost reduction efforts in both areas.

and overhead leverage, mostly offset by higher raw material costs.




Net Earnings and Earnings per Share Attributable to Mondelēz International– Net earnings attributable to Mondelēz International of $2,120$938 million increased by $554$308 million (35.4%(48.9%) in the first nine monthsquarter of 2017.2018. Diluted EPS attributable to Mondelēz International was $1.38$0.62 in the first nine monthsquarter of 2017,2018, up $0.39 (39.4%$0.21 (51.2%) from the first nine monthsquarter of 2016.2017. Adjusted EPS(1) was $1.57$0.62 in the first nine monthsquarter of 2017,2018, up $0.15 (10.6%$0.10 (19.2%) from the first nine monthsquarter of 2016.2017. Adjusted EPS on a constant currency basis(1) was $1.59$0.57 in the first nine monthsquarter of 2017,2018, up $0.17 (12.0%$0.05 (9.6%) from the first nine monthsquarter of 2016.

                  
   Diluted EPS 

Diluted EPS Attributable to Mondelēz International for the
Nine Months Ended September 30, 2016

  $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
  

 

 

 

Diluted EPS Attributable to Mondelēz International for the
Nine Months Ended September 30, 2017

  $1.38 
  

 

 

 

2017.
 Diluted EPS
  
Diluted EPS Attributable to Mondelēz International for the
   Three Months Ended March 31, 2017
$0.41
   2014-2018 Restructuring Program costs (2)
0.10
   Mark-to-market losses from derivatives (2)
0.03
   Acquisition integration costs (2)

   Divestiture-related costs (2)
0.01
   Net earnings from divestitures (2)
(0.01)
   Benefits from resolution of tax matters (2)
(0.04)
   Equity method investee acquisition-related and other adjustments (3)
0.02
Adjusted EPS (1) for the Three Months Ended March 31, 2017
$0.52
   Increase in operations
   VAT-related settlements0.01
   Increase in equity method investment net earnings
   Lower interest and other expense, net (4)
0.02
   Changes in income taxes (5)

   Changes in shares outstanding (6)
0.02
Adjusted EPS (constant currency) (1) for the Three Months Ended March 31, 2018
$0.57
   Favorable currency translation0.05
Adjusted EPS (1) for the Three Months Ended March 31, 2018
$0.62
   2014-2018 Restructuring Program costs (2)
(0.06)
   Mark-to-market gains from derivatives (2)
0.12
   Acquisition integration costs (2)

   Divestiture-related costs (2)

   CEO transition remuneration (2)

   Gain related to interest rate swaps (7)
0.01
   U.S. tax reform discrete net tax expense (8)
(0.06)
   Equity method investee acquisition-related and other adjustments (3)
(0.01)
Diluted EPS Attributable to Mondelēz International for the
   Three Months Ended March 31, 2018
$0.62
(1)
Refer to theNon-GAAP Financial Measures section at the end ofappearing later in this item.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)(3)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, and restructuring program costs and discrete U.S. tax reform impacts recorded by our JDE and Keurig equity method investees.

(6)
(4)Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation.
(7)
(5)
Refer to Note 10,14, Income Taxes, for more information on the items affecting income taxes.
(6)
Refer to Note 11, Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 14,15, Earnings Perper Share, for earnings per share weighted-average share information.
(8)
(7)
Refer to Note 10,Stock Plans9, Financial Instruments, for more information on a $31 million earnings impact (in the provision for income taxes) in the first nine months of 2017 relatedour interest rate swaps that we no longer designate as cash flow hedges.
(8)
Refer to adopting a new stock-based compensation accounting standard in 2017 and Note 13,14, Income Taxes, for more information on the change in our income taxes and effectiveimpact of the U.S. tax rate.reform.
(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:

Latin America
AMEA
Europe
North America

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 15,16, 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
September 30,
   For the Nine Months Ended
September 30,
 
   2017   2016   2017   2016 
   (in millions) 

Net revenues:

        

Latin America

  $908   $868   $2,666   $2,528 

AMEA

   1,405    1,443    4,290    4,404 

Europe

   2,442    2,332    6,978    7,073 

North America

   1,775    1,753    4,996    5,148 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net revenues

  $6,530   $6,396   $18,930   $19,153 
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes:

        

Operating income:

        

Latin America

  $255   $92   $469   $191 

AMEA

   82    165    425    504 

Europe

   410    316    1,158    924 

North America

   318    274    824    840 

Unrealized gains/(losses) on hedging activities (mark-to-market impacts)

   28    (12   (69   (49

General corporate expenses

   (54   (89   (196   (216

Amortization of intangibles

   (45   (44   (133   (132

Net gain on divestitures

   187        184     
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

   1,181    702    2,662    2,062 

Interest and other expense, net

   (19   (145   (262   (540
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes

  $1,162   $557   $2,400   $1,522 
  

 

 

   

 

 

   

 

 

   

 

 

 

 For the Three Months Ended
March 31,
 2018 2017
 (in millions)
Net revenues:   
Latin America$891
 $910
AMEA1,542
 1,491
Europe2,706
 2,365
North America1,626
 1,648
Net revenues$6,765
 $6,414
Earnings before income taxes:   
Operating income:   
Latin America$126
 $111
AMEA228
 181
Europe497
 393
North America275
 292
Unrealized gains/(losses) on hedging activities (mark-to-market impacts)206
 (51)
General corporate expenses(64) (57)
Amortization of intangibles(44) (44)
Operating income1,224
 825
Benefit plan non-service income13
 15
Interest and other expense, net(80) (119)
Earnings before income taxes$1,157
 $721



Latin America

                                                                        
  ��For the Three Months Ended        
   September 30,        
   2017   2016   $ change  % change 
       (in millions)        

Net revenues

  $908   $868   $40     4.6%   

Segment operating income

   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%   

 For the Three Months Ended
March 31,
    
 2018 2017 $ change % change
   (in millions)    
Net revenues$891
 $910
 $(19) (2.1)%
Segment operating income126
 111
 15
 13.5 %

Three Months Ended September 30:

March 31:


Net revenues increased $40decreased $19 million (4.6%(2.1%), due to higher net pricing (8.3unfavorable currency (4.3 pp) and unfavorable volume/mix (4.0 pp), partially offset by unfavorablehigher net pricing (6.2 pp). Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to the Argentinean peso and Brazilian real, partially offset by the strength of several currencies in the region relative to the U.S. dollar, primarily the Mexican peso. Unfavorable volume/mix, (2.9 pp), unfavorable currency (0.6 pp) and the impact of a divestiture (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/mixwhich 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, gumchocolate and cheese & grocery, partially offset by gains in chocolate,gum, biscuits and candy. Unfavorable currency impacts were dueHigher net pricing was reflected across all categories except gum, driven primarily to the strength of the U.S. dollar relative to the Argentinian peso, partially offset by the strength of the Brazilian realArgentina, Brazil and Mexico peso relative to the U.S. dollar. On December 1, 2016, we sold a small confectionery business in Costa Rica.

Mexico.


Segment operating income increased $163$15 million (177.2%(13.5%), primarily due to the benefit from the resolution of a Brazilian indirect tax matter of $153 million, higher net pricing, lower manufacturing costs and lower manufacturing costs.other selling, general and administrative expenses (including a VAT-related settlement). These favorable items were partially offset by unfavorable volume/mix, 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.

Nineunfavorable currency.


AMEA
 For the Three Months Ended
March 31,
    
 2018 2017 $ change % change
   (in millions)    
Net revenues$1,542
 $1,491
 $51
 3.4%
Segment operating income228
 181
 47
 26.0%

Three Months Ended September 30:

March 31:


Net revenues increased $138$51 million (5.5%(3.4%), due to favorable currency (4.1 pp), favorable volume/mix (2.5 pp) and higher net pricing (7.4 pp) and favorable currency (2.8(1.1 pp), partially offset by unfavorable volume/mix (4.5 pp) and the impact of a divestiture (0.2divestitures (4.3 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, primarilyincluding the Brazilian real,Chinese yuan, Indian rupee, Australian dollar and South African rand, partially offset by the strength of the U.S. dollar relative to several currencies in the Argentinian pesoregion, including the Nigerian naira and MexicanPhilippine peso. UnfavorableFavorable volume/mix, which occurred across mostincluding the shift of Chinese new year and Easter-related shipments into 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 secondfirst quarter, due to the malware incident was recovered. Unfavorable volume/mix was driven by gains in chocolate, biscuits and gum, partially offset by declines in candy, cheese & grocery and refreshment beverages. Higher net pricing was reflected across all categories except chocolate and candy. On December 1, 2016, we sold a small confectionery business in Costa Rica.

Segment operating income increased $278 million (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 and lower advertising and consumer promotion costs. These favorable items were partially 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).gum. 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$59 million for the thirdfirst 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.

2018.


Segment operating income decreased $83increased $47 million (50.3%(26.0%), primarily due to intangible asset impairment charges, higher raw materiallower advertising and consumer promotion costs, higherlower costs incurred for the 2014-2018 Restructuring 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.

Nine Months Ended September 30:

Net revenues decreased $114 million (2.6%), due to unfavorable currency (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 relative to the U.S. 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 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),favorable currency, lower manufacturing costs and lower advertisingfavorable volume/mix. These favorable items were partially offset by higher raw material costs and consumer promotion costs.

the impact of divestitures.




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

 For the Three Months Ended
March 31,
    
 2018 2017 $ change % change
   (in millions)    
Net revenues$2,706
 $2,365
 $341
 14.4%
Segment operating income497
 393
 104
 26.5%

Three Months Ended September 30:

March 31:


Net revenues increased $110$341 million (4.7%(14.4%), due to favorable volume/mix (4.6 pp), favorable currency (4.1(13.6 pp) and the impact of an acquisition (0.9favorable volume/mix (5.6 pp), partially offset by the impact of divestitures (3.5(3.9 pp) and lower net pricing (1.4(0.9 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, 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, primarily the euro, British pound sterling, Polish zloty, Czech koruna and Swedish krona. Favorable volume/mix, including the euroshift of Easter-related shipments into the first quarter, was driven by chocolate, biscuits and Russian ruble,refreshment beverages, partially offset by the strength of the U.S. dollar against several other currenciesdeclines in the region, primarily the Turkish liracheese & grocery, gum 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).candy. 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$77 million for the quarter.first quarter of 2018. Lower net pricing was reflected acrossdriven by chocolate and biscuits, partially offset by higher net pricing in all categories except cheese & grocery.

other categories.


Segment operating income increased $94$104 million (29.7%(26.5%), primarily due to favorable currency, lower costs incurred for the 2014-2018 Restructuring Program, favorable volume/mix, lower manufacturing costs lower other selling, general and administrative expenses, favorable currency and lower advertising and consumer promotiondivestiture-related costs. These favorable items were partially offset by lapping the prior-year benefit from the settlement of a Cadbury tax matter, higher raw material costs, lower net pricing, the impact of divestitures incremental costs incurred due to the malware incident and higher intangible asset impairment charges.

Nine Months Ended September 30:

Net revenues decreased $95 million (1.3%), due to the impact of divestitures (1.7 pp) unfavorable currency (1.6 pp), and lower net pricing (0.6 pp), partially offset by favorable volume/mix (1.8 pp) and the impact of an acquisition (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 several currencies in the region, including 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. Lower net pricing was reflected across all categories except refreshment beverages and candy. Favorable volume/mix was driven by chocolate and biscuits, partially offset by declines in gum, cheese & grocery, refreshment beverages and 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 added net revenues of $50 million (constant currency basis).

Segment operating income increased $234 million (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.

expenses.


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)% 

 For the Three Months Ended
March 31,
    
 2018 2017 $ change % change
   (in millions)    
Net revenues$1,626
 $1,648
 $(22) (1.3)%
Segment operating income275
 292
 (17) (5.8)%

Three Months Ended September 30:

March 31:


Net revenues increaseddecreased $22 million (1.3%), due to favorableunfavorable volume/mix (0.7 pp), favorable currency (0.5(1.3 pp) and higherlower net pricing (0.3(0.5 pp), partially offset by the impact of divestitures (0.2favorable currency (0.5 pp). FavorableUnfavorable volume/mix despite a negative impact from the second quarter malware incident, was driven by gainsdeclines in biscuits,gum and chocolate, and candy, partially offset by a declinegains in gum.candy and biscuits. Lower net pricing was reflected in biscuits and chocolate, partially offset by higher net pricing in gum and candy. 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 $44decreased $17 million (16.1%(5.8%), primarily due to lower costs incurred for the 2014-2018 Restructuring Program, lower other selling, general and administrative expenses (net of the prior year’s gain on sale of property), lower raw material costs and higher net pricing. These favorable items were partially offset by incremental costs incurred due to the malware incident, higher advertising and consumer promotion costs, higher manufacturing costs, prior-year gain on the sale of an intangible asset and unfavorable volume/mix.

Nine Months Ended September 30:

Net revenues decreased $152 million (3.0%), due to unfavorable volume/mix (2.5 pp),and lower net pricing (0.5 pp) and the impact of divestitures (0.1 pp), partially offset by favorable currency (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 chocolate, partially offset by higher net pricing in candy and gum. Favorable currency impact was due to the strength of the Canadian dollar relative to the U.S. dollar.

Segment operating income decreased $16 million (1.9%), primarily due to unfavorable volume/mix, incremental costs incurred due to the malware incident, higher intangible asset impairment charges, lower net pricing, higher raw material costs and prior-year gain on the sale of an intangible asset.pricing. These unfavorable items were partially offset by lower costs incurred for the 2014-2018 Restructuring Program, lower manufacturing costs, lower advertising and consumer promotion costs, lower raw material costs and lower other selling, general and administrative expenses (netexpenses.




Liquidity and Capital Resources


We believe that cash from operations, our 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, transition tax liability on our historical accumulated foreign earnings due to the U.S. tax reform 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 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.

liquidity.


Net Cash Provided byby/(Used in) Operating Activities:

Net cash provided by operating activities was $797$407 million in the first nine monthsquarter of 2017 and $1,1382018 compared to a use of cash of $557 million in the first nine monthsquarter of 2016.2017. The decreaseincrease in net cash provided by operating activities was due primarily to increases inimproved working capital including higher tax and VAT-related payments in 2017, partially offset bytrends, higher net earnings.

earnings and lower pension contributions in 2018 than in the first quarter of 2017.


Net Cash Used in Investing Activities:

Net cash used in investing activities was $128$274 million in the first nine monthsquarter of 20172018 and $521$287 million in the first nine monthsquarter of 2016.2017. 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 $721$284 million in the first nine monthsquarter of 20172018 compared to $909$306 million forin the prior-year same period.first quarter of 2017. We continue to make capital expenditures primarily to modernize manufacturing facilities and support new product and productivity initiatives. We expect 20172018 capital expenditures to be up to $1.1$1.0 billion, including capital expenditures in connection with our 2014-2018 Restructuring Program. We expect to continue to fund these expenditures from operations.


Net Cash Used inProvided by Financing Activities:

Net cash used inprovided by financing activities was $1,648$229 million in the first nine monthsquarter of 20172018 and $830$378 million in the first nine monthsquarter of 2016.2017. The increasedecrease in net cash used inprovided by financing activities was primarily due to lower net debt issuances and increased share repurchases and dividends.


Debt:

From time to time we refinance long-term and short-term debt. Refer to Note 7,8, Debt and Borrowing Arrangements, for details of our debt activity during the first nine monthsquarter of 2017.2018. 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 second half of the year typically generates 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 74.2%75.9% (or $14.0$5.1 billion) of the $18.9$6.8 billion of consolidated net revenue in the ninethree months ended September 30, 2017.March 31, 2018. The operations held by MIHN represented approximately 72.8%78.1% (or $19.0$20.7 billion) of the $26.1$26.6 billion of net assets as of September 30, 2017March 31, 2018 and 81.7%75.5% (or $20.6$19.8 billion) of the $25.2$26.2 billion of net assets as of December 31, 2016.

2017.


On February 3, 2017, our Board of Directors approved a new $5 billion long-term financing authority to replace the prior authority. As of September 30, 2017,March 31, 2018, we had $4.7$4.2 billion of long-term financing authority remaining.


In the next 12 months, we expect $1.2 billionapproximately $829 million of long-term debt will mature as follows:fr.250 million Swiss franc notes ($258 million as of September 30, 2017) in January 2018, $478 million in February 2018, £76 million sterling notes ($102107 million as of September 30, 2017)March 31, 2018) in July 2018, and $322 million in August 2018.2018 and $400 million in February 2019. 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 $18.6$18.8 billion at September 30, 2017March 31, 2018 and $17.2$17.7 billion at December 31, 2016.2017. Our debt-to-capitalization ratio was 0.42 at September 30, 2017March 31, 2018 and 0.410.40 at December 31, 2016.2017. At September 30, 2017,March 31, 2018, the weighted-average term of our outstanding long-term debt was 6.56.4 years. Our average daily commercial paper borrowings outstanding were $4.4$4.7 billion in the first nine monthsquarter of 20172018 and $2.1$4.0 billion in the first nine monthsquarter of 2016.2017. We had commercial paper outstanding totaling $4.4$4.5 billion as of September 30, 2017March 31, 2018 and $2.4$3.4 billion as of December 31, 2016.2017. 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 7,8, 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 first ninethree months of 2017,2018, the primary drivers of the increase in our aggregate commodity costs were higher currency-related costs on our commodity purchases and increased costs for dairy, cocoa, sugar, packaging, andenergy, grains & oils energy and other raw materials, partially offset by lower costs for cocoa and 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 price volatility and a slightly higher aggregate cost environment to continue in 2017.2018. While the costs of our principal raw materials fluctuate, 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 7,8, Debt and Borrowing Arrangements, for information on debt transactions during the first nine months of 2017.2018. There were no other material changes to our off-balance sheet arrangements and aggregate contractual obligations disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.2017. We also do not expect a material change in the effect of these arrangements and obligations on our liquidity. See Note 11,12, Commitments and Contingencies, for a discussion of guarantees.


Equity and Dividends


Stock Plans and Share Repurchases:

See Note 10,11, Stock Plans, for more information on our stock plans, grant activity and share repurchase program for the ninethree months ended September 30, 2017.

March 31, 2018.


We intend to continue to use a portion of our cash for share repurchases. Between 2013 and 2017, our Board of Directors authorized the repurchase of a total of $13.7 billion of our Common Stock through December 31, 2018. On July 29, 2015,January 31, 2018, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in the share repurchase program, raising the authorization to $13.7$19.7 billion of Common Stock repurchases, and extended the program through December 31, 2018.

2020.


We repurchased shares at an aggregate cost of $12,673 million, or$13.5 billion, at a weighted-average cost of $38.74$39.03 per share, through September 30, 2017March 31, 2018 ($1,817 million0.5 billion in the first ninethree months of 2018, $2.2 billion in 2017, $2,601 million$2.6 billion in 2016, $3,623 million$3.6 billion in 2015, $1,892 million$1.9 billion in 2014 and $2,740$2.7 billion in 2013). 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 $869$330 million in the first nine monthsquarter of 20172018 and $801$292 million in the first nine monthsquarter of 2016.2017. On August 2, 2017, the Finance Committee, with authorization delegated from our Board of Directors, approved a 16% increase in the quarterly dividend to $0.22 per common share or $0.88 per common share on an annualized 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 anticipate that the 2018 distributions will make a determination as to whether 2017 distributions arebe characterized as dividends a return of basis, or both under U.S. federal income tax rulesrules. The final determination will be made after the 2017 calendar year-end. This determination will be2018 year–end and reflected on an IRS Form 1099-DIV1099–DIV issued in early 2018.

2019.


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 Form 10-K for the year ended December 31, 2016.2017. Our significant accounting estimates are described inManagement’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2016.2017. 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 11,12, 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,” “drive,” “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;margins; price volatility and pricing actions; the cost environment and measures to address increased costs; our tax rate, tax positions, tax proceedings and estimates of the United Kingdom’simpact of U.S. tax reform on our results; the U.K.'s planned exit from the European Union and its impact on our 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; our operations in Argentina; potential impacts from changing to highly inflationary accounting in selected countries; our operations in Ukraine; overhead costs; the financial impact of the Keurig Dr Pepper transaction and our JDE ownership interest;investment and governance rights in Keurig Dr Pepper following closing of the transaction; the outcome and effects on us of legal matters;proceedings and government investigations; 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 Brazilian indirect tax matter; remediation efforts related to and the financial and other impacts of 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; the characterization of 2018 distributions as 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; tax matters including changes in tax rates and laws, disagreements with taxing authorities and imposition of new taxes; use of information technology and third party service providers; unanticipated disruptions to our 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; strategic transactions; the timely and successful closing of the Keurig Dr Pepper transaction and the finalization of the terms of our participation in the transaction; 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 our pre-tax income among jurisdictions, including the United States; and tax law changes.assets. 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 use non-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 use non-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. The adjustments generally fall within the following categories: acquisition & divestiture activities, gains and losses on intangible asset sales and non-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 the non-GAAP measures should always be considered along with the related U.S. GAAP financial measures. We have provided the reconciliations between the GAAP and non-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 Form 10-Q.


Our primary non-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 related non-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)(3). We also evaluate Organic Net Revenue growth from emerging markets and our Power Brands.

Our emerging markets include our Latin America region in its entirety; the AMEA region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Russia, Ukraine, Turkey, Kazakhstan, Belarus, Georgia, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries. (Our developed markets include the entire North America region, the Europe region excluding the countries included in the emerging markets definition, and Australia, New Zealand and Japan from the AMEA region.)

Our Power Brands include some of our largest global and regional brands such as Oreo, Chips Ahoy!, Ritz, TUC/Club Social and belVita biscuits; Cadbury Dairy Milk, Milka and Lacta chocolate; Trident gum; Halls candy; and Tang powdered beverages.

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)(4); Venezuela remeasurement and deconsolidation losses and historical operating results; gains or losses (including non-cash impairment charges) on goodwill and intangible assets; divestiture(2) or acquisition gains or losses and related integrationdivestiture (2), acquisition and acquisition costs; the JDE coffee business transactions(3) gain and net incrementalintegration 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)(5); equity method investment earnings historically reported within operating income(7); benefits from resolution of tax matters(8)(6); CEO transition remuneration (7) and incremental expenses related to the 2017 malware incident. We also present “Adjusted Operating Income margin,” which is subject to the same adjustments as Adjusted Operating Income. We also evaluate growth in our Adjusted Operating Income on a constant currency basis(4)(3).


“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts of the 2012-2014 Restructuring Program(5);items listed in the 2014-2018 Restructuring Program(5); Venezuela remeasurement and deconsolidation losses and historical operating results;Adjusted Operating Income definition as well as losses on debt extinguishment and related expenses; gains or losses (including non-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;transactions; 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; benefits from resolution ofplans and U.S. tax mattersreform discrete impacts (8) and incremental expenses related to the malware incident.. Similarly, within Adjusted EPS, our equity method investment net earnings exclude our proportionate share of our investees’ unusual or infrequent items(9), such as acquisition and divestiture-related costs and restructuring program costs. We also evaluate growth in our Adjusted EPS on a constant currency basis(4).



of our investees’ unusual or infrequent items (9). We also evaluate growth in our Adjusted EPS on a constant currency basis (3).

(1)When items no longer impact our current or future presentation of non-GAAP operating results, we remove these items from our non-GAAP definitions. During 2017, we added to the non-GAAP definitions the exclusion of benefits from the resolution of tax matters (see footnote (8) below) and the exclusion of incremental expenses related to the malware incident.
(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)(3)Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.
(5)
(4)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 the non-GAAP adjustments. Refer to our Annual Report on Form 10-K for the year ended December 31, 2016 for more information on the 2012-2014 Restructuring Program.
(6)
(5)During the third quarter of 2016, we began to exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecasted currency transaction derivatives from our non-GAAP earnings measures until such time that the related exposures impact our operating results. Since we purchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily for inventory requirements in future periods, we made this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance across periods. We also discontinued designating commodity and forecasted currency transaction derivatives for hedge accounting treatment. To facilitate comparisons of our underlying operating results, we have recast all historical non-GAAP earnings measures to exclude the mark-to-market impacts.
(7)
(6)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 in after-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 Form 10-K for the year ended December 31, 2016 for more information.
(8)
During the first nine months of 2017, we recorded benefits from the settlement of a pre-acquisition Cadbury tax matter and from the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter.matter and settlement of pre-acquisition Cadbury tax matters. See Note 11,12, Commitments and Contingencies – Tax Matters,.and our Annual Report on Form 10-K for the year ended December 31, 2017 for additional information.
(7)On November 20, 2017, Dirk Van de Put succeeded Irene Rosenfeld as CEO of Mondelēz International in advance of her retirement at the end of March 2018. In order to incent Mr. Van de Put to join us, we provided him compensation with a total combined target value of $42.5 million to make him whole for incentive awards he forfeited or grants that were not made to him when he left his former employer. The compensation we granted took the form of cash, deferred stock units, performance share units and stock options. In connection with Irene Rosenfeld’s retirement, we made her outstanding grants of performance share units for the 2016-2018 and 2017-2019 performance cycles eligible for continued vesting and approved a $0.5 million salary for her service as Chairman from January through March 2018. We refer to these elements of Mr. Van de Put’s and Ms. Rosenfeld’s compensation arrangements together as “CEO transition remuneration.” We are excluding amounts we expense as CEO transition remuneration from our non-GAAP results because those amounts are not part of our regular compensation program and are incremental to amounts we would have incurred as ongoing CEO compensation. As a result, in 2017, we excluded amounts expensed for the cash payment to Mr. Van de Put and partial vesting of his equity grants. In 2018, we excluded amounts paid for Ms. Rosenfeld’s service as Chairman and partial vesting of Mr. Van de Put’s and Ms. Rosenfeld’s equity grants.
(8)
On December 22, 2017, the United States enacted tax reform legislation that included a broad range of business tax provisions. As further detailed in Note 14, Income Taxes, our accounting for the new legislation is not complete and we have made reasonable estimates for some tax provisions. We exclude the discrete U.S. tax reform impacts from our Adjusted EPS as they do not reflect our ongoing tax obligations under U.S. tax reform.
(9)We have excluded our proportionate share of our equity method investees’ unusual or infrequent items such as acquisition and divestiture related costs, restructuring program costs and discrete U.S. tax reform impacts, in order to provide investors with a comparable view of our performance across periods. Although we have shareholder rights and board representation commensurate with our ownership interests in our equity method investees and review the underlying operating results and unusual or infrequent items with them each reporting period, we do not have direct control over their operations or resulting revenue and expenses. Our use of equity method investment net earnings on an adjusted basis is not intended to imply that we have any such control. Our GAAP “diluted EPS attributable to Mondelēz International from continuing operations” includes all of the investees’ unusual and infrequent items.


We believe that the presentation of these non-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. Because non-GAAP financial measures vary among companies, the non-GAAP financial measures presented in this report may not be comparable to similarly titled measures used by other companies. Our use of these non-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 these non-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 our non-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 the non-GAAP financial measures in this Form 10-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 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 September 30, 2017  For the Three Months Ended September 30, 2016 (1) 
  Emerging  Developed     Emerging  Developed    
  Markets  Markets  Total  Markets  Markets  Total 
  (in millions)  (in millions) 

Net Revenue

 $2,445  $4,085  $6,530  $2,340  $4,056  $6,396 

Impact of currency

  4   (84  (80         

Impact of acquisition

     (20  (20         

Impact of divestitures

     (14  (14  (4  (152  (156
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Organic Net Revenue

 $2,449  $3,967  $6,416  $2,336  $3,904  $6,240 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  For the Three Months Ended September 30, 2017  For the Three Months Ended September 30, 2016 (2) 
  Power  Non-Power     Power  Non-Power    
  Brands  Brands  Total  Brands  Brands  Total 
  (in millions)  (in millions) 

Net Revenue

 $4,771  $1,759  $6,530  $4,517  $1,879  $6,396 

Impact of currency

  (62  (18  (80         

Impact of acquisition

  (20     (20         

Impact of divestitures

     (14  (14     (156  (156
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Organic Net Revenue

 $4,689  $1,727  $6,416  $4,517  $1,723  $6,240 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  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
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Organic Net Revenue

 $7,163  $11,603  $18,766  $6,974  $11,737  $18,711 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  For the Nine Months Ended September 30, 2017  For the Nine Months Ended September 30, 2016 (2) 
  Power  Non-Power     Power  Non-Power    
  Brands  Brands  Total  Brands  Brands  Total 
  (in millions)  (in millions) 

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
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Organic Net Revenue

 $13,797  $4,969  $18,766  $13,587  $5,124  $18,711 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 For the Three Months Ended March 31, 2018 For the Three Months Ended March 31, 2017
 
Emerging
Markets
 
Developed
Markets
 Total 
Emerging
Markets
 
Developed
Markets
 Total
 (in millions) (in millions)
Net Revenue$2,584
 $4,181
 $6,765
 $2,402
 $4,012
 $6,414
Impact of currency(49) (288) (337) 
 
 
Impact of divestitures
 
 
 
 (136) (136)
Organic Net Revenue$2,535
 $3,893
 $6,428
 $2,402
 $3,876
 $6,278
 For the Three Months Ended March 31, 2018 
For the Three Months Ended March 31, 2017 (1)
 
Power
Brands
 
Non-Power
Brands
 Total 
Power
Brands
 
Non-Power
Brands
 Total
 (in millions) (in millions)
Net Revenue$5,137
 $1,628
 $6,765
 $4,747
 $1,667
 $6,414
Impact of currency(256) (81) (337) 
 
 
Impact of divestitures
 
 
 
 (136) (136)
Organic Net Revenue$4,881
 $1,547
 $6,428
 $4,747
 $1,531
 $6,278

(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)(1)Each year we reevaluate our Power Brands and confirm the brands in which we will continue to make disproportionate investments. As such, we may make changes in our planned investments in primarily regional Power Brands following our annual review cycles. For 2017,2018, we made limited changes to our list of regional Power Brands and as such, we reclassified 20162017 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; impairment charges related to intangible assets; mark-to-market impacts from commodity and forecasted currency transaction derivative contracts; 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 benefits from the resolution of tax matters.matters; and CEO transition remuneration. 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
September 30,
         
   2017   2016   $ Change   % Change 
   (in millions)     

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      
  

 

 

   

 

 

   

 

 

   

Adjusted Operating Income

  $1,100   $974   $126    12.9% 

Impact of favorable currency

   (20       (20  
  

 

 

   

 

 

   

 

 

   

Adjusted Operating Income (constant currency)

  $1,080   $974   $106    10.9% 
  

 

 

   

 

 

   

 

 

   

                                                                        
   For the Nine Months Ended
September 30,
         
   2017   2016   $ Change   % Change 
   (in millions)     

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   
  

 

 

   

 

 

   

 

 

   

Adjusted Operating Income

  $3,075   $2,883   $192    6.7% 

Impact of unfavorable currency

   53        53   
  

 

 

   

 

 

   

 

 

   

Adjusted Operating Income (constant currency)

  $3,128   $2,883   $245    8.5% 
  

 

 

   

 

 

   

 

 

   

 For the Three Months Ended
March 31,
    
 2018 2017 $ Change % Change
 (in millions)  
Operating Income$1,224
 $825
 $399
 48.4%
2014-2018 Restructuring Program costs (1)
114
 211
 (97)  
Mark-to-market (gains)/losses from derivatives (2)
(206) 51
 (257)  
Acquisition integration costs (3)
1
 1
 
  
Divestiture-related costs (4)
(3) 19
 (22)  
Operating income from divestitures (4)

 (27) 27
  
Benefits from resolution of tax matters (5)

 (46) 46
  
CEO transition remuneration (6)
4
 
 4
  
Other/rounding(1) (1) 
  
Adjusted Operating Income$1,133
 $1,033
 $100
 9.7%
Impact of favorable currency(69) 
 (69)  
Adjusted Operating Income (constant currency)$1,064
 $1,033
 $31
 3.0%
(1)
Refer to Note 6,7, 2014-2018 Restructuring Program,for more information.
(2)
Refer to Note 2,Divestitures and Acquisitions, and Note 5,Goodwill and Intangible Assets, for more information on trademark impairments.
(3)Refer to Note 8,9, Financial Instruments, Note 15,16, Segment Reporting, andNon-GAAP Financial Measures appearing earlier in this section for more information on these unrealized losses/gains on commodity and forecasted currency transaction derivatives.
(4)
(3)Refer to our Annual Report on Form 10-K for the year ended December 31, 2016,2017 for information on the acquisition of a biscuit business in Vietnam.

(5)
(4)
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 toregion, sale of one of our Annual Report on Form 10-K for the year ended December 31, 2016 for more information on the 2016equity method investments and sale of a confectionery business in Costa Rica.Japan.
(6)
(5)
Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland.
(7)Refer to Note 11,12, Commitments and Contingencies – Tax Matters, for more information on the settlement of a pre-acquisition Cadbury tax mattermatters.
(6)
Refer to the Non-GAAP Financial Measures definition and the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter.related table notes.



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; impairment charges related to intangible assets; mark-to-market impacts from commodity and forecasted currency transaction derivative contracts; incremental 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; lossCEO transition remuneration; gain on interest rate swaps; loss on debt extinguishment; gain on the equity method investment exchangeU.S. tax reform discrete impacts; 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
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  
  

 

 

   

 

 

   

 

 

   

Adjusted EPS

  $0.57   $0.50   $0.07    14.0% 

Impact of favorable currency

   (0.01       (0.01  
  

 

 

   

 

 

   

 

 

   

Adjusted EPS (constant currency)

  $0.56   $0.50   $0.06    12.0% 
  

 

 

   

 

 

   

 

 

   

                                                                        
   For the Nine Months Ended
September 30,
         
   2017   2016   $ Change   % Change 

Diluted EPS attributable to Mondelēz International

  $1.38   $0.99   $0.39    39.4% 

2014-2018 Restructuring Program costs (2)

   0.29    0.36    (0.07  

Intangible asset impairment charges(2)

   0.05    0.01    0.04   

Mark-to-market losses from derivatives (2)

   0.04    0.03    0.01   

Malware incident incremental expenses

   0.02        0.02   

Divestiture-related costs(2)

   0.02    0.04    (0.02  

Net earnings from divestitures(2)

   (0.03   (0.05   0.02   

Net gain on divestitures(2)

   (0.11       (0.11  

Acquisition integration costs(2)

              

Benefits from resolution of tax matters (2)

   (0.13       (0.13  

Loss related to interest rate swaps(4)

       0.04    (0.04  

Loss on debt extinguishment(5)

   0.01        0.01   

Gain on equity method investment exchange (6)

       (0.03   0.03   

Equity method investee acquisition-related and other adjustments(3)

   0.03    0.03       
  

 

 

   

 

 

   

 

 

   

Adjusted EPS

  $1.57   $1.42   $0.15    10.6% 

Impact of unfavorable currency

   0.02        0.02   
  

 

 

   

 

 

   

 

 

   

Adjusted EPS (constant currency)

  $1.59   $1.42   $0.17    12.0% 
  

 

 

   

 

 

   

 

 

   

 For the Three Months Ended
March 31,
    
 2018 2017 $ Change % Change
Diluted EPS attributable to Mondelēz International$0.62
 $0.41
 $0.21
 51.2%
2014-2018 Restructuring Program costs (2)
0.06
 0.10
 (0.04)  
Mark-to-market (gains)/losses from derivatives (2)
(0.12) 0.03
 (0.15)  
Acquisition integration costs (2)

 
 
  
Divestiture-related costs (2)

 0.01
 (0.01)  
Net earnings from divestitures (2)

 (0.01) 0.01
  
Benefits from resolution of tax matters (2)

 (0.04) 0.04
  
CEO transition remuneration (2)

 
 
  
Gain related to interest rate swaps (3)
(0.01) 
 (0.01)  
U.S. tax reform discrete net tax expense (4)
0.06
 
 0.06
  
Equity method investee acquisition-related and
       other adjustments (5)
0.01
 0.02
 (0.01)  
Adjusted EPS$0.62
 $0.52
 $0.10
 19.2%
Impact of favorable currency(0.05) 
 (0.05)  
Adjusted EPS (constant currency)$0.57
 $0.52
 $0.05
 9.6%
(1)The tax expense/(benefit) of each of the pre-tax items excluded from our GAAP results was computed based on the facts and tax assumptions associated with each item, and such impacts have also been excluded from Adjusted EPS.
For the three months ended September 30, 2017, taxes on the: 2014-2018 Restructuring Program costs were $(49) million, intangible asset impairment charges were $(16) million, mark-to-market gains from derivatives were $3 million, malware incident incremental expenses were $(15) million, net earnings from divestitures were $(1) million, divestiture-related costs were $18 million, net gain on divestitures were $8 million, benefits from resolution of tax matters were $72 million and equity method investee adjustments were $(2) million.
For the three months ended September 30, 2016, taxes on the: 2014-2018 Restructuring Program costs were $(82) million, mark-to-market losses from derivatives were $(4) million, net earnings from divestitures were $11 million, and equity method investee adjustments were $(4) million.
For the nine months ended September 30, 2017, taxes on the: 2014-2018 Restructuring Program costs were $(155) million, intangible asset impairment charges were $(30) million, malware incident incremental expenses were $(17) million, net earnings from divestitures were $13 million, divestiture-related costs were $13 million, net gain on divestitures were $12 million, benefits from resolution of tax matters were $72 million, loss on debt extinguishment were $(4) million, and equity method investee adjustments were $(8) million.
For the nine months ended September 30, 2016, taxes for the: 2014-2018 Restructuring Program costs were $(199) million, intangible asset impairment charges were $(8) million, mark-to-market losses from derivatives were $(6) million, divestiture-related costs were $(20) million, net earnings from divestitures were $26 million, loss related to interest rate swaps were $(35) million, gain on equity method investment exchange were $2 million and equity method investee adjustments were $(5) million.
For the three months ended March 31, 2018, taxes for the: 2014-2018 Restructuring Program costs were $(30) million, mark-to-market gains from derivatives were $25 million, gain related to interest rate swaps were $3 million, U.S. tax reform were $89 million and equity method investee adjustments were $(2) million.
For the three months ended March 31, 2017, taxes for the: 2014-2018 Restructuring Program costs were $(48) million, mark-to-market losses from derivatives were $(3) million, divestiture-related costs were $(3) million, net earnings from divestitures were $7 million, benefits from resolution of tax matters were $0 million and equity method investee adjustments were $4 million.
(2)
See theAdjusted Operating Income table above and the related footnotes for more information.
(3)
Refer to Note 9, Financial Instruments, for more information on our interest rate swaps, which we no longer designate as cash flow hedges.
(4)
Refer to Note 14, Income Taxes, for more information on the impact of U.S. tax reform.
(5)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, and restructuring program costs and discrete U.S. tax reform impacts 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.
(5)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 8,9, Financial Instruments.


Many of our non-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 of non-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 of non-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 ninethree months ended September 30, 2017.March 31, 2018. For additional information on highly inflationary country currencies and the impact of currency policies 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. Our weighted-average interest rate on total debt was 2.0%2.3% as of September 30, 2017March 31, 2018 and 2.2%2.1% as of December 31, 2016.2017. For more information on our 20172018 debt activity, see Note 7,8, 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 September 30, 2017.


See Note 8,9, Financial Instruments, for more information on our 20172018 derivative activity. For additional information on our hedging strategies, policies and practices on an ongoing basis, also refer to our Annual Report on Form 10-K for the year ended December 31, 2016.

2017.



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 September 30, 2017.March 31, 2018. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2017.

March 31, 2018.


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 September 30, 2017. During the quarter, 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, weMarch 31, 2018. We continued to work with outsourced partners to further simplify and standardize processes and focus on scalable, transactional processes across all regions. We continued to transition some of our transactional data processing as well as financial and local tax reportingcontract management services for a number of countries across 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 September 30, 2017,March 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




PART II – OTHER INFORMATION

Item 1. Legal Proceedings.


Information regarding legal proceedings is available in Note 11,12, Commitments and Contingencies, to the condensed consolidated financial statements in this report.


Item 1A. Risk Factors.


There were no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.

2017.

Item 2. Unregistered Sales of Equity and Use of Proceeds.


Our stock repurchase activity for each of the three months in the quarter ended September 30, 2017March 31, 2018 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 (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 
  

 

 

     

 

 

   

For the Quarter Ended September 30, 2017

   16,738,445    42.27    16,717,278   
  

 

 

     

 

 

   

 Issuer Purchases of Equity Securities
Period
Total
Number
of Shares
Purchased (1)
 
Average
Price Paid
per Share (1)
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2)
 
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
January 1-31, 20182,898,255
 $43.56
 2,891,800
 $6,517,711,835
February 1-28, 20185,607,567
 42.49
 5,070,725
 6,296,769,247
March 1-31, 20183,534,295
 43.37
 3,530,026
 6,143,678,260
For the Quarter Ended March 31, 201812,040,117
 43.01
 11,492,551
  
(1)The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of restricted and deferred stock that vested, totaling 4,0296,455 shares, 8,470536,842 shares and 8,6684,269 shares for the fiscal months of July, AugustJanuary, February and September 2017,March 2018, respectively.
(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. On January 31, 2018, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in the share repurchase program, raising the authorization to $19.7 billion of Common Stock repurchases, and extended the program through December 31, 2020. See related information in Note 10,11, Stock Plans.



Item 6. Exhibits.

Exhibit

Number

 

Description

4.1
The Registrant agrees to furnish to the SEC upon request copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries.

10.1 

10.2
10.3

10.4

12.1 
31.1 
31.2 
32.1 
101.1 The following materials from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017March 31, 2018 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements.


+    Indicates a management contract or compensatory plan or arrangement.




Signature


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
October 31, 2017May 2, 2018

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