UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM10-K

(Mark one)

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

For the fiscal year ended December 31, 2017

2020

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

mdlz-20201231_g1.jpg
Mondelēz International, Inc.

(Exact name of registrant as specified in its charter)

Virginia52-2284372

(State or other jurisdiction of


incorporation or organization)

(I.R.S. Employer


Identification No.)

Three Parkway North, Deerfield, Illinois905 West Fulton Market, Suite 20060015
Chicago,Illinois60607
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:847-943-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A Common Stock, no par valueMDLZThe Nasdaq Global Select Market
2.375% Notes due 2021New York Stock Exchange LLC
1.000% Notes due 2022New YorkMDLZ22The Nasdaq Stock ExchangeMarket LLC
1.625% Notes due 2023New YorkMDLZ23The Nasdaq Stock ExchangeMarket LLC
1.625% Notes due 2027New YorkMDLZ27The Nasdaq Stock ExchangeMarket LLC
2.375% Notes due 2035New YorkMDLZ35The Nasdaq Stock ExchangeMarket LLC
4.500% Notes due 2035New YorkMDLZ35AThe Nasdaq Stock ExchangeMarket LLC
3.875% Notes due 2045New YorkMDLZ45The Nasdaq Stock ExchangeMarket LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  

¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  

x

Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K.  

¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a 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 filerx

Accelerated filer

¨
Non-accelerated filerNon-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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Act).    Yes      No  

x

The aggregate market value of the shares of Class A Common Stock held bynon-affiliates of the registrant, computed by reference to the closing price of such stock on June 30, 2017,2020, was $63$72.2 billion. At February 2, 2018,January 29, 2021, there were 1,487,328,4661,412,114,559 shares of the registrant’s Class A Common Stock outstanding.

Documents Incorporated by Reference

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders expected to be held on May 16, 201819, 2021 are incorporated by reference into Part III hereof.



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Mondelēz International, Inc.

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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.

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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,” “likely,” “deliver,” “drive,” “seek,” “aim,” “potential,” “project,” “objective,” “project,“commitment,” “outlook” and similar expressions are intended to identify our forward-looking statements, including but not limited to statements about: the impact of the COVID-19 outbreak on consumer demand, costs, product mix, the availability of our products, our strategic initiatives, our and our partners’ global supply chains, operations and routes to market, and our financial results; our future performance, including our future revenue growth, profitability and margins;earnings growth; our strategy for growingto accelerate consumer-centric growth, drive operational excellence and create a winning growth culture; our people, growingleadership position in snacking; our businessability to meet consumer needs and growing our impact;demand and identify innovation and renovation opportunities; the results of driving operational excellence; volatility in global consumer, commodity, currency and capital markets; price volatility and pricing actions; the cost environment and measures to address increased costs; our tax rate, tax positions, tax proceedings, transition tax liability and estimates of the impact of U.S. and Swiss tax reform on our 2017 and future results; market share; the United Kingdom’s planned exitKingdom ("U.K.") withdrawal from the European Union ("E.U.") and its impact on our results;business and results, including in connection with disagreements on trade terms, increased costs or supply chain or distribution delays, or other disruptions or negative impacts; the costs of, timing of expenditures under and completion of our restructuring program; snack category growth,growth; our effect on demand and our market position; consumer snacking behaviors; commodity prices and supply; our investments; research, development and innovation; political, business and economic conditions and volatility; the effect of the imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our sales or key commodities and potential changes in U.S. trade programs, trade relations, regulations, taxes or fiscal policies; currency exchange rates, controls and restrictions;restrictions, volatility in foreign currencies and the effect of currency translation on our operationsresults of operations; the application of highly inflationary accounting for our Argentinean subsidiaries and the potential for and impacts from currency devaluation in Venezuela and Argentina;other countries; oure-commerce channel strategies; manufacturing and distribution capacity; changes in laws and regulations, regulatory compliance and regulatory compliance; matters related to the acquisition of a biscuit operation in Vietnam; potential impacts from changing to highly inflationary accounting in selected countries; overhead costs; pension liabilities related to the JDE coffee business transactions; our JDE ownership interest; the financial impact of the Keurig Dr Pepper transaction and our investment and governance rights in Keurig Dr Pepper following closing of the transaction; the outcome and effects on us of legal 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 obligations, expenses, contributions and assumptions; employee benefit plan expenses, obligations and assumptions; compensation expense; our human capital initiatives; our sustainability initiatives; the Brazilian indirect tax matter; remediation efforts related toand mindful snacking strategies, goals and initiatives and the financial and other impacts of the malware incident;climate change; our ability to prevent and respond to cybersecurity breaches and disruptions; our liquidity, funding sources and uses of funding, including debt issuances and our use of commercial paper; interest expense;our capital structure and liquidity, credit availability and our ability to raise capital, and the impact of market disruptions on us, our counterparties and our business partners; the planned phase out of London Interbank Offered Rates; our risk management program, including the use of financial instruments and the impacts and effectiveness of our hedging activities; working capital; capital expenditures and funding; funding of debt maturities; share repurchases; dividends; long-term value and return on investment for our shareholders; guarantees; compliance with financial and long-termour debt covenants; guarantees; and our contractual and other obligations.



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These forward-looking statements involve risks and uncertainties, many of which are beyond our control.control, and many of these risks and uncertainties are currently amplified by and may continue to be amplified by the COVID-19 outbreak. Important factors that could cause our actual results to differ materially from those described in our forward-looking statements include, but are not limited to, uncertainty about the magnitude, duration, geographic reach, impact on the global economy and related current and potential travel restrictions of the COVID-19 outbreak; the current, and uncertain future, impact of the COVID-19 outbreak on our business, growth, reputation, prospects, financial condition, operating results (including components of our financial results), cash flows and liquidity; 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 rateslaws and laws,rates, 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; global or regional health pandemics or epidemics, including COVID-19; competition; acquisitionsprotection of our reputation and divestitures;brand image; changes in consumer preferences and demand and our ability to innovate and differentiate our products; 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 customers, suppliers or customers;distributors; legal, regulatory, tax or benefit law changes, claims or actions; the impact of climate change on our ability to innovatesupply chain and differentiate our products;operations; 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;markets and our liquidity; pension costs; the expected discontinuance of London Interbank Offered Rates and transition to any other interest rate benchmark; and our ability to protect our intellectual property and intangible 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.




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PART I

Item 1. Business.


General


We are one of the world’s largest snack companies with global net revenues of $25.9$26.6 billion and net earnings of $2.9$3.6 billion in 2017.2020. We manufacturemake and market delicious snack foodsell primarily snacks, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy, as well as various cheese & grocery and powdered beverage products for consumers in approximately 160 countries around the world.products. Our portfolio includes many iconic snack brands includingNabisco,Oreo, LUand belVitabiscuits; such as Cadbury, Milka Cadbury Dairy Milk andTobleronechocolate;Oreo, belVita and LU biscuits; Halls candy; Trident gum;Halls candy gum andTang powdered beverages.


Mondelēz International at a Glance

mdlz-20201231_g2.jpg

Strategy

We are proud membersaim to be the global leader in snacking by focusing on growth, execution and culture. In 2020, while the COVID-19 pandemic significantly affected economies, marketplaces, communities and businesses around the world, including ours, we prioritized our employees, customers and communities and largely continued to execute against our strategic priorities and positioned ourselves to emerge stronger. Please refer to our COVID-19 discussion in Management’s Discussion and Analysis of the StandardFinancial Condition and Poor’s 500, Nasdaq 100 and Dow Jones Sustainability Index.Results of Operations. Our Common Stock tradesstrategic plan builds on The Nasdaq Global Select Market under the symbol “MDLZ.” We have been incorporated in the Commonwealth of Virginia since 2000.

Strategy

We intend to leverage our core strengths,strong foundations, including our advantaged geographic footprint, market leadership positions andunique portfolio of iconic global and local brands, our attractive global footprint, our market leadership in developed and emerging markets, our deep innovation, marketing and distribution capabilities, and our margin expansion in recent years that allows us to make ongoing investments in our brands and capabilities.


Our plan to drive long-term growth includes three strategic priorities: accelerating consumer-centric growth, driving operational excellence and creating a winning growth culture.

Accelerate consumer-centric growth. As demands on consumers’ time increase and consumer eating habits evolve, we aim to meet consumers' snacking needs by providing the right snack, for the right moment, made the right way. We have developed innovative approaches to identify and address how consumers snack across different emotional and functional needs and occasions that we believe will allow us to meet their needs and identify new innovation platforms,and renovation opportunities. We plan to growtest, learn and scale new product offerings quickly to meet diverse and evolving local and global snacking demand. We believe our people, growunderstanding of consumers’ behavior will continue to lead to our meeting more of their needs and the growing demand for snacks.

Drive operational excellence. Our operational excellence and continuous improvement plans include a special focus on the consumer-facing areas of our business and growoptimizing our impact.

Grow our People:We strive to inspire our people to engage in challenging and rewarding career experiences and to contribute their talent to create a great place to work. We collaborate globally, scale ideas quickly and develop world-class capabilities. Our culture is fast-moving, bold, innovative and accountable, reflecting the traits and skills necessary to thrive in a competitive global marketplace. To support and build on the success of our people in a continually-evolving business environment, we invest in our people and their development, foster respect for one another, celebrate diversity and commit to authenticity at every level. We also work to create an environment in which our people can demonstrate innovative and courageous leadership to make a difference in every role they play in the Company. As reflected in our actions and our investments in our people, we value their contributions and celebrate their success.

Grow our Business:We aim to deliver strong, profitable long-term growth by accelerating our core snacks business and expanding the reach of our Power Brands globally. Leveraging our Power Brands (including Oreo, LUandbelVitabiscuits;Milka, Cadbury Dairy Milkand Tobleronechocolate;Tridentgum and Hallscandy) and our innovation platforms, we plan to innovate boldly and connect with our consumers wherever they are. As consumers seek out foods that have better well-being credentials, we are actively evolving our portfolio by expanding the well-being brands in our portfolio, enhancing the nutrition and ingredient profile of our Power Brands and inspiring consumers to snack mindfully by providing more portion control treats. We plan to reach consumers in new markets around the world, using both traditional and digital channels. While we already have a strong presence in modern grocery stores, we are increasing our presence in higher growthnon-grocery channels, includinge-commerce. To fuel these investments, we have been working to optimize our cost structure. These efforts include reinventing our supply chain, including adding and upgrading to more efficient production lines, while reducing the complexity of our product offerings, ingredients and number of suppliers. We also continue to aggressively manage our overhead costs. We have embeddedzero-based budgeting practices across the organization to identify potential areas of cost reductions and capture and sustain savings within our ongoing operating budgets. Through these actions, we are leveraging our brands, platforms and capabilities to drive long-term value and return on investment for our shareholders.

Grow our Impact:We are focused on helping people snack in balance and enjoy life with products that are safely and sustainably sourced, produced and delivered. We are committed to driving business growth while making positive change in the world. We use our global scale and focus where we can have the greatest impact on people and planet - including communities, safety, sustainability and well-being snacks. This includes reducing our environmental footprint, empowering farmers in our supply chain and supporting the communities where our snacks are sourced, produced and sold.

Reportablesales, marketing and customer service efforts. To drive productivity gains and cost improvements across our business, we also plan to continue leveraging our global shared services platform, driving greater efficiencies in our supply

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chain and continuing to utilize Zero-Based Budgeting across our operations. We expect the improvements and efficiencies we drive will fuel our growth and continue to expand profit dollars. At the same time, we are continuing our efforts to sustainably source key ingredients, reduce our end-to-end environmental impact and innovate our processes and packaging to reduce waste and promote recycling.

Build a winning growth culture. To support the acceleration of our growth, we are becoming more agile, digital and local-consumer focused. We are giving our local teams more autonomy to drive commercial and innovation plans as they are closer to the needs and desires of consumers. We will continue to leverage the efficiency and scale of our regional operating units while empowering our local commercial operations to respond faster to changing consumer preferences and capitalize on growth opportunities. Our digital transformation program will also help to enable consumer demand and sales opportunities. We believe these operating and cultural shifts will help drive profitable top-line growth.

We run our business with a long-term perspective, and we believe the successful delivery of our strategic plan will drive top- and bottom-line growth and enable us to create long-term value for our shareholders.

Global Operations

We sell our products in over 150 countries and have operations in approximately 80 countries, including 133 manufacturing and processing facilities across 45 countries. The portion of our net revenues generated outside the United States was 73.2% in 2020, 74.4% in 2019 and 75.3% in 2018. For more information on our U.S. and non-U.S. operations, refer to Note 18, Segment Reporting; on our manufacturing and other facilities, refer to Item 2, Properties; and risks related to our operations outside the United States, see Item 1A, Risk Factors.

We also monitor our revenue growth across emerging and developed markets—
Our emerging markets include our Latin America region in its entirety; the Asia, Middle East and Africa (“AMEA”) region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Russia, Ukraine, Turkey, Kazakhstan, 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.

Operating Segments


Our operations and management structure are organized into four reportable operating segments:

Latin America
Asia, Middle East, and Africa (“AMEA”)AMEA
Europe
North America

On October 1, 2016, we integrated our Eastern Europe, Middle East, and Africa (“EEMEA”) operating segment into our Europe and Asia Pacific operating segments to further leverage and optimize the operating scale built within the Europe and Asia Pacific regions. Russia, Ukraine, Turkey, Belarus, Georgia and Kazakhstan were combined within our Europe region, while the remaining Middle East and African countries were combined within our Asia Pacific region to form 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 inacross 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. For a definition and reconciliation of segment operating income to consolidatedpre-tax earnings as well as other information on our segments, see Note 16,18, Segment Reporting.


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Our segment net revenues for each of the last three years were:

                                                      
  For the Years Ended December 31, 
  2017   2016   2015  For the Years Ended December 31,
  (in millions)  202020192018
(in millions)

Net revenues:

      Net revenues:

Latin America

  $3,566   $3,392   $4,988 Latin America$2,477 $3,018 $3,202 

AMEA

   5,739    5,816    6,002 AMEA5,740 5,770 5,729 

Europe

   9,794    9,755    11,672 Europe10,207 9,972 10,122 

North America

   6,797    6,960    6,974 North America8,157 7,108 6,885 
  

 

   

 

   

 

 $26,581 $25,868 $25,938 
  $25,896   $25,923   $29,636 
  

 

   

 

   

 

 


Our segment operating income for each of the last three years was:

                                                                              
  For the Years Ended December 31, 
  2017   2016   2015  For the Years Ended December 31,
  (in millions)  202020192018
(in millions, except percentages)

Segment operating income:

            Segment operating income:

Latin America

  $565    14.5%   $271    8.7%   $485    14.6% Latin America$189 4.3 %$341 8.1 %$410 11.1 %

AMEA

   516    13.3%    506    16.2%    389    11.7% AMEA821 18.8 %691 16.4 %702 19.0 %

Europe

   1,680    43.3%    1,267    40.6%    1,350    40.5% Europe1,775 40.6 %1,732 41.1 %1,734 46.9 %

North America

   1,120    28.9%    1,078    34.5%    1,105    33.2% North America1,587 36.3 %1,451 34.4 %849 23.0 %
  

 

   

 

   

 

   

 

   

 

   

 

 $4,372 100.0 %$4,215 100.0 %$3,695 100.0 %
  $3,881    100.0%   $3,122    100.0%   $3,329    100.0% 
  

 

   

 

   

 

   

 

   

 

   

 

 

The deconsolidation of our global coffee business in 2015, the deconsolidation of our Venezuela operations beginning with our 2016 results, currency and other items significantly affect the comparability of our consolidated and segment operating results from year to year.


Please seeManagement’sDiscussion and Analysis of Financial Conditionand Results of Operationsfor items affecting the comparability of results and a review of our operating results.


Product Categories

Our brands span five product categories:

Biscuits (including cookies, crackers and salted snacks)
Chocolate
Gum & candy
Beverages (including coffee through July 2, 2015 and powdered beverages)
Cheese & grocery


During 2017,2020, our segments contributed to our net revenues in the following product categories:

                                                                              
  Percentage of 2017 Net Revenues by Product Category 
          Gum &       Cheese &      Percentage of 2020 Net Revenues by Product Category

Segment

  Biscuits   Chocolate   Candy   Beverages   Grocery   Total SegmentBiscuitsChocolateGum &
Candy
BeveragesCheese & GroceryTotal

Latin America

   3.0%    3.4%    3.5%    2.6%    1.3%��   13.8% Latin America2.5 %2.3 %1.8 %1.5 %1.2 %9.3 %

AMEA

   6.3%    7.8%    3.5%    2.2%    2.3%    22.1% AMEA7.7 %7.6 %2.6 %2.0 %1.7 %21.6 %

Europe

   11.1%    19.0%    3.0%    0.5%    4.2%    37.8% Europe11.4 %19.9 %2.3 %0.4 %4.4 %38.4 %

North America

   21.2%    1.1%    4.0%            26.3% North America26.4 %1.0 %3.3 %— %— %30.7 %
  

 

   

 

   

 

   

 

   

 

   

 

 48.0 %30.8 %10.0 %3.9 %7.3 %100.0 %
   41.6%    31.3%    14.0%    5.3%    7.8%    100.0% 
  

 

   

 

   

 

   

 

   

 

   

 

 


Within our product categories, the classes of products that contributed 10% or more to consolidated net revenues were:

                                                                                          
          For the Years Ended December 31, 
          2017   2016   2015  For the Years Ended December 31,
202020192018

Biscuits - Cookies and crackers

       36%    36%    34% Biscuits - Cookies and crackers39 %37 %36 %

Chocolate - Tablets, bars and other

       31%    30%    27% Chocolate - Tablets, bars and other31 %32 %32 %

Significant Divestitures


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Seasonality

Demand for our products is generally balanced over the second and Acquisitions

For informationthird quarters of the year and increases in the first and fourth quarters primarily because of holidays and other seasonal events. Depending on the timing of Easter, the holiday sales may shift between and affect net revenue in the first and second quarter.


Customers

We generally sell our significant divestituresproducts to supermarket chains, wholesalers, supercenters, club stores, mass merchandisers, distributors, convenience stores, gasoline stations, drug stores, value stores and acquisitions, please refer to Note 2,Divestitures and Acquisitions,and specifically, in connection with our global coffee business deconsolidation, see the discussions underJDECoffee Business Transactionsand Keurig Transaction.

Customers

other retail food outlets. No single customer accounted for 10% or more of our net revenues from continuing operations in 2017.2020. Our five largest customers accounted for 15.6%17.5% and our ten largest customers accounted for 21.4%24.0% of net revenues from continuing operations in 2017.

Seasonality

Demand for2020. For a discussion of long-term demographics, consumer trends and demand, refer to our Financial Outlook within Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Distribution and Marketing

We distribute our products is generally balanced over the first three quarters of the yearthrough direct store delivery, company-owned and increases in the fourth quarter primarily because of holidayssatellite warehouses, distribution centers and other seasonal events. Dependingfacilities. We use the services of independent sales offices and agents in some of our international locations. Through our global e-commerce organization and capabilities, we pursue online growth with partners in key markets around the world, including both pure e-tailers and omni-channel retailers. We continue to invest in both talent and digital capabilities. Our e-commerce channel strategies play a critical role in our ambition to be the global leader in snacking.

We conduct marketing efforts through three principal sets of activities: (i) consumer marketing and advertising including digital and social media, on-air, print, outdoor and other product promotions; (ii) consumer sales incentives such as coupons and rebates; and (iii) trade promotions to support price features, displays and other merchandising of our products by our customers.

Research, Development and Innovation

Our innovation and new product development objectives include continuous improvement in food safety and quality, growth through new products, superior consumer satisfaction and reduced production costs. Our innovation efforts focus on when Easter falls, Easter holiday sales may shift betweenanticipating consumer demands and adapting quickly to changing market trends. Mindful snacking and sustainability are a significant focus of our current research and development initiatives. Our initiatives aim to accelerate our growth and margin dollars by addressing consumer needs and market trends and leveraging scalable innovation platforms, sustainability programs and initiatives as well as breakthrough technologies. We are focusing our technical research and development resources at 12 innovation technical centers around the firstglobe to drive growth, creativity, greater effectiveness, improved efficiency and second quarter. We build inventory based on expected demand and typically fill customer orders within a few days of receipt so the backlog of unfilled orders is not material. Funding for working capital items, including inventory and receivables, is normally sourced from operating cash flows and short-term commercial paper borrowings. For additional information on our liquidity, working capital management, cash flow and financing activities, seeLiquidity and Capital Resources, Note 1, Summary of Significant Accounting Policies,and Note 7,Debt and Borrowing Arrangements, appearing later in this10-K filing.

accelerated project delivery.


Competition


We face competition in all aspects of our business. Competitors include large multinational as well as numerous local and regional companies. Some competitors have different profit objectives and investment time horizons than we do and therefore may approach pricing and promotional decisions differently. We compete based on product quality, brand recognition and loyalty, service, product innovation, taste, convenience, nutritional value, the ability to identify and satisfy consumer preferences, effectiveness of digital and other sales and marketing, routes to market and distribution networks, promotional activity and price. ImprovingGrowing our market positionshare or introducing a new product requires substantial research, development, advertising and promotional expenditures. We believe these investments lead to better products and stronger brands for the consumer and support our growth and market position.

Distribution and Marketing

Across our segments, we generally sell our products to supermarket chains, wholesalers, supercenters, club stores, mass merchandisers, distributors, convenience stores, gasoline stations, drug stores, value stores and other retail food outlets. We distribute our products through direct store delivery, company-owned and satellite warehouses, distribution centers and other facilities. We use the services of independent sales offices and agents in some of our international locations.

Consumers are also increasingly shopping online. And we are building a globale-commerce organization and capabilities to pursue online growth with partners in key markets around the world, including both puree-tailers andbrick-and-mortar retailers. We continue to invest in both talent and capabilities. Oure-commerce channel strategies will play a critical role in our ambition to be the best snacking company in the world.

We conduct marketing efforts through three principal sets of activities: (i) consumer marketing and advertising includingon-air, print, outdoor, digital and social media and other product promotions; (ii) consumer sales incentives such as coupons and rebates; and (iii) trade promotions to support price features, displays and other merchandising of our products by our customers.


Raw Materials and Packaging


We purchase and use large quantities of commodities, including cocoa, dairy, wheat, palm and other vegetable oils, sugar and other sweeteners, flavoring agents and nuts. In addition, we purchase and use significant quantities of packaging materials to package our products and natural gas, fuels and electricity for our factories and warehouses. We monitor worldwide supply, commodity cost and currency trends so we can sustainably and cost-effectively secure ingredients, packaging and fuel required for production.

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A number of external factors such as changing weather patterns and 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, and our hedging strategies may not protect us from increases in specific raw material costs.

While


Due to factors noted above, the costs of our principal raw materials fluctuate,can fluctuate. At this time, 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. However, we continue to monitor the long-term impacts of climate change and related factors that could affect the availability or cost of raw materials, packaging and energy. For additional information on our commodity costs, refer to theCommodity Trends section withinManagement’sDiscussion and Analysis of Financial Conditionand Results of Operations.

For information on our ongoing sustainability efforts and programs, refer to Sustainability and Mindful Snacking below.


Human Capital Resources

We believe the strength of our workforce is one of the significant contributors to our success as a global company that leads with purpose. All our employees contribute to our success and are instrumental in driving strong financial performance. Attracting, developing and retaining the best talent globally with the right skills to drive our success is central to our long-term growth strategy. At the end of 2020, our workforce consisted of approximately 79,000, compared to approximately 80,000 at the end of 2019. At December 31, 2020, we had approximately 12,000 U.S. employees and approximately 67,000 employees outside the United States, with employees represented by labor unions or workers’ councils representing approximately 26% of our U.S. employees and approximately 63% of our employees outside the United States.

COVID-19 Response: We have been actively responding to the COVID-19 pandemic and its impact globally. Our highest priorities continue to be the safety of our employees and working with our employees and network of suppliers and customers to help maintain the global food supply chain. For more information on our COVID-19 workplace and community response, see our COVID-19 disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Workplace Safety: The health, well-being and safety of our employees, customers and communities is our highest priority. Every day we strive to make all our employees, contractors and visitors feel safe. We foster safety leadership throughout the organization as part of our comprehensive health, safety and environment management. Through ongoing communications, capability building, defined standards and safety measures, we strive to improve our safety performance each year.

Total Rewards: We are committed to equal pay for equal work, regardless of gender, race, ethnicity or other personal characteristics. To deliver on that commitment, we benchmark and set pay ranges based on market data and consider various factors such as an employee’s role and experience, job location and performance. We also regularly review our compensation practices to promote fair and equitable pay.

With the support of an independent third-party expert in this field, we have conducted global total target cash (“TTC”) pay equity reviews for salaried employees comparing employees in the same pay grade within a country/area. Our last global analysis was in 2019 and encompassed 65 countries and over 32,000 employees. At the enterprise-wide level, our pay gap between male and female employees was less than 1% and decreasing through pay adjustments for employees identified during the review. In the United States, we also review TTC for salaried employees in the same pay grade by race/ethnicity (Asian, Black and Hispanic). The 2020 independent analysis found no systemic issues and no negative pay gap between non-white and white employees.

To foster a stronger sense of ownership and align the interests of employees with shareholders, we grant deferred stock units to eligible non-executive employees under our stock incentive program. Furthermore, to promote overall employee health and well-being, we provide access to medical and welfare benefits and offer programs to employees that support work-life balance as well as financial, physical and mental health resources. We also provide paid maternity and paternity time off for biological and adoptive parents.

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We continue to evolve our programs to meet our employees’ health and wellness needs, which we believe is essential to attract and retain employees.

Diversity & Inclusion: We seek to create and sustain an inclusive and safe workplace for all of our employees. We want to reflect the diversity of our consumers and maximize the power and potential of our employees around the world to deliver stronger business performance. At the end of 2020, women held 38% of global management roles (defined as Associate Director and above) and 34% of executive leadership roles (defined as the management leadership team plus one level below). In September 2020, we announced our goal to double Black representation in our U.S. management team by 2024. For our U.S. leadership, Black employees held 3.2% of management roles (defined as Associate Director and above) at the end of 2020.

As a global employer, we recognize and value differences and are championing diversity and inclusion (“D&I”) around the world. We are creating local and global opportunities to further racial equity and economic empowerment by expanding our D&I initiatives across three key areas: colleagues, culture and communities. These opportunities include mobilizing our consumer-facing brands and leveraging our partnerships with agencies and advertising platforms to drive change, equity and inclusion. To further reinforce our commitment to D&I, we have included specific D&I metrics as a part of our strategic scorecard within our annual incentive plan for the CEO and other senior leaders. The scorecard is used consistently across the Company at both the corporate and region level and is linked directly to the three pillars of our strategy – growth, execution and culture.

Talent Management: Maintaining a robust pipeline of talent is crucial to our ongoing success and is a key aspect of succession planning efforts across the organization. Our leadership and people teams are responsible for attracting and retaining top talent by facilitating an environment where employees feel supported and encouraged in their professional and personal development. Specifically, we promote employee development by reviewing strategic positions regularly and identifying potential internal candidates to fill those roles, evaluating job skill sets to identify competency gaps and creating developmental plans to facilitate employee professional growth. We commit to investing in our employees through training and development programs, on the job experiences, coaching, as well as tuition reimbursement for a majority of our employees in the United States to promote continued professional growth. Additionally, we understand the importance of maintaining competitive compensation, benefits and appropriate training that provides growth, developmental opportunities and multiple career paths within the Company.

Employee Engagement: We conduct confidential engagement surveys of our global workforce that are administered and analyzed by an independent third-party. Aggregate survey results are reviewed by executive officers and the Board of Directors. We create action plans at global, business unit and functional levels as well as for individual managers with direct reports who participate in the survey. By acting on results both at an aggregate enterprise level and a department/business/work group level, and by analyzing our scores compared to both global and internal benchmarks, we have been able to enhance our culture and improve our overall engagement levels.

High impact initiatives including flexible working and proactive support to our people throughout the pandemic have been and will continue to be important drivers of engagement. We also have focused capability building initiatives on agile ways of working and streamlining decision making processes to drive engagement. We are building a winning growth culture that more effectively leverages local commercial expertise and invests in talent and key capabilities. This enables the Company to move with greater speed and agility.

For additional detail on D&I, our workplace safety practices and measurements and workplace wellness, please see our 2020 Snacking Made Right report, which will be published on our website in May 2021.

Sustainability and Mindful Snacking

By living our purpose to empower people to snack right, we believe we can continue to have a positive impact on the lives of our consumers and the world around us. Our mindful snacking strategy aims to encourage consumers to snack with moderation through portion control offerings and labeling, and we continue to evolve our portfolio to meet consumers’ needs. We have been focused on sustainability for many years and we continue to enhance our sustainability goals and reporting.

In May 2020, we issued our 2019 Snacking Made Right report, which includes expanded reporting on environmental, social and governance (“ESG”) topics and highlights our progress toward our sustainability and nutrition-related goals. We also released an ESG disclosure data sheet that outlines our alignment with the
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Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-related Financial Disclosures (“TCFD”) reporting frameworks.

We also participate in the CDP Climate and Water annual disclosure survey and continue to work to reduce our carbon and water footprints. We are committed to continue this and other related work in the areas of sustainable resources and agriculture, mindful snacking, nutrition, community partnerships and safety of our products and people.

Our 2025 sustainability and mindful snacking goals include:
Minimizing food waste, end-to-end CO2 emissions and priority water usage by 2025
Designing all packaging to be recyclable by 2025 to further reduce our environmental footprint
Scaling our Cocoa Life sustainability program so that by 2025, Cocoa Life will produce 100% of the cocoa volume we require for our chocolate brands
Growing portion control products to 20 percent of snacks net revenue by 2025
Including portion amounts and mindful snacking information on all packages globally by 2025

The Governance, Membership and Public Affairs Committee of our Board of Directors is responsible for overseeing our sustainable snacking and mindful snacking strategies. Our goals are part of our strategic planning process, and therefore, progress and key activities are regularly reported to the Board of Directors and the business leadership teams. Climate change, CO2 emissions, energy, well-being and other sustainability matters are key focus areas in our strategy.

We have been recognized for our ongoing economic, environmental and social contributions. Each year since we created Mondelēz International in 2012 we have been listed on the Dow Jones Sustainability Index (“DJSI”) – World and North American Indices. The DJSI selects the top 10% of global companies and top 20% of North American companies based on an extensive review of financial and sustainability programs within each industry. We are at the 97th percentile of our industry according to the latest DJSI report.

Intellectual Property


Our intellectual property rights (including trademarks, patents, copyrights, registered designs, proprietary trade secrets, recipes, technology andknow-how) are material to our business.


We own numerous trademarks and patents in many countries around the world. Depending on the country, trademarks remain valid for as long as they are in use or their registration status is maintained. Trademark registrations generally are renewable for renewable, fixed terms. We also have patents for a number of current and potential products. Our patents cover inventions ranging from basic packaging techniques to processes relating to specific products and to the products themselves. Our issued patents extend for varying periods according to the date of patent application filing or grant and the legal term of patents in the various countries where patent protection is obtained. The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage as determined by the patent office or courts in the country, and the availability of legal remedies in the country. While our patent portfolio is material to our business, the loss of one patent or a group of related patents would not have a material adverse effect on our business.


From time to time, we grant third parties licenses to use one or more of our trademarks, patents and/or proprietary trade secrets in connection with the manufacture, sale or distribution of third partythird-party products. Similarly, we sell some products under brands, patents and/or proprietary trade secrets we license from third parties. In our agreement with Kraft Foods Group, Inc. (“Kraft Foods Group,” which(which is now part of The Kraft Heinz Company), we each granted the other party various licenses to use certain of our and their respective intellectual property rights in named jurisdictions following thespin-off of our North American grocery business.

Research and Development

We pursue four objectives in research and development: product safety and quality, growth through new products, superior consumer satisfaction and reduced costs. Our innovation efforts focus on anticipating consumer demands and adapting quickly to changing market trends. Wellness products and healthy snacking are a significant focus of our current research and development initiatives. These initiatives aim to accelerate our growth and margins by addressing consumer needs and market trends and leveraging our global innovation platforms, Power Brands and breakthrough technologies. In September 2016, we announced our plan to invest $65 million over 2017-2018 to build out and modernize our network of global research and development facilities. We are focusing our technical resources at nine large locations to drive global growth and innovation. We celebrated the official opening of our Wroclaw Poland Technical Center in 2017. Our global Technical Centers will enable greater effectiveness, improved efficiency and accelerated project delivery. These locations are in Curitiba, Brazil; Suzhou, China; Thane, India; Mexico City, Mexico; East Hanover, New Jersey; Wroclaw, Poland; Jurong, Singapore; Bournville, United Kingdom and Reading, United Kingdom.

At December 31, 2017, we had approximately 2,450 scientists and engineers, of which 1,900 are primarily focused on research and development and the remainder are primarily focused on quality assurance and regulatory affairs. Our research and development expense was $366 million in 2017, $376 million in 2016 and $409 million in 2015.


Regulation


Our food products and ingredients are subject to local, national and multinational regulations related to labeling, health and nutrition claims, packaging, pricing, marketing and advertising, data privacy and related areas. In addition, various jurisdictions regulate our operations by licensing and inspecting our manufacturing plants and facilities, enforcing standards for select food products, grading food products, and regulating trade practices related to the sale and pricing of our food products. Many of the food commodities we use in our operations are subject to government agricultural policy and intervention,intervention. These policies have substantial effects on prices and the scrutinysupplies and
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are subject to periodic governmental and administrative review. In addition, increased attention to environmental and social issues in industry supply chains has led to developing different types of regulation in many countries. These policies have substantial effects on prices and supplies and are subjectThe lack of a harmonized approach can lead to periodic governmental and administrative review.

uneven scrutiny or enforcement, which can impact our operations.


Examples of laws and regulations that affect our business include workplace safety regulations; selective food taxes,taxes; labeling requirements such asfront-of-pack labeling andbased on nutrient profiling,profiles; sales or media and marketing restrictions potential withdrawalsuch as those on promotions or advertising products with specified nutrient profiles on certain channels or platforms or during certain hours of trade concessions as dispute settlement retaliation andthe day; sanctions on sales or sourcing of raw materials. We will continue to monitor developmentsmaterials; potential withdrawal of cross-border trade concessions as retaliation or imposition of new border barriers for other reasons; changes in lawsthe corporate tax policies of the United States and regulations. At this time, we do not expectother countries; and packaging taxes. In addition, at least 25 countries in the European Union have implemented extended producer responsibility (“EPR”) policies as part of national packaging waste policies that make manufacturers responsible for the cost of complying with new lawsrecycling food and beverage packaging after consumers use it. These range from mandatory regulations will be material. Also refer to Note 1,Summary of Significant Accounting Policies – Currency Translationvoluntary agreements between government and Highly Inflationary Accounting, for additional information on government regulations and currency-related impacts on our operationsindustry to voluntary industry initiatives. EPR policies are also being contemplated in other jurisdictions around the world, including certain states in the United Kingdom, Argentina and other countries.

Environmental Regulation

States.


Throughout the countries in which we do business, we are subject to local, national and multinational environmental laws and regulations relating to the protection of the environment. We have programs across our business units designed to meet applicable environmental compliance requirements. In the United States, the laws and regulations include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation, and Liability Act. Based on information currently available, we believe that our compliance with environmental laws and regulations will not have a material effect on our financial results.

Sustainability

A key strategic goal for us isWe are also subject toGrow our Impact. Building positive impact for people and our planet is at the core of who we are. We call our commitment to drive business growth with positive change in the worldImpact For Growth. Many of the challenges facing people and the planet are interrelated. Our core programs and initiatives holistically address both by working legislation designed to reduce emissions from greenhouse gases, and many countries are considering introducing carbon taxes that could increase our environmental footprint, empower farmers and support the communities whereproduction costs or those of our snacks are sourced. suppliers.


We continue to leverage our global operating scale to secure sustainable raw materials and work with suppliers to drive meaningful social and environmental changes, focusing on where we can make the most impact. For example, we launched our Cocoa Life programmonitor developments in 2012 and will continue to invest up to $400 million through 2022 to build a sustainable cocoa supply. We are also improving sustainability in our wheat supply by working with farmers in North America and through our Harmony program in Europe.

Our 2020 sustainability goals aim to place us at the forefront in the fight against climate change with ambitious targets for anend-to-end approach to reduce our carbon footprint, including reducing our absolute CO2 emissions from manufacturing and addressing deforestation in key raw material supply chains. We are working to cut our absolute water footprint in manufacturing, focusing on priority sites where water is most scarce. We are also working to reduce waste in manufacturing and packaging.

We have been recognized for our ongoing economic, environmental and social contributions. This year we were again listed on the Dow Jones Sustainability Index (“DJSI”) – World and North American Indices. The DJSI selects the top 10% of global companies and top 20% of North American companies based on an extensive review of financial and sustainability programs within each industry. We are at the92nd percentile of our industry and achieved perfect scores in health and nutrition and environmental reporting.

We also participate in the CDP Climate and Water disclosures and continue to work to reduce our carbon and water footprints. We are committed to continue this and other related work in the areas of sustainable resources and agriculture, well-being snacks, community partnerships and safety of our products and people.

Employees

We employed through our consolidated subsidiaries approximately 83,000 people worldwide at December 31, 2017 and approximately 90,000 at December 31, 2016. Employees represented by labor unions or workers’ councils represent approximately 64% of our 71,000 employees outside the United States and approximately 28% of our 12,000 U.S. employees. Our business units are subject to various local, national and multinational laws and regulations relating to their relationships with their employees. In accordance with European Union requirements, we also have established a European Workers Council composed of management and elected members of our workforce. We or our subsidiaries are a party to numerous collective bargaining agreements and we work to renegotiate these collective bargaining agreements on satisfactory terms when they expire.

International Operations

Based on where we sell our products, we generated 75.8% of our 2017 net revenues, 75.6% of our 2016 net revenues and 78.7% of our 2015 net revenues from continuing operations outside the United States. We sell our products to consumers in approximately 160 countries. At December 31, 2017, we had operations in more than 80 countries and made our products at approximately 140 manufacturing and processing facilities in 51 countries. Referregulations. Also refer to Note 16,Segment Reporting,1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for additional information on our U.S.government regulations andnon-U.S. operations. Refer to Item 2,Properties, for more information currency-related impacts on our manufacturingoperations in the United Kingdom, Argentina and other facilities. Also, for a discussioncountries.

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Information about our operations outside the United States, see Item 1A,Risk Factors.

Executive Officers of the Registrant


The following are our executive officers as of February 9, 2018:

5, 2021:

Name

      Age      

Title

NameAgeTitle
Dirk Van de Put5760Chief Executive Officer
Brian T. GladdenLuca Zaramella5251Executive Vice President and Chief Financial Officer
Paulette Alviti50Executive Vice President and Chief People Officer
Maurizio Brusadelli4952Executive Vice President and President, Asia Pacific, Middle East and Africa
TimothyVinzenz P. CoferGruber4955Executive Vice President and President, Europe
Robin S. Hargrove55Executive Vice President, Research, Development and Quality
Sandra MacQuillan54Executive Vice President and Chief GrowthSupply Chain Officer
Robin S. HargroveGerhard W. Pleuhs5264Executive Vice President, Research, Development, QualityCorporate & Legal Affairs and InnovationGeneral Counsel (retiring April 2021)
Alejandro R. LorenzoLaura Stein4659Executive Vice President, General Counsel, Corporate & Legal Affairs
Gustavo C. Valle56Executive Vice President and President, Latin America
Karen J. May59Executive Vice President, Human Resources
Daniel P. Myers62Executive Vice President, Integrated Supply Chain
Gerhard W. Pleuhs61Executive Vice President and General Counsel
Henry Glendon (Glen) Walter IV4952Executive Vice President and President, North America
Hubert Weber55Executive Vice President and President, Europe


Mr. Van de Putbecame Chief Executive Officer and a director in November 2017.2017 and became Chairman of the Board of Directors in April 2018. He formerly served as President and Chief Executive Officer of McCain Foods Limited, a multinational frozen food provider, from July 2011 to November 2017 and as its Chief Operating Officer from May 2010 to July 2011. Mr. Van de Put served as President and Chief Executive Officer, GlobalOver-the-Counter, Consumer Health Division of Novartis AG, a global healthcare company, from 2009 to 2010. Prior to that, he worked for 24 years in a variety of leadership positions for several global food and beverage providers, including Danone SA, The Coca-Cola Company and Mars, Incorporated.

Mr. Gladden Zaramella became Executive Vice President and Chief Financial Officer in December 2014.August 2018. He joined Mondelēz International in October 2014.previously served as Senior Vice President Corporate Finance, CFO Commercial and Treasurer from June 2016 to July 2018. He also served as Interim Lead Finance North America from April to November 2017. Prior to that, he served as Senior Vice President and Chief Financial OfficerCorporate Controller from December 2014 to August 2016 and Senior Vice President, Finance of Dell Inc., a provider of technology products and services,Mondelēz Europe from June 2008October 2011 to February 2014, and asNovember 2014. Mr. Zaramella joined Mondelēz International in 1996.
Ms. Alviti became Executive Vice President and Chief ExecutiveHuman Resources Officer of SABIC Innovative Plastics, a manufacturer of industrial plastics, from August 2007 to May 2008. Mr. Gladden spent 19 years at the General Electric Company, a multinational conglomerate, in a variety of key leadership positions, including(now Executive Vice President and General Manager, Resin BusinessChief People Officer) in June 2018. Before joining Mondelēz International, Ms. Alviti served as Senior Vice President and Chief FinancialHuman Resources Officer GE Plastics.

of Foot Locker, Inc., a leading global retailer of athletically inspired shoes and apparel, from June 2013 to May 2018. Prior to that, Ms. Alviti spent 17 years at PepsiCo, Inc., a global snack and beverage company, in various leadership roles, including Senior Vice President and Chief Human Resources Officer Asia, Middle East, Africa.


Mr. Brusadelli became Executive Vice President and President, Asia Pacific in January 2016 and Executive Vice President and President, Asia Pacific, Middle East and Africa in October 2016. He previously served as President Biscuits Business, South East Asia, Japan and Sales Asia Pacific from September 2015 to December 2015, President Markets and Sales Asia Pacific from September 2014 to September 2015 and President United Kingdom, Ireland and IrelandNordics from September 2012 to August 2014. Prior to that, Mr. Brusadelli held various positions of increasing responsibility. Mr. Brusadelli joined Mondelēz International in 1993.

Mr. Cofer became Executive Vice President and Chief Growth Officer in January 2016 and served as Interim President, North America from April to November 2017.


Mr. Cofer served as Executive Vice President and President, Asia Pacific and EEMEA from September 2013 to December 2015 andGruber became Executive Vice President and President, Europe in January 2019. He previously served as President, Western Europe from October 2016 to December 2018 and President, Chocolate, Europe from August 2011 to September 2013. Prior to that,2016. Mr. Cofer held various positions of increasing responsibility. Mr. Cofer joinedGruber was formerly employed by Mondelēz International, in 1992.

various capacities, from 1989 until 2000 and resumed his employment in September 2007.

Mr. Hargrove became Executive Vice President, Research, Development, Quality and Innovation in April 2015.2015 and as of January 2019 serves as Executive Vice President, Research, Development and Quality. Prior to that, he served as Senior Vice President, Research, Development & Quality for Mondelēz Europe from January 2013 to
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March 2015. Before joining Mondelēz International, Mr. Hargrove worked at PepsiCo, Inc., a global foodsnack and beverage company, for 19 years in a variety of leadership positions, most recently as Senior Vice President, Research and Development, Europe from December 2006 to December 2012.

Mr. Lorenzo became Executive Vice President and President, Latin America in January 2017. Prior to that, he served as President, Global Biscuits Category from January 2015 to December 2016 and President, Brazil from September 2012 to December 2014. Prior to that, Mr. Lorenzo held various positions of increasing responsibility. Mr. Lorenzo joined Mondelēz International in 2003.


Ms. Maybecame Executive Vice President, Human Resources in October 2005. Prior to that, she was Corporate Vice President, Human Resources for Baxter International Inc., a healthcare company, from February 2001 to September 2005.

Mr. Myers MacQuillan became Executive Vice President, Integrated Supply Chain (now Executive Vice President and Chief Supply Chain Officer) in September 2011.June 2019. Before joining Mondelēz International, Ms. MacQuillan served as Chief Supply Chain Officer and Senior Vice President, Supply Chain, at Kimberly-Clark Corporation, a global manufacturer of personal care consumer products, from April 2015 to June 2019. Prior to that, he worked for Procter & Gamble,Ms. MacQuillan spent more than 20 years at Mars, Incorporated, a consumerglobal manufacturer of confectionery, pet food and other food products, company, for 33 years in a variety ofvarious leadership positions, most recently serving asroles, including Global Vice President, Product Supply for P&G’sMars Global Hair Care business from September 2007 to August 2011.

Petcare.


Mr. Pleuhs became Executive Vice President and General Counsel in April 2012.2012 and as of May 2019 serves as Executive Vice President, Corporate & Legal Affairs and General Counsel. In this role, Mr. Pleuhs oversees the legal, compliance, security, corporate and governance affairs functions within Mondelēz International. He has served in various positions of increasing responsibility since joining Mondelēz International in 1990. Mr. Pleuhs has a law degree from the University of Kiel, Germany and is licensed to practice law in Germany and admitted as house counsel in Illinois.

Mr. Pleuhs will retire from Mondelēz International in April 2021.


Ms. Stein became Executive Vice President, General Counsel, Corporate & Legal Affairs on January 11, 2021. Before joining Mondelēz International, Ms. Stein spent 15 years at The Clorox Company, a multinational manufacturer and marketer of consumer and professional products, most recently as Executive Vice President – General Counsel and Corporate Affairs from February 2016 to December 2020. She also served as Executive Vice President – General Counsel from February 2015 to February 2016 and as Senior Vice President – General Counsel from January 2005 to February 2015.

Mr. Valle became Executive Vice President and President, Latin America in February 2020. Before joining Mondelēz International, Mr. Valle served as Chief Executive Officer of Axia Plus, LLC, a management consulting firm, from February 2018 to January 2020. Prior to that he spent more than 20 years at Groupe Danone SA, a multinational provider of packaged water, dairy and baby food products, in a variety of leadership positions, most recently as Executive Vice President, Dairy Division Worldwide, from January 2015 to January 2018, and Vice President Dairy Division Europe, from January 2014 until December 2014.

Mr. Walter became Executive Vice President and President, North America in November 2017. Before joining Mondelēz International, Mr. Walter worked at The Coca-Cola Company, a global beverage company, in a variety of leadership positions, most recently as Chief Executive Officer of Coca-Cola Industries China from February 2014 to October 2017 and President and Chief Operating Officer of Cola-Cola Refreshments in North America from January 2013 to February 2014.

Mr. Weber became Executive Vice President and President Europe in September 2013. He served as President of the European and Global Coffee category from September 2010 to September 2013. Prior to that, Mr. Weber held various positions of increasing responsibility. He joined Mondelēz International in 1988.


Ethics and Governance


We adopted the Mondelēz International Code of Conduct, which qualifies as a code of ethics under Item 406 of RegulationS-K. The code applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our code of ethics is available free of charge on our web site atwww.mondelezinternational.comwww.mondelezinternational.com/investors/corporate-governance and will be provided free of charge to any shareholder submitting a written request to: Corporate Secretary, Mondelēz International, Inc., Three Parkway North, Deerfield,905 West Fulton Market, Suite 200, Chicago, IL 60015.60607. We will disclose any waiver we grant to an executive officer or director under our code of ethics, or certain amendments to the code of ethics, on our web site atwww.mondelezinternational.comwww.mondelezinternational.com/investors/corporate-governance.


In addition, we adopted Corporate Governance Guidelines, charters for each of the Board’s four standing committees and the Code of Business Conduct and Ethics forNon-Employee Directors. All of these materials are available on our web site atwww.mondelezinternational.comwww.mondelezinternational.com/investors/corporate-governance and will be provided free of charge to any shareholder requesting a copy by writing to: Corporate Secretary, Mondelēz International, Inc., Three Parkway North, Deerfield,905 West Fulton Market, Suite 200, Chicago, IL 60015.

60607.



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Available Information


Our Internet address iswww.mondelezinternational.com. Our Annual Reports on Form10-K, Quarterly Reports on Form10-Q, Current Reports on Form8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge as soon as possible after we electronically file them with, or furnish them to, the U.S. Securities and Exchange Commission (the “SEC”). You can access our filings with the SEC by visitingwww.mondelezinternational.com www.sec.gov or our website: ir.mondelezinternational.com/sec-filings. The information on our web site is not, and shall not be deemed to be, a part of this Annual Report on Form10-K or incorporated into any other filings we make with the SEC.


Item 1A. Risk Factors.


You should carefully read the following riskdiscussion of significant factors, carefullyevents and uncertainties when evaluating our business and the forward-looking information contained in this Annual Report on Form10-K. Any of the following risks The events and consequences discussed in these risk factors could materially and adversely affect our business, operating results, liquidity and financial condition and the actual outcome of matters described in this Annual Report on Form10-K.condition. While we believe we have identified and discussed below the key risk factors affecting our business, these risk factors do not identify all the risks we face, and there may be additional risks and uncertainties that we do not presently know or that we do not currently believe to be significant that may adversely affecthave a material adverse effect on our business, performance or financial condition in the future.


Strategic and Operational Risks

Global or regional health pandemics or epidemics, including COVID-19, could negatively impact our business operations, financial performance and results of operations.

Our business and financial results could be negatively impacted by the outbreak of COVID-19 or other pandemics or epidemics. The severity, magnitude and duration of the current COVID-19 pandemic is uncertain, rapidly changing and hard to predict. In 2020, COVID-19 significantly impacted economic activity and markets around the world, and it could negatively impact our business in numerous ways, including but not limited to those outlined below:

The COVID-19 outbreak has resulted and could continue to result in lower revenues in some of our emerging market countries that have a higher concentration of traditional trade outlets (such as small family-run stores), as well as in our travel retail (such as international duty-free stores) and foodservice businesses. We are unable to predict how long these trends will continue or whether they will worsen.
In addition, sales of some of our products for in-home consumption in some markets and channels, such as the United States and some European markets and modern trade, increased in 2020. We are unable to predict how long this sustained demand will last or how significant it will be.
The COVID-19 outbreak has disrupted and could materially disrupt our global supply chain, operations and routes to market or those of our suppliers, their suppliers, or our co-manufacturers or distributors. The outbreak has also necessitated increased expenditures to secure the safety and effectiveness of our personnel and operations. Disruptions or our failure to effectively respond to them could increase product or distribution costs or cause delays in delivering or an inability to deliver products to our customers. For example, we experienced temporary disruptions in operations in some of our emerging markets such as India and Nigeria in the first half of 2020.
Disruptions or uncertainties related to the COVID-19 outbreak for a sustained period of time could result in delays or modifications to our strategic plans and initiatives and hinder our ability to achieve our objective to reduce our operating cost structure in both our supply chain and overhead costs through our Simplify to Grow Program.
Illness, travel restrictions, absenteeism or other workforce disruptions have affected and could materially negatively affect our supply chain, manufacturing, distribution or other business processes.
Government or regulatory responses to pandemics could negatively impact our business. Mandatory lockdowns or other restrictions on operations in some countries temporarily disrupted our ability to distribute our products in some markets. Continuation or expansion of these disruptions could materially adversely impact our operations and results.
Commodity costs have become more volatile due to the COVID-19 outbreak. We expect continued commodity cost volatility, and our commodity hedging activities cannot fully offset this volatility.
Initially during the COVID-19 outbreak, the U.S. dollar appreciated materially against other currencies in the countries in which we operate, resulting in currency translation losses. If the U.S. dollar were to appreciate
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again against some or all of those same currencies, the resulting currency translation losses, along with currency transaction losses, could adversely affect our reported results of operations and financial condition.
The COVID-19 outbreak initially increased volatility and pricing in the capital markets and commercial paper markets, and volatility may increase again as COVID-19 evolves. We might not be able to continue to access preferred sources of liquidity when we would like or on terms we find acceptable, and our borrowing costs could increase. An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets may have a negative effect on our derivative counterparties and could impair our banking or other business partners, on whom we rely for access to capital and as counterparties for a number of our derivative contracts.

These and other impacts of the COVID-19 or other global or regional health pandemics or epidemics could have the effect of heightening many of the other risks described in the risk factors below, including but not limited to those relating to our reputation, brands, consumer preferences, supply chain, product sales, results of operations or financial condition. We might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts to our results. The ultimate impact of these disruptions also depends on events beyond our knowledge or control, including the duration and severity of the COVID-19 and other outbreaks and actions taken by parties other than us to respond to them. Any of these disruptions could have a negative impact on our business operations, financial performance and results of operations, which impact could be material. Additionally, COVID-19 may also materially adversely affect our operating results and financial position in a manner that is not currently known to us or that we do not currently consider to present significant risks to our operations.

We operate in a highly competitive industry.

industry and we face risks related to the execution of our strategy and our timely response to channel shifts and pricing and other competitive pressures.


The food and snacking industry is highly competitive. Our principal competitors include major international food, snack and beverage companies that operate in multiple geographic areas and numerous local and regional companies. If we do notFailure to effectively respond to challenges from our competitors could adversely affect our business could be adversely affected.

business.


Competitor and customer pressures may require that we reducetimely and effectively respond to changes in distribution channels and technological developments that may require changes in our prices. These pressures may also restrictcould affect our ability to increase prices in response to commodity and other cost increases. Failure to effectively and timely assess changenew or developing trends, technological advancements or changes in distribution methods and set proper pricing or effective trade incentives maywill negatively impact our operating results, and achievement of our strategic and financial goals.goals and our ability to capitalize on new revenue or value-producing opportunities. The rapid emergencegrowth of new distributionsome channels, such asin particular in e-commerce which has expanded significantly following the outbreak of COVID-19, may impact our current operations or strategies more quickly than we planned for, create consumer price deflation, affectingalter the buying behavior of consumers or disrupt our retail customer relationships and presenting additional challenges to increasing prices in response to commodity or other cost increases.relationships. We may need to increase or reallocate spending on marketing, advertising, new product innovation, and existing and new distribution channels and technologies, marketing, advertising and new product innovation to protect or increase revenues, market share.share and brand significance. These expenditures may not be successful, including those related to our e-commerce and other technology-focused efforts, and might not result in trade and consumer acceptance of our efforts. Ifefforts, which could materially and adversely affect our product sales, financial condition, results of operations and cash flows. These new distribution channels as well as growing opportunities to utilize external manufacturers lower barriers to entry and allow smaller competitors to more effectively gain market share. Additionally, if we reduce prices but cannot increase sales volumes, or our labor or other costs increase but we cannot increase sales volumesprices to offset those changes, then our financial condition and results of operations will suffer.

In addition,


During 2020, we continued to operate under our strategy, which focuses on accelerating consumer-centric and volume-driven growth, operational excellence driven by cost discipline and continuous operational improvement including in areas like other companies in our industry, we are under pressuresales execution, and building a winning growth culture with a “local first” commercial approach. Failure to continue to improve the efficiency of our overall cost structure. We are pursuing a transformation agenda with the goals of focusing our portfolio, improving our cost structure and operating model, and accelerating our growth. If we do not achieve these objectives or do not implement transformationeffectively operate under our strategy in a way that minimizes disruptions to our business could materially and adversely affect our financial condition, and results of operations could be materially and adversely affected.

Maintainingcash flows.


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Promoting and enhancingprotecting our reputation and brand image and health is essential to our business success.


Our success depends on our ability to maintain and enhance our brand quality and image, extend our brands, intoexpand to new geographies and to new distribution platforms, includinge-commerce, and expandevolve our brand imageportfolio with new and renewed product offerings.

offerings that meet consumer expectations.


We seek to enhancestrengthen our brand imagebrands through investments in our product quality, product renovation, innovation and marketing investments, including consumer-relevant advertising, digital transformation and consumer promotions. Failure to effectively address the continuing global focus on consumer-centric well-being, including changing consumer perceptionsacceptance of certain ingredients, nutritional expectations of our products, and increasedthe sustainability of our ingredients, our supply chain and our packaging could adversely affect our brands. Increased negative attention from the media, governments, shareholders activists and other stakeholders in these areas as well as on the role of food marketing and other environmental, social or governance practices could adversely affect our brand image. Undue caution or inaction on our part in addressing these challenges and trends could weaken our competitive position. Such pressures could also lead to stricter regulations, industry self-regulation that is unevenly adopted among companies, and increased focus on food and snacking marketing practices. IncreasedIncreasing legal or regulatory restrictions on our labeling, advertising and consumer promotions, such as age-based restrictions on sales of products with certain nutritional profiles enacted in some states in Mexico and labeling,other restrictions being considered in the United Kingdom, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. Moreover, adverse publicity, or regulatory developments or legal action against us, onour employees or our licensees related to product quality and safety, where and how we manufacture our products, or environmental risks, or human and workplace rights across our supply chain, or antitrust, anti-bribery and anti-corruption compliance could damage our reputation and brand image.health. Such actions could undermine our customers’ and shareholders’ confidence and reduce demand for our products, even if the regulatory or legal action is unfounded or these matters are immaterial to our operations. Our product sponsorship relationships, including those with celebrity spokespersons, influencers or group affiliations, could also subject us to negative publicity.


In addition, our success in maintaining and enhancing our brand image depends on our ability to anticipate change and adapt to a rapidly changing marketing and media environment, including our increasing reliance on established and emerging social media and online platforms, digital and mobile dissemination of marketing and advertising campaigns.campaigns, targeted marketing and the increasing accessibility and speed of dissemination of information. A variety of legal and regulatory restrictions limit how and to whom we market our products. These restrictions may limit our brand renovation, innovation, marketing and promotion plans, particularly as social media and the communications environment continue to evolve. Negative posts or comments about usMondelēz International, our brands or our brandsemployees on social media or web sites (whether factual or not) or security breaches related to use of our social media accounts and failure to respond effectively to these posts, comments or activities could seriously damage our reputation and brand image across the various regions in which we operate. Our brands may be associated with or appear alongside harmful content before these platforms or our own social media monitoring can detect this risk to our brand health. In addition, we might fail to invest sufficiently in maintaining, extending and expanding our brands, our marketing efforts might not achieve desired results and we might be required to recognize impairment charges on our brands or related intangible assets or goodwill. Furthermore, third parties may sell counterfeit or spuriousimitation versions of our products that are inferior or pose safety risks. IfWhen consumers confuse these counterfeit products for our products or have a bad experience with the counterfeit brand, they might refrain from purchasing our brands in the future, which could harm our brand image and sales. If we do notFailure to successfully maintain and enhance our reputation and brand image, thenhealth could materially and adversely affect our company and product brands as well as our product sales, financial condition, results of operations and cash flows.

We must correctly predict, identify and interpret changes in consumer preferences and demand and offer new and improved products that meet those changes.

Consumer preferences for food and snacking products change continually. Our success depends on our ability to predict, identify and interpret the tastes, dietary habits, packaging, sales channel and other preferences of consumers around the world and to offer products that appeal to these preferences in the places and ways consumers want to shop. There may be further shifts in the relative size of shopping channels in addition to the increasing role of e-commerce for consumers. Our success relies upon managing this complexity to promote and bring our products to consumers effectively. Moreover, weak economic conditions, recession, equity market volatility or other factors, such as global or local pandemics and severe or unusual weather events, affect consumer preferences and demand, such as the increased demand for biscuits and decreased demand for gum since the start of the COVID-19 pandemic. Failure to offer products that appeal to consumers or to correctly judge consumer
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demand for our products will impact our ability to meet our growth targets, and our sales and market share could decrease and our profitability could suffer.

We must distinguish between short-term fads and trends and long-term changes in consumer preferences. When we do not accurately predict which shifts in consumer preferences or category trends will be long-term or fail to introduce new and improved products to satisfy changing preferences, our sales can be adversely affected. In addition, because of our varied and geographically diverse consumer base, we must be responsive to local consumer needs, including with respect to when and how consumers snack and their desire for premium or value offerings, provide an array of products that satisfy the broad spectrum of consumer preferences and use marketing and advertising to reach consumers at the right time with the right message. Failure to expand our product offerings successfully across product categories, rapidly develop products in faster growing and more profitable categories or reach consumers in efficient and effective ways leveraging data and analytics could cause demand for our products to decrease and our profitability to suffer.

Negative perceptions concerning the health, environmental and social implications of certain food products, ingredients, packaging materials, sourcing or production methods could influence consumer preferences and acceptance of some of our products and marketing programs. For example, consumers have increasingly focused on well-being, including reducing sodium and added sugar consumption, as well as the source and authenticity of the foods they consume. Continuing to expand our well-being offerings and refining the ingredient and nutrition profiles of existing products is important to our growth, as is maintaining focus on ethical sourcing and supply chain management opportunities to address evolving consumer preferences. In addition, consumer preferences differ by region, and we must monitor and adjust our use of ingredients and other activities to respond to these regional preferences. We might be unsuccessful in our efforts to effectively respond to changing consumer preferences and social expectations. Continued negative perceptions or failure to satisfy consumer preferences could materially and adversely affect our reputation, brands, product sales, financial condition, and results of operations could be materially and adversely affected.

cash flows.


We are subject to risks from operating globally.


We are a global company and generated 75.8%73.2% of our 20172020 net revenues, 75.6%74.4% of our 20162019 net revenues and 78.7%75.3% of our 20152018 net revenues outside the United States. We manufacture and market our products in approximately 160over 150 countries and have operations in more thanapproximately 80 countries. Therefore, we are subject to risks inherent in global operations. Those risks include:

compliance with U.S. laws affecting operations outside of the United States, including anti-bribery laws such as the Foreign Corrupt Practices Act (“FCPA”);
compliance with antitrust and competition laws, trade laws, data privacy laws, anti-bribery laws, and a variety of other local, national and multinational regulations and laws in multiple regimes;
currency devaluations or fluctuations in currency values, including in developing markets such as Argentina, Brazil, China, Mexico, Russia, Turkey, Egypt, Nigeria, Ukraine and South Africa as well as in developed markets such as the United Kingdom and other countries within the European Union;
the imposition of increased or new tariffs, sanctions, quotas, trade barriers, price floors or similar restrictions on our sales or key commodities like cocoa, potential changes in U.S. trade programs and trade relations with other countries, or regulations, taxes or policies that might negatively affect our sales;sales or profitability;
compliance with antitrust and competition laws, trade laws, data privacy laws, anti-bribery laws, human rights laws and a variety of other local, national and multinational regulations and laws in multiple regimes;
currency devaluations or fluctuations in currency values, including in developing markets such as Argentina, Brazil, China, India, Mexico, Russia, Ukraine, Turkey, Egypt, Nigeria, South Africa and Pakistan as well as in developed markets such as the United Kingdom and countries within the European Union. This includes events like applying highly inflationary accounting as we did for our Argentinean subsidiaries beginning in July 2018;
changes in capital controls, including currency exchange controls, government currency policies such as demonetization in India or other limits on our ability to import raw materials or finished product into various countries or repatriate cash from outside the United States;
increased sovereign risk, such as default by or deterioration in the economies and credit ratings of governments, particularly in our Latin America and AMEA regions;
changes or inconsistencies in local regulations and laws, the uncertainty of enforcement of remedies innon-U.S. jurisdictions, and foreign ownership restrictions and the potential for nationalization or expropriation of property or other resources;
varying abilities to enforce intellectual property and contractual rights;
discriminatory or conflicting fiscal policies;
greater risk of uncollectible accounts and longer collection cycles; and
design, implementation and use of effective control environment processes across our diverse operations and employee base.


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In addition, political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, government shutdowns, travel or immigration restrictions, tariffs and other trade restrictions, public health risks or pandemics including COVID-19, public corruption, expropriation and other economic or political uncertainties, including inaccuracies in our assumptions about these factors, could interrupt and negatively affect our business operations or customer demand. High unemployment or the slowdown in economic growth in some markets could constrain consumer spending. Declining consumer purchasing power could result in loss of market share and adversely impact our profitability. Continued instability in the banking and governmental sectors of certain countries or the dynamics and uncertainties associated with the transition period following the United Kingdom’s planned exit from the European Union (“Brexit”), including currency exchange rate fluctuations and volatility in global stock markets, could have a negative effect on our business. (See below and Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Outlook– Brexit for more information.)

All of these factors could result in increased costs or decreased revenues and could materially and adversely affect our product sales, financial condition, results of operations, cash flows, and our relationships with customers, suppliers and employees in the short or long term.

Tax matters, including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes, could adversely impact our results of operations and financial condition.

In December 2017, the United States enacted tax reform legislation (“U.S. tax reform”). The legislation implements many new U.S. domestic and international tax provisions. Many aspects of the U.S. tax reform are unclear, and although additional clarifying guidance is expected to be issued in the future (by the Internal Revenue Service (“IRS”), the U.S. Treasury Department or via a technical correction law change), it may not be clarified for some time. In addition, many U.S. states have not yet updated their laws to take into account the new federal legislation. As a result, we have not yet been able to determine the full impact of the new laws on our results of operations and financial condition. It is possible that U.S. tax reform, or interpretations under it, could change and could have an adverse effect on us, and such effect could be material.

In addition, foreign jurisdictions may also enact tax legislation that could significantly affect our ongoing operations. For example, foreign tax authorities could impose rate changes along with additional corporate tax provisions that would disallow or tax perceived base erosion or profit shifting. Aspects of U.S. tax reform may lead foreign jurisdictions to respond by enacting additional tax legislation that is unfavorable to us.

Adverse changes in the underlying profitability or financial outlook of our operations in several jurisdictions could lead to changes in the realizability of our deferred tax assets and result in a charge to our income tax provision. Additionally, changes in tax laws in the U.S. or in other countries where we have significant operations could materially affect deferred tax assets and liabilities and our income tax provision.

We are also subject to tax audits by governmental authorities. Although we believe our tax estimates are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liabilities, including interest and penalties. Unexpected results from one or more such tax audits could significantly adversely affect our income tax provision and our results of operations.


Our operations in certain emerging markets expose us to political, economic and regulatory risks.


Our growth strategy depends in part on our ability to expand our operations in emerging markets, including among others Brazil, China, India, Mexico, Russia, Argentina, Ukraine, the Middle East, Africa, Southeast Asia and Southeast Asia.Ukraine. However, some emerging markets have greater political, economic and currency volatility and greater vulnerability to infrastructure and labor disruptions than more established markets. In many countries, particularly those with emerging economies, engaging in business practices prohibited by laws and regulations with extraterritorial reach, such as the FCPA and the U.K. Bribery Act, or local anti-bribery laws may be more common. These laws generally prohibit companies and their employees, contractors or agents from making improper payments to government officials, including in connection with obtaining permits or engaging in other actions necessary to do business. Failure to comply with these laws could subject us to civil and criminal penalties that could materially and adversely affect our reputation, financial condition and results of operations.


In addition, competition in emerging markets is increasing as our competitors grow their global operations and low costlow-cost local manufacturers improve and expand their production capacities. Our success in emerging markets is critical to achieving our growth strategy. If we cannotFailure to successfully increase our business in emerging markets and manage associated political, economic and regulatory risks could adversely affect our product sales, financial condition, and results of operations could be adversely affected, such as occurred when we deconsolidated and changed to the cost method of accounting for our Venezuelan operations at the close of 2015 or any potential impact on our business in Venezuela from future economic or political developments.

cash flows.


Our use of information technology and third partythird-party service providers exposes us to cybersecurity breaches and other business disruptions that could adversely affect us.

disruptions.


We use information technology and third partythird-party service providers to support our global business processes and activities, including supporting critical business operations;operations such as manufacturing and distribution; communicating with our suppliers, customers and employees; maintaining effective accounting processes and financial and disclosure controls; engaging inexecuting mergers and acquisitions and other corporate transactions; conducting research and development activities; meeting regulatory, legal and tax requirements; and executing various digital marketing and consumer promotion activities. Global shared service centers managed by third parties provide an increasing amount of services important to conductconducting our business, including a number of accounting, internal control, human resources and computing functions.


Continuity of business applications and services has been, and may in the future be, disrupted by events such as infection by viruses or malware, likeincluding the globalJune 2017 malware incident in June 2017 that affected a significant portion of our global sales, distribution and financial networks (the “malware incident”) (seeManagement’s Discussion and Analysis of Financial Condition and Results of Operations – Malware Incident); other cybersecurity attacks; issues with or errors in systems’ maintenance or security; migration of applications to the cloud; power outages; hardware or software failures; denial of service;service attacks; telecommunication failures; natural disasters; terrorist attacks; and other catastrophic occurrences. Further, cybersecurityOur use of new and emerging technologies such as cloud-based services and mobile applications continues to evolve, presenting new and additional risks in managing access to our data, relying on third-parties to manage and safeguard data, ensuring access to our systems and availability of third-party systems.

Cybersecurity breaches of our or third partythird-party systems, whether from circumvention of security systems,denial-of-service attacks or other cyberattacks such as hacking, phishing attacks, computer viruses, ransomware or malware, employee or insider error, malfeasance, social engineering, physical breaches or other actions may cause
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confidential information belonging to us or our employees, customers, consumers, partners, suppliers, or governmental or regulatory authorities to be misused or breached. These risks could be magnified given the increased number of employees, contractors and others working outside of offices during the COVID-19 pandemic. When risks such as these materialize, the need for us to coordinate with various third partythird-party service providers and for third partythird-party service providers to coordinate amongst themselves might make it more challengingincrease challenges and costs to resolve the related issues. Additionally, if new initiatives, such as those related toe-commerce and direct sales, that increase the amount of confidential information that we process and maintain this could increase our potential exposure tofrom a cybersecurity breach. If our controls, disaster recovery and business continuity plans or those of our third partythird-party providers do not effectively respond to or resolve the issues related to any such disruptions in a timely manner, our product sales, financial condition and results of operations may be materially and adversely affected, and we might experience delays in reporting our financial results, loss of intellectual property and damage to our reputation or brands.


We continue to devote focused resources to network security, backup and disaster recovery, enhanced training and other security measures to protect our systems and data; we aredata, such as advanced email protection to reduce the likelihood of credential thefts and electronic fraud attempts. We also in the process offocus on enhancing the monitoring and detection of threats in our environment.environment, including but not limited to the manufacturing environment and operational technologies, as well as adjusting information security controls based on the updated threat. However, security measures cannot provide absolute security or guarantee that we will be successful in preventing or responding to every breach or disruption on a timely basis. In addition, dueDue to the constantly evolving and complex nature of security threats, we cannot predict the form and impact of any future incident, and the cost and operational expense of implementing, maintaining and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly.


We regularly movetransfer data across national borders to conduct our operations, and consequentlywe are subject to a variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer and security of personal data. Privacy and data protection laws may be interpreted and applied differently from countryjurisdiction to countryjurisdiction and may create inconsistent or conflicting requirements. The European Union’s General Data Protection Regulation (“GDPR”), which has greatly increasesincreased the jurisdictional reach of European UnionE.U. law and becomesbecame effective in May 2018, addsadded a broad array of requirements for handling personal data including the public disclosure of significant data breaches, and imposes substantial penalties fornon-compliance of up to the greater of20 million or 4% of global annual revenue for the preceding financial year.year in addition to potential restrictions on data transfer and processing. The California Consumer Privacy Act (“CCPA”), which became effective in January 2020, imposed new responsibilities on us for the handling, disclosure and deletion of personal information for consumers who reside in California. The CCPA permits California to assess potentially significant fines for violating CCPA and creates a right for individuals to bring class action suits seeking damages for violations. In addition, the California Privacy Rights Act ballot initiative passed in November 2020 will create a new agency dedicated to data privacy that will be required to implement more stringent privacy regulations by January 1, 2023. Our efforts to comply with GDPR, CCPA and other privacy and data protection laws may impose significant costs and challenges that are likely to increase over time, and we could incur substantial penalties or be subject to litigation related to violation of existing or future data privacy laws and regulations.

Unanticipated


We are subject to risks from unanticipated business disruptions could adversely affect our ability to provide our products to our customers.

disruptions.


We manufacture and source products and materials on a global scale. We utilize an integrated supply chain – a complex network of suppliers and material needs, owned and leased manufacturing locations,co-manufacturing locations, distribution networks, shared service delivery centers and information systems that support our ability to provide our products to our customers consistently. Factors that are hard to predict or beyond our control, like weather (including any potential effects of climate change), natural disasters, water availability, supply and commodity shortages, fire, explosions, terrorism, political unrest, cybersecurity breaches, generalized labor unrest, government shutdowns or health pandemics such as COVID-19 could damage or disrupt our operations or those of our suppliers’suppliers, their suppliers, orco-manufacturers’ operations. If we do not our co-manufacturers or distributors. Failure to effectively prepare for and respond to disruptions in our operations, for example, by not finding alternative suppliers or replacing capacity at key or sole manufacturing or distribution locations or cannotby not quickly repairrepairing damage to our information, production or supply systems, we may be latecan cause delays in delivering or unablethe inability to deliver products to our customers such as occurredwe experienced in connection with the malware incident, (seeManagement’s Discussion and Analysis of Financial Condition and Results of Operations – Malware Incident), and the quality and safety of our products might be negatively affected. IfThe occurrence of a material or extended disruption occurs, we may cause us to lose our customers’ or business partners’ confidence or suffer damage to our reputation, and long-term consumer demand for our products could decline.
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Some risks are difficult or impossible to insure through the insurance programs we use to transfer many of these risks, and the timing of insurance recoveries may not match the timing of our financial loss. In addition, we might not have the functions, processesare subject to risk related to our own execution. This includes risk of disruption caused by operational error including fire, explosion or organizational capability necessaryaccidental contamination as well as our inability to achieve on our anticipated timeframes our strategic ambitionobjectives due to reconfigurecapability or technology deficiencies related to our ongoing reconfiguration of our supply chain andto drive efficiencies toand fuel growth. Further, our ability to supply

multiple markets with a streamlined manufacturing footprint may be negatively impacted by portfolio complexity, significant changes in trade policies, changes in volume produced and changes to regulatory restrictions or labor-related or other constraints on our ability to adjust production capacity in the markets in which we operate. These events could materially and adversely affect our product sales, financial condition, and results of operations.

We are subject to currency exchange rate fluctuations.

At December 31, 2017, we sold our products in approximately 160 countriesoperations and had operations in more than 80 countries. Consequently, a significant portion of our business is exposed to currency exchange rate fluctuations. Our financial results and capital ratios are sensitive to movements in currency exchange rates because a large portion of our assets, liabilities, revenue and expenses must be translated into U.S. dollars for reporting purposes or converted into U.S. dollars to service obligations such as our U.S. dollar-denominated indebtedness and to pay dividends to our shareholders. In addition, movements in currency exchange rates can affect transaction costs because we source product ingredients from various countries. We seek to mitigate our exposure to exchange rate fluctuations, primarily on cross-currency transactions, but our efforts may not be successful. Accordingly, changes in the currency exchange rates that we use to translate our results into U.S. dollars for financial reporting purposes or for transactions involving multiple currencies could materially and adversely affect our financial condition and results of operations.

cash flows.


Commodity and other input prices are volatile and may increase or decrease significantly or availability of commodities may become constrained.


We purchase and use large quantities of commodities, including cocoa, dairy, wheat, palm and other vegetable oils, sugar and other sweeteners, flavoring agents and nuts. In addition, we purchase and use significant quantities of product packaging materials, to package our products and natural gas, fuelsfuel and electricity for our factories and warehouses. Prices for thesewarehouses, and we also incur expenses in connection with the transportation and delivery of our products. Costs of raw materials, other supplies and services and energy are volatile and can fluctuate due to conditions that are difficult to predict. These conditions include global competition for resources, currency fluctuations, politicalgeopolitical conditions or conflicts, tariffs or other trade barriers, government intervention to introduce living income premiums or similar requirements such as those announced in 2019 in two of the main cocoa-growing countries, severe weather, the potential longer-term consequences of climate change on agricultural productivity, crop disease or pests, water risk, health pandemics including COVID-19, forest fires, consumer or industrial demand, and changes in governmental environmental or trade policy and regulations, alternative energy and agricultural programs. IncreasingIncreased government intervention and consumer or activist responses caused by increased focus on climate change, deforestation, water, plastic waste, animal welfare and human rights concerns and other risks associated with the global food system may lead to increased government intervention and consumer or activist responses, and could adversely affect our or our suppliers’ reputation and business and our ability to procure the materials we need to operate our business. Many of theSome commodities we purchase are grown by smallholder farmers and theywho might lack the capacitynot be able to invest to increase productivity or adapt to changing conditions. Although we monitor our exposure to commodity prices and hedge against input price increases, we cannot fully hedge against changes in commodity costs, and our hedging strategies may not protect us from increases in specific raw material costs. Continued volatility in the prices of commodities and other supplies we purchase or changes in the types of commodities we purchase as we continue to evolve our product and packaging portfolio could increase or decrease the costs of our products, and our profitability could suffer as a result. Moreover, increases in the price of our products, including increases to cover higher input, packaging and transportation costs, may result in lower sales volumes, while decreases in input costs could require us to lower our prices and thereby affect our revenues, profits or margins. Likewise, constraints in the supply or availability of key commodities and necessary services such as transportation may limit our ability to grow our net revenues and earnings. If our mitigation activities are not effective, if we are unable to price to cover increased costs or must reduce our prices, or if we are limited by supply or distribution constraints, our financial condition, and results of operations couldand cash flows can be materially adversely affected.

Complying with changes in and inconsistencies among laws and regulations in many countries in which we operate could increase our costs.

Our activities throughout the world are highly regulated and subject to government oversight. Various laws and regulations govern food production, packaging, storage, distribution, sales, advertising, labeling and marketing, as well as licensing, trade, labor, tax and environmental matters, and health and safety practices. Government authorities regularly change laws and regulations as well as their interpretations. Our compliance with new or revised laws and regulations or the interpretation and application of existing laws and regulations could materially and adversely affect our product sales, financial condition and results of operations. For instance, our financial condition and results of operations could be negatively affected by the regulatory and economic impact of changes in taxation and trade relations among the United States and other countries, including any changes to or repeal of the North American Free Trade Agreement, or changes in the European Union such as Brexit.

We may be unable to hire or retain and develop key personnel or a highly skilled and diverse global workforce or manage changes in our workforce.

We must hire, retain and develop effective leaders and a highly skilled and diverse global workforce. We compete to hire new personnel with a variety of capabilities in the many countries in which we manufacture and market our products and then to develop and retain their skills and competencies. Unplanned turnover, failure to attract and develop personnel with key emerging capabilities such ase-commerce and digital marketing skills, or failure to develop adequate succession plans for leadership positions or to hire and retain a diverse global workforce with the skills and in the locations we need to operate and grow our business could deplete our institutional knowledge base and erode our competitiveness. Changes in immigration laws and policies could also make it more difficult for us to recruit or relocate skilled employees.

We also face increased personnel-related risks in connection with implementing the changes in our transformation agenda related to our operating model and business processes, including building a global shared services capability and reconfiguring our supply chain. These risks could lead to operational challenges, including increased competition for employees with the skills we require to achieve our business goals; higher employee turnover, including of employees with key capabilities; and challenges in developing the capabilities necessary to build and effectively execute a shared services function and transform our business processes. Furthermore, we might be unable to manage appropriately changes in, or that affect, our workforce or satisfy the legal requirements associated with how we manage and compensate our employees. This includes our management of employees represented by labor unions or workers’ councils, who represent approximately 64% of our 71,000 employees outside the United States and approximately 28% of our 12,000 U.S. employees. Strikes, work stoppages or other forms of labor unrest by our employees or those of our suppliers or distributors, or situations like the renegotiation of collective bargaining agreements that expired in February 2016 and that cover eight U.S. facilities, could cause disruptions to our supply chain, manufacturing or distribution processes.

These risks could materially and adversely affect our reputation, ability to meet the needs of our customers, product sales, financial condition and results of operations.

Our retail customers are consolidating and we must leverage our value proposition in order to compete against retailer and other economy brands.

Retail customers, such as supermarkets, warehouse clubs and food distributors in the European Union, the United States and other major markets, continue to consolidate, form buying alliances or be acquired by new entrants in the food retail market, resulting in fewer, larger customers. Large retail customers and customer alliances can delist our products or reduce the shelf space allotted to our products and demand lower pricing, increased promotional programs or longer payment terms. Retail customers might also adopt these tactics in their dealings with us in response to the significant growth in online retailing for consumer products, which is outpacing the growth of traditional retail channels. In addition, larger retail customers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer and other economy brands that compete with some of our products. Our products must provide higher quality or value to our consumers than the less expensive alternatives, particularly during periods of economic uncertainty. Consumers may not buy our products if consumers perceive little difference between the quality or value of our products and those of retailer or other economy brands. If consumers switch to purchasing or otherwise prefer the retailer or other economy brands, then we could lose market share or sales volumes, or we may need to shift our product mix to lower margin offerings.

Retail consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance will have a corresponding material adverse effect on us. For example, if our customers cannot access sufficient funds or financing, then they may delay, decrease or cancel purchases of our products, or delay or fail to pay us for previous purchases.

If we do not effectively respond to retail consolidation, increasing retail power and competition from retailer and other economy brands, our reputation, brands, product sales, financial condition and results of operations could be materially and adversely affected.

We are subject to changes in our relationships with significant customers or suppliers.

During 2017, our five largest customers accounted for 15.6% of our net revenues. There can be no assurance that our customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing and develop their own brands. The loss of or disruptions related to significant customers could result in a material reduction in sales or change in the mix of products we sell to a significant customer. This could materially and adversely affect our product sales, financial condition and results of operations.

Additionally, disputes with significant suppliers, including disputes related to pricing or performance, could adversely affect our ability to supply products to our customers or operate our business and could materially and adversely affect our product sales, financial condition and results of operations.

We may decide or be required to recall products or be subjected to product liability claims.

We could decide, or laws or regulations could require us, to recall products due to suspected or confirmed deliberate or unintentional product contamination including contamination of ingredients we use in our products that third parties supply, spoilage or other adulteration, product mislabeling or product tampering. In addition, if another company recalls or experiences negative publicity related to a product in a category in which we compete, consumers might reduce their overall consumption of products in this category. Any of these events could materially and adversely affect our reputation, brands, product sales, financial condition and results of operations.

We may also suffer losses if our products or operations or those of our suppliers violate applicable laws or regulations, or if our or our suppliers’ products cause injury, illness or death. In addition, our marketing could face claims of false or deceptive advertising or other criticism. A significant product liability or other legal judgment against us, a related regulatory enforcement action, a widespread product recall or attempts to manipulate us based on threats related to the safety of our products could materially and adversely affect our reputation and profitability. Moreover, even if a product liability, consumer fraud or other claim is unsuccessful, has no merit or is not pursued, the negative publicity surrounding assertions against our products or processes could materially and adversely affect our reputation, brands, product sales, product inventory, financial condition and results of operations.

We could be subject to legal or tax claims or other regulatory enforcement actions.

We are a large snack food company operating in highly regulated environments and constantly evolving legal, tax and regulatory frameworks around the world. Consequently, we are subject to greater risk of litigation, legal or tax claims, or other regulatory enforcement actions. There can be no assurance that our employees, contractors or agents will not violate policies and procedures we have implemented to promote compliance with existing laws and regulations. Moreover, a failure to maintain effective control environment processes, including in connection with the development of our global shared services capability, could lead to violations, unintentional or otherwise, of laws and regulations. Litigation, legal or tax claims, or regulatory enforcement actions arising out of our failure or alleged failure to comply with applicable laws, regulations or controls, could subject us to civil and criminal penalties that could materially and adversely affect our reputation, product sales, financial condition and results of operations.

We must correctly predict, identify and interpret changes in consumer preferences and demand and offer new and improved products that meet those changes.

Consumer preferences for food and snacking products change continually. Our success depends on our ability to predict, identify and interpret the tastes, dietary habits, packaging, sales channel and other preferences of consumers around the world and to offer products that appeal to these preferences. Moreover, weak economic conditions, recession, equity market volatility or other factors, such as severe weather events, could affect consumer preferences and demand. If we do not offer products that appeal to consumers or if we misjudge consumer demand for our products, our sales and market share will decrease and our profitability could suffer.

We must distinguish between short-term fads and trends and long-term changes in consumer preferences. If we do not accurately predict which shifts in consumer preferences or category trends will be long-term, or if we fail to introduce new and improved products to satisfy those changing preferences, our sales could decline. In addition, because of our varied and geographically diverse consumer base, we must offer an array of products that satisfy the broad spectrum of consumer preferences. If we fail to expand our product offerings successfully across product categories, or if we do not rapidly develop products in faster growing and more profitable categories, demand for our products could decrease and our profitability could suffer.

Prolonged negative perceptions concerning the health, environmental and social implications of certain food products and ingredients could influence consumer preferences and acceptance of some of our products and marketing programs. For example, consumers have increasingly focused on well-being, including reducing sodiumand added sugar consumption. Developing more well-being products and contemporizing our brands by refining their ingredient and nutrition profiles are critical to our growth. In addition, consumer preferences differ by region, and we must monitor and adjust our use of ingredients to respond to these regional preferences. We might be unsuccessful in our efforts to effectively respond to changing consumer preferences and social expectations. Continued negative perceptions and failure to satisfy consumer preferences could materially and adversely affect our reputation, product sales, financial condition and results of operations.


We may not successfully identify, complete or manage strategic transactions.


We regularly evaluate a variety of potential strategic transactions, including acquisitions, divestitures, joint ventures, equity method investments and other strategic alliances that could further our strategic business objectives. We may not successfully identify, complete or manage the risks presented by these strategic transactions. Our success depends, in part, upon our ability to identify suitable transactions; negotiate favorable contractual terms; comply with applicable regulations and receive necessary consents, clearances and approvals (including regulatory and antitrust clearances and approvals); integrate or separate businesses; realize the full extent of the benefits, cost savings or synergies presented by strategic transactions; effectively implement control environment processes with employees joining us as a result of a transaction; minimize adverse effects on existing business relationships with suppliers and customers; achieve accurate estimates of fair value; minimize potential loss of customers or key employees; and minimize indemnities and potential disputes with buyers, sellers and strategic partners. In addition, execution or oversight of strategic transactions may result in the diversion of management attention from our existing business and may present financial, managerial and operational risks.


With respect to acquisitions and joint ventures in particular, we are also exposed to potential risks based on our ability to conform standards, controls, policies and procedures, and business cultures; consolidate and streamline
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operations and infrastructures; identify and eliminate, as appropriate, redundant and underperforming operations and assets; manage inefficiencies associated with the integration of operations; and coordinate timely and ongoing compliance with antitrust and competition laws in the United States, the European Union and other jurisdictions. Joint ventures and similar strategic alliances pose additional risks, as we share ownership in both public and private companies and in some cases management responsibilities with one or more other parties whose objectives for the alliance may diverge from ours over time, who may not have the same priorities, strategies or resources as we do, or whose interpretation of applicable policies may differ from our own. Strategic alliances we have entered into include our investments in JDE Peet's N.V. and Keurig Dr Pepper Inc. Transactions or ventures into which we enter might not meet our financial andnon-financial control and compliance expectations or yield the anticipated benefits. Depending on the nature of the business ventures, including whether they operate globally, these ventures could also be subject to many of the same risks we are, including political, economic, regulatory and compliance risks, currency exchange rate fluctuations, and volatility of commodity and other input prices. Either partner might fail to recognize an alliance relationship that could expose the business to higher risk or make the venture not as productive as expected.


Furthermore, we may not be able to complete, on terms favorable to us, desired or proposed divestitures of businesses that do not meet our strategic objectives or our growth or profitability targets. Our divestiture activities, or related activities such as reorganizations, restructuring programs and transformation initiatives, may require us to recognize impairment charges or to take action to reduce costs that remain after we complete a divestiture. Gains or losses on the sales of, or lost operating income from, those businesses may also affect our profitability.


Any of these risks could materially and adversely affect our business, product sales, financial condition, results of operations and cash flows.

Macroeconomic and Industry Risks

Climate change might adversely impact our supply chain or our operations.

Scientific evidence collected by the Intergovernmental Panel on Climate Change demonstrates that carbon dioxide and other greenhouse gases in the atmosphere have caused and will in the future cause changes in weather patterns around the globe. These changes are expected to increase the frequency of extreme weather events and natural disasters and affect water availability and quality. These impacts increase risks for the global food production and distribution system. Decreased agricultural productivity caused by climate change might limit the availability of the commodities we purchase and use. These include cocoa, which is a critical raw material for our chocolate and biscuit portfolios that is particularly sensitive to changes in climate, as well as other raw materials such as wheat, vegetable oils, sugar, nuts and dairy. Localized weather events such as floods, severe storms or water shortages that are partially caused or exacerbated by climate change are physical risks that might disrupt our business operations or those of our suppliers, their suppliers, or our co-manufacturers or distributors.
Concern about climate change might result in new legal and regulatory requirements to reduce or mitigate the effects of climate change. These changes could increase our operating costs for things like energy or packaging through taxes or regulations, including payments under extended producer responsibility policies. Concern about climate change might cause consumer preferences to switch away from products or ingredients considered to have high climate change impact. Furthermore, we might fail to effectively address increased attention from the media, shareholders, activists and other stakeholders on climate change and related environmental sustainability matters, including deforestation, land use, water use and packaging, including plastic. Finally, the fact that consumers are exposed to rising temperatures could affect demand for our products, such as decreased demand we have experienced for chocolate during periods when temperatures are warmer.
Taken together these risks could materially and adversely affect our ability to meet the needs of our customers, reputation, product sales, financial condition, results of operations and cash flows.

Our retail customers are consolidating, and we must leverage our value proposition in order to compete against retailer and other economy brands.

Retail customers, such as supermarkets, discounters, e-commerce merchants, warehouse clubs and food distributors in the European Union, the United States and other major markets, continue to consolidate, form buying alliances or be acquired by new entrants in the food retail market, resulting in fewer, larger customers. Large retail customers and customer alliances can delist our products or reduce the shelf space allotted to our products and
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demand lower pricing, increased promotional programs or longer payment terms. Retail customers might also adopt these tactics in their dealings with us in response to the significant growth in online retailing for consumer products, which is outpacing the growth of traditional retail channels and has increased further in response to the COVID-19 pandemic. The emergence of alternative online retail channels, such as direct to consumer and e-business to business, may adversely affect our relationships with our large retail and wholesale customers.

In addition, larger retail customers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer and other economy brands that compete with some of our products. Our products must provide higher quality or value to our consumers than the less expensive alternatives, particularly during periods of economic uncertainty. Consumers may not buy our products when they perceive little difference between the quality or value of our products and those of retailer or other economy brands. When consumers prefer or otherwise choose to purchase the retailer or other economy brands, we can lose market share or sales volumes, or we may need to shift our product mix to lower margin offerings.

Retail consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance will have a corresponding material adverse effect on us. For example, if our customers cannot access sufficient funds or financing, then they may delay, decrease or cancel purchases of our products, or delay or fail to pay us for previous purchases.

Failure to effectively respond to retail consolidation, increasing retail power and competition from retailer and other economy brands could materially and adversely affect our reputation, brands, product sales, financial condition, results of operations and cash flows.

We are subject to changes in our relationships with significant customers, suppliers and distributors.

During 2020, our five largest customers accounted for 17.5% of our net revenues. There can be no assurance that our customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past, particularly as increasingly powerful retailers continue to demand lower pricing and develop their own brands. The loss of or disruptions related to significant customers could result in a material reduction in sales or change in the mix of products we sell to a significant customer. This could materially and adversely affect our product sales, financial condition, results of operations and cash flows.

Disputes with significant suppliers or distributors, including disputes related to pricing or performance, could adversely affect our ability to supply or deliver products to our customers or operate our business and could materially and adversely affect our product sales, financial condition and results of operations.

In addition, the financial condition of our significant customers, suppliers and distributors are affected by events that are largely beyond our control such as the COVID-19 pandemic. Deterioration in the financial condition of significant customers, suppliers or distributors could materially and adversely affect our product sales, financial condition, results of operations and cash flows.


We may be unable to hire or retain and develop key personnel or a highly skilled and diverse global workforce or effectively manage changes in our workforce and respond to shifts in labor availability.

We must hire, retain and develop effective leaders and a highly skilled and diverse global workforce. We compete to hire new personnel with a variety of capabilities in the many countries in which we manufacture and market our products and then to develop and retain their skills and competencies. Unplanned or increased turnover of employees with key capabilities, failure to attract and develop personnel with key emerging capabilities such as e-commerce and digital marketing skills, or failure to develop adequate succession plans for leadership positions or to hire and retain a workforce with the skills and in the locations we need to operate and grow our business could deplete our institutional knowledge base and erode our competitiveness. We could face unforeseen challenges in the availability of labor, such as we have experienced since the outbreak of COVID-19. Changes in our operating model and business processes, including building a winning growth culture, implementing our “local first” commercial approach, utilizing our global shared services capability and reconfiguring our supply chain, could lead to operational challenges and changes in the skills we require to achieve our business goals. Failure to achieve a more diverse workforce and leadership team, compensate our employees competitively and fairly or maintain a safe and inclusive environment could affect our reputation and also result in lower performance and an inability to retain valuable employees.

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We must address changes in, and that affect, our workforce and satisfy the legal requirements associated with how we manage and compensate our employees. This includes our management of employees represented by labor unions or workers’ councils, who represent approximately 63% of our 67,000 employees outside the United States and approximately 26% of our 12,000 U.S. employees. Strikes, work stoppages or other forms of labor unrest by our employees or those of our suppliers or distributors, or situations like the renegotiation of collective bargaining agreements, could cause disruptions to our supply chain, manufacturing or distribution processes. Changes in immigration laws and policies, including in connection with Brexit, or restrictions such as those imposed in connection with the COVID-19 pandemic could also make it more difficult for us to recruit or relocate skilled employees.

These risks could materially and adversely affect our reputation, ability to meet the needs of our customers, product sales, financial condition, results of operations and cash flows.

Legal and Regulatory Risks

We face risks related to complying with changes in and inconsistencies among laws and regulations in many countries in which we operate.

Our activities around the world are highly regulated and subject to government oversight. Various laws and regulations govern food production, packaging and waste management, storage, distribution, sales, advertising, labeling and marketing, as well as intellectual property, competition, antitrust, trade, labor, tax and environmental matters, privacy, data protection, and health and safety practices. Government authorities regularly change laws and regulations as well as their interpretations of existing laws and regulations. Our failure to comply with existing laws and regulations, or to make changes necessary to comply with new or revised laws and regulations or evolving interpretations and application of existing laws and regulations, could materially and adversely affect our product sales, financial condition, results of operations and cash flows. For instance, our financial condition, results of operations and cash flows could be negatively affected by the regulatory and economic impact of changes in the corporate tax policies of the United States and other countries; trade relations among the United States and other countries, including China, Mexico and the European Union; and changes within the European Union such as Brexit.

In connection with Brexit, on December 24, 2020, the European Union and the United Kingdom reached an agreement on a new trade arrangement that became effective on January 1, 2021. Main trade provisions include the continuation of no tariffs or quotas on trade between the U.K. and E.U. so long as we meet prescribed trade terms. We will also need to meet product and labeling standards for both the U.K. and E.U. The U.K. may also set its own trade policies with countries such as the United States, Australia and New Zealand that currently do not have free trade agreements with the E.U. Cross-border trade between the U.K. and E.U. will be subject to new customs regulations, documentation and reviews. We anticipate increased shipping costs and near-term delays because of the need for ongoing customs inspections and related procedures. Our supply chain in this market relies on imports of raw and packaging materials as well as finished goods. Volatility in foreign currencies and other markets may also arise as the U.K. and E.U. work though the new trade arrangements. Once the new rules are formalized, there could be other near- or long-term negative impacts. Any disagreements on trade terms or supply chain or distribution delays or other disruptions could negatively affect our U.K. business. (See Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Outlook – Brexit for more information.)

We may decide or be required to recall products or be subjected to product liability claims.

We could decide, or laws or regulations could require us, to recall products due to suspected or confirmed deliberate or unintentional product contamination, including contamination of ingredients we use in our products that third parties supply, spoilage or other adulteration, product mislabeling or product tampering. These risks could be heightened in light of increased pressure on our suppliers from the COVID-19 pandemic. On-site quality audits of third parties such as suppliers, external manufacturers and trademark licensees have been limited by travel restrictions and heightened safety protocols in light of COVID-19, and remote audits do not fully offset risks from the inability to conduct on-site audits. In addition, if another company recalls or experiences negative publicity related to a product in a category in which we compete, consumers might reduce their overall consumption of products in this category. Any of these events could materially and adversely affect our reputation, brands, product sales, financial condition, results of operations and cash flows.

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We may also suffer losses when our products or operations or those of our suppliers violate applicable laws or regulations, or when our or our suppliers’ products cause injury, illness or death. In addition, our marketing could face claims of false or deceptive advertising or other criticism. A significant product liability claim or other legal judgment against us, a related regulatory enforcement action, a widespread product recall or attempts to manipulate us based on threats related to the safety of our products could materially and adversely affect our reputation and profitability. Moreover, even if a product liability, consumer fraud or other claim is unsuccessful, has no merit or is not pursued, the negative publicity surrounding assertions against our products or processes could materially and adversely affect our reputation, brands, product sales, product inventory, financial condition, results of operations and cash flows, and we could incur significant expense responding to such a claim.

We face risks related to legal or tax claims or other regulatory enforcement actions.

We are a large snack food company operating in highly regulated environments and constantly evolving legal, tax and regulatory frameworks around the world. Consequently, we are subject to greater risk of litigation, legal or tax claims or other regulatory enforcement actions. We have implemented policies and procedures designed to promote compliance with existing laws and regulations; however, there can be no assurance that we maintain effective control environment processes, including in connection with our global shared services capability. Actions by our employees, contractors or agents in violation of our policies and procedures could lead to violations, unintentional or otherwise, of laws and regulations. When litigation, legal or tax claims or regulatory enforcement actions arise out of our failure or alleged failure to comply with applicable laws, regulations or controls, we could be subject to civil and criminal penalties that could materially and adversely affect our reputation, product sales, financial condition, results of operations and cash flows. Even if a claim is unsuccessful, without merit or not pursued to completion, the cost of responding to such a claim, including expenses and management time, could adversely affect us. Furthermore, as a result of the COVID-19 pandemic, there may be investigations, legal claims or litigation against us relating to our actions or decisions in response to the pandemic.

We could fail to maintain effective internal control over financial reporting.


The accuracy of our financial reporting depends on the effectiveness of our internal control over financial reporting. Internal control over financial reporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements and may not prevent or detect misstatements because of its inherent limitations. These limitations include, among others, the possibility of human error, inadequacy or circumvention of controls and fraud. If we do not maintain effective internal control over financial reporting or design and implement controls sufficient to provide reasonable assurance with respect to the preparation and fair presentation of our financial statements, including in connection with controls executed for us by third parties, we might fail to timely detect any misappropriation of corporate assets or inappropriate allocation or use of funds and could be unable to file accurate financial reports on a timely basis. As a result, our reputation, results of operations and stock price could be materially adversely affected.


We face risks related to adequately protecting our valuable intellectual property rights.

We consider our intellectual property rights, particularly and most notably our trademarks, but also our patents, copyrights, registered designs, proprietary trade secrets, recipes, technology, know-how and licensing agreements, to be a significant and valuable part of our business. We attempt to protect our intellectual property rights by taking advantage of a combination of patent, trademark, copyright and trade secret laws in various countries, as well as licensing agreements, third-party nondisclosure and assignment agreements and policing of third-party misuses and infringement of our intellectual property. Our failure to obtain or adequately protect our intellectual property rights, or any change in law or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness and could materially harm our business and financial condition.

We may be unaware of potential third-party claims of intellectual property infringement relating to our technology, brands or products. Any litigation regarding patents or other intellectual property could be costly and time-consuming and could divert management’s and other key personnel’s attention from our business operations. Third-party claims of intellectual property infringement might require us to pay monetary damages or enter into costly license agreements. We also may be subject to injunctions against development and sale of certain of our products, which could include removal of existing products from sale. Any of these occurrences could materially and adversely affect our reputation, brand health, ability to introduce new products or improve the quality of existing products, product sales, financial condition, results of operations and cash flows.

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Financial Risks

We face risks related to tax matters, including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes.

In December 2017, the United States enacted tax reform legislation (“U.S. tax reform”). The legislation implements many new U.S. domestic and international tax provisions. The Internal Revenue Service (“IRS”), the U.S. Treasury Department and numerous state governments issued additional guidance during 2018, 2019 and 2020. We have factored the original 2017 legislation as well as the additional guidance into our 2017 through 2020 financial results of operations as applicable. As of January 2021, there is a new president of the United States, and his campaign included proposed changes to U.S. tax legislation. Adoption of new U.S. tax rules could have a material adverse effect on us.

In addition, tax legislation enacted by foreign jurisdictions could significantly affect our ongoing operations. For example, during the third quarter of 2019, Swiss Federal and Zurich Cantonal events took place that resulted in enacted tax law changes under U.S. GAAP (“Swiss tax reform”). The new legislation is intended to replace certain preferential tax regimes with a new set of internationally accepted measures. We will continue to monitor Swiss tax reform for any additional interpretative guidance that could result in changes to the amounts we have recorded. Further, foreign tax authorities could impose rate changes along with additional corporate tax provisions that would disallow or tax perceived base erosion or profit shifting payments or subject us to new types of taxes such as digital taxes. Aspects of U.S. tax reform may lead foreign jurisdictions to respond by enacting additional tax legislation that is unfavorable to us.

Adverse changes in the underlying profitability or financial outlook of our operations in several jurisdictions could lead to changes in the realizability of our deferred tax assets and result in a charge to our income tax provision. Additionally, changes in tax laws in the U.S. or in other countries where we have significant operations could materially affect deferred tax assets and liabilities and our income tax provision.

We are also subject to tax audits by governmental authorities. Although we believe our tax estimates are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liabilities, including interest and penalties. Unexpected results from one or more such tax audits could significantly adversely affect our income tax provision, results of operations and cash flows.

We are subject to currency exchange rate fluctuations.

At December 31, 2020, we sold our products in over 150 countries and had operations in approximately 80 countries. Consequently, a significant portion of our business is exposed to currency exchange rate fluctuations. Our financial results and capital ratios are sensitive to movements in currency exchange rates because a large portion of our assets, liabilities, revenue and expenses must be translated into U.S. dollars for reporting purposes or converted into U.S. dollars to service obligations such as our U.S. dollar-denominated indebtedness and to pay dividends to our shareholders. In addition, movements in currency exchange rates affect transaction costs because we source product ingredients from various countries. Our efforts to mitigate our exposure to exchange rate fluctuations, primarily on cross-currency transactions, may not be successful. We hedge a number of risks including exposures to foreign exchange rate movements and volatility of interest rates that could impact our future borrowing costs. Hedging of these risks could potentially subject us to counter-party credit risk. In addition, local economies, monetary policies and currency hedging availability affect our ability to hedge against currency-related economic losses. We might not be able to successfully mitigate our exposure to currency risks due to factors such as continued global and local market volatility, actions by foreign governments, political uncertainty, inflation and limited hedging opportunities. Accordingly, changes in the currency exchange rates that we use to translate our results into U.S. dollars for financial reporting purposes or for transactions involving multiple currencies could materially and adversely affect future demand for our products, our financial condition, results of operations and cash flows, and our relationships with customers, suppliers and employees in the short or long-term.

Weak financial performance, downgrades in our credit ratings, illiquid global capital markets and volatile global economic conditions could limit our access to the global capital markets, reduce our liquidity and increase our borrowing costs.


We access the long-term and short-term global capital markets to obtain financing. Our financial performance, our short-and long-term debt credit ratings, interest rates, the stability of financial institutions with which we partner, the
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liquidity of the overall global capital markets and the state of the global economy, including the food industry, could affect our access to, and the availability or cost of, financing on acceptable terms and conditions and our ability to pay dividends in the future. There can be no assurance that we will have access to the global capital markets on terms we find acceptable.


We regularly access the commercial paper markets in the United States and Europe for ongoing funding requirements. A downgrade in our credit ratings by a credit rating agency could increase our borrowing costs and adversely affect our ability to issue commercial paper. Disruptions in the global commercial paper market or other effects of volatile economic conditions on the global credit markets also could reduce the amount of commercial paper that we could issue and raise our borrowing costs for both short- and long-term debt offerings.


Limitations on our ability to access the global capital markets, a reduction in our liquidity or an increase in our borrowing costs could materially and adversely affect our financial condition and results of operations.


Volatility in the equity markets, interest rates, our participation in multiemployer pension plans and other factors could increase our costs relating to our employees’ pensions.


We sponsor a number of defined benefit pension plans for a number of our employees throughout the world and also contribute toward ourto other employees’ pensions under defined benefit plans that we do not sponsor. At the end of 2017,2020, the projected benefit obligation of the defined benefit pension plans we sponsor was $12.6$13.5 billion and plan assets were $11.0$12.9 billion.


For defined benefit pension plans that we maintain, the difference between plan obligations and assets, or the funded status of the plans, significantly affects the net periodic benefit costs of our pension plans and the ongoing funding requirements of those plans. Our largest funded defined benefit pension plans are funded with trust assets invested in a globally diversified portfolio of investments, including equities and corporate and government debt. Among other factors, changes in interest rates, mortality rates, early retirement rates, investment returns, funding requirements in the jurisdictions in which the plans operate and the market value of plan assets can affect the level of plan funding, cause volatility in the net periodic pension cost and increaseimpact our future funding requirements. Legislative and other governmental regulatory actions may also increase funding requirements for our pension plans’ benefits obligation. Volatility in the global capital markets may increase the risk that we will be required to make additional cash contributions to thethese company-sponsored pension plans and recognize further increases in our net periodic pension cost.


We also participate in multiemployer pension plans. Our exposureplans for certain U.S. union-represented employees. As a participating employer under thosemultiemployer pension plans, we may extend beyond what our obligation would be with respect to our own employees. Ourowe more than the contributions to a multiemployer plan may increase beyond our bargaining obligations depending on the financial condition of the multiemployer plan and the financial viability of other employers in the plan. We may bewe are required to participate in fundingmake under the unfunded obligations of the plan allocable to a withdrawing employer, and our costs might increase as a result. Further,applicable collective bargaining agreements. For example, if we partially or completely withdraw from a multiemployer pension plan, we may be required to pay a partial or complete withdrawal liability.liability, such as the withdrawal liability we are paying in connection with our complete withdrawal from the Bakery and Confectionery Union and Industry International Pension Fund in 2018. This kind of withdrawal liability will generally increase if there is also a mass withdrawal of other participating employers or if the plan terminates. (SeeSee Note 9,11, Benefit Plans, to the consolidated financial statements for more information on our multiemployer pension plans.)


A significant increase in our pension benefit obligations or funding requirements could curtail our ability to invest in the business and adversely affect our financial condition, and results of operations.

Our failure to protect our valuable intellectual property rights could reduce the value of our productsoperations and brands.

We consider our intellectual property rights, particularly and most notably our trademarks, but also our patents, trade secrets, copyrights and licensing agreements, to be a significant and valuable part of our business. We attempt to protect our intellectual property rights by taking advantage of a combination of patent, trademark, copyright and trade secret laws in various countries, as well as licensing agreements, third party nondisclosure and assignment agreements and policing of third party misuses of our intellectual property. Our failure to obtain or adequately protect our intellectual property rights, or any change in law or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness and could materially harm our business.

We may be unaware of third party claims of intellectual property infringement relating to our technology, brands or products. Any litigation regarding patents or other intellectual property could be costly and time-consuming and could divert management’s and other key personnel’s attention from our business operations. Third party claims of intellectual property infringement might require us to pay monetary damages or enter into costly license agreements. We also may be subject to injunctions against development and sale of certain of our products. Any of these occurrences could materially and adversely affect our reputation, ability to introduce new products or improve the quality of existing products, product sales, financial condition and results of operations.

cash flows.

Item 1B. Unresolved Staff Comments.


None.


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Item 2. Properties.


On December 31, 2017,2020, we had approximately 138133 manufacturing and processing facilities in 5145 countries and 108111 distribution centers and depots worldwide.worldwide that we owned or leased. During 2017, we disposed2020, the number of 12 manufacturing facilities mainly in business divestituresincreased by 7 and we reduced the number of distribution centers we own or leasefacilities increased by 22.1 due in part to our acquisition of Give & Go in 2020. In addition to our owned or leased properties, listed below, we also utilize a highly distributed network of warehouses and distribution centers that are owned or leased by third party logistics partners, contract manufacturers,co-packers or other strategic partners. We believe we have or will add sufficient capacity to meet our planned operating needs. It is our practice to maintain all of our plants and other facilities in good condition.

                                                  
   As of December 31, 2017 
   Number of   Number of 
   Manufacturing   Distribution 
   Facilities   Facilities 

Latin America(1)

   17    3 

AMEA

   49    32 

Europe

   57    14 

North America

   15    59 
  

 

 

   

 

 

 

Total

   138    108 
  

 

 

   

 

 

 

Owned

   125    15 

Leased

   13    93 
  

 

 

   

 

 

 

Total

   138    108 
  

 

 

   

 

 

 

(1)Excludes our deconsolidated Venezuela operations. See Note 1,Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting: Venezuela,for additional information.
 As of December 31, 2020
Number of
Manufacturing
Facilities
Number of
Distribution
Facilities
Latin America (1)
12 12 
AMEA43 31 
Europe55 
North America23 60 
Total133 111 
Owned116 14 
Leased17 97 
Total133 111 

(1)Excludes our deconsolidated Venezuela operations. Refer to Note 1, Summary of Significant Accounting Policies, for more information.

Item 3. Legal Proceedings.


Information regarding legal proceedings is available in Note 12,14, Commitments and Contingencies, to the consolidated financial statements in this report.


Item 4. Mine Safety Disclosures.


Not applicable.


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PART II


Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.


We have listed ourare proud members of the Standard and Poor's 500 and Nasdaq 100. Our Common Stock is listed on The Nasdaq Global Select Market under the symbol “MDLZ.” At January 31, 2018,29, 2021, there were 52,57243,367 holders of record of our Common Stock. Information regarding the market price

Comparison of our Common Stock and dividends declared during the last two fiscal years is included in Note 17,Quarterly Financial Data (Unaudited), to the consolidated financial statements.

Comparison ofFive-Year Cumulative Total Return


The following graph compares the cumulative total return on our Common Stock with the cumulative total return of the S&P 500 Index and the Mondelēz International performance peer group index. The graph assumes, in each case, that an initial investment of $100 is made at the beginning of the five-year period. The cumulative total return reflects market prices at the end of each year and the reinvestment of dividends each year.

As of December 31,

    Mondelēz  
  International  
         S&P 500           Performance  
  Peer Group  
 

2012

  $100.00   $100.00   $100.00 

2013

   141.09    132.39    119.11 

2014

   147.56    150.51    128.15 

2015

   185.03    152.59    131.35 

2016

   186.08    170.84    135.12 

2017

   183.14    208.14    156.68 


mdlz-20201231_g3.jpg
As of December 31,Mondelēz
International
S&P 500Performance
Peer Group
2015$100.00 $100.00 $100.00 
2016100.57 111.96 104.70 
201798.98 136.40 121.55 
201894.75 130.42 114.36 
2019133.06 171.49 145.00 
2020144.48 203.04 158.62 

The Mondelēz International performance peer group consists of the following companies considered our market competitors or that have been selected on the basis of industry, global focus or industry leadership: Campbell Soup Company, TheCoca-Cola Company, Colgate-Palmolive Company, Danone S.A., General Mills, Inc., The Hershey Company, Kellogg Company, The Kraft Heinz Company, Nestlé S.A., PepsiCo, Inc., The Procter & Gamble Company and Unilever PLC. The Kraft Heinz Company performance history is included for 2016 and 2017through 2020 only as the company was formed in 2015.

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Issuer Purchases of Equity Securities

Our stock repurchase activity for each of the three months in the quarter ended December 31, 20172020 was:

                                                                        

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)
 

October1-31, 2017

   1,227,255   $41.00    1,219,740   $978,678,089 

November1-30, 2017

   1,310,860    42.78    1,308,300    922,700,280 

December1-31, 2017

   6,510,143    43.08    6,477,334    643,678,089 
  

 

 

     

 

 

   

For the Quarter Ended
December 31, 2017

   9,048,258    42.75    9,005,374   
  

 

 

     

 

 

   

(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 stock and deferred stock units that vested, totaling 7,515 shares, 2,560 shares and 32,809 shares for the fiscal months of October, November and December 2017, 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 11,Capital Stock.

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)
October 1-31, 202060,320 $57.57 — $2,450 
November 1-30, 20205,488,346 57.92 5,454,165 2,138 
December 1-31, 20206,704,171 57.90 6,699,294 5,750 
For the Quarter Ended
December 31, 2020
12,252,837 57.71 12,153,459 
(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 deferred stock units that vested, totaling 60,320 shares, 34,181 shares and 4,877 shares for the fiscal months of October, November and December 2020, respectively.

(2)Dollar values stated in millions. Our Board of Directors has authorized the repurchase of $23.7 billion of our Common Stock through December 31, 2023. Authorizations to increase and extend the program duration included: $4.0 billion on December 2, 2020, $6.0 billion on January 31, 2018, $6.0 billion on July 29, 2015, $1.7 billion on December 3, 2013, $6.0 billion on August 6, 2013 (cumulatively including amounts authorized on March 12, 2013) and the lesser of 40 million shares and $1.2 billion on March 12, 2013. Since the program inception on March 12, 2013 through December 31, 2020, we have repurchased $17.9 billion, and as of December 31, 2020, we had $5.8 billion share repurchase authorization remaining. See related information in Note 13, Capital Stock and in Management's Discussion and Analysis of Financial Condition and Results of Operations – Equity and Dividends.
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Item 6.   Selected Financial Data


Mondelēz International, Inc.

Selected Financial Data – Five Year Review(1)

   2017   2016   2015   2014   2013 
   (in millions, except per share and employee data) 

Continuing Operations(2)

          

Net revenues

  $  25,896   $  25,923   $  29,636   $34,244   $35,299 

Earnings from continuing operations, net of taxes

   2,936    1,669    7,291    2,201    2,332 

Net earnings attributable to Mondelēz International:

          

Per share, basic

   1.93    1.07    4.49    1.29    1.30 

Per share, diluted

   1.91    1.05    4.44    1.28    1.29 

Cash Flow and Financial Position(3)

          

Net cash provided by operating activities

   2,593    2,838    3,728    3,562    6,410 

Capital expenditures

   1,014    1,224    1,514    1,642    1,622 

Property, plant and equipment, net

   8,677    8,229    8,362    9,827    10,247 

Total assets

   63,109    61,538    62,843    66,771    72,464 

Long-term debt

   12,972    13,217    14,557    13,821    14,431 

Total Mondelēz International shareholders’ equity

   26,111    25,161    28,012    27,750    32,373 

Shares outstanding at year end(4)

   1,488    1,528    1,580    1,664    1,705 

Per Share and Other Data

          

Book value per shares outstanding

   17.55    16.47    17.73    16.68    18.99 

Dividends declared per share(5)

   0.82    0.72    0.64    0.58    0.54 

Common Stock closing price at year end

   42.80    44.33    44.84    36.33    35.30 

Number of employees

   83,000    90,000    99,000    104,000    107,000 

(1)The selected financial data should be read in conjunction withManagement’s Discussion and Analysis of Financial Condition andResults of Operations and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form10-K and Annual Reports on Form10-K for earlier periods. A significant portion of our business is exposed to currency exchange rate fluctuation as a large portion of our assets, liabilities, revenue and expenses must be translated into U.S. dollars for reporting purposes. Refer toManagement’s Discussion and Analysis of Financial Condition andResults of Operations for a discussion of operating results on a constant currency basis where noted.
(2)Significant items impacting the comparability of our results from continuing operations include:Spin-Off Costs in 2013-2014; restructuring programs in 2013-2017; cost savings initiatives in 2013; the contribution of our global coffee businesses and investment in JDE and related gain in 2015; gain on equity method investment transactions in 2016-2017; other divestitures and sales of property in 2013 and 2015-2017; acquisitions in 2013 and 2015-2016; the Cadbury acquisition-related Integration Program in 2013-2014; the benefit from the Cadbury acquisition-related indemnification resolution in 2013; losses on debt extinguishment in 2013-2017; unrealized gains on the coffee business transaction currency hedges in 2014-2015; debt tender offers completed in 2013-2016; loss on deconsolidation of Venezuela in 2015; the remeasurement of net monetary assets in Venezuela in 2013-2015; accounting calendar changes in 2013 and 2015; impairment charges related to intangible assets in 2014-2017; losses related to interest rate swaps in 2015-2016; benefits from the resolution of tax matters in 2017; CEO transition remuneration in 2017; malware incident incremental expenses in 2017; and our provision for income taxes in all years, including the U.S. tax reform discrete net tax benefit in 2017. Please refer to Notes 1,Summary of Significant Accounting Policies; 2,Divestitures and Acquisitions; 5,Goodwill and Intangible Assets; 6,2014-2018 Restructuring Program; 7,Debt and Borrowing Arrangements; 8,Financial Instruments; 12,Commitments and Contingencies; 14,Income Taxes; and 16,Segment Reporting, for additional information regarding items affecting comparability of our results from continuing operations.
(3)Items impacting comparability primarily relate to the Keurig and JDE coffee business transactions in 2014-2016, the loss on deconsolidation of Venezuela in 2015 and the receipt of net cash proceeds from the resolution of the Starbucks arbitration in 2013. Refer to the Annual Report on Form10-K for the year ended December 31, 2015, for additional information on the resolution of the Starbucks arbitration in 2013. Beginning in 2015, debt issuance costs related to recognized debt liabilities were recorded as a deduction from the related debt obligations instead of as long-term other assets on the consolidated balance sheet. We made this reclassification in the prior periods presented for consistency.
(4)Refer to Note 11,Capital Stock, for additional information on our share repurchase program in 2013-2017.
(5)Refer to theEquity and Dividends section withinManagement’sDiscussion and Analysis of Financial Conditionand Results of Operations for information on our dividends.

20202019201820172016
 (in millions, except per share and employee data)
Continuing Operations (2)
Net revenues$26,581 $25,868 $25,938 $25,896 $25,923 
Earnings from continuing operations,
net of taxes
3,569 3,944 3,331 2,813 1,683 
Net earnings attributable to
Mondelēz International
3,555 3,929 3,317 2,799 1,673 
Per share, basic2.48 2.72 2.25 1.85 1.08 
Per share, diluted2.47 2.69 2.23 1.83 1.06 
Cash Flow and Financial Position (3)
Net cash provided by operating activities3,964 3,965 3,948 2,593 2,838 
Capital expenditures863 925 1,095 1,014 1,224 
Property, plant and equipment, net9,026 8,733 8,482 8,677 8,229 
Total assets67,810 64,515 62,618 62,907 61,460 
Long-term debt17,276 14,207 12,532 12,972 13,217 
Total Mondelēz International
shareholders’ equity
$27,578 $27,241 $25,526 $25,945 $25,096 
Shares outstanding at year end (4)
1,419 1,435 1,451 1,488 1,528 
Per Share and Other Data
Book value per shares outstanding$19.43 $18.98 $17.59 $17.44 $16.42 
Dividends declared per share (5)
$1.20 $1.09 $0.96 $0.82 $0.72 
Common Stock closing price at year end$58.47 $55.08 $40.03 $42.80 $44.33 
Number of employees79,000 80,000 80,000 83,000 90,000 
(1)The selected financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition andResults of Operations and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K and Annual Reports on Form 10-K for earlier periods. During 2020, we moved to a quarter lag for recording Jacobs Douwe Egberts ("JDE") and JDE Peet's N.V. ("JDE Peet's") results and we recast all prior periods since the inception of our investment in JDE in 2015 on the same quarter lag basis. Please see Note 7, Equity Method Investments, for more information. During 2018, we adopted the new revenue recognition accounting standard update, and it did not have a material impact on any reported periods. During 2019, we adopted the new lease accounting standard and related updates. Please also refer to our previously filed Annual Reports on Form 10-K for additional information. A significant portion of our business is exposed to currency exchange rate fluctuation as a large portion of our assets, liabilities, revenue and expenses must be translated into U.S. dollars for reporting purposes. Refer to Management’s Discussion and Analysis of Financial Condition andResults of Operations for a discussion of operating results on a constant currency basis where noted.
(2)Significant items impacting the comparability of our results from continuing operations include: the Simplify to Grow Program; costs associated with JDE Peet's transaction in 2020, gain/loss on equity method investment transactions in 2016-2020; other divestitures and sales of property in 2016-2020; acquisitions in 2016 and 2018-2020; losses on debt extinguishment in 2016-2018 and 2020; debt tender offers completed in 2016, 2018 and 2020; the remeasurement of net monetary position in Argentina in 2018-2020; impairment charges related to intangible assets in 2016-2020; losses or gains related to interest rate swaps in 2016 and 2018-2020; impacts from the resolution of tax matters in 2017-2018; impacts from pension participation changes in 2018-2020; CEO transition remuneration in 2017-2019; malware incident incremental expenses in 2017; and our provision for income taxes in all years, including the U.S. tax reform discrete net tax benefits or expenses in primarily 2017-2018 and Swiss tax reform net impacts in 2019. Please refer to Note 1, Summary of Significant Accounting Policies; Note 2, Acquisitions and Divestitures; Note 5, Leases; Note 6, Goodwill and Intangible Assets; Note 7, Equity Method Investments; Note 8, Restructuring Program; Note 9, Debt and Borrowing Arrangements; Note 10, Financial Instruments; Note 11, Benefit Plans; Note 14, Commitments and Contingencies; Note 16, Income Taxes; and Note 18, Segment Reporting, and our Annual Reports on Form 10-K for earlier periods for additional information regarding items affecting comparability of our results from continuing operations.
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(3)Items impacting comparability primarily relate to and acquisitions and divestitures during 2016-2020 and the Keurig and JDE coffee business transactions in 2016. Please refer to Note 2, Acquisitions and Divestitures, and our previously filed Annual Reports on Form 10-K for additional information.
(4)Refer to Note 13, Capital Stock, for additional information on our share repurchase program activity.
(5)Refer to the Equity and Dividends section within Management’sDiscussion and Analysis of Financial Conditionand Results of Operations for information on our dividends.

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Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.


The following discussion and analysis contains forward-looking statements. It should be read in conjunction with the other sections of this Annual Report on Form10-K, including the consolidated financial statements and related notes contained in Item 8,Forward-Looking Statements and Item 1A,Risk Factors.

Description


Overview of the Company

Business and Strategy


We manufacturemake and marketsell primarily snack food products,snacks, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy, andas well as various cheese & grocery and powdered beverage products around the world.

We aim to be the global leader in snacking. Our strategy is to drive long-term growth by focusing on three strategic priorities: accelerating consumer-centric growth, driving operational excellence and creating a winning growth culture. We believe the successful implementation of our strategic priorities and leveraging of our strong foundation of iconic global and local brands, an attractive global footprint, our market leadership in developed and emerging markets, our deep innovation, marketing and distribution capabilities, and our efficiency and sustainability efforts, will drive top- and bottom-line growth, enabling us to continue to create long-term value for our shareholders.

For more detailed information on our business and strategy, refer to Item 1, Business.

Recent Developments and Significant Items Affecting Comparability

COVID-19

We have been actively monitoring the outbreak of COVID-19 and its impact globally. Our highest priorities continue to be the safety of our employees and working with our employees and network of suppliers and customers to help maintain the global food supply chain.

During 2020, we experienced a significant increase in demand and revenue growth in certain markets as consumers increased their food purchases for in-home consumption. Results were particularly strong in modern trade (such as large grocery supermarkets and retail chains) and e-commerce, and especially for categories such as biscuits. Other parts of our business were negatively affected by mandated lockdowns and other related restrictions including some of our emerging markets with a greater concentration of traditional trade (such as small family-run stores) as well as powderedour world travel retail (such as international duty-free stores) and foodservice businesses. During the second quarter especially, lockdowns and other related measures or restrictions had a negative impact on emerging markets with a greater concentration of traditional trade due to store closures (particularly in our Latin America region as well as parts of our AMEA region) as well as in categories like gum and candy, which are more traditionally purchased and consumed out of home. In the second half of the year, demand grew in both developed and emerging markets as the negative impacts of COVID-19 during the second quarter subsided and a number of our key markets returned to higher growth. A sharp reduction in global travel continues to negatively impact our world travel retail business, and lower out-of-home consumption continues to negatively impact our foodservice business as well as sales of our gum and candy products. During 2020, we also experienced temporary disruptions in operations in some of our emerging markets that were not material to our consolidated results. We discuss these and other impacts of COVID-19 below.

Our Employees, Customers and Communities
We have taken a number of actions to promote the health and safety of our employees, customers and consumers, which is our first priority:
We implemented enhanced protocols to provide a safe and sanitary working environment for our employees. In many locations, our employees are working remotely whenever possible. For employees who are unable to work remotely, we have adopted a number of heightened protocols, consistent with those prescribed by the World Health Organization, related to social distancing (including staggering lunchtimes and shifts where possible and restricting in-person gatherings and non-essential travel) and enhanced hygiene and workplace sanitation. At a local level, we have also provided additional flexibility and support to employees in our manufacturing facilities, distribution and logistics operations and sales organization.
We have been hiring frontline employees in the U.S. and other locations to meet additional marketplace demand and promote uninterrupted functioning of our manufacturing, distribution and sales network. 
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We increased our $15 million global commitment to assist those most impacted by COVID-19 to approximately $28 million to date. We have been supporting local and global organizations that are responding to food instability and providing emergency relief.

Our Supply Chain and Operations
We operate in the food and beverages industry and are part of the global food supply chain. One of our main objectives during the pandemic is to maintain the availability of our products to meet the needs of our consumers. In response to increased demand, we have increased production and, to date, we have not experienced material disruptions in our supply chain or operations:
We were able to leverage learnings from our timely response to the initial outbreak in China, and we put in place procedures across our supply chain to help mitigate the risk that our manufacturing sites will experience material closures or disruptions.
We have been able to continue to source raw ingredients, packaging, energy and transportation and deliver our products to our customers.
We have not experienced material disruptions in our workforce; however, mandatory and voluntary stay-at-home restrictions have resulted in increased levels of absenteeism.
Commodity costs have become more volatile due to the COVID-19 outbreak. Although we monitor our exposure to commodity prices and hedge against input price increases, we cannot fully hedge against changes in commodity costs, and our hedging strategies may not protect us from increases in specific raw material costs. We anticipate continued commodity cost volatility as the pandemic continues.
We have experienced temporary disruptions in operations in some of our emerging markets. The disruptions were not material to our consolidated results for 2020. In the future, the ongoing COVID-19 outbreak could disrupt our global supply chain, operations and routes to market or those of our suppliers, their suppliers, or our co-manufacturers or distributors. These disruptions or our failure to effectively respond to them could increase product or distribution costs, prices and potentially affect the availability of our products.
Our 2020 net revenue and net earnings in U.S. dollars were negatively affected by currency translation losses from a generally stronger U.S. dollar relative to other currencies in the countries in which we operate.
During the second quarter of 2020, we incurred higher operating costs primarily for labor, customer service and logistics, security, personal protective equipment and cleaning. In the second half of 2020, our spending in these areas was significantly less but still above pre-COVID levels. We continued to incur higher costs in these areas in response to the ongoing pandemic as we worked to protect our employees and deliver our products timely and safely to our customers. Most other aspects of our global supply chain and operations did not change materially during 2020. While we have not had material disruptions to date, we do not know whether or how our supply chain or operations may be negatively affected if the pandemic persists for an extended period or worsens. As we respond to this evolving situation, we intend to continue to execute on our strategic operating plans. However, disruptions, higher operating costs or uncertainties like those noted above could result in delays or modifications to our plans and initiatives.

Our Liquidity
We believe the steps we have taken to enhance our capital structure and liquidity over the last several years and months have strengthened our ability to operate through current conditions:
During 2019, we generated $4.0 billion of cash from operations, or $3.0 billion after deducting capital expenditures.
During 2020, we generated $4.0 billion of cash from operations, or $3.1 billion after capital expenditures. Also, as of December 31, 2020, we had $3.6 billion of cash and cash equivalents on hand.
During 2020, we also received cash of €350 million ($394 million) from our participation in the JDE Peet's public share offerings and $2,094 million from our participation in the KDP secondary offering and subsequent KDP share sales (see additional information below and in Note 7, Equity Method Investments).
As a precautionary measure, in March, we also suspended our share repurchase program, which was reinstated during our fourth quarter.
In connection with various legislatively authorized tax payment deferral mechanisms available for income tax, indirect tax (such as value-added tax) and payroll tax in a number of jurisdictions, we were able to defer certain of these tax payments, which provided a cash benefit that reverses when the payments come due. Some of these payments were made in the fourth quarter of 2020; the remainder will come due in 2021 and 2022. The benefits associated with the deferral of these tax payments were not material to our financial statements.
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Based on our current available cash and access to financing markets, we do not anticipate any issue funding our next long-term debt maturities of approximately $1.5 billion in October 2021 and approximately $0.3 billion in December 2021 and after paying approximately $0.8 billion of maturing debt in January 2021.
We also have access to short-term and long-term financing markets and have actively utilized these markets in 2020. During the initial outbreak of COVID-19 in March, we put supplemental short-term credit facilities in place, which we have since retired in full. We also continued to utilize the commercial paper markets in the United States and Europe for flexible, low-cost, short-term financing. We also issued additional long-term debt several times in 2020 due to favorable market conditions and opportunities to shift a portion of our funding mix from short-term debt to long-term debt at a low cost. We continue to have $6.0 billion of undrawn credit facilities as well as other forms of short-term and long-term financing options available (refer to the Liquidity and Capital Resources section and Note 9, Debt and Borrowing Arrangements). We have been, and we expect to continue to be, in compliance with our debt covenants.

Our Financial Position
We evaluated the realizability of our assets and whether there are any impairment indicators. We reviewed our receivables, inventory, right-of-use lease assets, long-lived assets, equity method and other long-term investments, deferred tax assets, goodwill and intangible assets.
In connection with the ongoing pandemic, we identified a decline in demand for certain of our brands, primarily in the gum category, that prompted additional evaluation of our indefinite-life intangible assets during the second quarter of 2020 in addition to our annual testing in the third quarter of 2020. In connection with the testing, we concluded that eight brands were impaired and we recorded $144 million of impairment charges in 2020. While we did not identify impairment triggers for other brands, there continues to be significant uncertainty due to the pandemic. If brand earnings 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. Refer to Note 6, Goodwill and Intangible Assets, for additional details on our intangible asset impairment evaluation.
Restructuring and implementation activities were in line with our Simplify to Grow Program strategic objectives.
Our equity investments in JDE Peet's and KDP give us additional financial flexibility.
We will continue to monitor the quality of our assets and our overall financial position over coming quarters.
We continue to maintain oversight over our core process controls through our centralized shared service model, and our key controls are operating as designed.

While some of the initial impacts of the pandemic on our business moderated in the second half of 2020, the business and economic environment remains uncertain and additional impacts may arise that we cannot currently anticipate. Barring material business disruptions or other negative developments, we expect to continue to meet the demand of consumers for our snacks, food and beverage products. We have operationsHowever, the elevated consumer demand we experienced primarily in more than 80 countries and sell our products in approximately 160 countries.

We aim to deliver strong, profitable long-term growth by accelerating our core snacks business and expanding the reachsome of our Power Brands globally. To fuel investmentsdeveloped market countries in 2020 may not continue. We are unable to predict how long this sustained demand will last or how significant it will be. We expect the COVID-19 outbreak to result in lower revenues primarily in some of our Power Brandsemerging market countries that have a higher concentration of traditional trade outlets (such as small family-run stores), our gum and globalcandy categories (which are more instant consumption in nature), as well as our world travel retail (such as international duty-free stores) and digital reach,foodservice businesses. As we have been workingcontinue to optimizeproactively manage our cost structure. These efforts include reinventingbusiness in response to the evolving impacts of the pandemic, we continue to communicate with and support our employees and customers; monitor and take steps to further safeguard our supply chain, operations, technology and aggressively managing overhead costs. Through these actions, we’re leveragingassets; protect our brands, platformsliquidity and capabilitiesfinancial position; work toward our strategic priorities and monitor our financial performance as we seek to drive long-term valueposition the Company to withstand the current uncertainty related to this pandemic.


KDP and returnJDE Peet's Equity Method Investment Transactions

On July 9, 2018, Keurig Green Mountain, Inc. ("Keurig") closed on its definitive merger agreement with Dr Pepper Snapple Group, Inc., and formed Keurig Dr Pepper Inc. (NYSE: "KDP"), a publicly traded company. Following the close of the transaction, our 24.2% investment in Keurig together with our shareholder loan receivable became a 13.8% investment in KDP. During 2018, we recorded a pre-tax gain of $778 million (or $586 million after-tax). In connection with the KDP transaction, in the third quarter of 2018, we changed our accounting principle to reflect our share of Keurig's historical and KDP's ongoing earnings on a one-quarter lag basis for all periods presented while we continue to record dividends when cash is received.

During 2019, we recognized a $23 million pre-tax gain related to the impact of a KDP acquisition that decreased our shareholders.

ownership interest from 13.8% to 13.6%.

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On March 4, 2020, we participated in a secondary offering of KDP shares and sold approximately 6.8 million shares, which reduced our ownership interest by 0.5% to 13.1% of the total outstanding shares. We received $185 million of proceeds and recorded a pre-tax gain of $71 million (or $54 million after-tax) during the first quarter of 2020. Subsequently, on August 3, 2020, we sold approximately 14.1 million shares and on September 9, 2020, we sold approximately 12.5 million shares, which in the aggregate reduced our KDP ownership interest to 11.2% of total outstanding shares. During the third quarter of 2020, we received $777 million of proceeds and recorded pre-tax gains of $335 million (or $258 million after tax). On November 17, 2020, we sold approximately 40.0 million shares, which reduced our ownership interest by 2.8% to 8.4%. We received $1,132 million of proceeds and recorded a pre-tax gain of $459 million (or $350 million after tax) during the fourth quarter of 2020. The cash taxes associated with the KDP share sales were paid in 2020.

During the second quarter of 2020, in connection with the JDE Peet's offering of its ordinary shares, we exchanged our 26.4% ownership interest in JDE for a 26.5% equity interest in JDE Peet’s. On May 29, 2020, we participated in the JDE Peet's offering and, with the subsequent exercise of the over-allotment option, we sold a total of approximately 11.1 million shares during the second quarter of 2020, retaining a 22.9% ownership interest in JDE Peet's. We received €350 million ($394 million) of total proceeds from the sales of JDE Peet's shares and we recorded a preliminary pre-tax gain of $121 million during the second quarter of 2020. We also incurred a $261 million tax expense that is payable in 2020 and 2021. During the third quarter of 2020, we increased our preliminary gain by $10 million to $131 million. During the fourth quarter of 2020, we reduced our tax expense by $11 million to $250 million. Consistent with our accounting for KDP and in connection with JDE Peet's becoming a public company, during the second quarter of 2020, we changed our accounting principle to reflect our share of JDE historical results and JDE Peet's ongoing results on a one-quarter lag basis while we continue to record dividends when cash is received. We determined a lag was preferable as it enables us to continue to report our quarterly and annual results on a timely basis and to record our share of JDE Peet's ongoing results once JDE Peet's has publicly reported its results. This change was applied retrospectively to all periods presented.

For additional information, refer to Note 7, Equity Method Investments, and Note 16, Income Taxes.

Swiss and U.S. Tax Reform


On August 6, 2019, Switzerland published changes to its Federal tax law in the Official Federal Collection of Laws. On September 27, 2019, the Zurich Canton published their decision on the September 1, 2019 Zurich Canton public vote regarding the Cantonal changes associated with the Swiss Federal tax law change. The intent of these tax law changes was to replace certain preferential tax regimes with a new set of internationally accepted measures that are hereafter referred to as “Swiss tax reform”. Based on these Federal / Cantonal events, our position is the enactment of Swiss tax reform for U.S. GAAP purposes was met as of September 30, 2019, and we recorded the impacts in the third quarter 2019. The net impact was a benefit of $767 million, which consisted of a $769 million reduction in deferred tax expense from an allowed step-up of intangible assets for tax purposes and remeasurement of our deferred tax balances, partially offset by a $2 million indirect tax impact in selling, general and administrative expenses. The ongoing impacts of these Swiss tax reform law changes became effective January 1, 2020.

On December 22, 2017, the United States enacted tax reform legislation ("U.S. tax reform") that included a broad range of business tax provisions including but not limited toand 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 legislation also causes U.S. allocated expenses (e.g. interest and general administrative expenses) to be taxed and imposes a new tax on U.S. cross-border payments. Furthermore, the legislation includes aone-time transition tax on accumulated foreign earnings and profits.

In response to the enactment of U.S. tax reform, the SEC issued guidance to address the complexity in accounting for this new legislation. When the initial accounting for items under the new legislation is incomplete, the guidance allows us to recognize provisional amounts when reasonable estimates can be made or to continue to apply the prior tax law if a reasonable estimate of the impact cannot be made. The SEC has provided up to aone-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 new U.S. tax legislation is not complete, we have made reasonable estimates for some provisions and recognized a $59 million discrete net tax benefit in our 2017 financial statements. This net benefit is primarily comprised of a $1,311 million provisional deferred tax benefit from revaluing our net U.S. deferred tax liabilities to reflect the new U.S. corporate tax rate as well as an additional $61 million provisional deferred tax benefit related to changes in our indefinite reinvestment assertion, partially offset by a $1,317 million provisional charge for the estimated transition tax. However, as of the date of this Form10-K, we are continuing to evaluate the accounting impacts of the legislation, as we continue to assemble and analyze all the information required to prepare and analyze these effects and await additional guidance from the U.S. Treasury Department, the IRS or other standard-setting bodies. Additionally, we continue to analyze other information and regulatory guidance, and accordingly we may record additional provisional amounts or adjustments to provisional amounts in future periods.


See Note 14,16, Income Taxes, for further details on the impacts of U.S. tax reform.

Malware Incident

On June 27, 2017, a global malware incident impacted our business. The malware affected a significant portion of our global sales, distribution and financial networks. In the last four days of the second quarter and during the third quarter, we executed business continuity and contingency plans to contain the impact, minimize damages and restore our systems environment. To date, we have not found, nor do we expect to find, any instances of Company or personal data released externally. We have now restored our main operating systems and processes as well as enhanced our system security.

During 2017, we estimate that the loss of revenue as a result of the malware incident had a negative impact of 0.4% on our net revenue and Organic Net Revenue growth. We also incurred incremental expenses of $84 million predominantly during the second half of 2017 as part of the recovery effort. We believe the recovery from this incident is largely resolved, and we do not expect significant ongoing impacts or incremental expenses from this incident in future periods. We also continue to make progress on our efforts to strengthen our security measures and mitigate cybersecurity risk. Refer to ourRisk Factors section for a discussion of potential risks to our operations from cybersecurity threats.

Coffee Business Transactions

JDE Coffee Business Transactions:

On July 2, 2015, we completed transactions to combine our wholly owned coffee businesses with those of D.E Master Blenders 1753 B.V. to create a new company, Jacob Douwe Egberts (“JDE”). In connection with these transactions, in 2015, we recorded a finalpre-tax gain of $6.8 billion ($6.6 billionafter-tax) from the deconsolidation of our legacy coffee businesses. We also recorded approximately $1.0 billion of cumulativepre-tax net gains ($436 million in 2015 and $628 million in 2014) and cash related to currency hedging. See Note 2,Divestitures and AcquisitionsJDE Coffee Business Transactions, for additional details. As further described below, in March 2016, we exchanged a portion of our investment in JDE for an investment in Keurig Green Mountain Inc. (“Keurig”). As of December 31, 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 JDE equity earnings of $129 million in 2017 and $100 million in 2016 and equity losses of $58 million in 2015. We also recorded $49 million of cash dividends received during the first quarter of 2017.

Keurig Transaction:

Following the March 3, 2016 Acorn Holdings B.V. acquisition of Keurig, on March 7, 2016, we exchanged a portion of our equity interest in JDE for an interest in Keurig valued at $2.0 billion. We recorded the difference between the fair value of the Keurig interest and our basis in JDE shares as a $43 million gain. Following the exchange, our ownership interest in JDE became 26.5% and we owned a 24.2% interest in Keurig. 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 consolidated balance sheet. 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 of $208 million in 2017 (of which, approximately $119 million relates to the provisional tax benefit Keurig recorded as a result of U.S. tax reform), and $77 million in 2016. We recorded shareholder loan interest of $24 million in 2017 and $20 million in 2016. Additionally, we received shareholder loan interest payments of $30 million in 2017 and $14 million in 2016 and dividends of $14 million in 2017 and $4 million in 2016. See Note 2,Divestitures and Acquisitions, for additional details on the Keurig transaction.

Planned Keurig Dr Pepper Transaction:

On January 29, 2018, we announced that we would exchange our ownership interest in Keurig for equity in Keurig Dr Pepper, which is contingent upon the successful completion of a planned merger of Keurig with Dr Pepper Snapple Group, Inc. Following the close of the merger inmid-2018, we expect our ownership in Keurig Dr Pepper to be13-14%. We expect to account for this new investment under the equity method as we have for Keurig, resulting in our 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.

Venezuela Deconsolidation

Effective as of the close of the 2015 fiscal year, we deconsolidated our Venezuelan subsidiaries due to a loss of control over our Venezuelan operations and an other-than-temporary lack of currency exchangeability. We recorded a $778 million pretax loss on December 31, 2015 as we reduced the value of our investment in Venezuela and all Venezuelan receivables held by our other subsidiaries to realizable fair value, resulting in full impairment.

As of the start of 2016, we no longer included net revenues, earnings or net assets of our Venezuelan subsidiaries within our GAAP consolidated financial statements and we excluded Venezuela from ournon-GAAP results for all historical periods presented to facilitate comparisons of operating results. See Note 1,Summary of Significant Accounting PoliciesCurrency Translation and Highly Inflationary Accounting: Venezuela, for more information on our Venezuela operations, including currency remeasurement lossesannual effective tax rates and Swiss and U.S. tax reform.


Multiemployer Pension Plan Withdrawal

In 2018, we executed a complete withdrawal from the lossBakery and Confectionery Union and Industry International Pension Fund (the "Fund") and recorded a $429 million estimated withdrawal liability. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years. We began making monthly payments during the third quarter of 2019. Within selling, general and administrative expenses, we recorded a $35 million ($26 million net of tax) adjustment related to the discounted withdrawal liability. Within interest and other expense, net, we recorded accreted interest on deconsolidation.

the long-term liability of $11 million in 2020, $12 million in 2019 and $6 million in 2018. As of December 31, 2020, the remaining discounted withdrawal liability was $375 million, with $14 million recorded in other current liabilities and $361 million recorded in long-term other liabilities.



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Summary of Results

Net revenues were approximately $26.6 billion in 2020 and $25.9 billion in both 2017 and 2016, a decrease2019, an increase of 0.1%2.8% in 20172020 and a decrease of 12.5%0.3% in 2016. Business deconsolidations and divestitures reduced2019. In 2020, net revenues were significantly impacted by the COVID-19 outbreak and response. In developed markets, particularly North America, demand for our products, primarily biscuits and chocolate, grew significantly as consumers increased their food purchases for in-home consumption. In some of our emerging markets, where we have a greater concentration of traditional trade, as well as in our gum and candy, world travel retail and foodservice businesses, where we sell products that are typically consumed away from home, net revenues were negatively affected by mandated lockdowns and other related restrictions. In the second half of the year the negative impacts we experienced from COVID-19, particularly during 2015-2017,the second quarter, subsided, resulting in a return to revenue growth across a number of our key markets.
Net revenue increased in 2020, driven by higher net pricing, favorable volume/mix and incremental net revenues from our acquisitions of Give & Go in 2020 and Perfect Snacks in 2019. These items were partially offset by the significant impact of unfavorable currency translation, as the U.S. dollar strengthened against most currencies in which we operate compared to exchange rates in the prior year, as well as the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa.
Net revenue decreased in 2019, driven by the impact of unfavorable currency translation and the impact of the divestiture of most of our cheese business in the Middle East and Africa. Net revenues were positively affected by higher net pricing and favorable volume/mix, as well as our acquisitions of Perfect Snacks in 2019 and Tate's Bake Shop in 2018.

Organic Net Revenue increased 3.7% to $26.8 billion in 2020 and increased 4.1% to $26.9 billion in 2019. While Organic Net Revenue in 2020 was impacted by the COVID-19 outbreak and response described above, Organic Net Revenue increased in both 2020 and 2019 due to higher net pricing and favorable volume/mix. Organic Net Revenue is on a constant currency basis and excludes revenue from acquisitions and divestitures. We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying operating results (see the definition of Organic Net Revenue and our reconciliation with net revenues within Non-GAAP Financial Measures appearing later in 2016 most significantly affectedthis section).

Diluted EPS attributable to Mondelēz International decreased 8.2% to $2.47 in 2020 and increased 20.6% to $2.69 in 2019.
Diluted EPS decreased in 2020 primarily driven by lapping the prior-year benefit from Swiss tax reform, costs associated with the JDE Peet's transaction, loss on debt extinguishment, higher intangible asset impairment charges, unfavorable year-over-year mark-to-market impacts from currency and commodity derivatives, lapping a prior-year gain on divestiture, lapping the prior-year benefit from pension participation changes and the unfavorable impact on net earnings from divestitures. These factors were partially offset by gains on equity method investment transactions, higher Adjusted EPS, favorable change from the resolution of tax matters (a benefit in 2020 as compared to an expense in 2019), lower Simplify to Grow program costs and lower losses related to interest rate swaps.
Diluted EPS increased in 2019 primarily driven by the deconsolidations of our historical coffee businessbenefit from Swiss tax reform, lapping the prior-year impact from pension participation changes, operating gains, lower Simplify to Grow program costs, an increase in equity method investment earnings, lapping the prior-year loss on debt extinguishment, fewer shares outstanding, a gain on divestiture, lower interest expense and Venezuelan operations in 2015 as well as significanta benefit from current-year pension participation changes, partially offset by lapping the prior-year gain on equity method investment transactions, unfavorable currency translation, a loss related to interest rate swaps, the expense from the resolution of tax matters in 2019 and an unfavorable year-over-year change in mark-to-market impacts from currency and commodity derivatives. See our Discussion and Analysis of Historical Results appearing later in 2016this section for further details.

Adjusted EPS increased 5.3% to $2.59 in 2020 and 2015.increased 4.2% to $2.46 in 2019. On a constant currency basis, Adjusted EPS increased 6.5% to $2.62 in 2020 and increased 11.0% to $2.62 in 2019.

Organic Net Revenue increased 0.9% to $25.5 billion in 2017 and increased 1.5% to $26.4 billion in 2016. Organic Net Revenue is on a constant currency basis and excludes revenue from deconsolidated coffee and Venezuelan operations, divestitures and an acquisition. 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 withinNon-GAAP Financial Measures appearing later in this section).

Diluted EPS attributable to Mondelēz International increased 81.9% to $1.91 in 2017 and decreased 76.4% to $1.05 in 2016. Diluted EPS increased in 2017 as prior-year refinancing and higher restructuring activities drove lower interest and overhead costs in 2017. We also recorded benefits from resolving two local indirect tax matters and gains from divestingnon-core businesses during 2017. Diluted EPS was significantly lower in 2016 primarily as a result of the $6.8 billion gain recorded in 2015 in connection with the JDE coffee business transactions as well as a number of other significant items that affected the comparability of our reported results. See ourDiscussion and Analysis of Historical Resultsappearing later in this section for further details.

Adjusted EPS increased 15.1% to $2.14 in 2017 and increased 21.6% to $1.86 in 2016. On a constant currency basis, Adjusted EPS increased 14.5% to $2.13 in 2017 and increased 25.5% to $1.92 in 2016. Lower manufacturing costs and overhead costs, driven by strong productivity efforts, were significant drivers of Adjusted EPS growth in both years. Adjusted EPS and Adjusted EPS on a constant currency basis arenon-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 withinNon-GAAP Financial Measures appearing later in this section).

For 2020, operating gains, an increase in benefit plan non-service income and fewer shares outstanding, partially offset by unfavorable currency translation and a decrease in equity method investment earnings drove the Adjusted EPS growth.
For 2019, operating gains, increased equity method investment earnings, fewer shares outstanding, lower interest expense and lower taxes, partially offset by unfavorable currency translation drove the Adjusted EPS growth.
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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 thesenon-GAAP financial metrics and related computations, such as margins internallyparticularly growth in profit dollars, 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. Generally Accepted Accounting Principles (“U.S. GAAP”) financial results. We believe providingit is useful to provide investors with the same financial information that we use internally ensures that investors have the same data to make comparisons of our historical operating results, identify trends in our underlying operating results and gain additional insight and transparency on how we evaluate our business. We believe ournon-GAAP financial measures should always be considered in relation to our GAAP results and weresults. We have provided reconciliations between our GAAP andnon-GAAP financial measures withinin Non-GAAP Financial Measures, appearingwhich appears later in this section.


In addition to monitoring our key operating metrics, we monitor a number of developments and trends that could impact our revenue and profitability objectives.


COVID-19We continue to monitor and respond to the COVID-19 outbreak. While its full impact is not yet known, it has had a material negative effect on economic conditions globally and could have a material negative effect on our business and results in the future, particularly if there are significant adverse changes to consumer demand or significant disruptions to the supply, production or distribution of our products or the credit or financial stability of our customers and other business partners. An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets may also have a negative effect on our derivative counterparties and could also impair our banking or other business partners, on whom we rely for access to capital and as counterparties for a number of our derivative contracts. Any of these and other developments could materially harm our business, results of operations and financial condition. We will continue to prioritize the safety of our employees and consumers. As we manage operations during the pandemic, we may continue to incur increased labor, customer service, logistics and other costs. As consumer demand for our products evolves, we could see continued shifts in product mix that could have a negative impact on our results. As discussed in Recent Developments and Significant Items Affecting Comparability, we are working to mitigate any negative impacts to our business from the COVID-19 outbreak, but we may not be able to fully predict or respond to all impacts on a timely basis to prevent near- and long-term adverse impacts to our results.

Demand – We monitor consumer spending and our market share within the food and beverage categories in which we sell our products. While gum and candy category growth was down due to less on-the-go consumption, the overall snack category continued to grow in 2020, in part due to increased consumer demand for snacks purchases for in-home consumption during the COVID-19 outbreak. As part of our strategic plan, we seek to drive category growth by leveraging our local and consumer-focused commercial approach, making investments in our brand and snacks portfolio, building strong routes to market in both emerging and developed markets and improving our availability across multiple channels. We believe these actions will help drive demand in our categories and strengthen our positions across markets.

Long-Term Demographics and Consumer Trends – Snack food consumption is highly correlated to GDP growth, urbanization of populations and rising discretionary income levels associated with a growing middle class, particularly in emerging markets. OverOur recent research underscores the long term, we expect these trendsgrowth of snacking worldwide and how behavior, sentiment and routines surrounding food are being reshaped by COVID-19. Snacking, which was already increasing among consumers, has accelerated further in 2020 as consumers spend more time at home, according to continue leading to growththe second annual State of Snacking report, commissioned by Mondelēz International and issued in November 2020. The report was conducted in conjunction with consumer behaviors such as more frequent, smaller meals, snackingpoll specialist The Harris Poll and greater use of convenience foods. We also recognize changing consumer trends such assummarizes the increased emphasis on well-being, time compression and wide participation across an evolving retail and digital landscape. To position ourselves for long-term growth, we are investing in our well-being and other snack offerings, product and marketing innovation and new routes to market includinge-commerce.

Demand – We monitor consumer spending and our market share within the food and beverage categories in which we sell our products. In recent years, low GDP growth, economic recessionary pressures, weak consumer confidence, a historically strong U.S. dollar and changing consumer trends have slowed category and our net revenue growth. While we have begun to see some improvements in global economic growth and a weaker U.S. dollar in 2017, there are still geopolitical and economic uncertainties, and category growth continues to be soft. Growth in our global snacking categories (excluding Venezuela) decreasedfindings from approximately 3.4% in 2015 and 2.4% in 2016 to 2.1% in 2017. We continue to make investments in our brand and snacks portfolio, while building strong routes to market to address the needsinterviews with thousands of consumers in emergingacross 12 countries. The report shows that consumers see snacking as an important source of comfort, connection and developed markets. In doing so, we anticipate driving demand in our categoriescommunity, especially during the past year. For many, snacking offers moments of satisfaction and growing our position in these markets.

peace, with a majority of respondents noting it has helped distract them from a challenging year.


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Volatility of Global Markets – Our growth strategy depends in part on our ability to expand our operations, particularlyincluding in emerging markets. Some emerging markets have greater political, economic and currency volatility and greater vulnerability to infrastructure and labor disruptions than more established markets.disruptions. Volatility in these markets affects demand for and the costs of our products and requires frequent changes in how we operate our business. ReferAs further discussed in COVID-19 above and in Item 7A, Quantitative and Qualitative Disclosures about Market Risk, volatility in global consumer, commodity, currency and capital markets increased significantly during 2020 and is expected to Note 1,Summary of Significant Accounting Policies—Venezuela,continue until the COVID-19 outbreak is largely resolved. See also below for furthera discussion of these issues and their impactsBrexit as well as Argentina, which was designated a highly inflationary economy in 2018. In addition, the imposition of increased or new tariffs, quotas, trade barriers or similar restrictions on our Venezuela operations. We expect continuedsales or key commodities and potential changes in U.S. trade programs, trade relations, regulations, taxes or fiscal policies might negatively affect our sales or profitability. To help mitigate adverse effects of ongoing volatility across our markets, particularly emerging markets. As such, we are focused on investing in our global Power Brands and routesaim to market while we protect our marginsprofitability through the management of costs (including hedging) and pricing.

pricing as well as targeted investments in our brands and new routes to market.


Competition – We operate in highly competitive markets that include global, regional and local competitors. Our advantaged geographic footprint, operating scale and portfolio of brands have all significantly contributed to building our market-leading positions across most of the product categories in which we sell. To grow and maintain our market positions, we focus on meeting consumer needs and preferences through a local-first commercial focus, new digital and other sales and marketing initiatives, product innovationsinnovation and high standards of product quality. We also continue to optimize our manufacturing and other operations and invest in our brands through ongoing research and development, advertising, marketing and consumer promotions.


Pricing Our net revenue growth and profitability may be affected as we adjust prices to address new conditions. We adjust our product prices based on a number of variables including demand, the competitive environment and changes in our product input costs. Our net revenue growth and profitability may be affected as we adjust prices to address new conditions. Over 2015-2017, weWe generally have increased prices in response to higher commodity costs, currency and other market factors. In 2018,2021, we anticipate changing market conditions to continue to impact pricing. Price competitionchanges may continue to affect net revenues or market share in the near term as the market adjusts to changes in input costs and other market conditions.


Operating Costs– Our operating costs include raw materials, labor, selling, general and administrative expenses, taxes, currency impacts and financing costs. We manage these costs through cost saving and productivity initiatives, sourcing and hedging programs, pricing actions, refinancing and tax planning. We continue to renegotiate collective bargaining agreements covering eight U.S. facilities that expired beginning in February 2016. We have plans to ensure business continuity during the renegotiations. To remain competitive on our operating structure, we continue to work on programs to expand our profitability, and margins, such as our 2014-2018 RestructuringSimplify to Grow Program, which is designed to bring about significant reductions in our operating cost structure in both our supply chain and overhead costs. Effective on October 1, 2016,

Taxes – We continue to monitor existing and potential future tax reform. During the third quarter of 2019, we also integrated our EEMEA region operations into our Europerecorded the impact of Swiss tax reform and Asia Pacific operating segments. This change had a favorable impact on our operating performance duewe will continue to greater leverage of our European and AMEA regional businesses and resulting cost structure.

Taxes – Whilemonitor for any additional interpretative guidance that could result in changes to the amounts we have recorded. In the United States, while the 2017 U.S. tax reform reduced the U.S. corporate tax rate and included some beneficial depreciation provisions, other provisions couldhave, and will continue to 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 will continue to evaluate the impacts as additional guidance on implementing the legislation becomes available.


Currency– As a global company with 75.8%73.2% of our net revenues generated outside the United States, we are continually exposed to changes in global economic conditions and currency movements. In 2017, the U.S. dollar began to weaken relative to other currencies in whichWhile we operate, while in 2015 and 2016, the U.S. dollar generally was strongerhedge significant forecasted currency exchange transactions as a number of countries experienced significant declines in or devaluations of their currency. The currency movements created volatility in our reported results of operations. Unfavorablewell as currency translation impacts were 12.6 percentage points (or 12.0 percentage points excludingfrom certain net assets of our non-U.S. operations, including the United Kingdom, we cannot fully predict or eliminate all adverse impacts arising from changes in currency impacts related to Venezuela) of the 13.5% net revenue decrease in 2015 and 4.6 percentage points of the 12.5% net revenue decrease in 2016. In 2017, the 0.1% net revenue decrease reflected 0.3 percentage points of favorableexchange rates on our consolidated financial results. To partially offset currency translation impacts arising from our overseas operations, we enter into net investment hedges primarily in the form of local currency-denominated debt, cross-currency swaps and other financial instruments. While we work to mitigate our exposure to currency risks, factors such as continued global and local market volatility, actions by foreign governments, political uncertainty, limited hedging opportunities and other factors could lead to unfavorable currency impacts in the U.S. dollar generally weakened against a numberfuture and could adversely affect our results of currencies this past year.operations or financial position. See additional discussion of Brexit and Argentina below and refer also to Note 1, Summary of Significant Accounting PoliciesCurrency Translation and Highly Inflationary Accounting, and Note 10, Financial Instruments, for additional information on how we manage currency and related risks. As currency movements can make comparisonscomparison of year-over-year operating performance challenging, we isolate the impact of currency and also report growth on a constant currency basis, holding prior-year currency exchange rates constant, so that prior-year and current-year results can be compared on a consistent basis.

Historically, we have also been exposed to currency devaluation risks impacting earnings particularly, but not only, in connection with our Venezuela operations that were deconsolidated at the close


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Brexit vote in June 2016, there was significant volatility in the global stock markets and currency exchange rates. The value of the British pound sterling relative to the U.S. dollar declined significantly and negatively affected our translated results reported in U.S. dollars. In – On December 2017,24, 2020, the European Union and United Kingdom agreed to begin trade negotiations, and we could experience additional volatility in the British pound sterling as the Brexit negotiations move forward.

To partially offset the translation of certain of our overseas operations, including the United Kingdom reached an agreement on a new trade arrangement that became effective on January 1, 2021. Main trade provisions include the continuation of no tariffs or quotas on trade between the U.K. and E.U. so long as we enter into net investment hedges primarilymeet prescribed trade terms. We will also need to meet product and labeling standards for both the U.K. and E.U. and we have already begun to introduce these changes gradually. The U.K. may also set its own trade policies with countries such as the United States, Australia and New Zealand that currently do not have free trade agreements with the E.U. Cross-border trade between the U.K. and E.U. will be subject to new customs regulations, documentation and reviews. To date, we have not experienced significant delays at U.K.-E.U. border crossings, however, we anticipate increased shipping costs and near-term delays because of the need for ongoing customs inspections and related procedures. Our supply chain in this market relies on imports of raw and packaging materials as well as finished goods. Volatility in foreign currencies and other markets may also arise as the U.K. and E.U. work though the new trade arrangements. Once the new rules are formalized, there could be other near- or long-term negative impacts. We have been taking protective measures to limit disruptions to our supply chain and sales to limit potential negative impacts on our results of operations, financial condition and cash flows. We continue to increase our resources in customer service & logistics as well as in our factories and on our customs support teams. We are adapting our systems and processes for new and increased customs transactions. We continue to enhance resilience plans to aid in dealing with anticipated border delays. We are working to address new regulatory requirements such as packaging changes. Also, we continue to closely monitor and manage our inventory levels of imported raw materials, packaging and finished goods in the form of local currency denominated debt and cross-currency swaps andU.K. Any disagreements on trade terms or supply chain or distribution delays or other financial instruments. We generally do not hedge against currency translation and primarily seek to hedge against economic losses on cross-currency transactions. Due to limited markets for hedging currency transactions and other factors,disruptions could negatively affect our U.K. business. In 2020, we may not be able to effectively hedge allgenerated 9.0% of our cross-currency transaction risks. Local economies, monetary policies and currency hedging availability can affect our ability to hedge against currency-related economic losses. While we work to mitigate our exposure to currency risks, factors such as continued global and local market volatility, actions by foreign governments, political uncertainty, limited hedging opportunities and other factors could lead to unfavorable currency impactsnet revenues in the future. We monitor currency-related risks and economies at risk of qualifying for highly inflationary accounting under U.S. GAAP, suchU.K.


Argentina as Argentina and Ukraine. While we work to safeguard our business, currency devaluations could adversely affect future demand for our products, our financial results and operations, and our relationships with customers, suppliers and employeesfurther discussed in the short or long-term. We may not be able to fully offset the increased risks related to currency devaluations and Brexit, which could impact profitability should the currency-related conditions continue. See Note 1,Summary of Significant Accounting Policies– Currency Translation and Highly Inflationary Accounting,,onJuly 1, 2018, we began to apply highly inflationary accounting for our Argentinean subsidiaries. As a result, we recorded a remeasurement loss of $9 million in 2020, a remeasurement gain of $4 million in 2019 and Note 8,Financial Instruments, for additional information.

a remeasurement loss of $11 million in 2018 within selling, general and administrative expenses related to the revaluation of the Argentinean peso denominated net monetary position over these periods. The mix of monetary assets and liabilities and the exchange rate to convert Argentinean pesos to U.S. dollars could change over time, so it is difficult to predict the overall impact of the Argentina highly inflationary accounting on future net earnings.


Financing Costs – We regularly evaluate our variable and fixed-rate debt. We continue to uselow-cost, short- and long-term debt to finance our ongoing working capital, capital expenditures and other investments, dividends and share repurchases. We also expectcontinued to use existing cash or short-term borrowings to finance the estimated $1.3 billion U.S. tax reform transition tax liability payable through 2026. During 2017, we retired $1.5 billion ofsecure low-cost short and long-term debt and issued lower-cost, short-term commercial paper and long-term Swiss franc debt. During 2016, we retired $6.2 billion of our long-term debt and issued lower-cost, long-term euro, Swiss franc and U.S. dollar-denominated debt. Our weighted-average interest rate on our total debt as of December 31, 2017 was 2.1%, down from 2.2% as of December 31, 2016 and down from 3.7% as of December 31, 2015.during 2020. We also continue to use interest rate swaps and other financial instruments to manage our exposure to interest rate and cash flow variability, protect the value of our existing currency assets and liabilities and protect the value of our debt. For example, through February 8, 2018, we enteredWe also enter into cross-currency interest rate swaps and forwards with an aggregate notional value of $3.2 billion to hedge ournon-U.S. net investments against adverse movements in exchange rates. We designated these swaps and forwards asOur net investment hedges relatedhedge derivative contracts have had and are expected to our operations in our Europe and AMEA regions. We expecthave a favorable impact on our prospective financing costs as weand reduce some of the financing costs and related currency impacts within our interest costs. Refer to Note 7,9, Debt and Borrowing Arrangements, and Note 8,10, Financial Instruments, for additional information on our debt and derivative activity.


Cybersecurity Risks We continue to devote focused resources to network security, backup and disaster recovery, enhanced training and other security measures to protect our systems and data. We also focus on enhancing the monitoring and detection of threats in our environment, including but not limited to the manufacturing environment and operational technologies, as well as adjusting information security controls based on updated threats. While we have taken a number of security measures to protect our systems and data, security measures cannot provide absolute certainty or guarantee that we will be successful in preventing or responding to every breach or disruption on a timely basis.

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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 results of operations and our effective tax rates. Please refer to the notes to the consolidated financial statements indicated below for more information. Refer also to theConsolidated Results of Operations– Net Earnings and Earnings per Share Attributable to MondelēMondelēz International table for theafter-tax per share impacts of these items.

                                                                        
      For the Years Ended December 31, 
   See Note  2017  2016  2015 
      (in millions, except percentages) 

JDE coffee business transactions:

   Note 2    

Gain on contribution

   $  $  $6,809 

Incremental costs for readying the businesses

          (278

Currency-related hedging net gains(1)

          436 

Venezuela:

   Note 1    

Historical operating income(2)

          266 

Remeasurement of net monetary assets:

     

Q1 2015: 11.50 to 12.00 bolivars to the U.S. dollar

          (11

Loss on deconsolidation

          (778

2014-2018 Restructuring Program:

   Note 6    

Restructuring charges

    (535  (714  (711

Implementation charges

    (257  (372  (291

Gain on equity method investment transactions(3)

   Note 2   40   43    

Loss on debt extinguishment and related expenses

   Note 7   (11  (427  (753

Loss related to interest rate swaps

   Note 7 & 8      (97  (34

CEO transition remuneration(4)

   See (4) below   (14      

Intangible asset impairment charges

   Note 5   (109  (137  (71

Divestitures, acquisitions and sales of property

   Note 2    

Gain on sale of intangible assets

       15    

Net gain on divestitures

    186   9   13 

Divestiture-related costs(5)

    (34  (86   

Acquisition-related costs

       (1  (8

Other acquisition integration costs

    (3  (7  (9

Gains on sales of property

       46    

Mark-to-market (losses)/gains from derivatives(6)

   Note 8   (96  (94  56 

Benefits from the resolution of tax matters(7)

   Note 12   281       

Malware incident incremental expenses

    (84      

U.S. tax reform discrete net tax benefit (8)

   Note 14   59       

Effective tax rate

   Note 14   22.0%   8.9%   7.5% 

(1)To lock in an expected U.S. dollar value of the cash to be received in euros upon closing of the JDE coffee business transactions, we entered into currency exchange forward contracts beginning in May 2014, when the transaction was announced. We recognized related currency hedging net gains of $436 million in 2015. See Note 2,Divestitures and Acquisitions,for more information on the JDE coffee business transactions and related hedging transactions.
(2)Excludes the impact of remeasurement losses and 2014-2018 Restructuring Program charges that are shown separately.
(3)The gain on equity method investment transactions is recorded outside ofpre-tax operating results on the consolidated statement of earnings.
(4)Please see theNon-GAAP Financial Measures section at the end of this item for additional discussion of CEO transition remuneration.
(5)Divestiture-related costs in 2017 totaled $34 million ($31 million in operating income and $3 million in interest and other expense, net).
(6)Unrealized gains or losses on commodity and forecasted currency transaction derivatives. 2015 amounts exclude coffee commodity and currency derivative impacts that are included within the coffee operating results throughout the following sections.
(7)Refer to Note 12,Commitments and Contingencies – Tax Matters, for more information. Primarily includes the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter and settlement ofpre-acquisition Cadbury tax matters.
(8)Refer to Note 14,Income Taxes, for more information on the impact of the U.S. tax reform.

  For the Years Ended December 31,
 See Note202020192018
  (in millions, except percentages)
Simplify to Grow ProgramNote 8
Restructuring Charges$(156)$(176)$(316)
Implementation Charges(207)(272)(315)
Intangible asset impairment chargesNote 6(144)(57)(68)
Mark-to-market gains from derivatives (1)
Note 1019 90 142 
Acquisition and divestiture-related costsNote 2
Acquisition integration costs(4)— (3)
Acquisition-related costs(15)(3)(13)
Divestiture-related costs(4)(6)
Net gain on divestiture— 44 — 
Costs associated with JDE Peet's transactionNote 7(48)— — 
Remeasurement of net monetary position(9)(11)
Impact from pension participation changes (1)
Note 11(11)29 (429)
Impact from resolution of tax matters (1)
Note 1448 (85)11 
CEO transition remuneration (2)
— (9)(22)
(Loss)/gain related to interest rate swapsNote 9 & 10(103)(111)10 
Loss on debt extinguishmentNote 9(185)— (140)
Swiss tax reform net impactsNote 16— 767 — 
U.S. tax reform discrete net tax impactsNote 16— (5)(19)
Gain/(loss) on equity method
   investment transactions (3)
Note 7989 (2)778 
Equity method investee items (4)
(92)(48)32 
Effective tax rateNote 1636.2 %0.1 %27.2 %
(1)Includes impacts recorded in operating income and interest expense and other, net.
(2)Please see the Non-GAAP Financial Measures section at the end of this item for additional information.
(3)Gain/(loss) on equity method investment transactions is recorded outside pre-tax operating results on the consolidated statement of earnings.
(4)Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's and KDP equity method investees, including acquisition and divestiture-related costs and restructuring program costs.

39

Table of Contents
Consolidated Results of Operations


The following discussion compares our consolidated results of operations for 20172020 with 20162019 and 20162019 with 2015.

20172018.


2020 compared with 2016

2019
                                                                        
   For the Years Ended
December 31,
         
   2017   2016   $ change   % change 
   (in millions, except per share data)     

Net revenues

  $25,896   $25,923   $(27)    (0.1)% 

Operating income

   3,506    2,569    937    36.5% 

Earnings from continuing operations

   2,936    1,669    1,267    75.9% 

Net earnings attributable to
Mondelēz International

   2,922    1,659    1,263    76.1% 

Diluted earnings per share attributable to
Mondelēz International

   1.91    1.05    0.86    81.9% 

 For the Years Ended
December 31,
  
 20202019$ change% change
 (in millions, except per share data) 
Net revenues$26,581 $25,868 $713 2.8 %
Operating income3,853 3,843 10 0.3 %
Earnings from continuing operations3,569 3,944 (375)(9.5)%
Net earnings attributable to
   Mondelēz International
3,555 3,929 (374)(9.5)%
Diluted earnings per share attributable to
   Mondelēz International
2.47 2.69 (0.22)(8.2)%

Net Revenues– Net revenues decreased $27increased $713 million (0.1%(2.8%) to $25,896$26,581 million in 2017,2020, and Organic Net Revenue (1)increased $220$960 million (0.9%(3.7%) to $25,490$26,773 million. Power BrandsDeveloped markets net revenuesrevenue increased 2.9%, including a favorable currency impact,8.0% and Power Brandsdeveloped markets Organic Net Revenue increased 2.1%4.5%. Emerging markets net revenues increased 3.7%decreased 6.0%, including a favorablean unfavorable currency impact, and emerging markets Organic Net Revenue increased 3.6%2.3%. The underlying changes in net revenues and Organic Net Revenue are detailed below:

20172020

Change in net revenues (by percentage point)

Total change in net revenues

2.8(0.1)%

Add back the following items affecting comparability:

FavorableUnfavorable currency

2.4 (0.3)pp

Impact of acquisition

divestiture
0.2 (0.2)pp

Impact of divestitures

acquisitions
(1.7)1.5pppp

Total change in Organic Net Revenue(1)

3.70.9%%

Higher net pricing

1.9 1.5pppp

UnfavorableFavorable volume/mix

1.8 (0.6)pp

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

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

Net revenues were higher in developed markets, particularly North America, where due to the COVID-19 outbreak and response, demand for our products, primarily biscuits and chocolate, grew significantly as consumers increased their food purchases for in-home consumption. However, our gum and candy categories as well as our world travel retail and foodservice businesses were negatively impacted by COVID-19. In emerging markets, where we have a greater concentration of traditional trade, several markets were challenged by COVID-19 impacts, particularly those with significant gum and candy portfolios. Overall, as the negative impacts of COVID-19 experienced in the first half of the year subsided in the second half of the year, revenue growth began to recover in a number of our key emerging markets, though overall emerging markets net revenues declined due to unfavorable currency impacts.

Net revenue declineincrease of 0.1%2.8% was driven by the impact of divestitures, partially offset by our underlying Organic Net Revenue growth of 0.9%, favorable3.7% and the impact of acquisitions, mostly offset by unfavorable currency and the impact of an acquisition. The impact of divestitures resulted in a year-over-year decline in net revenues of $383 million for 2017. Our underlyingprior-year divestiture. Organic Net Revenue increasegrowth was driven by higher net pricing partially offset by unfavorableand favorable volume/mix. NetHigher net pricing in all regions except Europe was up, which includesdue to the benefit of carryover pricing from 20162019 as well as the effects of input cost-driven pricing actions taken during 2017. Higher net pricing was reflected in Latin America and AMEA, partially offset by lower net pricing2020. Favorable volume/mix in North America and Europe. Unfavorable volume/mix was reflected in all segments except Europe, in part due to expected shipments that we did not realize following the second quarter malware incident. Favorable year-over-year currency impacts increased net revenues by $77 million, due primarily to the strength of several currencies relative to the U.S. dollar, including the Brazilian real, euro, Russian ruble, Australian dollar, Indian rupee and South African rand, partially offset by the strength of the U.S. dollar relative to several currencies, including the Egyptian pound, British pound sterling, Argentinean peso, Nigerian naira, Turkish lira, Philippine peso and Chinese yuan. The November 2, 2016 acquisition of a business and license to manufacture, market and sell Cadbury-branded biscuits in additional key markets added $59 million (constant currency basis) of incremental net revenues for 2017.

Operating Income– Operating income increased $937 million (36.5%) to $3,506 million in 2017, Adjusted Operating Income(1) increased $376 million (9.9%) to $4,178 million and Adjusted Operating Income on a constant currency basis (1) increased $376 million (9.9%) to $4,178 million due to the following:

                                    
   Operating     
   Income   Change 
   (in millions)     

Operating Income for the Year Ended December 31, 2016

  $2,569   

2014-2018 Restructuring Program costs(2)

   1,086   

Intangible asset impairment charges(3)

   137   

Mark-to-market losses from derivatives(4)

   94   

Acquisition integration costs(5)

   7   

Acquisition-related costs(5)

   1   

Divestiture-related costs(6)

   86   

Operating income from divestitures(6)

   (153  

Gain on divestiture(6)

   (9  

Gain on sale of intangible assets(7)

   (15  

Other/rounding

   (1  
  

 

 

   

Adjusted Operating Income(1) for the Year Ended December 31, 2016

  $3,802   

Higher net pricing

   370   

Higher input costs

   (173  

Unfavorable volume/mix

   (160  

Lower selling, general and administrative expenses

   405   

Gains on sales of property in 2016(8)

   (46  

VAT-related settlement in 2016

   (54  

Property insurance recovery

   27   

Impact from acquisition(8)

   8   

Other

   (1  
  

 

 

   

Total change in Adjusted Operating Income (constant currency)(1)

   376    9.9% 

Currency translation

      
  

 

 

   

Total change in Adjusted Operating Income(1)

   376    9.9% 
  

 

 

   

Adjusted Operating Income(1) for the Year Ended December 31, 2017

  $4,178   

2014-2018 Restructuring Program costs(2)

   (792  

Intangible asset impairment charges(3)

   (109  

Mark-to-market losses from derivatives(4)

   (96  

Malware incident incremental expenses

   (84  

Acquisition integration costs(5)

   (3  

Divestiture-related costs(6)

   (31  

Operating income from divestitures(6)

   61   

Net gain on divestitures(6)

   186   

Benefits from resolution of tax matters(9)

   209   

CEO transition remuneration

   (14  

Other/rounding

   1   
  

 

 

   

Operating Income for the Year Ended December 31, 2017

  $3,506    36.5% 
  

 

 

   

(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 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)Refer to Note 2,Divestitures and Acquisitions, for more information on the acquisition of a biscuit business in Vietnam.
(6)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2017 sales of a confectionery business in France, a grocery business in Australia and New Zealand, certain licenses ofKHC-owned brands used in our grocery business within our Europe region, sale of one of our equity method investments and sale of a confectionary business in Japan. Additionally, the 2016 amount includes a sale of a confectionery business in Costa Rica.
(7)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland.

(8)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 purchase of a license to manufacture, market and sell Cadbury-branded biscuits in additional key markets and other property sales in 2016.
(9)Refer to Note 12,Commitments and Contingencies – Tax Matters, for more information. Primarily includes the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter and settlement ofpre-acquisition Cadbury tax matters.

During 2017, we realized higher net pricing while input costs increased modestly. Higher net pricing, which included the carryover impact of pricing actions taken in 2016 as well as the effects of input cost-driven pricing actions taken during 2017, was driven by Latin America and AMEA, partially offset by lower net pricing in North America and Europe. The increase in input costs was driven by higher raw material costs which were partially offset by lower manufacturing costs due to productivity. Unfavorable volume/mix was driven by North America, Latin America and AMEA, which was partially offset by favorable volume/mix in Europe.

Total selling, general and administrative expenses decreased $629 million from 2016, due to a number of factors noted in the table above, including in part, the benefits from the resolution of tax matters, lower implementation costs incurred for the 2014-2018 Restructuring Program, lower divestiture-related costs, a property insurance recovery in AMEA and lower intangible asset impairment charges. The decreases were partially offset by gains on sales of property in 2016, unfavorable currency impact, Value-added tax (“VAT”) related settlements in 2016 and incremental expenses incurred due to the malware incident.

Excluding the factors noted above, selling, general and administrative expenses decreased $405 million from 2016. The decrease was driven primarily by lower overhead costs and lower advertising and consumer promotion costs due to continued cost reduction efforts in both areas.

Currency changes during the year did not impact operating income as the strength of the U.S. dollar relative to several currencies, including the Egyptian pound, British pound sterling and Argentinean peso, was offset by the strength of several currencies relative to the U.S. dollar, including the euro, Brazilian real, Russian ruble, Australian dollar, Indian rupee and South African rand.

Operating income margin increased from 9.9% in 2016 to 13.5% in 2017. The increase in operating income margin was driven primarily by an increase in our Adjusted Operating Income margin, lower 2014-2018 Restructuring Program costs, the benefits from the resolution of tax matters, the net gain on divestitures and lower divestiture-related costs, partially offset by incremental costs related to the malware incident and CEO transition remuneration costs. Adjusted Operating Income margin increased from 15.0% in 2016 to 16.3% in 2017. 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.

Net Earnings and Earnings per Share Attributable to Mondelēz International– Net earnings attributable to Mondelēz International of $2,922 million increased by $1,263 million (76.1%) in 2017. Diluted EPS attributable to Mondelēz International was $1.91 in 2017, up $0.86 (81.9%) from 2016. Adjusted EPS(1) was $2.14 in 2017, up $0.28 (15.1%) from 2016. Adjusted EPS on a constant currency basis(1) was $2.13 in 2017, up $0.27 (14.5%) from 2016.

                  
   Diluted EPS 

Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2016

  $1.05 

2014-2018 Restructuring Program costs (2)

   0.51 

Intangible asset impairment charges(2)

   0.06 

Mark-to-market losses from derivatives(2)

   0.05 

Acquisition integration costs(2)

   0.01 

Divestiture-related costs(2)

   0.05 

Net earnings from divestitures(2)

   (0.08

Gain on sale of intangible assets(2)

   (0.01

Loss related to interest rate swaps(3)

   0.04 

Loss on debt extinguishment and related expenses(4)

   0.17 

Gain on equity method investment transaction(5)

   (0.03

Equity method investee acquisition-related and other adjustments (6)

   0.04 
  

 

 

 

Adjusted EPS (1) for the Year Ended December 31, 2016

  $1.86 

Increase in operations

   0.22 

Increase in equity method investment net earnings

   0.02 

Gains on sales of property in 2016(2)

   (0.02

VAT-related settlements in 2016

   (0.04

Property insurance recovery

   0.01 

Impact from acquisition (2)

    

Lower interest and other expense, net(7)

   0.08 

Changes in shares outstanding(8)

   0.05 

Changes in income taxes (9)

   (0.05
  

 

 

 

Adjusted EPS (constant currency) (1) for the Year Ended December 31, 2017

  $2.13 

Favorable currency translation

   0.01 
  

 

 

 

Adjusted EPS(1) for the Year Ended December 31, 2017

  $2.14 

2014-2018 Restructuring Program costs (2)

   (0.39

Intangible asset impairment charges(2)

   (0.05

Mark-to-market losses from derivatives(2)

   (0.06

Malware incident incremental expenses

   (0.04

Acquisition integration costs(2)

    

Divestiture-related costs(2)

   (0.02

Net earnings from divestitures(2)

   0.03 

Net gain on divestitures(2)

   0.11 

Benefits from resolution of tax matters(2)

   0.13 

CEO transition remuneration

   (0.01

U.S. tax reform discrete net tax benefit(10)

   0.04 

Gain on equity method investment transaction(11)

   0.02 

Equity method investee acquisition-related and other adjustments (6)

   0.01 
  

 

 

 

Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2017

  $1.91 
  

 

 

 

(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)Refer to Note 8,Financial Instruments, for more information on our interest rate swaps, which we no longer designate as cash flow hedges effective the first quarter of 2016 due to changes in financing and hedging plans.
(4)Refer to Note 7,Debt and Borrowing Arrangements, for more information on our loss on debt extinguishment and related expenses in connection with our debt tender offers.
(5)Refer to Note 2,Divestitures and Acquisitions – Keurig Transaction, for more information on the 2016 acquisition of an interest in Keurig.

(6)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, restructuring program costs and discrete U.S. tax reform impacts recorded by our JDE and Keurig equity method investees.
(7)Excludes the currency impact on interest expense related to ournon-U.S. dollar-denominated debt which is included in currency translation.
(8)Refer to Note 10,Stock Plans, for more information on our equity compensation programs, Note 11,Capital Stock, for more information on our share repurchase program and Note 15,Earnings Per Share, for earnings per share weighted-average share information.
(9)Refer to Note 14,Income Taxes, for more information on the items affecting income taxes.
(10)Refer to Note 14,Income Taxes, for more information on the impact of the U.S. tax reform.
(11)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2017 sale of an interest in one of our equity method investments.

2016 compared with 2015

                                                                        
   For the Years Ended
December 31,
         
   2016   2015   $ change   % change 
   (in millions, except per share data)     

Net revenues

  $25,923   $29,636   $(3,713   (12.5)% 

Operating income

   2,569    8,897    (6,328   (71.1)% 

Earnings from continuing operations

   1,669    7,291    (5,622   (77.1)% 

Net earnings attributable to Mondelēz International

   1,659    7,267    (5,608   (77.2)% 

Diluted earnings per share attributable to
Mondelēz International

   1.05    4.44    (3.39   (76.4)% 

Net Revenues– Net revenues decreased $3,713 million (12.5%) to $25,923 million in 2016, and Organic Net Revenue (1) increased $390 million (1.5%) to $26,411 million. Power Brands net revenues decreased 10.9%, primarily due to the deconsolidation of our historical coffee business, unfavorable currency and the deconsolidation of our historical Venezuelan operations, and Power Brands Organic Net Revenue increased 3.3%. Emerging markets net revenues decreased 19.1%, primarily due to the deconsolidation of our historical Venezuelan operations, unfavorable currency and the deconsolidation of our historical coffee business, and emerging markets Organic Net Revenue increased 2.7%. The underlying changes in net revenues and Organic Net Revenue are detailed below:

2016

Change in net revenues (by percentage point)

Total change in net revenues

(12.5)%

Add back of the following items affecting comparability:

Historical coffee business(1)

5.6pp

Unfavorable currency

4.8pp

Historical Venezuelan operations(2)

3.7pp

Impact of accounting calendar change

0.3pp

Impact of acquisitions

(0.4)pp

Impact of divestitures

Total change in Organic Net Revenue(3)

1.5%

Higher net pricing

1.6pp

Unfavorable volume/mix

(0.1)pp

(1)Includes our historical global coffee business prior to the July 2, 2015 JDE coffee business transactions. Refer to Note 2,Divestitures and Acquisitions,andNon-GAAP Financial Measuresappearing later in this section for more information.
(2)Includes the historical results of our Venezuelan subsidiaries (including Venezuela currency impacts) prior to the December 31, 2015 deconsolidation. Refer to Note 1,Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting: Venezuela,for more information.
(3)Please see theNon-GAAP Financial Measures section at the end of this item.

Net revenue decline of 12.5% was driven by the impact of the deconsolidation of our historical coffee business, unfavorable currency, the deconsolidation of our historical Venezuelan operations and the year-over-year impact of the 2015 accounting calendar change, partially offset by our underlying Organic Net Revenue growth of 1.5%, and the impact of acquisitions. The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenues of $1,627 million for 2016. Unfavorable currency impacts decreased net revenues by $1,233 million, due primarily to the strength of the U.S. dollar relative to several currencies, including the Argentinean peso, British pound sterling, Mexican peso, Brazilian real, Chinese yuan and Russian ruble. The deconsolidation of our historical Venezuelan operations resulted in a year-over-year decrease in net revenues of $1,217 million for 2016. The North America segment accounting calendar change in 2015 resulted in a year-over-year decrease in net revenues of $76 million for 2016. Our underlying Organic Net Revenue growth was driven by higher net pricing, partially offset by unfavorable volume/mix. Net pricing was up, which includes the benefit of carryover pricing from 2015 as well as the effects of input cost-driven pricing actions taken during 2016. 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 reflected in Latin America and AMEA, mostly offset by favorable volume/mix in Europe and North America. Unfavorable volume/mix in Latin America and AMEA was largely due to price elasticity as well as strategic decisions to exit certainlow-margin product lines. The impact of acquisitions primarily includes the July 15, 2015 acquisition of a biscuit operation in Vietnam, which added $71 million of incremental net revenues for 2016, and the November 2, 2016 acquisition of a business and a license to manufacture, market and sell Cadbury-branded biscuits in additional key markets, which added $16 million of incremental net revenues for 2016.

Operating Income – Operating income decreased $6,328 million (71.1%) to $2,569 million in 2016, Adjusted Operating Income(1) increased $486 million (14.7%) to $3,802 million and Adjusted Operating Income on a constant currency basis (1) increased $657 million (19.8%) to $3,973 million due to the following:

                                    
   Operating
Income
   Change 
   (in millions)     

Operating Income for the Year Ended December 31, 2015

  $8,897   

2012-2014 Restructuring Program costs(2)

   (4  

2014-2018 Restructuring Program costs(2)

   1,002   

Intangible asset impairment charges(3)

   71   

Mark-to-market gains from derivatives(4)

   (56  

Acquisition integration costs(5)

   9   

Acquisition-related costs(5)

   8   

Operating income from divestiture(6)

   (182  

Gain on divestiture(6)

   (13  

Operating income from Venezuelan subsidiaries(7)

   (281  

Remeasurement of net monetary assets in Venezuela(7)

   11   

Loss on deconsolidation of Venezuela(7)

   778   

Costs associated with the coffee business transactions(8)

   278   

Gain on the JDE coffee business transactions(8)

   (6,809  

Reclassification of historical coffee business operating income(9)

   (342  

Reclassification of equity method investment earnings(10)

   (51  
  

 

 

   

Adjusted Operating Income(1) for the Year Ended December 31, 2015

  $3,316   

Higher net pricing

   422   

Higher input costs

   (131  

Favorable volume/mix

   11   

Lower selling, general and administrative expenses

   318   

Gains on sales of property(11)

   46   

HigherVAT-related settlements

   24   

Impact from acquisitions(11)

   4   

Impact of accounting calendar change(12)

   (36  

Other

   (1  
  

 

 

   

Total change in Adjusted Operating Income (constant currency)(1)

   657    19.8

Unfavorable currency translation

   (171  
  

 

 

   

Total change in Adjusted Operating Income(1)

   486    14.7
  

 

 

   

Adjusted Operating Income(1) for the Year Ended December 31, 2016

  $3,802   

2014-2018 Restructuring Program costs(2)

   (1,086  

Intangible asset impairment charges(3)

   (137  

Mark-to-market losses from derivatives(4)

   (94  

Acquisition integration costs(5)

   (7  

Acquisition-related costs(5)

   (1  

Divestiture-related costs(13)

   (86  

Operating income from divestiture(6)

   153   

Gain on divestiture(6)

   9   

Gain on sale of intangible assets(14)

   15   

Other/rounding

   1   
  

 

 

   

 

 

 

Operating Income for the Year Ended December 31, 2016

  $2,569    (71.1)% 
  

 

 

   

(1)Refer to theNon-GAAP Financial Measures section at the end of this item.
(2)Refer to Note 6,2014-2018 Restructuring Program, for more information. Refer to the Annual Report onForm 10-K for the year ended December 31, 2016 for additional information in Note 6,Restructuring Programs.

(3)Refer to Note 5,Goodwill and Intangible Assets, for more information on the impairment charges recorded in 2016 and 2015 related to trademarks.
(4)Refer to Note 8,Financial Instruments, Note 16,Segment Reporting, andNon-GAAP Financial Measures appearing later in this section for more information on these unrealized gains and losses on commodity and forecasted currency transaction derivatives.
(5)Refer to Note 2,Divestitures and Acquisitions, for more information on the acquisition of a biscuit business in Vietnam.
(6)Refer to Note 2,Divestitures and Acquisitions, for more information on the December 1, 2016 sale of a confectionery business in Costa Rica. The sale of the confectionery business in Costa Rica generated apre-tax andafter-tax gain of $9 million in 2016. Refer to our Annual Report on Form10-K for the year ended December 31, 2016 for more information on the April 23, 2015 divestiture of Ajinomoto General Foods, Inc. (“AGF”). The divestiture of AGF generated apre-tax gain of $13 million andafter-tax loss of $9 million in 2015.
(7)Includes the historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 1,Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting: Venezuela,for more information on the deconsolidation and remeasurement loss in 2015.
(8)Refer to Note 2,Divestitures and Acquisitions, for more information on the JDE coffee business transactions.
(9)Includes our historical global coffee business prior to the July 2, 2015 divestiture. We reclassified the results of our historical coffee business from Adjusted Operating Income and included them with equity method investment earnings in Adjusted EPS to facilitate comparisons of past and future coffee operating results. Refer to Note 2,Divestitures and Acquisitions, andNon-GAAP Financial Measures appearing later in this section for more information.
(10)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, to align with the accounting for JDE earnings, we began to record the earnings from our equity method investments inafter-tax equity method investment earnings outside of operating income. In periods prior to July 2, 2015, we have reclassified the equity method earnings from Adjusted Operating Income to evaluate our operating results on a consistent basis.
(11)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.
(12)Refer to Note 1,Summary of Significant Accounting Policies – Accounting Calendar Change, for more information on the accounting calendar change in 2015.
(13)Includes costs incurred and accrued related to the planned sale of a confectionery business in France. Refer to Note 2,Divestitures and Acquisitions,for more information.
(14)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland.

During 2016, we realized higher net pricing while input costs increased modestly. Higher net pricing, which included the carryover impact of pricing actions taken in 2015, was reflected in Latin America and AMEA, partially offset by lower net pricing in Europe and North America. The increase in input costs was driven by higher raw material costs, in part due to higher currency exchange transaction costs on imported materials, which were partially offset by lower manufacturing costs due to productivity. Favorable volume/mix was driven by Europe and North America, which was mostly offset by unfavorable volume/mix in Latin America and AMEA.

Total selling, general and administrative expenses decreased $1,037AMEA, included strong volume gains tempered by unfavorable mix reflecting shifts in consumer purchases in response to the COVID-19 outbreak. The April 1, 2020 acquisition of Give & Go added incremental net revenues of $390 million from 2015, due to a number of factors noted in the table above, including in part, the deconsolidation of our historical coffee business, a favorable currency impact, lower costs associated with the JDE coffee business transactions, the deconsolidation of our Venezuelan operations, gains on the sales of property,VAT-related settlements and the absence of devaluation charges related to our net monetary assets in Venezuela in 2016. The decreases were partially offset by increases from divestiture-related costs associated with the planned saleJuly 16, 2019 acquisition of a confectionery businessmajority interest in France, the reclassificationPerfect Snacks added incremental net revenues of equity method investment earnings, higher implementation costs incurred for the 2014-2018 Restructuring Program and the impact of acquisitions.

Excluding the factors noted above, selling, general and administrative expenses decreased $318 million from 2015. The decrease was driven primarily by lower overhead costs due to continued cost reduction efforts.

We recorded a benefit of $54$55 million in 2016 fromVAT-related settlements in Latin America as compared to $30 million in 2015.2020. Unfavorable currency impacts decreased operating incomenet revenues by $171 $637

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million, due primarily to the strength of the U.S. dollar relative to most currencies, including the Brazilian real, Argentinean peso, Russian ruble, Mexican peso, Indian rupee, South African rand and Turkish lira, partially offset by the strength of several currencies relative to the U.S. dollar, including the euro, Philippine peso, British pound sterling, ArgentineanEgyptian pound and Swedish krona. The impact of the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa resulted in a year-over-year decline in net revenues of $55 million. Refer to Note 2, Acquisitions and Divestitures, for more information.
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Operating Income – Operating income increased $10 million (0.3%) to $3,853 million in 2020, Adjusted Operating Income increased $137 million (3.2%) to $4,401 million and Adjusted Operating Income on a constant currency basis increased $196 million (4.6%) to $4,460 million due to the following:
Operating
Income
Change
 (in millions) 
Operating Income for the Year Ended December 31, 2019$3,843 
Simplify to Grow Program (2)
442 
Intangible asset impairment charges (3)
57 
Mark-to-market gains from derivatives (4)
(91)
Acquisition-related costs (5)
Divestiture-related costs (5)
Operating income from divestiture (5)
(9)
Net gain on divestiture (5)
(44)
Remeasurement of net monetary position (6)
(4)
Impact from pension participation changes (7)
(35)
Impact from resolution of tax matters (8)
85 
CEO transition remuneration (1)
Swiss tax reform impact (9)
Adjusted Operating Income (1) for the Year Ended December 31, 2019
$4,264 
Higher net pricing495 
Higher input costs(394)
Favorable volume/mix142 
Higher selling, general and administrative expenses(77)
VAT-related settlements11 
Impact from acquisitions (5)
23 
Other(4)
Total change in Adjusted Operating Income (constant currency) (1)
196 4.6 %
        Unfavorable currency translation(59)
Total change in Adjusted Operating Income (1)
137 3.2 %
Adjusted Operating Income (1) for the Year Ended December 31, 2020
$4,401 
Simplify to Grow Program (2)
(360)
Intangible asset impairment charges (3)
(144)
Mark-to-market gains from derivatives (4)
16 
Acquisition integration costs (5)
(4)
Acquisition-related costs (5)
(15)
Divestiture-related costs (5)
(4)
Costs associated with JDE Peet's transaction (10)
(48)
Remeasurement of net monetary position (6)
(9)
Impact from resolution of tax matters (8)
20 
Operating Income for the Year Ended December 31, 2020$3,853 0.3 %

(1)Refer to the Non-GAAP Financial Measures section at the end of this item.
(2)Refer to Note 8, Restructuring Program, for more information.
(3)Refer to Note 6, Goodwill and Intangible Assets, for more information on intangible asset impairments.
(4)Refer to Note 10, Financial Instruments, Note 18, Segment Reporting, and Non-GAAP Financial Measures section at the end of this item for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.
(5)Refer to Note 2, Acquisitions and Divestitures, for more information on the April 1, 2020 acquisition of a significant majority interest in Give & Go, the July 16, 2019 acquisition of a majority interest in Perfect Snacks and the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa.
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(6)Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.
(7)Refer to Note 11, Benefit Plans, for more information.
(8)Refer to Note 14, Commitments and Contingencies – Tax Matters, for more information.
(9)Refer to Note 16, Income Taxes, for more information on Swiss tax reform.
(10)Refer to Note 7, Equity Method Investments, for more information on the JDE Peet's transaction.

During 2020, we realized higher net pricing and favorable volume/mix, which was largely offset by increased input costs. Higher net pricing, which included the carryover impact of pricing actions taken in 2019 as well as the effects of input cost-driven pricing actions taken during 2020, was reflected in all regions except Europe. Favorable volume/mix was driven by North America and Europe, which was partially offset by unfavorable volume/mix in Latin America and AMEA. The increase in input costs was driven by higher raw material costs, partially offset by lower manufacturing costs driven by productivity net of incremental COVID-19 related costs. Higher raw material costs were in part due to higher currency exchange transaction costs on imported materials, as well as higher cocoa, dairy, sugar, energy, packaging, nuts, grains and other ingredients costs, partially offset by lower costs for oils.

Total selling, general and administrative expenses decreased $38 million from 2019, due to a number of factors noted in the table above, including in part, a favorable currency impact related to expenses, favorable change from the resolution of tax matters (a benefit in 2020 as compared to an expense in 2019), lower implementation costs incurred for the Simplify to Grow Program, lapping prior-year value-added tax (“VAT”) related settlements, lapping prior-year CEO transition remuneration and lapping the prior-year divestiture. These decreases were partially offset by the impact of acquisitions, costs associated with the JDE Peet's transaction, lapping the benefit from prior-year pension participation changes, unfavorable change in remeasurement of net monetary position in Argentina (remeasurement loss in 2020 as compared to a remeasurement gain in 2019) and higher acquisition-related costs. Excluding these factors, selling, general and administrative expenses increased $77 million from 2019. The increase was driven primarily by higher advertising and consumer promotion costs, partially offset by lower overhead spending net of incremental COVID-19 related costs.

We recorded an expense of $11 million from a VAT-related settlement in Latin America in 2019. Unfavorable currency changes decreased operating income by $59 million due primarily to the strength of the U.S. dollar relative to most currencies, including the Brazilian real, Russian ruble, Indian rupee, Swiss franc, South African rand and Turkish Lira, partially offset by the strength of several currencies relative to the U.S. dollar, including the euro, Egyptian pound, Philippine peso, British pound sterling and Mexican peso.

Swedish krona.


Operating income margin decreased from 30.0%14.9% in 20152019 to 9.9%14.5% in 2016.2020. The decrease in operating income margin was driven primarily by last year’spre-tax gain on the JDE coffee business transactions, the deconsolidation of our historical coffee business, the deconsolidation of our Venezuelan operations, theyear-over-year unfavorable year-over-year change inmark-to-market gains/losses(losses) from derivatives, higher costs incurred for the 2014-2018 Restructuring Program, divestiture-related costs associated with the planned sale of a confectionery business in France,currency and commodity hedging activities, higher intangible asset impairment charges, and the reclassification of equity method earnings. The items that decreased our operating income margin were partially offset by the prior-year loss on the Venezuela deconsolidation, an increase in our Adjusted Operating Income margin and the absence of costs associated with the JDE coffee business transactions.Peet's transaction, lapping the prior-year gain on a divestiture and lapping the benefit from prior-year pension participation changes, partially offset by the favorable impact from the resolution of tax matters and lower costs for the Simplify to Grow Program. Adjusted Operating Income margin increased from 12.7%16.5% in 20152019 to 15.0%16.6% in 2016.2020. The increase in Adjusted Operating Income margin was driven primarily by higher pricing, lower overheads from cost reduction programs, improved gross marginmanufacturing costs reflecting productivity efforts, gains on salesnet of propertyincremental COVD-19 costs, andVAT-related settlements.

selling, general and administrative cost leverage, mostly offset by higher raw material costs.



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Net Earnings and Earnings per Share Attributable to MondelēMondelēz International – Net earnings attributable to Mondelēz International of $1,659$3,555 million decreased by $5,608$374 million (77.2%(9.5%) in 2016.2020. Diluted EPS attributable to Mondelēz International was $1.05$2.47 in 2016,2020, down $3.39 (76.4%$0.22 (8.2%) from 2015.2019. Adjusted EPS(1) was $1.86$2.59 in 2016,2020, up $0.33 (21.6%$0.13 (5.3%) from 2015.2019. Adjusted EPS on a constant currency basis(1) was $1.92$2.62 in 2016,2020, up $0.39 (25.5%$0.16 (6.5%) from 2015.

2019.
                  
   Diluted EPS 

Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2015

  $4.44 

2014-2018 Restructuring Program costs (2)

   0.45 

Intangible asset impairment charges(3)

   0.03 

Mark-to-market gains from derivatives (4)

   (0.03

Acquisition integration costs(5)

    

Acquisition-related costs(5)

    

Net earnings from divestiture (6)

   (0.07

Loss on divestiture(6)

   0.01 

Net earnings from Venezuelan subsidiaries(7)

   (0.10

Remeasurement of net monetary assets in Venezuela(7)

   0.01 

Loss on deconsolidation of Venezuela(7)

   0.48 

Gain on the JDE coffee business transactions(8)

   (4.05

(Income) / costs associated with the JDE coffee business transactions (8)

   (0.01

Loss related to interest rate swaps(9)

   0.01 

Loss on debt extinguishment and related expenses(10)

   0.29 

Equity method investee acquisition-related and other adjustments(11)

   0.07 
  

 

 

 

Adjusted EPS(1) for the Year Ended December 31, 2015

  $1.53 

Increase in operations

   0.28 

Decrease in operations from historical coffee business,
net of increase in equity method investment net earnings(12)

   (0.05

Gains on sales of property(5)

   0.02 

VAT-related settlements

   0.03 

Impact of acquisitions(5)

    

Impact of accounting calendar change(13)

   (0.01

Lower interest and other expense, net(14)

    

Changes in shares outstanding(15)

   0.08 

Changes in income taxes (16)

   0.04 
  

 

 

 

Adjusted EPS (constant currency) (1) for the Year Ended December 31, 2016

  $1.92 

Unfavorable currency translation

   (0.06
  

 

 

 

Adjusted EPS(1) for the Year Ended December 31, 2016

  $1.86 

2014-2018 Restructuring Program costs (2)

   (0.51

Intangible asset impairment charges(3)

   (0.06

Mark-to-market losses from derivatives (4)

   (0.05

Acquisition integration costs(5)

   (0.01

Acquisition-related costs(5)

    

Divestiture-related costs(17)

   (0.05

Net earnings from divestiture(6)

   0.08 

Gain on divestiture(6)

    

Gain on sale of intangible assets(5)

   0.01 

Loss related to interest rate swaps(9)

   (0.04

Loss on debt extinguishment and related expenses(10)

   (0.17

Gain on equity method investment transaction(18)

   0.03 

Equity method investee acquisition-related and other adjustments (11)

   (0.04
  

 

 

 

Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2016

  $1.05 
  

 

 

 

(1)Refer
Diluted EPS
Diluted EPS Attributable to Mondelēz International for theNon-GAAP Financial Measures section appearing later in this section. Year Ended December 31, 2019$2.69
Simplify to Grow Program (2)
(2)0.24 Refer to Note 6,2014-2018 Restructuring Program, for more information.
(3)Refer to Note 5,Goodwill and
Intangible Assets, for more information on theasset impairment charges recorded in 2016 and 2015(2)
0.03 
Mark-to-market gains from derivatives (2)
(0.05)
Net earnings from divestitures (2) (3)
(0.05)
Net gain on divestiture (2)
(0.03)
Impact from pension participation changes (2)
(0.02)
Impact from resolution of tax matters (2)
0.05 
CEO transition remuneration (2)
0.01 
Loss related to trademarks.interest rate swaps (4)
0.08 

(4)
Swiss tax reform net impacts (5)
Refer to Note 8,Financial Instruments, Note 16,Segment Reporting, andNon-GAAP Financial Measures appearing later in this section for more information(0.53)
Loss on these unrealized gains and losses on commodity and forecasted currencyequity method investment transaction derivatives.(6)
0.01 
Equity method investee items (7)
(5)0.03 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, 2016 intangible asset sale in Finland, 2015 acquisitions of a biscuit operation in Vietnam and Enjoy Life Foods and other property sales in 2016.
(6)Refer to Note 2,Divestitures and Acquisitions, for more information on the December 1, 2016 sale of a confectionery business in Costa Rica. The sale of the confectionery business in Costa Rica generated apre-tax andafter-tax gain of $9 million in 2016. Refer to our Annual Report on Form10-K
Adjusted EPS (1) for the year endedYear Ended December 31, 20162019
$2.46
Increase in operations0.08 
Decrease in equity method investment net earnings(0.01)
VAT-related settlements0.01 
Impact from acquisitions (2)
0.01 
Changes in benefit plan non-service income0.04 
Changes in shares outstanding (8)
0.03 
Adjusted EPS (constant currency)(1) for more information on the April 23, 2015 divestiture of AGF. The divestiture of AGF generated apre-tax gain of $13 million andafter-tax loss of $9 million in 2015.
(7)Includes the historical results of our Venezuelan subsidiaries prior to theYear Ended December 31, 2015 deconsolidation. Refer2020$2.62
        Unfavorable currency translation(0.03)
Adjusted EPS (1) for the Year Ended December 31, 2020
$2.59
Simplify to Note 1,SummaryGrow Program (2)
(0.20)
Intangible asset impairment charges (2)
(0.08)
Mark-to-market gains from derivatives (2)
0.01 
Acquisition-related costs (2)
(0.01)
Net earnings from divestitures (2) (3)
0.02 
Costs associated with JDE Peet's transaction (2)
(0.20)
Remeasurement of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting: Venezuela,for more information on the deconsolidation and remeasurement loss in 2015.net monetary position (2)
(0.01)
Impact from pension participation changes (2)
(8)(0.01)Refer to Note 2,Divestitures and Acquisitions, for more information on the JDE coffee business transactions. Net gains
Impact from resolution of $436 million in 2015 on the currency hedgestax matters (2)
0.02 
Loss related to interest rate swaps (4)
(0.05)
Loss on debt extinguishment (9)
(0.10)
Gain on equity method investment transactions (6)
0.55 
Equity method investee items (7)
(0.06)
Diluted EPS Attributable to Mondelēz International for the coffee business transactions wereYear Ended December 31, 2020$2.47

(1)Refer to the Non-GAAP Financial Measures section appearing later in this section.
(2)See the Operating Income table above and the related footnotes for more information. Within earnings per share, taxes related to the JDE Peet's transaction are included in costs associated with the JDE Peet's transaction.
(3)Divestitures include completed sales of businesses, partial or full sales of equity method investments and exits of major product lines upon completion of a sale or licensing agreement. As we record our share of KDP and JDE Peet’s ongoing earnings on a one-quarter lag basis, we reflected the impact of prior-quarter sales of KDP and JDE Peet’s shares within divested results as if the sales occurred at the beginning of all periods presented.
(4)Refer to Note 10, Financial Instruments, for information on interest rate swaps no longer designated as cash flow hedges.
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(5)Refer to Note 16, Income Taxes, for more information on the impacts of Swiss and U.S. tax reform.
(6)Refer to Note 7, Equity Method Investments, for more information on gains and losses on equity method investment transactions.
(7)Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's and KDP equity method investees, such as acquisition and divestiture-related costs and restructuring program costs.
(8)Refer to Note 12, Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 17, Earnings per Share, for earnings per share weighted-average share information.
(9)Refer to Note 9, Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.




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2019 compared with 2018
 For the Years Ended
December 31,
  
 20192018$ change% change
 (in millions, except per share data) 
Net revenues$25,868 $25,938 $(70)(0.3)%
Operating income3,843 3,312 531 16.0 %
Earnings from continuing operations3,944 3,331 613 18.4 %
Net earnings attributable to
Mondelēz International
3,929 3,317 612 18.5 %
Diluted earnings per share attributable to
Mondelēz International
2.69 2.23 0.46 20.6 %

Net Revenues – Net revenues decreased $70 million (0.3%) to $25,868 million in 2019, and Organic Net Revenue increased $1,067 million (4.1%) to $26,879 million. Emerging markets net revenues increased 0.2%, including an unfavorable currency impact, and emerging markets Organic Net Revenue increased 7.7%. The underlying changes in net revenues and Organic Net Revenue are detailed below:
2019
Change in net revenues (by percentage point)
Total change in net revenues(0.3)%
Add back the following items affecting comparability:
Unfavorable currency4.5 pp
Impact of divestiture0.3 pp
Impact of acquisitions(0.4)pp
Total change in Organic Net Revenue (1)
4.1%
Higher net pricing2.2 pp
Favorable volume/mix1.9 pp
(1)Please see the Non-GAAP Financial Measures section at the end of this item.

Net revenue decrease of 0.3% was driven by unfavorable currency and the impact of a divestiture, partially offset by our underlying Organic Net Revenue growth of 4.1% and the impact of acquisitions. Unfavorable currency impacts decreased net revenues by $1,154 million, due primarily to the strength of the U.S. dollar relative to most currencies, including the Argentinean peso, euro, Brazilian real, British pound sterling, Australian dollar, Chinese yuan, Indian rupee, Turkish lira and South African rand. The impact of the divestiture of most of our cheese business in the Middle East and Africa on May 28, 2019 resulted in a year-over-year decline in net revenues of $71 million. Our underlying Organic Net Revenue growth was driven by higher net pricing and favorable volume/mix. Net pricing was up, which includes the benefit of carryover pricing from 2018 as well as the effects of input cost-driven pricing actions taken during 2019. Higher net pricing was reflected in Latin America, North America and AMEA as net pricing in Europe was flat. Favorable volume/mix was reflected in Europe and AMEA, partially offset by unfavorable volume/mix in Latin America and North America. The July 16, 2019 acquisition of a majority interest in Perfect Snacks added net revenues of $53 million and the June 7, 2018 acquisition of Tate’s Bake Shop added incremental net revenues of $35 million in 2019. Refer to Note 2, Acquisitions and Divestitures, for more information.


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Operating Income – Operating income increased $531 million (16.0%) to $3,843 million in 2019. Adjusted Operating Income decreased $38 million (0.9%) to $4,264 million and Adjusted Operating Income on a constant currency basis increased $189 million (4.4%) to $4,491 million due to the following:
Operating
Income
Change
 (in millions) 
Operating Income for the Year Ended December 31, 2018$3,312 
Simplify to Grow Program (2)
626 
Intangible asset impairment charges (3)
68 
Mark-to-market gains from derivatives (4)
(141)
Acquisition integration costs (5)
Acquisition-related costs (6)
13 
Divestiture-related costs (6)
(1)
Operating income from divestiture (6)
(19)
Remeasurement of net monetary position (7)
11 
Impact from pension participation changes (8)
423 
Impact from resolution of tax matters (9)
(15)
CEO transition remuneration (1)
22 
Adjusted Operating Income (1) for the Year Ended December 31, 2018
$4,302 
Higher net pricing576 
Higher input costs(340)
Favorable volume/mix140 
Higher selling, general and administrative expenses(173)
VAT-related settlement(32)
Impact from acquisition (6)
Other12 
Total change in Adjusted Operating Income (constant currency) (1)
189 4.4 %
        Unfavorable currency translation(227)
Total change in Adjusted Operating Income (1)
(38)(0.9)%
Adjusted Operating Income (1) for the Year Ended December 31, 2019
$4,264 
Simplify to Grow Program (2)
(442)
Intangible asset impairment charges (3)
(57)
Mark-to-market gains from derivatives (4)
91 
Acquisition-related costs (6)
(3)
Divestiture-related costs (6)
(6)
Operating income from divestiture (6)
Net gain on divestiture (6)
44 
Remeasurement of net monetary position (7)
Impact from pension participation changes (8)
35 
Impact from resolution of tax matters (9)
(85)
CEO transition remuneration (1)
(9)
Swiss tax reform impact (10)
(2)
Operating Income for the Year Ended December 31, 2019$3,843 16.0 %

(1)Refer to the Non-GAAP Financial Measures section at the end of this item.
(2)Refer to Note 8, Restructuring Program, for more information.
(3)Refer to Note 6, Goodwill and Intangible Assets, for more information on intangible asset impairments.
(4)Refer to Note 10, Financial Instruments, Note 18, Segment Reporting, and Non-GAAP Financial Measures section at the end of this item for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.
(5)Refer to our Annual Report on Form 10-K for the year ended December 31, 2018 for more information on the acquisition of a biscuit business in Vietnam.
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(6)Refer to Note 2, Acquisitions and Divestitures, for more information on the July 16, 2019 acquisition of a majority interest in Perfect Snacks, the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa and the June 7, 2018 acquisition of Tate's Bake Shop.
(7)Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.
(8)Refer to Note 11, Benefit Plans, for more information.
(9)Refer to Note 14, Commitments and Contingencies – Tax Matters, for more information.
(10)Refer to Note 16, Income Taxes, for more information on Swiss tax reform.

During 2019, we realized higher net pricing, which was partially offset by increased input costs. Higher net pricing, which included the carryover impact of pricing actions taken in 2018 as well as the effects of input cost-driven pricing actions taken during 2019, was reflected in Latin America, North America and AMEA as net pricing in Europe was flat. The increase in input costs was driven by higher raw material costs, partially offset by lower manufacturing costs due to productivity efforts. Higher raw material costs were in part due to higher currency exchange transaction costs on imported materials, as well as higher packaging, energy, dairy, grains, cocoa and oils costs, partially offset by lower costs for sugar and nuts. Favorable volume/mix was driven by Europe and AMEA, which was partially offset by unfavorable volume/mix in Latin America and North America.

Total selling, general and administrative expenses decreased $339 million from 2018, due to a number of factors noted in the table above, including in part, the lapping of the prior-year impact from pension participation changes, favorable currency impact, the benefit from current-year pension participation changes, favorable change in remeasurement of net monetary position in Argentina (remeasurement gain in 2019 as compared to a remeasurement loss in 2018), the lapping of a prior-year expense from the resolution of a tax matter, lower CEO transition remuneration and lower acquisition-related costs. These decreases were partially offset by the expenses from the resolution of tax matters in 2019, higher implementation costs incurred for the Simplify to Grow program, the impact of acquisitions, the lapping of a benefit from a prior-year VAT-related settlement, a VAT cost settlement in 2019 and higher divestiture-related costs. Excluding these factors, selling, general and administrative expenses increased $173 million from 2018. The increase was driven primarily by higher overheads reflecting route-to-market investments and higher advertising and consumer promotion costs.

We recorded an expense of $11 million from a VAT-related settlement in Latin America in 2019 and a benefit of $21 million from a VAT-related settlement in Latin America in 2018. Unfavorable currency changes decreased operating income by $227 million due primarily to the strength of the U.S. dollar relative to most currencies, including the euro, Argentinean peso, British pound sterling, Brazilian real, Australian dollar, Chinese yuan and Indian rupee.

Operating income margin increased from 12.8% in 2018 to 14.9% in 2019. The increase in operating income margin was driven primarily by the lapping of the prior-year impact from pension participation changes, lower Simplify to Grow Program costs, a gain on divestiture, the benefit from current-year pension participation changes, the lapping of a prior-year expense from the resolution of a tax matter and lower CEO transition remuneration, partially offset by the expenses from the resolution of tax matters in 2019 and the year-over-year unfavorable change in mark-to-market gains/(losses) from currency and commodity hedging activities. Adjusted Operating Income margin decreased from 16.7% in 2018 to 16.5% in 2019. The decrease in Adjusted Operating Income margin was driven primarily by higher raw material costs, mostly offset by higher pricing and lower manufacturing costs.



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Net Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $3,929 million increased by $612 million (18.5%) in 2019. Diluted EPS attributable to Mondelēz International was $2.69 in 2019, up $0.46 (20.6%) from 2018. Adjusted EPS was $2.46 in 2019, up $0.10 (4.2%) from 2018. Adjusted EPS on a constant currency basis was $2.62 in 2019, up $0.26 (11.0%) from 2018.
Diluted EPS
Diluted EPS Attributable to Mondelēz International for the Year Ended December 31, 2018$2.23
Simplify to Grow Program (2)
0.32 
Intangible asset impairment charges (2)
0.03 
Mark-to-market gains from derivatives (2)
(0.09)
Acquisition-related costs (2)
0.01 
Net earnings from divestitures (2) (3)
(0.04)
Remeasurement of net monetary position (2)
0.01 
Impact from pension participation changes (2)
0.22 
Impact from resolution of tax matters (2)
(0.01)
CEO transition remuneration (2)
0.01 
Gain related to interest rate swaps (4)
(0.01)
Loss on debt extinguishment (5)
0.07 
U.S. tax reform discrete net tax expense (6)
0.01 
Gain on equity method investment transaction (7)
(0.39)
Equity method investee items (8)
(0.01)
Adjusted EPS (1) for the Year Ended December 31, 2018
$2.36
Increase in operations0.11 
Increase in equity method investment net earnings0.08 
VAT-related settlements(0.01)
Changes in interest and other expense, net and are included(9)
0.02 
Changes in income taxes (10)
0.01 
Changes in shares outstanding (11)
0.05 
Adjusted EPS (constant currency)(1) for the income/(costs) associated withYear Ended December 31, 2019
$2.62
        Unfavorable currency translation(0.16)
Adjusted EPS (1) for the coffee business transactionsYear Ended December 31, 2019
$2.46
Simplify to Grow Program (2)
(0.24)
Intangible asset impairment charges (2)
(0.03)
Mark-to-market gains from derivatives (2)
0.05 
Net earnings from divestitures (2) (3)
0.05 
Net gain on divestiture (2)
0.03 
Impact from pension participation changes (2)
0.02 
Impact from resolution of $(0.01) in the table above.tax matters (2)
(0.05)
CEO transition remuneration (2)
(9)(0.01)Refer
Loss related to Note 8,Financial Instruments, for more information on our interest rate swaps which we no longer designate as cash flow hedges due to a change in financing and hedging plans.(4)
(0.08)
(10)
Swiss tax reform net impacts (6)
Refer to Note 7,Debt and Borrowing Arrangements, for more information0.53 
Loss on our loss on debt extinguishment and related expenses in connection with our debt tender offers.
(11)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.
(12)Includes our historical global coffee business prior to the July 2, 2015 deconsolidation. We reclassified the results of our historical coffee business from Adjusted Operating Income and included them with equity method investment earnings in Adjustedtransactions (7)(0.01)
Equity method investee items (8)
(0.03)
Diluted EPS Attributable to facilitate comparisons of past and future coffee operating results. Refer to Note 2,Divestitures and Acquisitions, andNon-GAAP Financial Measures appearing later in this sectionMondelēz International for more information.the Year Ended December 31, 2019$2.69
(13)Refer to Note 1,Summary of Significant Accounting Policies,for more information on the accounting calendar change in 2015.
(14)Excludes the favorable currency impact on interest expense related to ournon-U.S. dollar-denominated debt which is included in currency translation.
(15)Refer to Note 10,Stock Plans, for more information on our equity compensation programs, Note 11,Capital Stock,for more information on our share repurchase program and Note 15,Earnings Per Share, for earnings per share weighted-average share information.
(16)Refer to Note 14,Income Taxes, for more information on items affecting income taxes.
(17)Includes costs incurred and accrued related to the planned sale of a confectionery business in France. Refer to Note 2,Divestitures and Acquisitions,for more information.
(18)Refer to Note 2,Divestitures and Acquisitions – Keurig Transaction, for more information on the 2016 acquisition of an interest in Keurig.


(1)Refer to the Non-GAAP Financial Measures section appearing later in this section.
(2)See the Operating Income table above and the related footnotes for more information.
(3)Divestitures include completed sales of businesses, partial or full sales of equity method investments and exits of major product lines upon completion of a sale or licensing agreement. As we record our share of KDP and JDE Peet’s ongoing earnings on a one-quarter lag basis, we reflected the impact of prior-quarter sales of KDP and JDE Peet’s shares within divested results as if the sales occurred at the beginning of all periods presented.
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(4)Refer to Note 10, Financial Instruments, for information on interest rate swaps no longer designated as cash flow hedges.
(5)Refer to Note 9, Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.
(6)Refer to Note 16, Income Taxes, for more information on the impacts of U.S. and Swiss tax reform.
(7)Refer to Note 7, Equity Method Investments, for more information on gains and losses on equity method investment transactions.
(8)Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's and KDP equity method investees, such as acquisition and divestiture-related costs and restructuring program costs.
(9)Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation.
(10)Refer to Note 16, Income Taxes, for more information on the items affecting income taxes.
(11)Refer to Note 12, Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 17, Earnings per Share, for earnings per share weighted-average share information.


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Results of Operations by ReportableOperating 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 regional 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 inacross our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions.

Historically, we have recorded income from equity method investments within our operating income as these investments were part of our base business. Beginning in the third quarter of 2015, to align with the accounting for our new coffee equity method investment in JDE, we began to record the earnings from our equity method investments in equity method investment earnings outside of segment operating income. For the six months ended December 31, 2015,after-tax equity method investment net earnings were less than $1 million on a combined basis. Earnings from equity method investments through July 2, 2015 recorded within segment operating income were $52 million in AMEA and $4 million in North America. See Note 1,Summary of Significant Accounting Policies – Principles of Consolidation,and Note 2,Divestitures and Acquisitions,for additional information.

In 2015, we also began to report stock-based compensation for our corporate employees within general corporate expenses that were reported within our North America region. We reclassified $32 million of corporate stock-based compensation expense in 2015 from the North America segment to general corporate expenses.


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 16,18, 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 reflecting our current segment structure for all periods presented, were:

                                                      
   For the Years Ended December 31, 
   2017   2016   2015 
   (in millions) 

Net revenues:

      

Latin America(1)

  $3,566   $3,392   $4,988 

AMEA(2)

   5,739    5,816    6,002 

Europe(2)

   9,794    9,755    11,672 

North America

   6,797    6,960    6,974 
  

 

 

   

 

 

   

 

 

 

Net revenues

  $25,896   $25,923   $29,636 
  

 

 

   

 

 

   

 

 

 

(1)Net revenues of $1,217 million for 2015 from our Venezuelan subsidiaries are included in our consolidated financial statements. Beginning in 2016, we account for our Venezuelan subsidiaries using the cost method of accounting and no longer include net revenues of our Venezuelan subsidiaries within our consolidated financial statements. Refer to Note 1,Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting: Venezuela,for more information.
(2)On July 2, 2015, we contributed our global coffee businesses primarily from our Europe and AMEA segments. Net revenues of our global coffee business were $1,561 million in Europe and $66 million in AMEA for the year ended December 31, 2015. Refer to Note 2,Divestitures and Acquisitions – JDE Coffee Business Transactions, for more information.

                                                      
   For the Years Ended December 31, 
   2017   2016   2015 
   (in millions) 

Earnings before income taxes:

      

Operating income:

      

Latin America

  $565   $271   $485 

AMEA

   516    506    389 

Europe

   1,680    1,267    1,350 

North America

   1,120    1,078    1,105 

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

   (96   (94   96 

General corporate expenses

   (287   (291   (383

Amortization of intangibles

   (178   (176   (181

Net gain on divestitures

   186    9    6,822 

Loss on deconsolidation of Venezuela

           (778

Acquisition-related costs

       (1   (8
  

 

 

   

 

 

   

 

 

 

Operating income

   3,506    2,569    8,897 

Interest and other expense, net

   (382   (1,115   (1,013
  

 

 

   

 

 

   

 

 

 

Earnings before income taxes

  $3,124   $1,454   $7,884 
  

 

 

   

 

 

   

 

 

 
 For the Years Ended December 31,
 202020192018
 (in millions)
Net revenues:
Latin America$2,477 $3,018 $3,202 
AMEA5,740 5,770 5,729 
Europe10,207 9,972 10,122 
North America8,157 7,108 6,885 
Net revenues$26,581 $25,868 $25,938 

 For the Years Ended December 31,
 202020192018
 (in millions)
Earnings before income taxes:
Operating income:
Latin America$189 $341 $410 
AMEA821 691 702 
Europe1,775 1,732 1,734 
North America1,587 1,451 849 
Unrealized gains/(losses) on hedging activities
(mark-to-market impacts)
16 91 141 
General corporate expenses(326)(330)(335)
Amortization of intangible assets(194)(174)(176)
Net gain on divestiture— 44 — 
Acquisition-related costs(15)(3)(13)
Operating income3,853 3,843 3,312 
Benefit plan non-service income138 60 50 
Interest and other expense, net(608)(456)(520)
Earnings before income taxes$3,383 $3,447 $2,842 


51

Latin America

                                                                        
   For the Years Ended
December 31,
         
   2017   2016   $ change   % change 
   (in millions)     

Net revenues

  $3,566   $3,392   $174    5.1% 

Segment operating income

   565    271    294    108.5% 
   For the Years Ended
December 31,
         
   2016   2015   $ change   % change 
   (in millions)     

Net revenues

  $3,392   $4,988   $(1,596)    (32.0)% 

Segment operating income

   271    485    (214)    (44.1)% 

2017

 For the Years Ended
December 31,
  
 20202019$ change% change
 (in millions) 
Net revenues$2,477 $3,018 $(541)(17.9)%
Segment operating income189 341 (152)(44.6)%
 For the Years Ended
December 31,
  
 20192018$ change% change
 (in millions) 
Net revenues$3,018 $3,202 $(184)(5.7)%
Segment operating income341 410 (69)(16.8)%

2020 compared with 2016:

2019:


Net revenues increased $174decreased $541 million (5.1%(17.9%), due to unfavorable currency (18.1 pp) and unfavorable volume/mix (7.5 pp), partially offset by higher net pricing (7.7 pp). Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to most currencies in the region including the Brazilian real, Argentinean peso and favorable currency (1.9 pp),Mexican peso. Unfavorable volume/mix was due to the negative volume impact from the COVID-19 outbreak as well as the impact of pricing-related elasticity. Unfavorable volume/mix was driven by declines in gum and candy, partially offset by unfavorable volume/mix (4.2 pp)gains in cheese & grocery, chocolate, refreshment beverages and the impact of a divestiture (0.3 pp).biscuits. Higher net pricing was reflected across all categories, driven primarily by Argentina, Brazil and Mexico. Favorable currency impacts were due primarily to the strength of several currencies in the region relative to the U.S. dollar, primarily the Brazilian real, partially offset by the strength of the U.S. dollar relative to the Argentinean peso and Mexican peso. Unfavorable volume/mix, which occurred across most of the region, was largely due to the impact of pricing-related elasticity. In addition, only a portion of the shipments delayed at the end of the second quarter due to the malware incident was recovered. Unfavorable volume/mix was driven by declines in all categories except chocolate and candy. On December 1, 2016, we sold a small confectionery business in Costa Rica.


Segment operating income increased $294decreased $152 million (108.5%(44.6%), primarily due to higher net pricing, the benefit from the resolution of a Brazilian indirect tax matter of $153 million, lower manufacturing costs, lower costs incurred for the 2014-2018 Restructuring Program, favorable currency and lower advertising and consumer promotion costs. These favorable items were partially offset by higher raw material costs, unfavorable volume/mix, andunfavorable currency, higher other selling, general and administrative expenses (net of prior-yearlapping the expense of VAT-related settlements) settlements in 2019) and an unfavorable change in remeasurement of net monetary position in Argentina (remeasurement loss in 2020 as compared to a remeasurement gain in 2019).

2016 These unfavorable items were partially offset by higher net pricing, lower manufacturing costs (net of incremental COVID-19 related costs), lower costs incurred for the Simplify to Grow Program and higher benefits from the resolution of a tax matters.


2019 compared with 2015:

2018:


Net revenues decreased $1,596$184 million (32.0%(5.7%), due to the deconsolidation of our Venezuelan operations (21.9 pp), unfavorable currency (14.8(13.5 pp), and unfavorable volume/mix (5.3 pp) and the impact of a divestiture (0.1(2.1 pp), partially offset by higher net pricing (10.1(9.9 pp). The deconsolidation of our Venezuelan operations resulted in a year-over-year decrease in net revenues of $1,217 million. Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to most currencies in the region including the Argentinean peso and Mexican peso.Brazilian real. Unfavorable volume/mix which primarily occurred in Brazil and Argentina, was largely due to the impact of pricing-related elasticity, as well as strategic decisions to exit certainlow-margin product lines. Unfavorable volume/mix was driven by declines in all categories except for cheese & grocery. Higher net pricing was reflected across all categories driven primarily by Argentina, Brazil and Mexico.

Segment operating income decreased $214 million (44.1%), primarily due to higher raw material costs, the deconsolidation of our Venezuelan operations, unfavorable volume/mix and unfavorable currency. These unfavorable items were partially offset by higher net pricing, lower other selling, general and administrative expenses (including higher year-over yearVAT-related settlements), lower manufacturing costs, lower advertising and consumer promotion costs, lower costs incurred for the 2014-2018 Restructuring Program and the absence of remeasurement losses in 2016 related to our net monetary assets in Venezuela.

AMEA

                                                                        
   For the Years Ended
December 31,
         
   2017   2016   $ change   % change 
   (in millions)     

Net revenues

  $5,739   $5,816   $(77)    (1.3)% 

Segment operating income

   516    506    10    2.0% 
   For the Years Ended
December 31,
         
   2016   2015   $ change   % change 
   (in millions)     

Net revenues

  $5,816   $6,002   $(186)    (3.1)% 

Segment operating income

   506    389    117    30.1% 

2017 compared with 2016:

Net revenues decreased $77 million (1.3%), due to the impact of divestitures (2.2 pp), unfavorable currency (1.8 pp) and unfavorable volume/mix (0.2 pp), partially offset by higher net pricing (2.9 pp). The impact of divestitures, primarily related to the grocery & cheese business in Australia and New Zealand that was divested on July 4, 2017, resulted in a year-over-year decline in net revenues of $128 million for 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, Nigerian naira, Philippine peso, Chinese yuan 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. Unfavorable volume/mix was driven by declines in refreshment beverages, cheese & grocery, gum and candy, partially offset by gains in chocolate and biscuits. 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 except cheese & grocery.

Segment operating income increased $10 million (2.0%), primarily due to higher net pricing, lower other selling, general and administrative expenses (including a property insurance recovery), lower manufacturing costs and lower advertising and consumer promotion costs. These favorable items were mostly offset by higher raw material costs, unfavorable currency, unfavorable volume/mix, higher costs incurred for the 2014-2018 Restructuring Program, the impact of divestitures and higher intangible asset impairment charges.

2016 compared with 2015:

Net revenues decreased $186 million (3.1%), due to unfavorable currency (3.9 pp), the adjustment for deconsolidating our historical coffee business (1.1 pp) and unfavorable volume/mix (1.0 pp), partially offset by higher net pricing (1.7 pp) and the impact of an acquisition (1.2 pp). Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to most currencies in the region, including the Chinese yuan, Indian rupee, South African rand, Egyptian pound, Nigerian naira, Philippine peso and Australian dollar, partially offset by the strength of the Japanese yen relative to the U.S. dollar. The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenues of $66 million. Unfavorable volume/mix, including the unfavorable impact of strategic decisions to exit certainlow-margin product lines, was driven by declines in candy, refreshment beverages, cheese & grocery and chocolate, partially offset by gains in biscuits and gum. Higher net pricing was reflected across all categories, driven primarily by Argentina, Brazil and Mexico.


Segment operating income decreased $69 million (16.8%), primarily due to higher raw material costs, unfavorable currency, unfavorable volume/mix, the lapping of the 2018 benefit from the resolution of a Brazilian indirect tax matter of $26 million, higher manufacturing costs and higher other selling, general and administrative expenses (including lapping the benefit from a VAT-related settlement in 2018 and the expense of a VAT-related settlement in 2019). These unfavorable items were partially offset by higher net pricing, lower costs incurred for the Simplify to Grow Program, favorable change in remeasurement of net monetary position in Argentina (remeasurement gain in 2019 as compared to a remeasurement loss in 2018) and lower advertising and consumer promotion costs.


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AMEA
 For the Years Ended
December 31,
  
 20202019$ change% change
 (in millions) 
Net revenues$5,740 $5,770 $(30)(0.5)%
Segment operating income821 691 130 18.8 %
 For the Years Ended
December 31,
  
 20192018$ change% change
 (in millions) 
Net revenues$5,770 $5,729 $41 0.7 %
Segment operating income691 702 (11)(1.6)%

2020 compared with 2019:

Net revenues decreased $30 million (0.5%), due to unfavorable currency (1.3 pp), the impact of a divestiture (0.9 pp) and unfavorable volume/mix (0.6 pp), partially offset by higher net pricing (2.3 pp). Unfavorable currency impacts were due to the strength of the U.S. dollar relative to several currencies in the region, including the Indian rupee, South African rand, Australian dollar and Pakistan rupee, partially offset by the strength of several currencies relative to the U.S. dollar, including the Philippine peso, Egyptian pound, Japanese yen and Chinese yuan. The May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa resulted in a year-over-year decline in net revenues of $55 million. Unfavorable volume/mix was due to unfavorable product mix as overall higher volume was tempered by the negative volume impact from COVID-19 related lockdowns impacting our traditional trade markets. Unfavorable volume/mix was driven by declines in gum, chocolate, candy and refreshment beverages, partially offset by gains in biscuits and cheese & grocery. Higher net pricing was driven by chocolate, candy, biscuits, and refreshment beverages and cheese & grocery, partially offset by lower net pricing in gumcandy and cheese & grocery. The acquisition of a biscuit operation in Vietnam in July 2015 added net revenues of $71 million (constant currency basis).

gum.


Segment operating income increased $117$130 million (30.1%(18.8%), primarily due to higher net pricing, lapping prior-year expenses from the resolution of tax matters in India totaling $87 million, lower manufacturing costs higher net pricing,(net of incremental COVID-19 related costs), lower other selling, general and administrative expenses, lower intangible asset impairment charges and lower costs incurred for the 2014-2018 Restructuring Program, the absence of costs associated with the coffee business transactions and the impact of the Vietnam acquisition.Simplify to Grow Program. These favorable items were partially offset by higher raw material costs, the reclassification of equity method investment earnings, unfavorable volume/mix, unfavorable currency the deconsolidation of our historical coffee business and the impact of divestitures.

Europe

the prior-year divestiture.
                                                                        
   For the Years Ended
December 31,
         
   2017   2016   $ change   % change 
   (in millions)     

Net revenues

  $9,794   $9,755   $39    0.4% 

Segment operating income

   1,680    1,267    413    32.6% 
   For the Years Ended
December 31,
         
   2016   2015   $ change   % change 
   (in millions)     

Net revenues

  $9,755   $11,672   $(1,917)    (16.4)% 

Segment operating income

   1,267    1,350    (83)    (6.1)% 

2017

2019 compared with 2016:

2018:


Net revenues increased $39$41 million (0.4%(0.7%), due to favorable volume/mix (1.4(3.6 pp) and higher net pricing (1.7 pp), favorablemostly offset by unfavorable currency (1.0(3.3 pp), and the impact of an acquisition (0.6 pp), partially offset by the impact of divestitures (2.5 pp) and lower net pricing (0.1a divestiture (1.3 pp). Favorable volume/mix was driven by chocolategains across all categories except refreshment beverages and biscuits, partially offset by declines in gum, cheese & grocery, candy and refreshment beverages. In addition, a portion of the shipments delayed at the end of the second quarter due to the malware incidentcandy. Higher net pricing was not recovered. Favorablereflected across all categories. Unfavorable currency impacts reflected the strength of several other currencies relativewere due to the U.S. dollar, primarily the euro and Russian ruble, partially offset by the strength of the U.S. dollar againstrelative to several currencies in the region, including the British pound sterlingAustralian dollar, Chinese yuan, Indian rupee and Turkish lira.South African rand. The November 2016 acquisitiondivestiture of a business and license to manufacture, market and sell Cadbury-branded biscuits added net revenuesmost of $59 million (constant currency basis). The impact of divestitures, primarily due to the sale of a confectioneryour cheese business in France,the Middle East and Africa on May 28, 2019, resulted in a year-over-year decline in net revenues of $234$71 million.

Segment operating income decreased $11 million (1.6%), primarily due to higher raw material costs, expenses from the resolution of tax matters in India totaling $87 million, higher advertising and consumer promotion costs, unfavorable currency, higher other selling, general and administrative expenses, the impact of the divestiture and higher intangible asset impairment charges. These unfavorable items were partially offset by lower manufacturing costs, higher net pricing, lower costs incurred for 2017.the Simplify to Grow Program and favorable volume/mix.
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Europe
 For the Years Ended
December 31,
  
 20202019$ change% change
 (in millions) 
Net revenues$10,207 $9,972 $235 2.4 %
Segment operating income1,775 1,732 43 2.5 %
 For the Years Ended
December 31,
  
 20192018$ change% change
 (in millions) 
Net revenues$9,972 $10,122 $(150)(1.5)%
Segment operating income1,732 1,734 (2)(0.1)%

2020 compared with 2019:

Net revenues increased $235 million (2.4%), due to favorable volume/mix (2.8 pp), partially offset by lower net pricing (0.3 pp) and unfavorable currency (0.1 pp). Favorable volume/mix due to overall higher volume was tempered by the net impact from the COVID-19 outbreak, as overall increased food purchases for in-home consumption were partially offset by a negative volume impact on our world travel retail and foodservice businesses due to lockdowns and other restrictions. Favorable volume/mix was driven by gains in chocolate, cheese & grocery, biscuits and refreshment beverages, partially offset by declines in candy and gum. Lower net pricing was driven by biscuits mostlyand chocolate, partially offset by higher net pricing in all other categories.

cheese & grocery, candy, gum and refreshment beverages. Unfavorable currency impacts reflected the strength of the U.S. dollar relative to several currencies in the region, including the Russian ruble, Turkish lira, Norwegian krone and Ukrainian hryvnya mostly offset by the strength of several currencies in the region relative to the U.S. dollar, primarily the euro, British pound sterling, Swedish krona and Swiss franc.


Segment operating income increased $413$43 million (32.6%(2.5%), primarily due to lower manufacturing costs,favorable volume/mix, lower costs incurred for the 2014-2018 RestructuringSimplify to Grow Program lower other selling, general and administrative expenses, lower divestiture-related costs, lower advertising and consumer promotion costs, the benefit from the settlement of a Cadbury tax matter, favorable volume/mix, lower intangible asset impairment charges, favorable currency and the impact of an acquisition.costs. These favorable items were partially offset by higher raw material costs, the impact of divestitures, incremental costs incurred due to the malware incident, lower net pricing, higher intangible asset impairment charges, higher other selling, general and a prior-year gain on the sale of an intangible asset.

2016administrative expenses and unfavorable currency.


2019 compared with 2015:

2018:


Net revenues decreased $1,917$150 million (16.4%(1.5%), due to the adjustment for deconsolidating our historical coffee business (12.9 pp), unfavorable currency (4.4 pp), lower net pricing (0.4 pp) and the impact of divestitures (0.2(5.2 pp), partially offset by favorable volume/mix (1.3(3.7 pp) and the impact of an acquisition (0.2 pp). The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in, as net revenues of $1,561 million.pricing was flat. Unfavorable currency impacts reflected the strength of the U.S. dollar againstrelative to most currencies in the region, primarily the euro, British pound sterling. Lower net pricing was reflected across most categories except candysterling, Turkish lira and gum.Swedish krona. Favorable volume/mix includingwas driven by gains across all categories except gum. Net pricing was flat as higher net pricing in gum and candy was offset by lower net pricing in all other categories.

Segment operating income decreased $2 million (0.1%), primarily due to unfavorable currency, higher raw material costs and higher advertising and consumer promotion costs. These unfavorable items were mostly offset by favorable volume/mix, lower manufacturing costs and lower intangible asset impairment charges.
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North America
For the Years Ended
December 31,
 20202019$ change% change
 (in millions) 
Net revenues$8,157 $7,108 $1,049 14.8 %
Segment operating income1,587 1,451 136 9.4 %
 For the Years Ended
December 31,
  
 20192018$ change% change
 (in millions) 
Net revenues$7,108 $6,885 $223 3.2 %
Segment operating income1,451 849 602 70.9 %

2020 compared with 2019:

Net revenues increased $1,049 million (14.8%), due to favorable volume/mix (6.3 pp), the unfavorable impact of strategic decisionsacquisitions (6.3 pp) and higher net pricing (2.3 pp), partially offset by unfavorable currency (0.1 pp). Favorable volume/mix, in part due to exit certainlow-margin product lines,the positive volume impact from COVID-19 as consumers increased their food purchases for in-home consumption, was driven by gains in biscuits, partially offset by declines in gum, chocolate and candy. The April 1, 2020 acquisition of Give & Go added incremental net revenues of $390 million and the July 16, 2019 acquisition of a majority interest in Perfect Snacks added net revenues of $55 million in 2020. Higher net pricing was driven by biscuits, chocolate and cheese & grocery, partially offset by declines in gum, candy and refreshment beverages. The purchase of the license to manufacture, market and sell Cadbury-branded biscuits in November 2016 added net revenues of $16 million (constant currency basis).

Segment operating income decreased $83 million (6.1%), primarily due to the deconsolidation of our historical coffee business, unfavorable currency, higher raw material costs, divestiture-related costs, higher costs incurred for the 2014-2018 Restructuring Program, lower net pricing, higher intangible asset impairment charges and the impact of divestitures. These unfavorable items were partially offset by the absence of costs associated with the JDE coffee business transactions, lower manufacturing costs, lower other selling, general and administrative expenses, favorable volume/mix and a gain on the sale of an intangible asset.

North America

                                                                        
   For the Years Ended         
   December 31,         
   2017   2016   $ change   % change 
   (in millions)     

Net revenues

  $6,797   $6,960   $(163   (2.3)% 

Segment operating income

   1,120    1,078    42    3.9 % 
   For the Years Ended         
   December 31,         
   2016   2015   $ change   % change 
   (in millions)     

Net revenues

  $6,960   $6,974   $(14   (0.2)% 

Segment operating income

   1,078    1,105    (27   (2.4)% 

2017 compared with 2016:

Net revenues decreased $163 million (2.3%), due to unfavorable volume/mix (1.8 pp), lower net pricing (0.6 pp) and the impact of divestitures (0.1 pp), partially offset by favorable currency (0.2 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 higherlower 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 increased $42 million (3.9%), 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 manufacturing costs, lower advertising and consumer promotion costs and lower raw material costs. These favorable items were partially offset by unfavorable volume/mix, incremental costs incurred due to the malware incident, lower net pricing, the impact of divestitures and prior-year gain on the sale of an intangible asset.

2016 compared with 2015:

Net revenues decreased $14 million (0.2%), due to the impact of an accounting calendar change made in the prior year (1.1 pp), unfavorable currency (0.3 pp) and lower net pricing (0.2 pp), mostly offset by favorable volume/mix (1.4 pp). The prior-year change in North America’s accounting calendar resulted in a year-over-year decrease in net revenues of $76 million. Unfavorable currency impact was due to the strength of the U.S. dollar relative to the Canadian dollar. Lower net pricing was reflected in biscuits and candy, partially offset by higher net pricing in chocolate and gum. Favorable volume/ mix, including the unfavorable impact of strategic decisions to exit certainlow-margin product lines, was driven by gains in biscuits and candy, partially offset by declines in gum and chocolate.


Segment operating income decreased $27increased $136 million (2.4%(9.4%), primarily due to favorable volume/mix, higher costs incurred fornet pricing and the 2014-2018 Restructuring Program,impact of acquisitions. These favorable items were partially offset by higher advertising and consumer promotion costs, intangible asset impairment charges, the year-over-year impact of the prior-year accounting calendar change, higher raw material costs and lower net pricing. These unfavorable items were mostly offset by lower other selling, general and administrative expenses (including incremental COVID-19 related costs), higher raw material costs, lapping the gain on salebenefit from prior-year pension participation changes and higher costs incurred for the Simplify to Grow Program.

2019 compared with 2018:

Net revenues increased $223 million (3.2%), due to higher net pricing (2.3 pp) and the impact of property)acquisitions (1.3 pp), partially offset by unfavorable currency (0.3 pp) and unfavorable volume/mix (0.1 pp). Higher net pricing was reflected across all categories except chocolate. The July 16, 2019 acquisition of a majority interest in Perfect Snacks added net revenues of $53 million and the June 7, 2018 acquisition of Tate’s Bake Shop added incremental net revenues of $35 million in 2019. Unfavorable currency impact was due to the strength of the U.S. dollar relative to the Canadian dollar. Unfavorable volume/mix was driven by declines in gum, chocolate and candy, mostly offset by favorable volume/mix in biscuits.

Segment operating income increased $602 million (70.9%), primarily due to lapping prior-year pension participation changes, higher net pricing, lower manufacturing costs, favorable volume/mixlower costs incurred for the Simplify to Grow Program, benefit from current-year pension participation changes, lapping prior-year intangible asset impairment charges and the gain onimpact from the saleacquisitions of an intangible asset.

Perfect Snacks and Tate's Bake Shop. These favorable items were partially offset by higher raw material costs, higher other selling, general and administrative expenses and unfavorable volume/mix.


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Critical Accounting Estimates


We prepare our 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. Note 1,Summary of Significant Accounting Policies, to the consolidated financial statements includes a summary of the significant accounting policies we used to prepare our consolidated financial statements. We have discussed the selection and disclosure of our critical accounting policies and estimates with our Audit Committee. The following is a review of our most significant assumptions and estimates.


Goodwill andNon-Amortizable Indefinite-Life Intangible Assets:

We have historically annually testedtest goodwill andnon-amortizable indefinite-life intangible assets for impairment as of October 1. This year, we voluntarily changed theon an annual impairment assessment date from October 1 tobasis on 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.

We assess goodwill impairment risk throughout the year by performing a qualitative review of entity-specific, industry, market and general economic factors affecting our goodwill reporting units. We review our operating segment and reporting unit structure for goodwill testing annually or as significant changes in the organization occur. Annually, we may perform qualitative testing, or depending on factors such as prior-year test results, current year developments, current risk evaluations and other practical considerations, we may elect to do quantitative testing instead. In our quantitative testing, we compare a reporting unit’s estimated fair value with its carrying value. 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%6.1% 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%9.1%. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans and industry and economic conditions based on available information. Given the uncertainty of the global economic environment and our actual results and conditions may differ over time.the impact of COVID-19, those estimates could be significantly different than future performance. If the carrying value of a reporting unit’s net assets exceeds its fair value, we would recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit fair value.


In 2017, 20162020, 2019 and 2015,2018, there were no impairments of goodwill. In connection with our 20172020 annual impairment testing, each of our reporting units had sufficient fair value in excess of carrying value. While all reporting units passed our annual impairment testing, if we do not meetplanned 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.


Annually, we assessnon-amortizable indefinite-life intangible assets for impairment by performing a qualitative review and assessing events and circumstances that could affect the fair value or carrying value of the indefinite-lived intangiblethese assets. If significant potential impairment risk exists for a specific asset, we quantitatively test it for impairment by comparing its estimated fair value with its carrying value. We determine estimated fair value using planned growth rates, market-based discount rates and estimates of royalty rates. If the carrying value of the asset exceeds its estimated fair value, the asset is impaired and its carrying value is reduced to the estimated fair value.


During our 2017 annual testing ofnon-amortizable intangible assets,2020, we recorded $70$144 million of intangible asset 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 globaleight brands. We recorded charges related to gum, chocolate, biscuits and candy and gum trademarksbrands of $52$83 million in AMEA, $11North America, $53 million in Europe, $5 million in Latin AmericaAMEA and $2$3 million in NorthLatin 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 aseveral accepted valuation methods, including relief of royalty, valuation method, which utilizesexcess earnings and excess margin, that utilize estimates of future sales, earnings growth rates, royalty rates and discount rates in determining a brand’sbrand's global fair value. We also noted thirteenidentified nine brands, including the fiveeight impaired trademarks,brands, with $963$753 million of aggregate book value as of December 31, 20172020 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 monitor our brand performance, particularly in light of the significant uncertainty due to the COVID-19 pandemic and related impacts to our business. If the brand earnings expectations are not be impaired, but if we do not meet the product line expectationsmet 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. In 2016,2019, we recorded charges related to gum, chocolate, biscuits and candy and gum trademarksbrands of $41$39 million in AMEA, $32Europe, $15 million in North America, $22 million in Europe,AMEA and $3 million in Latin America. In 2015,2018, we recorded a $44 million chargecharges related to gum, chocolate, biscuits and candy and biscuit trademarks in AMEA, $22brands of $45 million in Europe, and $5$14 million in Latin America.

North America and $9 million in AMEA.


Refer to Note 5,6, Goodwill and Intangible Assets, for additional information.

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Trade and marketing programs:

We promote our products with trade and sales incentives as well as marketing and advertising programs. These programs include, but are not limited to, new product introduction fees, discounts, coupons, rebates and volume-based incentives as well as cooperative advertising,in-store displays and consumer marketing promotions. Trade and sales incentives are recorded as a reduction to revenues based on amounts estimated due to customers and consumers at the end of a period. We base these estimates principally on historical utilization and redemption rates. For interim reporting purposes, advertising and consumer promotion expenses are charged to operations as a percentage of volume, based on estimated sales volume and estimated program spending. We do not defer costs on ouryear-end consolidated balance sheet and all marketing and advertising costs are recorded as an expense in the year incurred.


Employee Benefit Plans:

We sponsor various employee benefit plans throughout the world. These include primarily pension plans and postretirement healthcare benefits. For accounting purposes, we estimate the pension and postretirement healthcare benefit obligations utilizing assumptions and estimates for discount rates; expected returns on plan assets; expected compensation increases; employee-related factors such as turnover, retirement age and mortality; and health care cost trends. We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. Our assumptions also reflect our historical experiences and management’s best judgment regarding future expectations. These and other assumptions affect the annual expense and obligations recognized for the underlying plans.


As permitted by U.S. GAAP, we generally amortize the effect of changes in the assumptions over future periods. The cost or benefit of plan changes, such as increasing or decreasing benefits for prior employee service (prior service cost), is deferred and included in expense on a straight-line basis over the average remaining service period of the employees expected to receive benefits.


Since pension and postretirement liabilities are measured on a discounted basis, the discount rate significantly affects our plan obligations and expenses. TheFor plans that have assets held in trust, the expected return on plan assets assumption affects our pension plan expenses, as many of our pension plans are partially funded.expenses. The assumptions for discount rates and expected rates of return and our process for setting these assumptions are described in Note 9,11, Benefit Plans, to the consolidated financial statements.


While we do not anticipate further changes in the 20182020 assumptions for our U.S. andnon-U.S. pension and postretirement health care plans, as a sensitivity measure, afifty-basis point change in our discount rates or the expected rate of return on plan assets would have the following effects, increase/(decrease), on our annual benefit plan costs:

                                                                        
  As of December 31, 2017  As of December 31, 2020
  U.S. Plans   Non-U.S. Plans  U.S. PlansNon-U.S. Plans
Fifty-Basis-Point   Fifty-Basis-Point Fifty-Basis-PointFifty-Basis-Point
  Increase   Decrease   Increase   Decrease  IncreaseDecreaseIncreaseDecrease
  (in millions)  (in millions)

Effect of change in discount rate on
pension costs

  $(16  $17   $(67  $76 Effect of change in discount rate on
pension costs
$(2)$$(35)$68 

Effect of change in expected rate of return on
plan assets on pension costs

   (8   8    (43   43 Effect of change in expected rate of return on
plan assets on pension costs
(8)(54)54 

Effect of change in discount rate on
postretirement health care costs

   (3   4    (1   1 Effect of change in discount rate on
postretirement health care costs
(3)— — 


In accordance with obligations we have under collective bargaining agreements, we participate in multiemployer pension plans. In 2017, the only individually significant multiemployer plan we contributed to was the Bakery and Confectionery Union and Industry International Pension Fund. Our obligation to contribute to the Fund arose with respect to 8 collective bargaining agreements covering most of our employees represented by the Bakery, Confectionery, Tobacco and Grain Millers Union. All of those collective bargaining agreements expired in 2016. In 2018, we executed a complete withdrawal from the Fund and recorded a $429 million estimated withdrawal liability. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years and we recorded a $35 million final adjustment to reduce our
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withdrawal liability as of June 30, 2019. We began making monthly payments during the third quarter of 2019. As of December 31, 2020, the remaining discounted withdrawal liability was $375 million.

See additional information on our employee benefit plans in Note 11, Benefit Plans.

Income Taxes:

As a global company, we calculate and provide for income taxes in each tax jurisdiction in which we operate. The provision for income taxes includes the amounts payable or refundable for the current year, the effect of deferred taxes and impacts from uncertain tax positions. Our provision for income taxes is significantly affected by shifts in the geographic mix of ourpre-tax earnings across tax jurisdictions, changes in tax laws and regulations, tax planning opportunities available in each tax jurisdiction and the ultimate outcome of various tax audits.


Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and tax bases of our assets and liabilities and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which those differences are expected to be recovered or settled. Valuation allowances are established for deferred tax assets when it is more likely than not that a tax benefit will not be realized.


We believe our tax positions comply with applicable tax laws and that we have properly accounted for uncertain tax positions. We recognize tax benefits in our financial statements from uncertain tax positions only if it is more likely than not that the tax position will be sustained by the taxing authorities based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon resolution. We evaluate uncertain tax positions on an ongoing basis and adjust the amount recognized in light of changing facts and circumstances, such as the progress of a tax audit or expiration of a statute of limitations. We believe the estimates and assumptions used to support our evaluation of uncertain tax positions are reasonable. However, final determination of historical tax liabilities, whether by settlement with tax authorities, judicial or administrative ruling or due to expiration of statutes of limitations, could be materially different from estimates reflected on our consolidated balance sheet and historical income tax provisions. The outcome of these final determinations could have a material effect on our provision for income taxes, net earnings or cash flows in the period in which the determination is made.

As a result of the U.S. tax reform and the related SEC guidance, we included provisional estimates in our consolidated financial statements for some impacts of the new tax legislation. We were unable to make a reasonable estimate for other provisions of the legislation and did not include an estimate in our consolidated financial statements.


See Note 14,16, Income Taxes, for further discussion of the provisional amounts related toimpacts from Swiss and U.S. tax reform included in our financial statements, and a discussion of the items for which no estimate could be made, as well as additional information on our effective tax rate, current and deferred taxes, valuation allowances and unrecognized tax benefits.


Contingencies:

See Note 12,14, Commitments and Contingencies, to the consolidated financial statements.


New Accounting Guidance:

See Note 1,Summary of Significant Accounting Policies, to the consolidated financial statements for a discussion of new accounting standards.


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Liquidity and Capital Resources


We believe that cash from operations, our revolving credit facilities, short-term borrowings and our authorized long-term financing will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures and future payments of our contractual, tax and benefit plan obligations and payments for acquisitions, share repurchases transition tax liability on our historical accumulated foreign earnings dueand quarterly dividends. In light of the current uncertainty in the global markets related to the U.S. tax reformCOVID-19 pandemic, however, an economic or credit crisis could occur and paymentimpair credit availability and our ability to raise capital when needed. A disruption in the financial markets could also impair our banking and other business partners, on whom we rely for access to capital and as counterparties for a number of our anticipated quarterly dividends.derivative contracts. Any of these and other developments could materially harm our access to capital or financial condition. As a precautionary measure and to preserve financial flexibility, we temporarily increased our credit facility borrowing capacity in 2020. In the third quarter of 2020, we completed the retirement of this incremental short-term borrowing capacity and have returned our credit facility available capacity to pre-COVID-19 levels. Refer to Note 9, Debt and Borrowing Arrangements, for additional details. In connection with COVID-19 and various legislatively authorized tax payment deferral mechanisms available for income tax, indirect tax (such as value-added tax) and payroll tax in a number of jurisdictions, we were able to defer certain of these tax payments, which provided a cash benefit that reverses when the payments come due. Some of these payments were made in the fourth quarter of 2020; the remainder will come due in 2021 and 2022. The benefits associated with the deferral of these payments were not material. We expect to continue to utilize our commercial paper program and international credit lines as needed, and we secured and continue to evaluate long-term debt issuances for regularto meet our short- and longer-term funding requirements. We also use intercompany loans with our international subsidiaries to improve financial flexibility. Overall, we do not expect any negative effects to our funding sources that would have a material effect on our liquidity.

liquidity; however, if a serious economic or credit market crisis ensues, it could have a material adverse effect on our liquidity, results of operations and financial condition.


Net Cash Provided by Operating Activities:

Operating activities provided net cash of $2,593$3,964 million in 2017, $2,8382020, $3,965 million in 20162019 and $3,728$3,948 million in 2015. Cash flows from2018. Net cash provided by operating activities was largely flat in 2020 relative to 2019 as higher cash tax payments in 2020 (primarily related to sales of KDP and JDE Peet's shares and the resolution of several indirect tax matters under a tax amnesty program in India) and the payment of costs associated with the JDE Peet's transaction in 2020 were lower in 2017 than 2016 primarily due to increases inlargely offset by working capital includingimprovements. The increase in net cash provided by operating activities in 2019 relative to 2018 was due primarily to higher tax andVAT-related payments in 2017 and lower operating cash flowsearnings, increased distributions from divested businesses, partially offset by higher net earningsequity method investments and lower pension contributions, in 2017. Cash flows from operating activities were lower in 2016 than 2015 due to higher contributions to our pension benefit plans in 2016 and higherpartially offset by increased working capital cash improvements in 2015 than in 2016.

requirements including higher tax payments.


Net Cash Provided by/(Used in)in Investing Activities:

Net cash provided by investing activities was $500 million in 2020, compared to net cash used in investing activities was $301of $960 million in 20172019 and $1,029$1,224 million in 2016 and2018. The increase in net cash provided by investing activities in 2020 relative to 2019 was $2,649 millionprimarily due to cash received from the sale of shares in 2015.the JDE Peet's and KDP offerings and lower capital expenditures, partially offset by cash paid to acquire a majority interest in Give & Go. The decrease in net cash used in investing activities in 20172019 relative to 20162018 was primarily due to higher net proceeds received from divestituresless cash expended for acquisitions in 2017, no acquisition-related payments2019 than in 2017 as in 2016, and2018, lower capital expenditures in 2017. The increase in netand the 2019 cash used in investing activities in 2016 relative to 2015 primarily relates to $4.7 billion of proceeds net of divested cash and transaction costs, from the contribution of our global coffee businesses to JDE, the divestiture of AGFprimarily our cheese business in the Middle East and theAfrica, partially offset by lower cash receiptreceived as a result of $1.0 billion due to the settlement and replacement of currency exchange forwardseveral net investment hedge derivative contracts relatedand cash paid to settle our coffee business transactions in 2015.

forward-starting interest rate swaps.


Capital expenditures were $1,014$863 million in 2017, $1,2242020, $925 million in 20162019 and $1,514$1,095 million in 2015.2018. We continue to make capital expenditures primarily to modernize manufacturing facilities and support new product and productivity initiatives. We expect 20182021 capital expenditures to be up to $1.0 billion, including capital expenditures in connection with our 2014-2018 RestructuringSimplify to Grow Program. We expect to continue to fund these expenditures with cash from operations.


Net Cash Used in Financing Activities:

Net cash used in financing activities was $3,361$2,215 million in 2017, $1,8622020, $2,787 million in 20162019 and $5,883$2,329 million in 2015.2018. The decrease in net cash used in financing activities in 2020 relative to 2019 was primarily due to higher net debt issuances and lower share repurchases, partially offset by higher dividends paid and lower proceeds from stock option exercises in 2020. The increase in net cash used in financing activities in 20172019 relative to 20162018 was primarily due to lower net debt issuances of short-term and long-term debt as well as an increase inhigher dividends paid partlyin 2019, partially offset by lower Common Stock repurchases compared to the prior year. The decrease in net cash used in financing activities in 2016 relative to 2015 was primarily due to higher short-term debt issuances and $1.0 billionshare repurchases.

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Table of lower share repurchases following the exceptional year of share repurchases using proceeds from the global coffee business transactions in 2015.

Contents

Debt:

From time to time we refinance long-term and short-term debt. Refer to Note 7,9, Debt and Borrowing Arrangements, for details of our recent tender offers, debt issuances and maturities during 2016-2017.maturities. 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 or other financing needs.

During 2016, one


One of our subsidiaries, Mondelez International Holdings Netherlands B.V. (“MIHN”), issued debt totaling $4.5 billion.has outstanding debt. Refer to Note 9, Debt and Borrowing Arrangements. The operations held by MIHN generated approximately 74.5%71.8% (or $19.3$19.1 billion) of the $25.9$26.6 billion of consolidated net revenue during fiscal year 20172020 and represented approximately 75.5%76.2% (or $19.8$21.1 billion) of the $26.2$27.7 billion of net assets as of December 31, 2017.

On February 3, 2017,2020.


During December 2020, our Board of Directors approved a new $5$6.0 billion long-term financing authority to replace the prior $8.0 billion authority. As of December 31, 2017,2020, we had $4.7$6.0 billion of long-term financing authority remaining.


In January 2021, we repaid approximately $0.8 billion of maturing debt. In the next 12 months, we expect $1.2to repay approximately $1.8 billion of maturing long-term debt will mature as follows: fr.250 million Swiss franc notes ($257 million as ofincluding: $1.5 billion in October 2021 and $0.3 billion in December 31, 2017) in January 2018, $478 million in February 2018, £76 million sterling notes ($103 million as of December 31, 2017) in July 2018, and $322 million in August 2018.2021. We expect to fund these repayments with a combination of cash from operationson hand, as well as short-term and the issuance of commercial paper or long-term debt.


Our total debt was $17.7$20.0 billion at December 31, 20172020 and $17.2$18.4 billion at December 31, 2016.2019. Ourdebt-to-capitalization ratio was 0.42 at December 31, 2020 and 0.40 at December 31, 2017 and 0.41 at December 31, 2016.2019. At December 31, 2017,2020, the weighted-average term of our outstanding long-term debt was 6.27.4 years. Our average daily commercial borrowings were $4.4$2.3 billion in 2017, $2.22020, $4.1 billion in 20162019 and $2.2$4.5 billion in 2015.2018. We had $3.4 billion ofno commercial paper borrowings outstanding at December 31, 20172020 and $2.4$2.6 billion outstanding as of December 31, 2016.2019. We expect to continue to use cash or commercial paper to finance various short and long-termshort-term financing needs andneeds. As of December 31, 2020, we continued to continue to complybe in compliance with our long-term debt covenants. Refer to Note 7,9, 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 2017,2020, the primary drivers of the increase in our aggregate commodity costs were higher currency-relatedcurrency exchange transaction costs on our commodity purchases andimported materials, as well as increased costs for cocoa, dairy, cocoa, sugar, energy, packaging, nuts, grains and other raw materials.

ingredients costs, partially offset by lower costs for oils.


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 2018.2021. 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


We have no significantoff-balance sheet arrangements other than the contractual obligations discussed below.


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Guarantees:

As discussed in Note 12,14, Commitments and Contingencies, we enter into third-party guarantees primarily to cover the 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 December 31, 2017,2020, we had no material third-party guarantees recorded on our consolidated balance sheet.


Guarantees do not have, and we do not expect them to have, a material effect on our liquidity.


Aggregate Contractual Obligations:

The following table summarizes our contractual obligations at December 31, 2017.

2020.
                                                                                          
   Payments Due 
   Total   2018   2019-20   2021-22   2023 and
Thereafter
 
   (in millions) 

Debt(1)

  $14,196   $1,162   $3,545   $4,127   $5,362 

Interest expense(2)

   3,330    348    556    431    1,995 

Capital leases

   3    1    2         

Operating leases(3)

   920    245    352    169    154 

Purchase obligations: (4)

          

Inventory and production costs

   5,328    3,083    1,645    256    344 

Other

   831    694    130    6    1 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   6,159    3,777    1,775    262    345 

U.S. tax reform transition liability(5)

   1,317    128    200    200    789 

Other long-term liabilities (6)

   423    21    135    65    202 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $26,348   $5,682   $6,565   $5,254   $8,847 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)Amounts include the expected cash payments of our debt excluding capital leases, which are presented separately in the table above. The amounts also exclude $64 million of net unamortizednon-cash bond premiums, discounts, bank fees andmark-to-market adjustments related to our interest rate swaps recorded in total debt.
(2)Amounts represent the expected cash payments of our interest expense on our long-term debt. Interest calculated on our euro, British pound sterling and Swiss franc notes was forecasted using currency exchange rates as of December 31, 2017. An insignificant amount of interest expense was excluded from the table for a portion of our othernon-U.S. debt obligations due to the complexities involved in forecasting expected interest payments.
(3)Operating lease payments represent the minimum rental commitments undernon-cancelable operating leases.
(4)Purchase obligations for inventory and production costs (such as raw materials, indirect materials and supplies, packaging,co-manufacturing arrangements, storage and distribution) are commitments for projected needs to be utilized in the normal course of business. Other purchase obligations include commitments for marketing, advertising, capital expenditures, information technology and professional services. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and approximate timing of the transaction. Most arrangements are cancelable without a significant penalty and with short notice (usually 30 days). Any amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.
(5)In connection with the U.S. tax reform, we currently estimate paying a $1.3 billion transition tax liability through 2026. The amounts and timing of our tax payments are likely to change as a result of additional guidance expected to be issued in 2018. See Note 14,Income Taxes, for additional information on the U.S. tax reform and its impact on our financial statements.
(6)Other long-term liabilities include estimated future benefit payments for our postretirement health care plans through December 31, 2027 of $235 million. We are unable to reliably estimate the timing of the payments beyond 2027; as such, they are excluded from the above table. There are also another $126 million of various other long-term liabilities that are expected to be paid over the next 5 years. In addition, the following long-term liabilities included on the consolidated balance sheet are excluded from the table above: accrued pension costs, unrecognized tax benefits, insurance accruals and other accruals. As of December 31, 2017, our unrecognized tax benefit, including associated interest and penalties, classified as a long-term payable is $649 million. We currently expect to make approximately $289 million in contributions to our pension plans in 2018.

 Payments Due
 Total20212022-232024-252026 and Thereafter
 (in millions)
Debt (1)
$19,855 $2,669 $4,434 $3,081 $9,671 
Interest expense (2)
4,194 427 705 556 2,506 
Finance leases (3)
276 81 122 51 22 
Operating leases757 203 262 123 169 
Purchase obligations: (4)
Inventory and production costs6,612 3,750 2,314 473 75 
Other1,188 853 248 87 — 
32,882 7,983 8,085 4,371 12,443 
U.S. tax reform transition liability (5)
936 95 247 497 97 
Multiemployer pension plan
   withdrawal liability (6)
489 26 53 53 357 
Other long-term liabilities (7)
208 33 33 34 108 
Total$34,515 $8,137 $8,418 $4,955 $13,005 
(1)Amounts include the expected cash payments of our long-term debt, including the current portion and excluding finance leases, which are presented separately in the table above. The amounts also exclude $94 million of net unamortized non-cash bond premiums, discounts, bank fees and mark-to-market adjustments related to our interest rate swaps recorded in total debt.
(2)Amounts represent the expected cash payments of our interest expense on our long-term debt. Interest calculated on our non-U.S. dollar denominated debt was forecasted using currency exchange rates as of December 31, 2020.
(3)Amounts exclude imputed interest on finance leases of $20 million.
(4)Purchase obligations for inventory and production costs (such as raw materials, indirect materials and supplies, packaging, co-manufacturing arrangements, storage and distribution) are commitments for projected needs to be utilized in the normal course of business. Other purchase obligations include commitments for marketing, advertising, capital expenditures, information technology and professional services. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and approximate timing of the transaction. Most arrangements are cancelable without a significant penalty and with short notice (usually 30 days). Any amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.
(5)In connection with U.S. tax reform, we estimate paying a total $1.3 billion transition tax liability through 2026. As of December 31, 2020, the amount outstanding was $0.9 billion. See Note 16, Income Taxes, for additional information on U.S. tax reform and its impact on our financial statements.
(6)During 2018, we executed a complete withdrawal liability from our most individually significant multiemployer pension plan. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years through 2039. See Note 11, Benefit Plans, for additional information on our multiemployer pension plan withdrawal liability.
(7)Other long-term liabilities in the table above include the long-term liabilities and any current portion of these obligations. We have included the estimated future benefit payments for our postretirement health care plans through December 31, 2030 of $172 million. We are unable to reliably estimate the timing of the payments beyond 2030; as such, they are excluded from the above table. There are also another $18 million of various other long-term liabilities that are expected to be paid over the next 5 years. In addition, the following long-term liabilities included on the consolidated balance sheet are excluded from the table above: accrued pension costs, unrecognized tax benefits, insurance accruals and other accruals. As of December 31, 2020, our unrecognized tax benefit, including associated interest and penalties, classified as a long-term payable is $515 million. We currently expect to make approximately $236 million in contributions to our pension plans in 2021.
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Equity and Dividends


Stock Plans:

See Note 10,12, Stock Plans, to the consolidated financial statements for more information on our stock plans and grant activity during 2015-2017.

2018-2020.


Share Repurchases:

See Note 11,13, Capital Stock, to the consolidated financial statements and Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Issuer Purchases of Equity Securities, for more information on our share repurchase program.

Between 2013 and 2017,


As of December 31, 2020, our Board of DirectorsDirector has authorized the repurchase of a total of $13.7share repurchases up to $23.7 billion of our Common Stock 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 repurchase2023. Under this program, raising the authorization to $19.7we have repurchased approximately $17.9 billion of Common Stock repurchases, and extended the programshares through December 31, 2020. We repurchased approximately $132020 ($1.4 billion of shares ($2.2in 2020, $1.5 billion in 2019, $2.0 billion in 2018, $2.2 billion in 2017, $2.6 billion in 2016, $3.6 billion in 2015, $1.9 billion in 2014 and $2.7 billion in 2013), at a weighted-average cost of $38.86$40.57 per share, through December 31, 2017. share.

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 $1,198$1,678 million in 2017, $1,0942020, $1,542 million in 20162019 and $1,008$1,359 million in 2015.2018. On August 2, 2017,July 28, 2020, the Finance Committee, with authorization delegated from our Board of Directors, approveddeclared a 16%quarterly cash dividend of $0.315 per share of Class A Common Stock, an increase in the quarterly dividend to $0.22 per common share or $0.88of 11 percent, which would be $1.26 per common share on an annualized basis. On July 19, 2016,In 2019, our Boardquarterly cash dividend increased from $0.26 to $0.285 per share of Directors approved a 12%Class A Common Stock, an increase of 10 percent, and in the2018, our quarterly cash dividend increased from $0.22 to $0.19$0.26 per common share or $0.76 per common share onof Class A Common Stock, an annual basis. On July 23, 2015, our Boardincrease of Directors approved a 13% increase in the quarterly dividend to $0.17 per common share or $0.68 per common share on an annual basis.18 percent. 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.


For U.S. income tax purposes only, the Company has determined that 100% of the distributions paid to its shareholders in 20172020 are characterized as a qualified dividend paid from U.S. earnings and profits. Shareholders should consult their tax advisors for a full understanding of the tax consequences of the receipt of dividends.


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Non-GAAP Financial Measures


We usenon-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional insight and transparency on how we evaluate our business. We usenon-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We have detailed thenon-GAAP adjustments that we make in ournon-GAAP definitions below. The adjustments generally fall within the following categories: acquisition & divestiture activities, gains and losses on intangible asset sales andnon-cash impairments, major program restructuring activities, constant currency and related adjustments, major program financing and hedging activities and other major items affecting comparability of operating results. We believe thenon-GAAP measures should always be considered along with the related U.S. GAAP financial measures. We have provided the reconciliations between the GAAP andnon-GAAP financial measures below, and we also discuss our underlying GAAP results throughout ourManagement’s Discussion and Analysis of Financial Condition and Results of Operations in this Form10-K.


Our primarynon-GAAP financial measures are listed below and reflect how we evaluate our current and prior-year operating results. As new events or circumstances arise, these definitions could change. When our definitions change, we provide the updated definitions and present the relatednon-GAAP historical results on a comparable basis(1).

“Organic Net Revenue” is defined as net revenues excluding the impacts of acquisitions, divestitures(2), our historical global coffee business(3), our historical Venezuelan operations, accounting calendar changes and currency rate fluctuations(4). We also evaluate Organic Net Revenue growth from emerging markets and our Power Brands.
“Organic Net Revenue” is defined as net revenues excluding the impacts of acquisitions, divestitures (2) and currency rate fluctuations (3). We also evaluate Organic Net Revenue growth from emerging and developed markets.
Our emerging markets include our Latin America region in its entirety; the AMEA region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Russia, Ukraine, Turkey, Kazakhstan, Belarus, Georgia, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries. (Our
Our developed markets include the entire North America region, the Europe region excluding the countries included in the emerging markets definition, and Australia, New Zealand and Japan from the AMEA region.
“Adjusted Operating Income” is defined as operating income excluding the impacts of the Simplify to Grow Program (4); gains or losses (including non-cash impairment charges) on goodwill and intangible assets; divestiture (2) or acquisition gains or losses and related divestiture (2), acquisition and integration costs (2); the operating results of divestitures (2); remeasurement of net monetary position (5); mark-to-market impacts from commodity and forecasted currency transaction derivative contracts (6); impact from resolution of tax matters (7); CEO transition remuneration (8); impact from pension participation changes (9); Swiss tax reform impacts (10); and costs associated with the JDE Peet's transaction (1). We also present “Adjusted Operating Income margin,” which is subject to the same adjustments as Adjusted Operating Income. We also evaluate growth in our Adjusted Operating Income on a constant currency basis (3).
“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts of the items listed in the Adjusted Operating Income definition as well as losses on debt extinguishment and related expenses; gains or losses on equity method investment transactions; net earnings from divestitures (2); gains or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans and U.S. and Swiss tax reform impacts (10). Similarly, within Adjusted EPS, our equity method investment net earnings exclude our proportionate share of our investees’ significant operating and non-operating items (11). We also evaluate growth in our Adjusted EPS on a constant currency basis (3).

(1)    When items no longer impact our current or future presentation of non-GAAP operating results, we remove these items from our non-GAAP definitions. During 2020, we added to the non-GAAP definitions the exclusion of costs associated with the JDE Peet's transaction. Refer to Note 7, Equity Method Investments, and Note 16, Income Taxes, for more information on the JDE Peet's transaction.
(2)    Divestitures include completed sales of businesses (including the partial or full sale of an equity method investment) and exits of major product lines upon completion of a sale or licensing agreement. As we record our share of KDP and JDE Peet’s ongoing earnings on a one-quarter lag basis, any KDP or JDE Peet’s ownership reductions are reflected as divestitures within our non-GAAP results the following quarter. See Note 2, Acquisitions and Divestitures, and Note 7, Equity Method Investments, for information on acquisitions and divestitures impacting the comparability of our results.
(3)    Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.
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(4)    Non-GAAP adjustments related to the Simplify to Grow Program reflect costs incurred that relate to the objectives of our program to transform our supply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in the non-GAAP adjustments.
(5)    During the third quarter of 2018, as we began to apply highly inflationary accounting for Argentina (refer to Note 1, Summary of Significant Accounting Policies), we excluded the remeasurement gains or losses related to remeasuring net monetary assets or liabilities in Argentina to be consistent with our prior accounting for these remeasurement gains/losses for Venezuela when it was subject to highly inflationary accounting prior to 2016.
Our Power Brands include some of our largest global and regional brands such asOreo,Chips Ahoy!, Ritz, TUC/Club Social andbelVita biscuits;Cadbury Dairy Milk, Milka andLacta chocolate;Tridentgum;Halls candy andTang powdered beverages.

“Adjusted Operating Income” is defined as operating income excluding the impacts of the 2012-2014 Restructuring Program(5); the 2014-2018 Restructuring Program(5); Venezuela remeasurement and deconsolidation losses and historical operating results; gains or losses (includingnon-cash impairment charges) on goodwill and intangible assets; divestiture(2) or acquisition gains or losses and related integration and acquisition costs; the JDE coffee business transactions(3) gain and net incremental costs; the operating results of divestitures(2); our historical global coffee business operating results(3);mark-to-market impacts from commodity and forecasted currency transaction derivative contracts(6); equity method investment earnings historically reported within operating income(7); benefits from resolution of tax matters(8); CEO transition remuneration(9) and incremental expenses related to the 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).

“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts of the 2012-2014 Restructuring Program(5); the 2014-2018 Restructuring Program(5); Venezuela remeasurement and deconsolidation losses and historical operating results; losses on debt extinguishment and related expenses; gains or losses (includingnon-cash impairment charges) on goodwill and intangible assets; divestiture(2) or acquisition gains or losses and related integration and acquisition costs; the JDE coffee business transactions(3) gain, transaction hedging gains or losses and net incremental costs; gain on equity method investment 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 of tax matters(8); CEO transition remuneration(9); incremental expenses related to the malware incident and the U.S. tax reform discrete impacts(10). Similarly, within Adjusted EPS, our equity method investment net earnings exclude our proportionate share of our investees’ unusual or infrequent items(11). We also evaluate growth in our Adjusted EPS on a constant currency basis(4).

(1)When items no longer impact our current or future presentation ofnon-GAAP operating results, we remove these items from ournon-GAAP definitions. During 2017, we added to thenon-GAAP definitions the exclusion of: benefits from the resolution of tax matters (see footnote (8) below), CEO transition remuneration (see footnote (9) below), incremental expenses related to the malware incident (discussed underMalware Incident) and the U.S. tax reform discrete impacts (see footnote (10) below).
(2)Divestitures include completed sales of businesses and exits of major product lines upon completion of a sale or licensing agreement.
(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 included 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.
(4)Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.
(5)Non-GAAP adjustments related to the 2014-2018 Restructuring Program reflect costs incurred that relate to the objectives of our program to transform our supply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in thenon-GAAP adjustments. Refer to our Annual Report on Form10-K for the year ended December 31, 2016 for more information on the 2012-2014 Restructuring Program.
(6)During the third quarter of 2016, we began to exclude unrealized gains and losses(mark-to-market impacts) from outstanding commodity and forecasted currency transaction derivatives from ournon-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 historicalnon-GAAP earnings measures to exclude themark-to-market impacts.
(7)Historically, we have recorded income from equity method investments within our operating income as these investments operated as extensions of our base business. Beginning in the third quarter of 2015, we began to record the earnings from our equity method investments inafter-tax equity method investment earnings outside of operating income following the deconsolidation of our coffee business. Refer to Note 1,Summary of Significant Accounting Policies, in our Annual Report on Form10-K for the year ended December 31, 2016 for more information.
(8)During 2017, we recorded benefits from the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter and settlement ofpre-acquisition Cadbury tax matters. See Note 12,Commitments and Contingencies—Tax Matters, for additional information.
(9)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 2017 and futurenon-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 expect to exclude amounts paid for Ms. Rosenfeld’s service as Chairman and partial vesting of Mr. Van de Put’s and Ms. Rosenfeld’s equity grants.
(10)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.
(11)We have excluded our proportionate share of our equity method investees’ unusual or infrequent items such as acquisition and divestiture related costs, restructuring program costs and discrete U.S. tax reform impacts, in order to provide investors with a comparable view of our performance across periods. Although we have shareholder rights and board representation commensurate with our ownership interests in our equity method investees and review the underlying operating results and unusual or infrequent items with them each reporting period, we do not have direct control over their operations or resulting revenue and expenses. Our use of equity method investment net earnings on an adjusted basis is not intended to imply that we have any such control. Our GAAP “diluted EPS attributable to Mondelēz International from continuing operations” includes all of the investees’ unusual and infrequent items.

(6)    During the third quarter of 2016, we began to exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecasted currency transaction derivatives from our non-GAAP earnings measures until such time that the related exposures impact our operating results. Since we purchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily for inventory requirements in future periods, we made this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance across periods. We also discontinued designating commodity and forecasted currency transaction derivatives for hedge accounting treatment. To facilitate comparisons of our underlying operating results, we have recast all historical non-GAAP earnings measures to exclude the mark-to-market impacts.
(7)    See Note 14, Commitments and Contingencies – Tax Matters, for additional information.
(8)    On November 20, 2017, Dirk Van de Put succeeded Irene Rosenfeld as CEO of Mondelēz International in advance of her retirement at the end of March 2018. In order to incent Mr. Van de Put to join us, we provided him compensation with a total combined target value of $42.5 million to make him whole for incentive awards he forfeited or grants that were not made to him when he left his former employer. The compensation we granted took the form of cash, deferred stock units, performance share units and stock options. In connection with Irene Rosenfeld’s retirement, we made her outstanding grants of performance share units for the 2016-2018 and 2017-2019 performance cycles eligible for continued vesting and approved a $0.5 million salary for her service as Chairman from January through March 2018. We refer to these elements of Mr. Van de Put’s and Ms. Rosenfeld’s compensation arrangements together as “CEO transition remuneration.” We are excluding amounts we expense as CEO transition remuneration from our non-GAAP results because those amounts are not part of our regular compensation program and are incremental to amounts we would have incurred as ongoing CEO compensation. As a result, in 2017, we excluded amounts expensed for the cash payment to Mr. Van de Put and partial vesting of his equity grants. In 2018, we excluded amounts paid for Ms. Rosenfeld’s service as Chairman and partial vesting of Mr. Van de Put’s and Ms. Rosenfeld’s equity grants. In 2019, we excluded amounts related to the partial vesting of Mr. Van de Put’s equity grants. During the first quarter of 2020, Mr. Van de Put's equity grants became fully vested.
(9)    The impact from pension participation changes represents the charges incurred when employee groups are withdrawn from multiemployer pension plans and other changes in employee group pension plan participation. We exclude these charges from our non–GAAP results because those amounts do not reflect our ongoing pension obligations. See Note 11, Benefit Plans, for more information on the multiemployer pension plan withdrawal.
(10) We exclude the impact of the 2019 Swiss tax reform and 2017 U.S. tax reform. During the third quarter of 2019, Swiss Federal and Zurich Cantonal tax events drove our recognition of a Swiss tax reform net benefit to our results of operations. On December 22, 2017, the United States enacted tax reform legislation that included a broad range of business tax provisions. We exclude these tax reform impacts from our Adjusted EPS as they do not reflect our ongoing tax obligations under the new tax reforms. Refer to Note 16, Income Taxes, for more information on our current year estimated annual effective tax rate and Swiss and U.S. tax reform.
(11) We have excluded our proportionate share of our equity method investees’ significant operating and non-operating 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 significant operating and non-operating items 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’ significant operating and non-operating items.

We believe that the presentation of thesenon-GAAP financial measures, when considered together with our U.S. GAAP financial measures and the reconciliations to the corresponding U.S. GAAP financial measures, provides you with a more complete understanding of the factors and trends affecting our business than could be obtained absent these disclosures. Becausenon-GAAP financial measures vary among companies, thenon-GAAP financial measures presented in this report may not be comparable to similarly titled measures used by other companies. Our use of thesenon-GAAP financial measures is not meant to be considered in isolation or as a substitute for any U.S. GAAP financial measure. A limitation of thesenon-GAAP financial measures is they exclude items detailed below that have an impact on our U.S. GAAP reported results. The best way this limitation can be addressed is by evaluating ournon-GAAP financial measures in combination with our U.S. GAAP reported results and carefully evaluating the following tables that reconcile U.S. GAAP reported figures to thenon-GAAP financial measures in this Form10-K.


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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, our historical Venezuelan operations, the adjustment for deconsolidating our historical coffee business, an accounting calendar change, acquisitions 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 Year Ended December 31, 2017   For the Year Ended December 31, 2016 
   Emerging   Developed       Emerging   Developed     
   Markets   Markets   Total   Markets   Markets   Total 
   (in millions)   (in millions) 

Net Revenue

  $9,707   $16,189   $25,896   $9,357   $16,566   $25,923 

Impact of currency

   (19   (58   (77            

Impact of acquisitions

       (59   (59            

Impact of divestitures

       (270   (270   (10   (643   (653
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Organic Net Revenue

  $9,688   $15,802   $25,490   $9,347   $15,923   $25,270 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   For the Year Ended December 31, 2017   For the Year Ended December 31, 2016(3) 
   Power   Non-Power       Power   Non-Power     
   Brands   Brands   Total   Brands   Brands   Total 
   (in millions)   (in millions) 

Net Revenue

  $18,913   $6,983   $25,896   $18,372   $7,551   $25,923 

Impact of currency

   (97   20    (77            

Impact of acquisitions

   (59       (59            

Impact of divestitures

       (270   (270       (653   (653
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Organic Net Revenue

  $18,757   $6,733   $25,490   $18,372   $6,898   $25,270 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   For the Year Ended December 31, 2016   For the Year Ended December 31, 2015 
   Emerging   Developed       Emerging   Developed     
   Markets   Markets   Total   Markets   Markets   Total 
   (in millions)   (in millions) 

Net Revenue

  $9,357   $16,566   $25,923   $11,570   $18,066   $29,636 

Impact of currency

   895    338    1,233             

Historical Venezuelan operations(1)

               (1,217       (1,217

Historical coffee business(2)

               (442   (1,185   (1,627

Impact of accounting calendar change

                   (76   (76

Impact of acquisitions

   (71   (21   (92            

Impact of divestitures

   (10   (643   (653   (8   (687   (695
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Organic Net Revenue

  $10,171   $16,240   $26,411   $9,903   $16,118   $26,021 
  

 

 

   

 

 

   

 

 

 �� 

 

 

   

 

 

   

 

 

 
   For the Year Ended December 31, 2016   For the Year Ended December 31, 2015(3) 
   Power   Non-Power       Power   Non-Power     
   Brands   Brands   Total   Brands   Brands   Total 
   (in millions)   (in millions) 

Net Revenue

  $18,372   $7,551   $25,923   $20,612   $9,024   $29,636 

Impact of currency

   856    377    1,233             

Historical Venezuelan operations(1)

               (823   (394   (1,217

Historical coffee business(2)

               (1,199   (428   (1,627

Impact of accounting calendar change

               (59   (17   (76

Impact of acquisitions

   (92       (92            

Impact of divestitures

       (653   (653       (695   (695
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Organic Net Revenue

  $19,136   $7,275   $26,411   $18,531   $7,490   $26,021 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)Includes the historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 1,Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting: Venezuela,for more information.
(2)Includes our historical global coffee business prior to the July 2, 2015 JDE coffee business transactions. Refer to Note 2,Divestitures and Acquisitions, and ournon-GAAP definitions appearing earlier in this section for more information.
(3)Each year we reevaluate our Power Brands and confirm the brands in which we will continue to make disproportionate investments. As such, we may make changes in our planned investments in primarily regional Power Brands following our annual review cycles. For 2017, we made limited changes to our list of regional Power Brands and as such, we reclassified 2016 and 2015 Power Brand net revenues on a basis consistent with the current list of Power Brands.

 For the Year Ended December 31, 2020For the Year Ended December 31, 2019
Emerging
Markets
Developed
Markets
TotalEmerging
Markets
Developed
Markets
Total
 (in millions)(in millions)
Net Revenue$9,097 $17,484 $26,581 $9,675 $16,193 $25,868 
Impact of currency749 (112)637 — — — 
Impact of acquisitions— (445)(445)— — — 
Impact of divestitures— — — (55)— (55)
Organic Net Revenue$9,846 $16,927 $26,773 $9,620 $16,193 $25,813 
 For the Year Ended December 31, 2019For the Year Ended December 31, 2018
 Emerging
Markets
Developed
Markets
TotalEmerging
Markets
Developed
Markets
Total
 (in millions)(in millions)
Net Revenue$9,675 $16,193 $25,868 $9,659 $16,279 $25,938 
Impact of currency651 503 1,154 — — — 
Impact of acquisitions— (88)(88)— — — 
Impact of divestitures(55)— (55)(126)— (126)
Organic Net Revenue$10,271 $16,608 $26,879 $9,533 $16,279 $25,812 


65

Table of Contents
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 2012-2014 Restructuring Program costs; 2014-2018 Restructuring Program costs;Simplify to Grow Program; intangible asset impairment charges related to intangible assets;charges; mark-to-market impacts from commodity and forecasted currency transaction derivative contracts; incremental expenses related to the malware incident; acquisition integration costs; acquisition-related costs;acquisition and divestiture-related costs; the operating results of divestitures;income from divestiture; net gain on divestitures; gain on salefrom divestiture; costs associated with the JDE Peet's transaction; the remeasurement of intangible assets; benefitsnet monetary position; impact from pension participation changes; impact from the resolution of tax matters; CEO transition remuneration; Venezuela historical operating resultsremuneration and remeasurement and deconsolidation losses; the JDE coffee business transactions gain and net incremental costs; operating income from our historical coffee business and equity method investment earnings reclassified toafter-tax earnings in Q3 2015 in connection with the coffee business transactions.Swiss tax reform impact. 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 Years Ended         
   December 31,         
   2017   2016   $ Change   % Change 
   (in millions)     

Operating Income

  $3,506   $2,569   $937    36.5% 

2014-2018 Restructuring Program costs(1)

   792    1,086    (294  

Intangible asset impairment charges(2)

   109    137    (28  

Mark-to-market losses from derivatives(3)

   96    94    2   

Malware incident incremental expenses

   84        84   

Acquisition integration costs(4)

   3    7    (4  

Acquisition-related costs(4)

       1    (1  

Divestiture-related costs(5)

   31    86    (55  

Operating income from divestiture(5)

   (61   (153   92   

Net gain on divestitures(5)

   (186   (9   (177  

Gain on sale of intangible assets(6)

       (15   15   

Benefits from resolution of tax matters(7)

   (209       (209  

CEO transition remuneration

   14        14   

Other/rounding

   (1   (1      
  

 

 

   

 

 

   

 

 

   

Adjusted Operating Income

  $4,178   $3,802   $376    9.9% 

Currency translation

              
  

 

 

   

 

 

   

 

 

   

Adjusted Operating Income (constant currency)

  $4,178   $3,802   $376    9.9% 
  

 

 

   

 

 

   

 

 

   

                                                                        
   For the Years Ended         
   December 31,         
   2016   2015   $ Change   % Change 
   (in millions)     

Operating Income

  $2,569   $8,897   $(6,328   (71.1)% 

2012-2014 Restructuring Program costs(1)

       (4   4   

2014-2018 Restructuring Program costs(1)

   1,086    1,002    84   

Intangible asset impairment charges(2)

   137    71    66   

Mark-to-market losses/(gains) from derivatives(3)

   94    (56   150   

Acquisition integration costs(4)

   7    9    (2  

Acquisition-related costs(4)

   1    8    (7  

Divestiture-related costs(5)

   86        86   

Operating income from divestiture(5)

   (153   (182   29   

Net gain on divestiture(5)

   (9   (13   4   

Gain on sale of intangible assets(6)

   (15       (15  

Operating income from Venezuelan subsidiaries(8)

       (281   281   

Remeasurement of net monetary assets in Venezuela(8)

       11    (11  

Loss on deconsolidation of Venezuela(8)

       778    (778  

Costs associated with JDE coffee business transactions(9)

       278    (278  

Gain on the JDE coffee business transactions(9)

       (6,809   6,809   

Reclassification of historical coffee business operating income(10)

       (342   342   

Reclassification of equity method investment earnings(11)

       (51   51   

Other/rounding

   (1       (1  
  

 

 

   

 

 

   

 

 

   

Adjusted Operating Income

  $3,802   $3,316   $486    14.7% 

Impact of unfavorable currency

   171        171   
  

 

 

   

 

 

   

 

 

   

Adjusted Operating Income (constant currency)

  $3,973   $3,316   $657    19.8% 
  

 

 

   

 

 

   

 

 

   

(1)Refer to Note 6,2014-2018 Restructuring Program,for more information. Refer to the Annual Report onForm 10-K for the year ended December 31, 2016 for additional information in Note 6,Restructuring Programs.
(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,Financial Instruments, Note 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)Refer to Note 2,Divestitures and Acquisitions,for more information on the acquisition of a biscuit business in Vietnam.
(5)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2017 sales of a confectionery business in France, a grocery business in Australia and New Zealand, certain licenses ofKHC-owned brands used in our grocery business within our Europe region, sale of one of our equity method investments and sale of a confectionary business in Japan. Additionally, the 2016 amount includes a sale of a confectionery business in Costa Rica.
(6)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland.
(7)Refer to Note 12,Commitments and Contingencies – Tax Matters, for more information. Primarily includes the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter and settlement ofpre-acquisition Cadbury tax matters.
(8)Includes the historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 1,Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting: Venezuela,for more information on the deconsolidation and remeasurement loss in 2015.
(9)Refer to Note 2,Divestitures and Acquisitions, for more information on the JDE coffee business transactions.
(10)Includes our historical global coffee business prior to the July 2, 2015 deconsolidation. We reclassified the results of our historical coffee business from Adjusted Operating Income and included them with equity method investment earnings in Adjusted EPS to facilitate comparisons of past and future coffee operating results. Refer to Note 2,Divestitures and Acquisitions,andNon-GAAP Financial Measuresappearing later in this section for more information.
(11)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, to align with the accounting for JDE earnings, we began to record the earnings from our equity method investments in equity method investment earnings outside of operating income. In periods prior to July 2, 2015, we have reclassified the equity method earnings from Adjusted Operating Income to evaluate our operating results on a consistent basis.

For the Years Ended
December 31,
 20202019$ Change% Change
 (in millions) 
Operating Income$3,853 $3,843 $10 0.3 %
Simplify to Grow Program (1)
360 442 (82)
Intangible asset impairment charges (2)
144 57 87 
Mark-to-market gains from derivatives (3)
(16)(91)75 
Acquisition integration costs (4)
— 
Acquisition-related costs (5)
15 12 
Divestiture-related costs (5)
(2)
Operating income from divestiture (5)
— (9)
Net gain on divestiture (5)
— (44)44 
Costs associated with JDE Peet's transaction (6)
48 — 48 
Remeasurement of net monetary position (7)
(4)13 
Impact from pension participation changes (8)
— (35)35 
Impact from resolution of tax matters (9)
(20)85 (105)
CEO transition remuneration (10)
— (9)
Swiss tax reform impact (11)
— (2)
Adjusted Operating Income$4,401 $4,264 $137 3.2 %
   Unfavorable currency translation59 — 59 
Adjusted Operating Income (constant currency)$4,460 $4,264 $196 4.6 %
66

Table of Contents
For the Years Ended
December 31,
 20192018$ Change% Change
 (in millions) 
Operating Income$3,843 $3,312 $531 16.0 %
Simplify to Grow Program (1)
442 626 (184)
Intangible asset impairment charges (2)
57 68 (11)
Mark-to-market gains from derivatives (3)
(91)(141)50 
Acquisition integration costs (4)
— (3)
Acquisition-related costs (5)
13 (10)
Divestiture-related costs (5)
(1)
Operating income from divestiture (5)
(9)(19)10 
Net gain on divestiture (5)
(44)— (44)
Remeasurement of net monetary position (7)
(4)11 (15)
Impact from pension participation changes (8)
(35)423 (458)
Impact from resolution of tax matters (9)
85 (15)100 
CEO transition remuneration (10)
22 (13)
Swiss tax reform impact (11)
— 
Adjusted Operating Income$4,264 $4,302 $(38)(0.9)%
   Unfavorable currency translation227 — 227 
Adjusted Operating Income (constant currency)$4,491 $4,302 $189 4.4 %
(1)Refer to Note 8, Restructuring Program, for more information.
(2)Refer to Note 6, Goodwill and Intangible Assets, for more information on trademark impairments.
(3)Refer to Note 10, Financial Instruments, Note 18, Segment Reporting, and Non-GAAP Financial Measures section at the end of this item for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.
(4)Refer to Note 2, Acquisitions and Divestitures, for more information on the April 1, 2020 acquisition of a significant majority interest in Give & Go and the June 7, 2018 acquisition of Tate's Bake Shop. Refer to our Annual Report on Form 10-K for the year ended December 31, 2018 for more information on the acquisition of a biscuit business in Vietnam.
(5)Refer to Note 2, Acquisitions and Divestitures, for more information on the April 1, 2020 acquisition of a significant majority interest in Give & Go, the July 16, 2019 acquisition of a majority interest in Perfect Snacks, the May 28, 2019 divestiture of most of our cheese business in the Middle East and Africa and the June 7, 2018 acquisition of Tate's Bake Shop.
(6)Refer to Note 7, Equity Method Investments, for more information on the JDE Peet's transaction.
(7)Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, for information on our application of highly inflationary accounting for Argentina.
(8)Refer to Note 11, Benefit Plans, for more information.
(9)Refer to Note 14, Commitments and Contingencies – Tax Matters, for more information.
(10)Refer to the Non-GAAP Financial Measures definition and related table notes.
(11)Refer to Note 16, Income Taxes, for more information on Swiss tax reform.




67

Table of Contents
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 chargesthe impacts of the items listed in the Adjusted Operating Income tables above as well as gains/(losses) 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;after-tax gains/losses on divestitures; gain on sale of intangible assets; benefits from the resolution of tax matters; CEO transition remuneration; losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans; lossesswaps; loss on debt extinguishment and related expenses;extinguishment; Swiss tax reform net impacts; U.S. tax reform discrete net tax benefit; Venezuela historical operating results and remeasurement and deconsolidation losses; the JDE coffee business transactions gain, hedgingimpact; gains and net incremental costs; operating income from our historical coffee business; equity method investment earnings reclassified toafter-tax earnings in Q3 2015 in connection with the coffee business transactions; gainor losses on equity method investment transactions; and our proportionate share of unusual or infrequentsignificant operating and non-operating items recorded by our JDE Peet's and KeurigKDP 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 Years Ended         
   December 31,         
   2017   2016   $ Change   % Change 

Diluted EPS attributable to Mondelēz International

  $1.91   $1.05   $0.86    81.9% 

2014-2018 Restructuring Program costs(2)

   0.39    0.51    (0.12  

Intangible asset impairment charges(2)

   0.05    0.06    (0.01  

Mark-to-market losses from derivatives(2)

   0.06    0.05    0.01   

Malware incident incremental expenses

   0.04        0.04   

Acquisition integration costs (2)

       0.01    (0.01  

Divestiture-related costs(2)

   0.02    0.05    (0.03  

Net earnings from divestitures(2)

   (0.03   (0.08   0.05   

Net gain on divestitures(2)

   (0.11       (0.11  

Gain on sale of intangible assets(2)

       (0.01   0.01   

Benefits from resolution of tax matters(2)

   (0.13       (0.13  

CEO transition remuneration

   0.01        0.01   

Loss related to interest rate swaps(3)

       0.04    (0.04  

Loss on debt extinguishment and related expenses(4)

       0.17    (0.17  

U.S. tax reform discrete net tax benefit(5)

   (0.04       (0.04  

Gain on equity method investment transactions(6)

   (0.02   (0.03   0.01   

Equity method investee acquisition-related
and other adjustments(7)

   (0.01   0.04    (0.05  
  

 

 

   

 

 

   

 

 

   

Adjusted EPS

  $2.14   $1.86   $0.28    15.1% 

Impact of favorable currency

   (0.01       (0.01  
  

 

 

   

 

 

   

 

 

   

Adjusted EPS (constant currency)

  $2.13   $1.86   $0.27    14.5% 
  

 

 

   

 

 

   

 

 

   
For the Years Ended
December 31,
 20202019$ Change% Change
Diluted EPS attributable to Mondelēz International$2.47 $2.69 $(0.22)(8.2)%
   Simplify to Grow Program (2)
0.20 0.24 (0.04)
   Intangible asset impairment charges (2)
0.08 0.03 0.05 
   Mark-to-market gains from derivatives (2)
(0.01)(0.05)0.04 
   Acquisition-related costs (2)
0.01 — 0.01 
   Net earnings from divestitures (2)
(0.02)(0.05)0.03 
   Net gain on divestiture (2)
— (0.03)0.03 
   Costs associated with JDE Peet's transaction (2)
0.20 — 0.20 
   Remeasurement of net monetary position (2)
0.01 — 0.01 
   Impact from pension participation changes (2)
0.01 (0.02)0.03 
   Impact from resolution of tax matters (2)
(0.02)0.05 (0.07)
   CEO transition remuneration (2)
— 0.01 (0.01)
   Loss related to interest rate swaps (3)
0.05 0.08 (0.03)
   Loss on debt extinguishment (4)
0.10 — 0.10 
   Swiss tax reform net impacts (2)
— (0.53)0.53 
   (Gain)/loss on equity method
investment transactions
(6)
(0.55)0.01 (0.56)
   Equity method investee items (7)
0.06 0.03 0.03 
Adjusted EPS$2.59 $2.46 $0.13 5.3 %
   Unfavorable currency translation0.03 — 0.03 
Adjusted EPS (constant currency)$2.62 $2.46 $0.16 6.5 %

                                                                        
   For the Years Ended         
   December 31,         
   2016   2015   $ Change   % Change 

Diluted EPS attributable to Mondelēz International

  $1.05   $4.44   $(3.39   (76.4)% 

2014-2018 Restructuring Program costs(2)

   0.51    0.45    0.06   

Intangible asset impairment charges(2)

   0.06    0.03    0.03   

Mark-to-market losses/(gains) from  derivatives (2)

   0.05    (0.03   0.08   

Acquisition integration costs(2)

   0.01        0.01   

Net earnings from divestiture(2)

   (0.08   (0.07   (0.01  

Divestiture-related costs(2)

   0.05        0.05   

Net loss on divestiture(2)

       0.01    (0.01  

Gain on sale of intangible assets(2)

   (0.01       (0.01  

Net earnings from Venezuelan subsidiaries(8)

       (0.10   0.10   

Loss on deconsolidation of Venezuela(8)

       0.48    (0.48  

Remeasurement of net monetary assets in Venezuela(8)

       0.01    (0.01  

Gain on the JDE coffee business transactions(9)

       (4.05   4.05   

(Income)/costs associated with the JDE coffee business transactions(9)

       (0.01   0.01   

Loss related to interest rate swaps(3)

   0.04    0.01    0.03   

Loss on debt extinguishment and related
expenses(4)

   0.17    0.29    (0.12  

Gain on equity method investment transactions (6)

   (0.03       (0.03  

Equity method investee acquisition-related
and other adjustments(7)

   0.04    0.07    (0.03  
  

 

 

   

 

 

   

 

 

   

Adjusted EPS

  $1.86   $1.53   $0.33    21.6

Impact of unfavorable currency

   0.06        0.06   
  

 

 

   

 

 

   

 

 

   

Adjusted EPS (constant currency)

  $1.92   $1.53   $0.39    25.5
  

 

 

   

 

 

   

 

 

   
68

(1)
For the Years Ended
December 31,
 20192018$ Change% Change
Diluted EPS attributable to Mondelēz International$2.69 $2.23 $0.46 20.6 %
   Simplify to Grow Program (2)
0.24 0.32 (0.08)
   Intangible asset impairment charges (2)
0.03 0.03 — 
   Mark-to-market gains from derivatives (2)
(0.05)(0.09)0.04 
   Acquisition-related costs (2)
— 0.01 (0.01)
   Net earnings from divestitures (2)
(0.05)(0.04)(0.01)
   Net gain on divestiture (2)
(0.03)— (0.03)
Remeasurement of net monetary position (2)
— 0.01 (0.01)
Impact from pension participation changes (2)
(0.02)0.22 (0.24)
   Impact from resolution of tax matters (2)
0.05 (0.01)0.06 
   CEO transition remuneration (2)
0.01 0.01 — 
   Net loss/(gain) related to interest rate swaps (3)
0.08 (0.01)0.09 
   Loss on debt extinguishment (4)
— 0.07 (0.07)
   Swiss tax reform net impacts (2)
(0.53)— (0.53)
   U.S. tax reform discrete net tax expense (5)
— 0.01 (0.01)
   Loss/(gain) on equity method investment
      transactions (6)
0.01 (0.39)0.40 
   Equity method investee items (7)
0.03 (0.01)0.04 
Adjusted EPS$2.46 $2.36 $0.10 4.2 %
   Unfavorable currency translation0.16 — 0.16 
Adjusted EPS (constant currency)$2.62 $2.36 $0.26 11.0 %
(1)     The tax expense/(benefit) of each of thepre-tax items excluded from our GAAP results was computed based on the facts and tax assumptions associated with each item, and such impacts have also been excluded from Adjusted EPS.
For the year ended December 31, 2017,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.
2020 taxes for the: 2014-2018 RestructuringSimplify to Grow Program costs were $(190)$(81) million, intangible asset impairment charges were $(30)$(33) million, acquisition integration costs were zero, gain on equity method investment transactions were $15 million, net gain on divestitures were $7 million, net earnings on divestitures were $15 million, divestiture-related costsmark-to-market gains from derivatives were $8 million, loss on debt extinguishment and related costs were $(4) million, malware incident incremental costs were $(27) million, benefits from resolution of tax matters were $75 million, equity method investee acquisition-related and other adjustments were $35 million, CEO transition remuneration were $(5) million,mark-to-market gains/(losses) from derivatives were $(6) million and U.S. tax reform were $(59) million.
For the year ended December 31, 2016, taxes for the: 2014-2018 Restructuring Program costs were $(288) million, intangible asset impairment charges were $(37) million, gain on sale of intangible assets were $3 million, acquisition integration costs were zero, net earnings from divestitures were $40$5 million, divestiture-related costs associated with the JDE Peet's transaction were $(15)$250 million, loss on debt extinguishment and related costsremeasurement of net monetary position were $(163)zero, impact from pension participation changes were $(2) million, impact from resolution of tax matters were $16 million, net loss related to interest rate swaps were $(36)$(24) million, andmark-to-market gains/(losses) from derivativesloss on debt extinguishment were $(11)$(46) million, gains on equity method investment transactions were $202 million and equity method investee items were $(10) million.
For the year ended December 31, 2015,2019 taxes for the: 2014-2018 RestructuringSimplify to Grow Program costs were $(262) million, income/costs associated with the JDE coffee business transactions were $145 million, net earnings from Venezuelan subsidiaries were $107 million, gain on the JDE coffee business transactions were $183$(103) million, intangible asset impairment charges were $(13)$(14) million, mark-to-market gains from derivatives were $19 million, net earnings from divestitures were $80$7 million, lossnet gain on debt extinguishment and related costsdivestiture were $(275)$3 million, impact from pension participation changes were $8 million, impact from resolution of tax matters were $(21) million, CEO transition remuneration were zero, net loss related to interest rate swaps were $(13)zero, Swiss tax reform were $(769) million, net loss on equity method investment transactions were $6 million and equity method investee items were $(9) million.
2018 taxes for the: Simplify to Grow Program were $(156) million, intangible asset impairment charges were $(16) million, mark-to-market gains/(losses) gains from derivatives were $10 million, acquisition-related costs were $(3) million, net earnings from divestitures were $9 million, impact from pension participation changes were $(108) million, impact from resolution of tax matters were $(6) million, CEO transition remuneration were $(5) million, net gain related to interest rate swaps were $2 million, loss on debt extinguishment were $(35) million, U.S. tax reform were $19 million, gain on equity method investment transaction were $192 million and equity method investee items were $15 million.
(2)See theAdjusted Operating 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 designate as cash flow hedges during the first quarter of 2016 due to changes in financing and hedging plans.
(4)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.
(5)Refer to Note 14,Income Taxes, for more information on the impact of the U.S. tax reform.
(6)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2017 sale of one of our equity method investments and the 2016 acquisition of an interest in Keurig.
(7)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, restructuring program costs and discrete U.S. tax reform impacts recorded by our JDE and Keurig equity method investees.
(8)Includes the historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 1,Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting: Venezuela, for more information on the deconsolidation and remeasurement loss in 2015.
(9)Refer to Note 2,Divestitures and Acquisitions, for more information on the JDE coffee business transactions. Net gains of $436 million in 2015 on the currency hedges related to the JDE coffee business transactions were recorded in interest and other expense, net and are included in (income)/costs associated with the JDE coffee business transactions of $(0.01) in the table above.

(2)     See the Adjusted Operating Income table above and the related footnotes for more information.
(3)     Refer to Note 10, Financial Instruments, for information on interest rate swaps no longer designated as cash flow hedges.
(4)     Refer to Note 9, Debt and Borrowing Arrangements, for more information on losses on debt extinguishment.
(5)     Refer to Note 16, Income Taxes, for more information on the impact of U.S. tax reform.
(6)     Refer to Note 7, Equity Method Investments, for more information on gains and losses on equity method investment transactions.
(7)     Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's and KDP equity method investees, such as acquisition and divestiture-related costs and restructuring program costs.
69

Item 7A. 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.

During 2020, the COVID-19 pandemic and related global response significantly impacted economic activity and markets around the world. National and local governments imposed preventative or protective restrictions on travel and business operations and advised or required citizens to remain at home. Temporary closures of businesses were ordered and numerous other businesses temporarily closed voluntarily. The impact of the global pandemic and response has had a material unfavorable impact on global markets, including commodity, currency and capital markets. While some of these markets such as the U.S. and other major stock markets and certain currencies have rebounded significantly in the second and third quarters of 2020, these markets are likely to continue to remain volatile while the situation continues. An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets may have a negative effect on our derivative counterparties and could impair our banking or other business partners, on whom we rely for access to capital and as counterparties for a number of our derivative contracts. We are actively working to mitigate these risks and we largely employed existing strategies that are described below to mitigate these market risks related to currency, commodity and interest rate risks.

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 8,10, Financial Instruments.


Many of ournon-U.S. subsidiaries operate in functional currencies other than the U.S. dollar. Fluctuations in currency exchange rates create volatility in our reported results as we translate the balance sheets, operating results and cash flows of these subsidiaries into the U.S. dollar for consolidated reporting purposes. The translation ofnon-U.S. dollar denominated balance sheets and statements of earnings of our subsidiaries into the U.S. dollar for consolidated reporting generally results in a cumulative translation adjustment to other comprehensive income within equity. A stronger U.S. dollar relative to other functional currencies adversely affects our consolidated earnings and net assets while a weaker U.S. dollar benefits our consolidated earnings and net assets. While we hedge significant forecasted currency exchange transactions as well as certain net assets ofnon-U.S. operations and other currency impacts, we cannot fully predict or eliminate volatility arising from changes in currency exchange rates on our consolidated financial results. SeeConsolidated Results of Operations andResults of Operations by ReportableOperating Segment underDiscussion and Analysis of Historical Results for currency exchange effects on our financial results. Throughout our discussion and analysis of results, we isolate currency impacts and supplementally provide net revenues, operating income and diluted earnings per share on a constant currency basis. For additional information on the impact of currency policies, recent currency devaluations the deconsolidation of our Venezuelan operation and the historical remeasurement of our Venezuelan net monetary assetshighly inflationary accounting on our financial condition and results of operations, also see Note 1,Summary of Significant Accounting Policies—PoliciesCurrency 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.conditions such as the current COVID-19 pandemic. 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, commercial paper rates as well as limited debt tied to London Interbank Offered Rates (“LIBOR”), Euro Interbank Offered Rate (“EURIBOR”). The Financial Conduct Authority in the United Kingdom plans to phase out LIBOR by the end of 2021. We do not anticipate a significant impact to our financial position from the planned phase out of LIBOR given our current mix of variable and commercial paper rates.fixed-rate debt. 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 rateFor more information on our total2020 debt was 2.1% as of December 31, 2017, down from 2.2% as of December 31, 2016.

There were no significant changes in the types of derivative instruments we use to hedge our exposures between

December 31, 2016activity, see Note 9, Debt and December 31, 2017. Borrowing Arrangements.


See Note 8,10, Financial Instruments, for more information on 2017 and 2018our derivative activity.

70

Value at Risk:


We use a value at risk (“VAR”) computation to estimate: 1) the potentialone-day loss in the fair value of our interest rate-sensitive financial instruments; and 2) the potentialone-day loss inpre-tax earnings of our currency and commodityprice-sensitive derivative financial instruments. The VAR analysis was done separately for our currency exchange, fixed income and commodity risk portfolios as of each quarter end during the periods presented below. The instruments included in the VAR computation were currency exchange forwards and options for currency exchange risk, debt and swaps for interest rate risk, and commodity forwards, futures and options for commodity risk. Excluded from the computation were anticipated transactions, currency trade payables and receivables, and net investments innon-U.S. subsidiaries, which the above-mentioned instruments are intended to hedge.


The VAR model assumes normal market conditions, a 95% confidence interval and aone-day holding period. A parametric delta-gamma approximation technique was used to determine the expected return distribution in interest rates, currencies and commodity prices for the purpose of calculating the fixed income, currency exchange and commodity VAR, respectively. The parameters used for estimating the expected return distributions were determined by observing interest rate, currency exchange and commodity price movements over the prior quarter for the calculation of VAR amounts at December 31, 20172020 and 2016,2019, and over each of the four prior quarters for the calculation of average VAR amounts during each year. The values of currency and commodity options do not change on aone-to-one basis with the underlying currency or commodity and were valued accordingly in the VAR computation.


As of December 31, 20172020 and December 31, 2016,2019, the estimated potentialone-day loss in fair value of our interest rate-sensitive instruments, primarily debt, and the estimated potentialone-day loss inpre-tax earnings from our currency and commodity instruments, as calculated in the VAR model, were:

                                                                                                        
   Pre-Tax Earnings Impact   Fair Value Impact 
   At 12/31/17   Average   High   Low   At 12/31/17   Average   High   Low 
   (in millions) 

Instruments sensitive to:

                

Interest rates

           $    31    $    45    $    55    $    31 

Foreign currency rates

   $    15    $    16    $    22    $    11         

Commodity prices

   14    17    24    14         
   Pre-Tax Earnings Impact   Fair Value Impact 
   At 12/31/16   Average   High   Low   At  12/31/16   Average   High   Low 
   (in millions) 

Instruments sensitive to:

                

Interest rates

           $    62    $    62    $    91    $    45 

Foreign currency rates

   $    10    $    18    $    26    $    10         

Commodity prices

   16    12    16    10         

 Pre-Tax Earnings ImpactFair Value Impact
 At 12/31/20AverageHighLowAt 12/31/20AverageHighLow
 (in millions)
Instruments sensitive to:
Interest rates$91 $142 $308 $76 
Foreign currency rates$16 $20 $31 $16 
Commodity prices25 42 
 Pre-Tax Earnings ImpactFair Value Impact
 At 12/31/19AverageHighLowAt 12/31/19AverageHighLow
 (in millions)
Instruments sensitive to:
Interest rates$86 $70 $97 $49 
Foreign currency rates$15 $19 $25 $15 
Commodity prices11 13 14 11 

This VAR computation is a risk analysis tool designed to statistically estimate the maximum expected daily loss, under the specified confidence interval and assuming normal market conditions, from adverse movements in interest rates, currency exchange rates and commodity prices. The computation does not represent actual losses in fair value or earnings we will incur, nor does it consider the effect of favorable changes in market rates. We cannot predict actual future movements in market rates and do not present these VAR results to be indicative of future movements in market rates or to be representative of any actual impact that future changes in market rates may have on our future financial results.

71

Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Mondelēz International, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting


We have audited the accompanying consolidated balance sheets of Mondelēz International, Inc. and its subsidiaries(the “Company”) as of December 31, 2017 2020and 2016, 2019,and the related consolidated statements of earnings, comprehensive earnings, equity and cash flows for each of the three years in the period ended December 31, 2017,2020, including the related notes and financial statement schedule for each of the three years in the period ended December 31, 2020 listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).We also have audited the Company’sCompany's internal control over financial reporting as of December 31, 2017,2020, based on criteria established inInternal Control—Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 2020and 2016, 2019, and the results of their itsoperations and their itscash flows for each of the three years in the period ended December 31, 2017 2020in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2020, based on criteria established inInternal Control—Control - Integrated Framework(2013)issued by the COSO.


Changes in Accounting Principles

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for a certain equity method investment in 2020 and the manner in which it accounts for leases in 2019.

Basis for Opinions


The Company’sCompany's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Report of Management on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company’sCompany's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.


Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


As described in the Report of Management on Internal Control Over Financial Reporting appearing under Item 9A, management has excluded Give & Go from its assessment of internal control over financial reporting as of December 31, 2020 because it was acquired by the Company in a purchase business combination during 2020. We
72

have also excluded Give & Go from our audit of internal control over financial reporting. Give & Go is a majority-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 0.4% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2020.

Definition and Limitations of Internal Control over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to theconsolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Indefinite-Life Intangible Assets Impairment Assessment

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated indefinite-life intangible asset balance was $17.5 billion as of December 31, 2020. At least annually management assesses indefinite-life intangible assets for impairment by performing a qualitative review and assessing events and circumstances that could affect the fair value or carrying value of the indefinite-life intangible assets. If significant potential impairment risk exists for a specific asset, management quantitatively tests the asset for impairment by comparing its estimated fair value with its carrying value. Management estimates fair value using several accepted valuation methods, including relief of royalty, excess earnings and excess margin, that utilize estimates of future sales, earnings growth rates, royalty rates and discount rates.

The principal considerations for our determination that performing procedures relating to the indefinite-life intangible asset impairment assessment is a critical audit matter are the significant judgment by management when developing the fair value measurement of the indefinite-life intangible assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s fair value estimates and significant assumptions, related to estimates of future sales, earnings growth rates, royalty rates, and discount rates for certain indefinite-life intangible assets. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the indefinite-life intangible asset impairment assessment, including controls over the determination of the fair values of certain of the Company’s indefinite-life intangible assets as part of the annual impairment assessment. These procedures also included, among others, testing management’s process for developing the fair value estimate; evaluating the appropriateness of the valuation methods; testing the
73

completeness and accuracy of underlying data used in the valuation methods; and evaluating the significant assumptions used by management related to the estimates of future sales, earnings growth rates, royalty rates, and discount rates. Evaluating management’s assumptions related to estimates of future sales and earnings growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the indefinite-life intangible assets, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s valuation methods and the royalty rates and discount rates significant assumptions.

/s/ PRICEWATERHOUSECOOPERSPricewaterhouseCoopers LLP


Chicago, Illinois

February 9, 2018

PRICEWATERHOUSECOOPERS LLP has5, 2021


We have served as the Company’s auditor since 2001.

74

Mondelēz International, Inc. and Subsidiaries

Consolidated Statements of Earnings

For the Years Ended December 31

(in millions of U.S. dollars, except per share data)

                                                      
   2017   2016   2015 

Net revenues

  $25,896   $25,923   $29,636 

Cost of sales

   15,831    15,795    18,124 
  

 

 

   

 

 

   

 

 

 

Gross profit

   10,065    10,128    11,512 

Selling, general and administrative expenses

   5,911    6,540    7,577 

Asset impairment and exit costs

   656    852    901 

Net gain on divestitures

   (186   (9   (6,822

Loss on deconsolidation of Venezuela

           778 

Amortization of intangibles

   178    176    181 
  

 

 

   

 

 

   

 

 

 

Operating income

   3,506    2,569    8,897 

Interest and other expense, net

   382    1,115    1,013 
  

 

 

   

 

 

   

 

 

 

Earnings before income taxes

   3,124    1,454    7,884 

Provision for income taxes

   (688   (129   (593

Gain on equity method investment transactions

   40    43     

Equity method investment net earnings

   460    301     
  

 

 

   

 

 

   

 

 

 

Net earnings

   2,936    1,669    7,291 

Noncontrolling interest earnings

   (14   (10   (24
  

 

 

   

 

 

   

 

 

 

Net earnings attributable to Mondelēz International

  $2,922   $1,659   $7,267 
  

 

 

   

 

 

   

 

 

 

Per share data:

      

Basic earnings per share attributable to Mondelēz International

  $1.93   $1.07   $4.49 
  

 

 

   

 

 

   

 

 

 

Diluted earnings per share attributable to Mondelēz International

  $1.91   $1.05   $4.44 
  

 

 

   

 

 

   

 

 

 

Dividends declared

  $0.82   $0.72   $0.64 
  

 

 

   

 

 

   

 

 

 

 202020192018
Net revenues$26,581 $25,868 $25,938 
Cost of sales16,135 15,531 15,586 
   Gross profit10,446 10,337 10,352 
Selling, general and administrative expenses6,098 6,136 6,475 
Asset impairment and exit costs301 228 389 
Net gain on divestiture(44)
Amortization of intangible assets194 174 176 
   Operating income3,853 3,843 3,312 
Benefit plan non-service income(138)(60)(50)
Interest and other expense, net608 456 520 
   Earnings before income taxes3,383 3,447 2,842 
Income tax provision(1,224)(2)(773)
Gain/(loss) on equity method investment transactions989 (2)778 
Equity method investment net earnings421 501 484 
   Net earnings3,569 3,944 3,331 
Noncontrolling interest earnings(14)(15)(14)
   Net earnings attributable to Mondelēz International$3,555 $3,929 $3,317 
Per share data:
   Basic earnings per share attributable to Mondelēz International$2.48 $2.72 $2.25 
   Diluted earnings per share attributable to Mondelēz International$2.47 $2.69 $2.23 
See accompanying notes to the consolidated financial statements.

75

Mondelēz International, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Earnings

For the Years Ended December 31

(in millions of U.S. dollars)

                                                      
   2017   2016   2015 

Net earnings

  $2,936   $1,669   $7,291 

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

      

Currency translation adjustment

   1,201    (925   (2,990

Pension and other benefit plans

   (57   (153   340 

Derivative cash flow hedges

   8    (75   (44
  

 

 

   

 

 

   

 

 

 

Total other comprehensive earnings/(losses)

   1,152    (1,153   (2,694

Comprehensive earnings

   4,088    516    4,597 

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

   42    (7   (2
  

 

 

   

 

 

   

 

 

 

Comprehensive earnings attributable to Mondelēz International

  $4,046   $523   $4,599 
  

 

 

   

 

 

   

 

 

 

 202020192018
Net earnings$3,569 $3,944 $3,331 
Other comprehensive earnings/(losses), net of tax:
   Currency translation adjustment(322)300 (910)
   Pension and other benefit plans(153)133 331 
   Derivative cash flow hedges52 (45)(54)
Total other comprehensive earnings/(losses)(423)388 (633)
Comprehensive earnings3,146 4,332 2,698 
   less: Comprehensive earnings/(losses) attributable to
noncontrolling interests
27 13 12 
Comprehensive earnings attributable to Mondelēz International$3,119 $4,319 $2,686 
See accompanying notes to the consolidated financial statements.

76

Mondelēz International, Inc. and Subsidiaries

Consolidated Balance Sheets, as of December 31

(in millions of U.S. dollars, except share data)

                                    
   2017   2016 

ASSETS

    

Cash and cash equivalents

  $761   $1,741 

Trade receivables (net of allowances of $50 at December 31, 2017
and $58 at December 31, 2016)

   2,691    2,611 

Other receivables (net of allowances of $98 at December 31, 2017
and $93 at December 31, 2016)

   835    859 

Inventories, net

   2,557    2,469 

Other current assets

   676    800 
  

 

 

   

 

 

 

Total current assets

   7,520    8,480 

Property, plant and equipment, net

   8,677    8,229 

Goodwill

   21,085    20,276 

Intangible assets, net

   18,639    18,101 

Prepaid pension assets

   158    159 

Deferred income taxes

   319    358 

Equity method investments

   6,345    5,585 

Other assets

   366    350 
  

 

 

   

 

 

 

TOTAL ASSETS

  $63,109   $61,538 
  

 

 

   

 

 

 

LIABILITIES

    

Short-term borrowings

  $3,517   $2,531 

Current portion of long-term debt

   1,163    1,451 

Accounts payable

   5,705    5,318 

Accrued marketing

   1,728    1,745 

Accrued employment costs

   721    736 

Other current liabilities

   2,959    2,636 
  

 

 

   

 

 

 

Total current liabilities

   15,793    14,417 

Long-term debt

   12,972    13,217 

Deferred income taxes

   3,376    4,721 

Accrued pension costs

   1,669    2,014 

Accrued postretirement health care costs

   419    382 

Other liabilities

   2,689    1,572 
  

 

 

   

 

 

 

TOTAL LIABILITIES

   36,918    36,323 

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 December 31, 2017 and December 31, 2016)

        

Additionalpaid-in capital

   31,915    31,847 

Retained earnings

   22,749    21,149 

Accumulated other comprehensive losses

   (9,998   (11,122

Treasury stock, at cost (508,401,694 shares at December 31, 2017 and
468,172,237 shares at December 31, 2016)

   (18,555   (16,713
  

 

 

   

 

 

 

Total Mondelēz International Shareholders’ Equity

   26,111    25,161 

Noncontrolling interest

   80    54 
  

 

 

   

 

 

 

TOTAL EQUITY

   26,191    25,215 
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

  $63,109   $61,538 
  

 

 

   

 

 

 

 20202019
ASSETS
   Cash and cash equivalents$3,619 $1,291 
   Trade receivables (net of allowances of $42 at December 31, 2020
      and $35 at December 31, 2019)
2,297 2,212 
   Other receivables (net of allowances of $42 at December 31, 2020
      and $44 at December 31, 2019)
657 715 
   Inventories, net2,647 2,546 
   Other current assets759 866 
      Total current assets9,979 7,630 
   Property, plant and equipment, net9,026 8,733 
   Operating lease right of use assets638 568 
   Goodwill21,895 20,848 
   Intangible assets, net18,482 17,957 
   Prepaid pension assets672 516 
   Deferred income taxes790 726 
   Equity method investments6,036 7,178 
   Other assets292 359 
      TOTAL ASSETS$67,810 $64,515 
LIABILITIES
   Short-term borrowings$29 $2,638 
   Current portion of long-term debt2,741 1,581 
   Accounts payable6,209 5,853 
   Accrued marketing2,130 1,836 
   Accrued employment costs834 769 
   Other current liabilities3,216 2,645 
      Total current liabilities15,159 15,322 
   Long-term debt17,276 14,207 
   Long-term operating lease liabilities470 403 
   Deferred income taxes3,346 3,338 
   Accrued pension costs1,257 1,190 
   Accrued postretirement health care costs346 387 
   Other liabilities2,302 2,351 
      TOTAL LIABILITIES40,156 37,198 
Commitments and Contingencies (Note 14)00
EQUITY
   Common Stock, 0 par value (5,000,000,000 shares authorized and
      1,996,537,778 shares issued at December 31, 2020 and December 31, 2019)
   Additional paid-in capital32,070 32,019 
   Retained earnings28,402 26,615 
   Accumulated other comprehensive losses(10,690)(10,254)
   Treasury stock, at cost (577,363,557 shares at December 31, 2020 and
      561,531,524 shares at December 31, 2019)
(22,204)(21,139)
      Total Mondelēz International Shareholders’ Equity27,578 27,241 
   Noncontrolling interest76 76 
      TOTAL EQUITY27,654 27,317 
            TOTAL LIABILITIES AND EQUITY$67,810 $64,515 
See accompanying notes to the consolidated financial statements.

77

Mondelēz International, Inc. and Subsidiaries

Consolidated Statements of Equity

(in millions of U.S. dollars, except per share data)

                                                                                                                              
  Mondelēz International Shareholders’ Equity       
           Accumulated          
           Other          
     Additional     Comprehensive          
  Common  Paid-in  Retained  Earnings/  Treasury  Noncontrolling  Total 
  Stock  Capital  Earnings  (Losses)  Stock  Interest  Equity 

Balances at January 1, 2015

 $  $31,651  $14,529  $(7,318 $(11,112 $103  $27,853 

Comprehensive earnings/(losses):

       

Net earnings

        7,267         24   7,291 

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

           (2,668     (26  (2,694

Exercise of stock options and
issuance of other stock awards

     109   (70     272      311 

Common Stock repurchased

              (3,622     (3,622

Cash dividends declared
($0.64 per share)

        (1,026           (1,026

Dividends paid on noncontrolling interest and other activities

                 (13  (13
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances at December 31, 2015

 $  $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

        2,922         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 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 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, 2018$$31,915 $22,598 $(10,013)$(18,555)$80 $26,025 
Comprehensive earnings/(losses):
   Net earnings— — 3,317 — — 14 3,331 
   Other comprehensive earnings/
(losses), net of income taxes
— — — (631)— (2)(633)
Exercise of stock options and
issuance of other stock awards
— 46 (118)— 364 — 292 
   Common Stock repurchased— — — — (1,994)— (1,994)
Cash dividends declared
   ($0.96 per share)
— — (1,409)— — — (1,409)
Dividends paid on noncontrolling
interest and other activities
— — — — (16)(10)
Balances at December 31, 2018$$31,961 $24,394 $(10,644)$(20,185)$76 $25,602 
Comprehensive earnings/(losses):
   Net earnings— — 3,929 — — 15 3,944 
   Other comprehensive earnings/
(losses), net of income taxes
— — — 390 — (2)388 
Exercise of stock options and
issuance of other stock awards
— 58 (132)— 545 — 471 
Common Stock repurchased— — — — (1,499)— (1,499)
Cash dividends declared
   ($1.09 per share)
— — (1,576)— — — (1,576)
Dividends paid on noncontrolling
interest and other activities
— — — — — (13)(13)
Balances at December 31, 2019$$32,019 $26,615 $(10,254)$(21,139)$76 $27,317 
Comprehensive earnings/(losses):
   Net earnings— — 3,555 — — 14 3,569 
   Other comprehensive earnings/
(losses), net of income taxes
— — — (436)— 13 (423)
Exercise of stock options and
issuance of other stock awards
— 51 (59)— 336 — 328 
Common Stock repurchased— — — — (1,401)— (1,401)
Cash dividends declared
   ($1.20 per share)
— — (1,718)— — — (1,718)
Dividends paid on noncontrolling
interest and other activities
— — — — (27)(18)
Balances at December 31, 2020$$32,070 $28,402 $(10,690)$(22,204)$76 $27,654 
See accompanying notes to the consolidated financial statements.

78

Mondelēz International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31

(in millions of U.S. dollars)

                                                      
   2017   2016   2015 

CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES

      

Net earnings

  $2,936   $1,669   $7,291 

Adjustments to reconcile net earnings to operating cash flows:

      

Depreciation and amortization

   816    823    894 

Stock-based compensation expense

   137    140    136 

U.S. tax reform transition tax

   1,317         

Deferred income tax benefit

   (1,206   (141   (30

Asset impairments and accelerated depreciation

   334    446    345 

Loss on early extinguishment of debt

   11    428    748 

Loss on deconsolidation of Venezuela

           778 

Gains on divestitures and JDE coffee business transactions

   (186   (9   (6,822

JDE coffee business transactions currency-related net gains

           (436

Gain on equity method investment transactions

   (40   (43    

Equity method investment net earnings

   (460   (301   (56

Distributions from equity method investments

   152    75    58 

Othernon-cash items, net

   (225   (43   199 

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

      

Receivables, net

   (24   31    44 

Inventories, net

   (18   62    (49

Accounts payable

   5    409    659 

Other current assets

   14    (176   28 

Other current liabilities

   (637   60    152 

Change in pension and postretirement assets and liabilities, net

   (333   (592   (211
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

   2,593    2,838    3,728 
  

 

 

   

 

 

   

 

 

 

CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES

      

Capital expenditures

   (1,014   (1,224   (1,514

Proceeds from JDE coffee business transactions
currency hedge settlements

           1,050 

Acquisitions, net of cash received

       (246   (527

Proceeds from divestitures, net of disbursements

   604    303    4,735 

Reduction of cash due to Venezuela deconsolidation

           (611

Capital contribution to JDE

           (544

Proceeds from sale of property, plant and equipment and other assets

   109    138    60 
  

 

 

   

 

 

   

 

 

 

Net cash (used in)/provided by investing activities

   (301   (1,029   2,649 
  

 

 

   

 

 

   

 

 

 

CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES

      

Issuances of commercial paper, maturities greater than 90 days

   1,808    1,540    613 

Repayments of commercial paper, maturities greater than 90 days

   (1,911   (1,031   (710

Net issuances/(repayments) of other short-term borrowings

   1,027    1,741    (931

Long-term debt proceeds

   350    5,640    4,624 

Long-term debt repaid

   (1,470   (6,186   (4,975

Repurchase of Common Stock

   (2,174   (2,601   (3,622

Dividends paid

   (1,198   (1,094   (1,008

Other

   207    129    126 
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

   (3,361   (1,862   (5,883
  

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

   89    (76   (255
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents:

      

(Decrease)/increase

   (980   (129   239 

Balance at beginning of period

   1,741    1,870    1,631 
  

 

 

   

 

 

   

 

 

 

Balance at end of period

  $761   $1,741   $1,870 
  

 

 

   

 

 

   

 

 

 

Cash paid:

      

Interest

  $398   $630   $747 
  

 

 

   

 

 

   

 

 

 

Income taxes

  $848   $527   $745 
  

 

 

   

 

 

   

 

 

 

 202020192018
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
   Net earnings$3,569 $3,944 $3,331 
   Adjustments to reconcile net earnings to operating cash flows:
      Depreciation and amortization1,116 1,047 811 
      Stock-based compensation expense126 135 128 
      U.S. tax reform transition tax/(benefit)(38)
      Deferred income tax (benefit)/provision(70)(631)233 
      Asset impairments and accelerated depreciation136 109 141 
      Loss on early extinguishment of debt185 140 
      Net gain on divestitures(44)
      Net loss/(gain) on equity method investment transactions(989)(778)
      Equity method investment net earnings(421)(501)(484)
      Distributions from equity method investments246 250 180 
      Other non-cash items, net243 97 381 
      Change in assets and liabilities, net of acquisitions and divestitures:
            Receivables, net59 124 257 
            Inventories, net(24)31 (204)
            Accounts payable436 236 
            Other current assets(207)(77)(25)
            Other current liabilities(208)(362)(136)
      Change in pension and postretirement assets and liabilities, net(233)(168)(225)
         Net cash provided by operating activities3,964 3,965 3,948 
CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
   Capital expenditures(863)(925)(1,095)
   Acquisitions, net of cash received(1,136)(284)(528)
   Proceeds from divestitures including equity method investments2,489 167 
   Proceeds from sale of property, plant and equipment and other10 82 398 
         Net cash provided by/(used in) investing activities500 (960)(1,224)
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
   Issuances of commercial paper, maturities greater than 90 days677 1,306 3,981 
   Repayments of commercial paper, maturities greater than 90 days(1,174)(2,367)(2,856)
   Net issuances/(repayments) of other short-term borrowings(2,116)524 (1,413)
   Long-term debt proceeds7,213 3,136 2,948 
   Long-term debt repayments(3,878)(2,677)(1,821)
   Repurchases of Common Stock(1,390)(1,480)(2,020)
   Dividends paid(1,678)(1,542)(1,359)
   Other131 313 211 
         Net cash used in financing activities(2,215)(2,787)(2,329)
Effect of exchange rate changes on cash, cash equivalents and
restricted cash
73 10 (56)
Cash, cash equivalents and restricted cash:
   Increase/(decrease)2,322 228 339 
   Balance at beginning of period1,328 1,100 761 
   Balance at end of period$3,650 $1,328 $1,100 
Cash paid:
   Interest$413 $486 $491 
   Income taxes$1,264 $981 $864 

See accompanying notes to the consolidated financial statements.

79

Mondelēz International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies


Description of Business:

Mondelēz International, Inc. was incorporated in 2000 in the Commonwealth of Virginia. Mondelēz International, Inc., through its subsidiaries (collectively “Mondelēz International,” “we,” “us” and “our”), sells food and beverage products to consumers in approximately 160over 150 countries.


Principles of Consolidation:

The consolidated financial statements include Mondelēz International, Inc. as well as our wholly owned and majority owned subsidiaries.subsidiaries, except our Venezuelan subsidiaries which were deconsolidated in 2015. All intercompany transactions are eliminated. The noncontrolling interest represents the noncontrolling investors’ interests in the results of subsidiaries that we control and consolidate. Through December 31, 2015, the operating results of our Venezuelan subsidiaries are included in our consolidated financial statements. As of the close of the fourth quarter of 2015, we deconsolidated our Venezuelan operations from our consolidated financial statements and recognized a loss on deconsolidation. SeeCurrency Translation and Highly Inflationary Accounting:Venezuela below for more information.

We account for investments inover which we exercise significant influence under the equity method of accounting. On July 2, 2015, we contributed our global coffee businesses to a new company, Jacobs Douwe Egberts (“JDE”), in which we now hold an equity interest (collectively, the “JDE coffee business transactions”). Historically, our coffee businesses and the income from equity method investments were recorded within our operating income as these businesses were part of our base business. While we retain an ongoing interest in coffee through equity method investments including JDE, Keurig Green Mountain Inc. (“Keurig”) and Dongsuh Foods Corporation (“DSF”), and we have significant influence with our equity method investments, we do not control these operations directly. As such, in the third quarter of 2015, we began to recognize equity method investment earnings, consisting primarily of investments in coffee businesses, outside of operating income and segment income. For periods prior to the third quarter of 2015, our historical coffee business and equity method investment earnings were included within our operating income and segment income. (For the six months ended December 31, 2015,after-tax equity method investment net earnings were less than $1 million on a combined basis and thus are not shown on our consolidated statement of earnings for this period.) Please see Note 2,Divestitures and Acquisitions – JDE Coffee Business Transactions,Keurig Transaction andPlanned Keurig DrPepper Transaction, and Note 16,Segment Reporting, for more information on these transactions.

We use the cost method of accounting for investments inInvestments over which we do not exercisehave significant influence or control. Undercontrol are not material and as there is no readily determinable fair value for the equity interests, these investments are carried at cost method of accounting, earnings arewith changes in the investment recognized to the extent cash is received.


Use of Estimates:

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require us to make estimates and assumptions that affect a number of amounts in our consolidated financial statements. Significant accounting policy elections, estimates and assumptions include, among others, pension and benefit plan assumptions, valuation assumptions of goodwill and intangible assets, useful lives of long-lived assets, restructuring program liabilities, marketing program accruals, insurance and self-insurance reserves, pension and benefit plan assumptions and income taxes. We base our estimates on historical experience, expectations of future impacts and other assumptions that we believe are reasonable. Given the uncertainty of the global economic environment and the impact of COVID-19, our estimates could be significantly different than future performance. If actual amounts differ from estimates, we include the revisions in our consolidated results of operations in the period the actual amounts become known. Historically, the aggregate differences, if any, between our estimates and actual amounts in any year have not had a material effect on our consolidated financial statements.

Segment Change:

On October 1, 2016, we integrated our Eastern Europe, Middle East, and Africa (“EEMEA”) operating segment into our Europe and Asia Pacific operating segments to further leverage and optimize the operating scale built within the Europe and Asia Pacific regions. Russia, Ukraine, Turkey, Belarus, Georgia and Kazakhstan were combined within our Europe region, while the remaining Middle East and African countries were combined within our Asia Pacific region to form a new Asia, Middle East and Africa (“AMEA”) operating segment. We have reflected the segment change as if it had occurred in all periods presented.

As of October 1, 2016, our


Our operations and management structure wereare organized into four reportable4 operating segments:

Latin America
AMEA
Europe
North America

See Note 16,18, Segment Reporting, for additional information on our segments.


Currency Translation and Highly Inflationary Accounting:

We translate the results of operations of our subsidiaries from multiple currencies using average exchange rates during each period and translate balance sheet accounts using exchange rates at the end of each period. We record currency translation adjustments as a component of equity (except for highly inflationary currencies) and realized exchange gains and losses on transactions in earnings.


Highly inflationary accounting is triggered when a country’s three-year cumulative inflation rate exceeds 100%. It requires the remeasurement of financial statements of subsidiaries in the country, from the functional currency of the subsidiary to our U.S. dollar reporting currency, with currency remeasurement gains or losses recorded in earnings. In 2017, none of our consolidated subsidiaries were accounted for asAs discussed below, beginning on July 1, 2018, we began to apply highly inflationary economies.

accounting for our operations in Argentina. We continue to closely monitor


Argentina. During the second quarter of 2018, primarily based on published estimates that indicated Argentina's three-year cumulative inflation and the potential for the economy to becomerate exceeded 100%, we concluded that Argentina became a highly inflationary economy for accounting purposes. As of December 31, 2017, the Argentinian economy was not designated asJuly 1, 2018, we began to apply highly inflationary accounting for our Argentinean subsidiaries and we continuedchanged their functional currency from the Argentinean peso to record currency translation adjustments within equitythe U.S. dollar. On July 1, 2018, both monetary and realizednon-monetary assets and liabilities denominated in Argentinean pesos were remeasured into U.S. dollars using the exchange rate as of the balance sheet date, with remeasurement and other transaction gains and losses on transactionsrecorded in net earnings. As of December 31, 2020, our Argentinean operations had
80

$3 million of Argentinean peso denominated net monetary liabilities. Our ArgentinianArgentinean operations contributed $601$335 million, or 2.3%1.3% of consolidated net revenues in 2017. The2020. We recorded a remeasurement loss of $9 million in 2020, a remeasurement gain of $4 million in 2019 and a remeasurement loss of $11 million in 2018 within selling, general and administrative expenses related to the revaluation of the Argentinean peso denominated net monetary liabilities of our Argentinian operations as ofposition over these periods.

Brexit. On January 31, 2020, the United Kingdom began the withdrawal process from the European Union under a E.U. and U.K. Parliament approved Withdrawal Agreement. During a transition period scheduled to end on December 31, 2017 were2020, the U.K. effectively remained in the E.U.’s customs union and single market while a new trade deal with the E.U. was negotiated. On December 24, 2020, both sides reached an agreement on a new trade arrangement that became effective on January 1, 2021. Main trade provisions include the continuation of no tariffs or quotas on trade between the U.K. and E.U. so long as we meet prescribed trade terms. We will also need to meet product and labeling standards for both the U.K. and E.U. and we have already begun to introduce these changes gradually. The U.K. may also set its own trade policies with countries such as the United States, Australia and New Zealand that currently do not material.

Ukraine. Basedhave free trade agreements with the E.U. Cross-border trade between the U.K. and E.U. will be subject to new customs regulations, documentation and reviews. We have been taking protective measures to limit disruptions to our supply chain and sales to limit potential negative impacts on inflation data published by the National Bankour results of Ukraine, Ukraine’s three-year cumulative inflation rate droppedoperations, financial condition and remained below 100% by the end of 2017. Ascash flows. We continue to increase our resources in customer service & logistics as well as in our factories and on our customs support teams. We are adapting our systems and processes for new and increased customs transactions. We continue to enhance resilience plans to aid in dealing with anticipated border delays. We are working to address new regulatory requirements such Ukraine is no longer highly inflationary andas packaging changes. Also, we continue to record currency translation adjustments within equityclosely monitor and realized exchange gains and losses on transactions in earnings. Our Ukrainian operations contributed $73 million, or 0.3%, of consolidated net revenues in 2017. The net monetary assets ofmanage our Ukrainian operations as of December 31, 2017 were not material.

Venezuela.From January 1, 2010 through December 31, 2015, we accounted for the results of our Venezuelan subsidiaries using the U.S. dollar as the functional currency as prescribed by U.S. GAAP for highly inflationary economies.

Effective as of the close of the 2015 fiscal year, we concluded that we no longer met the accounting criteria for consolidation of our Venezuelan subsidiaries due to a loss of control over our Venezuelan operations and an other-than-temporary lack of currency exchangeability. The economic and regulatory environment in Venezuela and the progressively limited access to dollars to import goods through the use of any of the available currency mechanisms impaired our ability to operate and control our Venezuelan businesses. As a result of these factors, we concluded that we no longer met the criteria for the consolidation of our Venezuelan subsidiaries.

As of the close of the 2015 fiscal year, we deconsolidated and changed to the cost method of accounting for our Venezuelan operations. We recorded a $778 millionpre-tax loss on December 31, 2015 as we reduced the value of our cost method investment in Venezuela and all Venezuelan receivables held by our other subsidiaries to realizable fair value, resulting in full impairment. The recorded loss also included historical cumulative translation adjustments related to our Venezuelan operations that had previously been recorded in accumulated other comprehensive losses within equity. The fair value of our investments in our Venezuelan subsidiaries was estimated based on discounted cash flow projections of current and expected operating losses in the foreseeable future and our ability to operate the business on a sustainable basis. Our fair value estimate included U.S. dollar exchange and discount rate assumptions that reflected the inflation and economic uncertainty in Venezuela.

For 2015, the operating results of our Venezuela operations were included in our consolidated statements of earnings. During this time, we recognized a number of currency-related remeasurement losses resulting from devaluations of the Venezuela bolivar exchange rates we historically used to source U.S. dollars for purchasesinventory levels of imported raw materials, packaging and finished goods in the U.K. Any disagreements on trade terms or supply chain or distribution delays or other goods and services. The following table sets forth the 2015 remeasurement losses, the deconsolidation loss and historical operating results and financial positiondisruptions could negatively affect our U.K. business. In 2020, we generated 9.0% of our Venezuelan subsidiaries for the period presented:

                  
   For the Year Ended
December 31,  2015
 
   (in millions) 

Net revenues

  $1,217 

Operating income (excluding remeasurement and deconsolidation loss)

   266 

Remeasurement loss in Q1 2015: 11.50 to 12.00 bolivars to the U.S. dollar

   (11

Loss on deconsolidation

   (778
   As of
December 31, 2015 (1)
 
   (in millions) 

Cash

  $611 

Net monetary assets

   405 

Net assets

   658 

(1)Represents the financial position of our Venezuelan subsidiaries on December 31, 2015 prior to deconsolidation.

Beginning in 2016, we no longer included net revenues earnings or net assets of our Venezuelan subsidiaries within our consolidated financial statements. Underin the cost method of accounting, earnings are only recognized to the extent cash is received. Given the current and ongoing difficult economic, regulatory and business environment in Venezuela, there continues to be significant uncertainty related to our operations in Venezuela. In early 2018, the profitability and cash flows of our local operations significantly deteriorated following the issuance of new government price controls. We are engaging with authorities on the pricing restrictions, however, if the situation is not resolved, it could significantly impede our ability to continue to operate in Venezuela.

U.K.


Other Countries.Countries. Since we sell our products in approximately 160over 150 countries and have operations in overapproximately 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 and exchange rate volatility, including Brazil, China, Mexico, Russia, United Kingdom (Brexit),Ukraine, Turkey, Egypt, Nigeria, South Africa and South Africa.Pakistan. We continue to monitor operations, currencies and net monetary exposures in these countries. At this time, we do not anticipate athat these countries are at risk to our operating results from changing toof becoming highly inflationary accounting in these countries.

economies.


Cash, Cash Equivalents and Cash Equivalents:

Restricted Cash:

Cash and cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or less.

We also had restricted cash within other current assets of $31 million as of December 31, 2020 and $37 million as of December 31, 2019. Total cash, cash equivalents and restricted cash was $3,650 million as of December 31, 2020 and $1,328 million as of December 31, 2019.


Allowances for Credit Losses:
The allowances for credit losses are recorded against our receivables. They are developed at a country and region level based on historical collection experiences, current economic condition of specific customers and the forecasted economic condition of countries using various factors such as bond default rates and consumption indexes. We write off receivables once it is determined that the receivables are no longer collectible and as allowed by local laws.

Changes in allowances for credit losses consisted of:
Allowance for Trade ReceivablesAllowance for Other Current ReceivablesAllowance for Long-Term Receivables
 (in millions)
Balance at January 1, 2020$(35)$(44)$(14)
Current period provision for expected credit losses(10)(1)(1)
Write-offs charged against the allowance
Currency
Balance at December 31, 2020$(42)$(42)$(12)
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Transfers of Financial Assets:

We account for transfers of financial assets, such as uncommitted revolvingnon-recourse accounts receivable factoring arrangements, when we have surrendered control over the related assets. Determining whether control has transferred requires an evaluation of relevant legal considerations, an assessment of the nature and extent of our continuing involvement with the assets transferred and any other relevant considerations. We use receivable factoring arrangements periodically when circumstances are favorable to manage liquidity. We have anonrecourse 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 $804$760 million as of December 31, 2017, $6442020, $760 million as of December 31, 20162019 and $570$819 million as of December 31, 2015.2018. The incremental costcosts of factoring receivables under this arrangementthese arrangements were no more than $6approximately $10 million in each of the years presented. The proceeds from the sales of receivables are included in cash from operating activities in the consolidated statements of cash flows.

Accounting Calendar Change:

In connection with moving toward a common consolidation date across the Company, in the first quarter of 2015, we changed the consolidation date for our North America segment from the last Saturday of each period to the last calendar day of each period. The change had a favorable impact of $76 million on net revenues and $36 million on operating income in 2015. As a result of this change, each of our operating subsidiaries now reports results as of the last calendar day of the period.


Inventories:

We valuerecord our inventory using the average cost method. We alsomethod and record inventory allowances for overstock and obsolete inventories due to ingredient and packaging changes.

inventory.


Long-Lived Assets:

Property, plant and equipment are stated at historical cost and depreciated by the straight-line method over the estimated useful lives of the assets. Machinery and equipment are depreciated over periods ranging from 3 to 20 years and buildings and building improvements over periods up to 40 years.


We review long-lived assets, including amortizabledefinite-life intangible assets, for realizability on an ongoing basis. Changes in depreciation, generally accelerated depreciation, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. We also review for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, we perform undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, we group assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal. Any significant impairment losses would be recorded within asset impairment and exit costs in the consolidated statements of earnings.


Leases:
On January 1, 2019, we adopted the new lease accounting standard. We recorded $710 million of lease related assets and $730 million of lease related liabilities on our consolidated balance sheet as of January 1, 2019. The transition method we elected for adoption included recording a cumulative effect adjustment to retained earnings as of January 1, 2019, which was not material.

We determine whether a contract is or contains a lease at contract inception. Our policy is to not recognize right-of-use ("ROU") assets and lease liabilities for short-term operating leases with terms of 12 months or less. Long-term operating lease ROU assets and long-term operating lease liabilities are presented separately and operating lease liabilities payable in the next twelve months are recorded in other current liabilities. Finance lease ROU assets are presented in property, plant and equipment and the related finance lease liabilities are presented in the current portion of long-term debt and long-term debt.

Lease ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets are recognized at commencement date at the value of the lease liability, adjusted for any prepayments, lease incentives received and initial direct costs incurred. Lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. The non-recurring fair value measurement is classified as Level 3 as no fair value inputs are observable. As the rate implicit in the lease is not readily determinable in most of our leases, we use our country-specific incremental borrowing rate based on the lease term using information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Many of our leases contain non-lease components (e.g. product costs, common-area or other maintenance costs) that relate to the lease components of the agreement. Non-lease components and the lease components to which they relate are accounted for as a single lease component.
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Amortization of ROU lease assets is calculated on a straight-line basis over the lease term with the expense recorded in cost of sales or selling, general and administrative expenses depending on the nature of the leased item. Interest expense is recorded over the lease term and is recorded in interest expense (based on a front-loaded interest expense pattern) for finance leases and is recorded in cost of sales or selling, general and administrative expenses (on a straight-line basis) for operating leases. All operating lease cash payments and interest on finance leases are recorded within cash flows from operating activities and all finance lease principal payments are recorded within cash flows from financing activities in the consolidated statements of cash flows.

Software Costs:

We capitalize certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use. Capitalized software costs are included in property, plant and equipment and amortized on a straight-line basis over the estimated useful lives of the software, which do not exceed seven years.


Goodwill andNon-Amortizable Indefinite-Life Intangible Assets:

We have historically annually testedtest goodwill andnon-amortizable indefinite-life intangible assets for impairment as of October 1. In 2017, we voluntarily changed theon an annual impairment assessment date from October 1 tobasis on 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.

We assess goodwill impairment risk throughout the year by performing a qualitative review of entity-specific, industry, market and general economic factors affecting our goodwill reporting units. We review our operating segment and reporting unit structure for goodwill testing annually or as significant changes in the organization occur. Annually, we may perform qualitative testing, or depending on factors such as prior-year test results, current year developments, current risk evaluations and other practical considerations, we may elect to do quantitative testing instead. In our quantitative testing, we compare a reporting unit’s estimated fair value with its carrying value. We estimate a reporting unit’s fair value using a discounted cash flow method that incorporates planned growth rates, market-based discount rates and estimates of residual value. This year, forIn 2020, we performed a quantitative annual test. For our Europe and North America reporting units, we used a market-based, weighted-average cost of capital of 7.2%6.1% to discount the projected cash flows of those operations. Foroperations, and for our Latin America and AMEA reporting units, we used a risk-rated discount rate of 10.2%9.1%. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans, 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 recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value.


Annually we assessnon-amortizable indefinite-life intangible assets for impairment by performing a qualitative review and assessing events and circumstances that could affect the fair value or carrying value of the indefinite-livedthese intangible assets. If significant potential impairment risk exists for a specific asset, we quantitatively test it for impairment by comparing its estimated fair value with its carrying value. We determine estimated fair value using plannedestimates of future sales, earnings growth rates, market-based discountroyalty rates and estimates of royaltydiscount rates. If the carrying value of the asset exceeds its fair value, we consider the asset impaired and reduce its carrying value to the estimated fair value. We amortize definite-liveddefinite-life intangible assets over their estimated useful lives and evaluate them for impairment as we do other long-lived assets.


Insurance and Self-Insurance:

We use a combination of insurance and self-insurance for a number of risks, including workers’ compensation, general liability, automobile liability, product liability and our obligation for employee healthcare benefits. We estimate the liabilities associated with these risks on an undiscounted basis by evaluating and making judgments about historical claims experience and other actuarial assumptions and the estimated impact on future results.


Revenue Recognition:

We predominantly sell food and beverage products across several product categories and in all regions as disclosed in Note 16,18, 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 when earned within the period of 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. 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.


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
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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 very 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 significant unbilled receivables at the end of anya 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.


Marketing, Advertising and Research and Development:

We promote our products with marketing and advertising programs. These programs include, but are not limited to, cooperative advertising,in-store displays and consumer marketing promotions. For interim reporting purposes, advertising, and consumer promotion and marketing research expenses are charged to operations as a percentage of volume, based on estimated sales volume and estimated program spending. We do not defer costs on ouryear-end consolidated balance sheet and all marketing and advertising costs are recorded as an expense in the year incurred. Advertising expense was $1,248$1,376 million in 2017, $1,3962020, $1,208 million in 20162019 and $1,542$1,173 million in 2015.2018. We expense product research and development costs as incurred. Research and development expense was $366$332 million in 2017, $3762020, $351 million in 20162019 and $409$362 million in 2015.2018. We record marketing and advertising as well as research and development expenses within selling, general and administrative expenses.


Stock-based Compensation:

Stock-based compensation awarded to employees andnon-employee directors is valued at fair value on the grant date. We record stock-based compensation expense over the vesting period, generally three years. Forfeitures are estimated on the grant date for all of our stock-based compensation awards.


Employee Benefit Plans:

We provide a range of benefits to our current and retired employees. These includeemployees including pension benefits, defined contribution plan benefits, postretirement health care benefits and postemployment primarily severance-related benefits depending upon jurisdiction, tenure, job level and other factors. Locallocal statutory requirements, govern many of the benefit plans we provide around the world. Local government plans generally cover health care benefits for retirees outside the United States, Canadaemployee tenure and United Kingdom. Our U.S., Canadian and U.K. subsidiaries provide health care andservice requirements as well as other benefits to most retired employees. Our postemployment benefit plans provide primarily severance benefits for eligible salaried and certain hourly employees.factors. The cost for these plans is recognized in earnings primarily over the working life of the covered employee.


Financial Instruments:

We use financial instruments to manage our currency exchange rate, commodity price and interest rate risks. We monitor and manage these exposures as part of our overall risk management program, which 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. A principal objective of our risk management strategies is to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity prices and interest rates, principally through the use of derivative instruments.


We use a combination of primarily currency forward contracts, futures, options and swaps; commodity forward contracts, futures and options; and interest rate swaps to manage our exposure to cash flow variability, protect the value of our existing currency assets and liabilities and protect the value of our debt. See Note 8,10, Financial Instruments, for more information on the types of derivative instruments we use.


We record derivative financial instruments on a gross basis and at fair value in our consolidated balance sheets within other current assets or other current liabilities due to their relatively short-term duration. Cash flows fromrelated to the settlement of derivative instruments designated as net investment hedges of foreign operations are classified in the consolidated statements of cash flows based onwithin investing activities. All other cash flows related to derivative instruments that are designated, and those that are economic hedges, are classified in the naturesame line item as the cash flows of the related hedged item, which is generally within operating activities. Cash flows related to the settlement of all other free-standing derivative instrument.instruments are classified within investing activities. Changes in the fair value of a derivative that is designated as a cash flow hedge, to the extent that the hedge is effective, are recorded in accumulated other comprehensive earnings/(losses) and reclassified to earnings when the hedged item affects earnings. Changes in fair value of economic hedges and the ineffective portion of all hedges are recognized in current period earnings. Changes in the fair value of a derivative that is designated as a fair value hedge, along with the changes in the fair value of the related hedged asset or liability, are recorded in earnings in the same period. We usenon-U.S. dollar denominated debt to hedge a portion of our net investment innon-U.S. operations against adverse movements in exchange rates, with currencyrates. Currency movements related to the our non-U.S.
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debt and our net investment andinvestments in non-U.S. operations, as well as the related deferred taxes, are recorded within currency translation adjustment in accumulated other comprehensive earnings/(losses).


In order to qualify for hedge accounting, a specified level of hedging effectiveness between the derivative instrument and the item being hedged must exist at inception and throughout the hedged period. We must also formally document the nature of and relationship between the derivative and the hedged item, as well as our risk management objectives, strategies for undertaking the hedge transaction and method of assessing hedge effectiveness. Additionally, for a hedge of a forecasted transaction, the significant characteristics and expected term of the forecasted transaction must be specifically identified, and it must be probable that the forecasted transaction will occur. If it is no longer probable that the hedged forecasted transaction will occur, we would recognize the gain or loss related to the derivative in earnings.


When we use derivatives, we are exposed to credit and market risks. Credit risk exists when a counterparty to a derivative contract might fail to fulfill its performance obligations under the contract. We reduce our credit risk by entering into transactions with counterparties with high quality, investment grade credit ratings, limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties. We also maintain a policy of requiring that all significant,non-exchange traded derivative contracts with a duration of one year or longer are governed by an International Swaps and Derivatives Association master agreement. Market risk exists when the value of a derivative or other financial instrument might be adversely affected by changes in market conditions and commodity prices, currency exchange rates or interest rates. We manage derivative market risk by limiting the types of derivative instruments and derivative strategies we use and the degree of market risk that we plan to hedge through the use of derivative instruments.


Commodity derivatives. We are exposed to price risk related to forecasted purchases of certain commodities that we primarily use as raw materials. We enter into commodity forward contracts primarily for wheat, sugar and other sweeteners, soybean and vegetable oils and cocoa. Commodity forward contracts generally are not subject to the accounting requirements for derivative instruments and hedging activities under the normal purchases exception. We also use commodity futures and options to hedge the price of certain input costs, including cocoa, energy costs, sugar and other sweeteners, wheat, packaging, dairy, corn, and soybean and vegetable oils. We also sell commodity futures to unprice future purchase commitments, and we occasionally use related futures to cross-hedge a commodity exposure. We are not a party to leveraged derivatives and, by policy, do not use financial instruments for speculative purposes. During the third quarter of 2016, we discontinued designating commodity derivatives for hedge accounting treatment. Any unrealized gains or losses(mark-to-market impacts) and realized gains or losses are recorded in earnings.    


Currency exchange derivatives. We use various financial instruments to mitigate our exposure to changes in exchange rates from third-party and intercompany current and forecasted transactions. These instruments may include currency exchange forward contracts, futures, options and swaps. Based on the size and location of our businesses, we use these instruments to hedge our exposure to certain currencies, including the euro, pound sterling, Swiss franc, Canadian dollar and Mexican peso. During the third quarter of 2016, we discontinued designating currency exchange derivatives for hedge accounting treatment. Any unrealized gains or losses(mark-to-market (mark-to-market impacts) and realized gains or losses are recorded in earnings (see Note 8,10, Financial Instruments, for additional information).    


Interest rate cash flow and fair value hedges. We manage interest rate volatility by modifying the pricing or maturity characteristics of certain liabilities so that the net impact on expense is not, on a material basis, adversely affected by movements in interest rates. As a result of interest rate fluctuations, hedged fixed-rate liabilities appreciate or depreciate in market value. We expect the effect of this unrealized appreciation or depreciation to be substantially offset by our gains or losses on the derivative instruments that are linked to these hedged liabilities. We use derivative instruments, including interest rate swaps that have indices related to the pricing of specific liabilities as part of our interest rate risk management strategy. As a matter of policy, we do not use highly leveraged derivative instruments for interest rate risk management. We use interest rate swaps to economically convert a portion of our fixed-rate debt into variable-rate debt. Under the interest rate swap contracts, we agree with other parties to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts, which is calculated based on an agreed-upon notional amount. We use interest rate swaps to hedge the variability of interest payment cash flows on a portion of our future debt obligations. We also execute cross-currency interest rate swaps to hedge interest payments on newly issued debt denominated in a different currency than the functional currency of the borrowing entity. Substantially all of these derivative instruments are highly effective and qualify for hedge accounting treatment.


Hedges of net investments innon-U.S. operations. We have numerous investments outside the United States. The net assets of these subsidiaries are exposed to changes and volatility in currency exchange rates. We use local
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currency denominated debt to hedge ournon-U.S. net investments against adverse movements in exchange rates. We designated our euro, pound sterling, and Swiss franc denominatedand Canadian dollar-denominated borrowings as a net investment hedge of a portion of our overall Europeaninternational operations. The gains and losses on our net investment in these designated Europeaninternational operations are economically offset by losses and gains on our euro, pound sterling, and Swiss franc denominatedand Canadian dollar-denominated borrowings. The change in the debt’s value, net of deferred taxes, is recorded in the currency translation adjustment component of accumulated other comprehensive earnings/(losses).


We use derivatives instruments such as cross-currency interest rate swaps and forwards to hedge certain investments in our non-U.S. operations against movements in exchange rates. The after-tax gain/(loss) on these net investment hedge contracts is recorded in the cumulative translation adjustment section of other comprehensive income and the pre-tax impacts of the cash flows from these contracts are reported as other investing activities in the consolidated statement of cash flows.

Income Taxes:

Our provision for income taxes includes amounts payable or refundable for the current year, the effects of deferred taxes and impacts from uncertain tax positions. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of our assets and liabilities, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those differences are expected to reverse.


The realization of certain deferred tax assets is dependent on generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. When assessing the need for a valuation allowance, we consider any carryback potential, future reversals of existing taxable temporary differences (including liabilities for unrecognized tax benefits), future taxable income and tax planning strategies.


We recognize tax benefits in our financial statements from uncertain tax positions only if it is more likely than not that the tax position will be sustained based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon resolution. Future changes related to the expected resolution of uncertain tax positions could affect tax expense in the period when the change occurs.


We monitor for changes in tax laws and reflect the impacts of tax law changes in the period of enactment. In responseWhen there is refinement to the United States tax reform legislation enacted on December 22, 2017 (“U.S. tax reform”), the U.S. Securities and Exchange Commission (“SEC”) issued guidance that allows us to record provisional amountslaw changes in subsequent periods, we account for the impacts of U.S. tax reform ifnew guidance in the full accounting cannot be completed before we file our 2017 financial statements. For provisions of the tax law where we are unable to make a reasonable estimate of the impact, the guidance allows us to continue to apply the historical tax provisions in computing our income tax liability and deferred tax assets and liabilities as of December 31, 2017. The guidance also allows us to finalize accounting for the U.S. tax reform changes within one year of the December 22,2017 enactment date. See Note 14,Income Taxes, for additional information on how we recorded the impacts of the U.S. tax reform.

period when it becomes known.


New Accounting Pronouncements:

In August 2017,December 2019, the Financial Accounting Standards Board (“FASB”("FASB") issued an Accounting Standards Update (“ASU”("ASU") that removes certain exceptions in accounting for income taxes, improves consistency in application and clarifies existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We do not expect this ASU to simplifyhave a material impact on our consolidated financial statements.

In August 2018, the application of hedge accountingFASB issued an ASU that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for internal-use software. This ASU is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. On January 1, 2020, we adopted the standard on a prospective basis and increase the transparency of hedge results. The updated standard changes how companies can assessdid not have a material impact on our consolidated financial statements.

In August 2018, the effectiveness of their hedging relationships. For cash flow and net investment hedges as ofFASB issued an ASU that modifies the adoption date, the ASU requires a modified retrospective transition approach. Presentation and disclosure requirements related tofor employers that sponsor defined benefit pension or other postretirement plans. The ASU is effective for fiscal years ending after December 15, 2020, with early adoption permitted. We adopted this standard and reflected the changes within our benefit plan disclosures. This standard did not have an impact on our consolidated financial statements.

In August 2018, the FASB issued an ASU are required prospectively.that modifies the disclosure requirements on fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2018,2019, with early adoption permitted. We intendadopted the standard on January 1, 2020 and there was no material impact to early adopt this standard in the first quarter of 2018 and we do not expect it to have a significant impact on our consolidated financial statements including the cumulative-effect adjustment required upon adoption.


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In May 2017,June 2016, the FASB issued an ASU on the measurement of credit losses on financial instruments. This ASU requires entities to clarify when changes tomeasure the terms or conditionsimpairment of a share-based payment award must be accounted for as modifications. The ASU is applied prospectively to awards that are modifiedcertain financial instruments, including trade receivables, based on or after the adoption date. Theexpected losses rather than incurred losses. This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted.2019. We will adoptadopted the standard on January 1, 20182020 using the modified retrospective basis and we do not expect athere was no material impact to our consolidated financial statements.

In March 2017, the FASB issued an ASU


Reclassifications:
Certain amounts previously reported have been reclassified to amend the amortization period for certain purchased callable debt securities held at a premium, shortening the periodconform 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 of adoption. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We will adopt the standard on January 1, 2019. We do not expect 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 the standard on January 1, 2018. We will reclassify net benefit costs other than service costs below operating income, with no impact to our net earnings. For information on our service cost and other components of net periodic benefit cost for pension, postretirement benefit and postemployment plans, see Note 9,Benefit Plans.

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 will adopt this standard on January 1, 2018 and we do not expect a material impact to our consolidated financial statements.

In November 2016, the FASB issued an ASU that requires the change in restricted cash or cash equivalents to be included with other changes in cash and cash equivalents in the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We will adopt this standard on January 1, 2018 and we do not expect a material impact on our consolidated statements of cash flows.

In October 2016, the FASB issued an ASU that requires the recognition of tax consequences of intercompany asset transfers other than inventory when the transfer occurs and removes the exception to postpone recognition until the asset has been sold to an outside party. The standard is to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We will adopt this standard on January 1, 2018 and we do not expect a material impact to our consolidated financial statements.

In August 2016, the FASB issued an ASU to provide guidance on eight specific cash flow classification issues and reduce diversity in practice in how some cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We will adopt this standard on January 1, 2018 and we do not expect a material impact to our consolidated financial statements.

In February 2016, the FASB issued an ASU on lease accounting. The ASU revises existing U.S. GAAP and outlines a new model for lessors and lessees to use in accounting for lease contracts. The guidance requires lessees to recognize aright-of-use asset and a lease liability on the balance sheet for all leases, with the exception of short-term leases. In the statement of earnings, lessees will classify leases as either operating (resulting in straight-line expense) or financing (resulting in a front-loaded expense pattern). The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We anticipate adopting the new standard on January 1, 2019. We continue to make progress in our due diligence and assess the impact of the new standard across our operations and on our 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. We will adopt this standard on January 1, 2018 and we do not expect a material impact to our consolidated financial statements.

In May 2014, the FASB issued an ASU on revenue recognition from contracts with customers. The ASU outlines a new, single comprehensive model for companies to use in accounting for revenue. The core principle is that an entity should recognize revenue to depict the transfer of control over promised goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for the goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows from customer contracts, including significant judgments made in recognizing revenue. In 2016 and 2017, the FASB issued several ASUs that clarified principal versus agent (gross versus net) revenue presentation considerations, confirmed the accounting for certain prepaid stored-value products and clarified the guidance for identifying performance obligations within a contract, the accounting for licenses and partial sales of nonfinancial assets. The FASB also issued two ASUs providing technical corrections, narrow scope exceptions and practical expedients to clarify and improve the implementation of the new revenue recognition guidance. The revenue guidance is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date (annual reporting periods beginning after December 15, 2016). The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment as of the date of adoption. We adopted the new standard on January 1, 2018 on a full retrospective basis. There was no material financial impact from adopting the new revenue standards.

Note 2. Divestitures and Acquisitions

JDE Coffee Business Transactions:

On July 2, 2015, we completed transactions to combine our wholly owned coffee businesses with those of D.E Master Blenders 1753 B.V. (“DEMB”) to create a new company, JDE. Through March 7, 2016, we held a 43.5% interest in JDE. Following the March 7, 2016 exchange of a portion of our investment in JDE for an interest in Keurig, 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 December 31, 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 JDE equity earnings of $129 million in 2017 and $100 million in 2016 and equity losses of $58 million in 2015. We also recorded $49 million of cash dividends received during the first quarter of 2017.

The consideration we received in the JDE coffee business transactions completed on July 2, 2015 consisted of3.8 billion of cash ($4.2 billion as of July 2, 2015), a 43.5% equity interest in JDE and $794 million in receivables (related to sales price adjustments and tax formation cost payments). During the third quarter of 2015, we also recorded $283 million of cash and receivables from JDE related to reimbursement of costs that we incurred in separating our coffee businesses. The cash and equity consideration we received at closing reflects our retaining our interest in our Korea-based joint venture, DSF.current-year presentation. During the second quarter of 2015, we also completed the sale of our interest in a Japanese coffee joint venture, Ajinomoto General Foods, Inc. (“AGF”). In lieu of contributing our interest in the AGF joint venture to JDE, we contributed the net cash proceeds from this sale as part of the overall JDE coffee business transactions.

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.

In connection with the contribution of our global coffee businesses to JDE on July 2, 2015, we recorded a finalpre-tax gain of $6.8 billion (or $6.6 billionafter-tax) in 2015 after final adjustments described below. As previously reported, we deconsolidated net assets totaling $2.9 billion and reduced accumulated other comprehensive losses for the transfer of coffee business-related pension obligations by $90 million. We also recorded approximately $1.0 billion ofpre-tax net gains related to hedging the expected cash proceeds from the transactions as described further below. During the fourth quarter of 2015, we and JDE concluded negotiations of a sales price adjustment and completed the valuation of our investment in JDE. Primarily due to the negotiated resolution of the sales price adjustment in the fourth quarter of 2015, we recorded a $313 million reduction in thepre-tax gain on the coffee transaction, reducing the $7.1 billion estimated gain in the third quarter of 2015 to the $6.8 billion final gain for 2015. As part of our sales price negotiations, we retained the right to collect future cash payments if certain estimated pension liabilities are realized over an agreed amount in the future. As such, we may recognize additional income related to this negotiated term in the future.

The final value of our 43.5% investment in JDE on July 2, 2015 was4.1 billion ($4.5 billion as of July 2, 2015). The fair value of the JDE investment was determined using both income-based and market-based valuation techniques. The discounted cash flow analysis reflected growth, discount and tax rates and other assumptions reflecting the underlying combined businesses and countries in which the combined coffee businesses operate. The fair value of the JDE investment also included the fair values of theCarte Noire andMerrild businesses, which JDE agreed to divest to comply with the conditioned approval by the European Commission related to the JDE coffee business transactions. As of the end of the first quarter of 2016, these businesses were sold by JDE. As the July 2, 2015 fair values for these businesses were recorded by JDE at their pending sales values, we did not record any gain or loss on the sales of these businesses in our share of JDE’s earnings.

In 2014 and 2015, in connection with the expected receipt of cash in euros at the time of closing, we entered into a number of consecutive currency exchange forward contracts to lock in an equivalent expected value in U.S. dollars as of the date the JDE coffee business transactions were first announced in May 2014. Cumulatively, we realized aggregate net gains and received cash of approximately $1.0 billion on these hedging contracts that increased the cash we received2020, in connection with the JDE coffee business transactions from $4.2 billion in cash consideration receivedPeet's (as defined below) transaction (refer to $5.2 billion. In connection with these currency contracts and the transfer of the sale proceedsNote 7, Equity Method Investments), we changed our accounting principle to our subsidiaries that deconsolidated net assets and shares, we recognized a net gain of $436 million in 2015 within interest and other expense, net.

We also incurred incremental expenses related to readying our global coffee businesses for the transactions that totaled $278 million for the year ended December 31, 2015. Of these total expenses, $123 million was recorded within asset impairment and exit costs in 2015 and the remainder was recorded within selling, general and administrative expenses of primarily our Europe segment, as well as within general corporate expenses.

JDE Capital Increase:

On December 18, 2015, AHBV and we agreed to provide JDE additional capital to pay down some of its debt with lenders. Our pro rata share of the capital increase was499 million ($544 million as of December 18, 2015) and was made in return for a pro rata number of additional shares in JDE such that our ownership in JDE did not change following the capital increase. To fundreflect our share of Jacobs Douwe Egberts ("JDE") historical results and JDE Peet's ongoing results on a one-quarter lag basis while we continue to record dividends when cash is received. This change was applied retrospectively to all periods presented.


Note 2. Acquisitions and Divestitures

On January 4, 2021, we acquired the capital increase, we contributed460remaining 93% of equity of Hu Master Holdings, a category leader in premium chocolate in the United States, for closing cash consideration of approximately $231 million ($501 million) of JDE receivables and made a39 million ($43 million) cash payment.

JDE Stock-Based Compensation Arrangements:

On June 30, 2016, we entered into agreements with AHBV and its affiliates to establish a new stock-based compensation arrangement tied to the issuance of JDE equity compensation awards to JDE employees. This arrangement replaced a temporary equity compensation program tied to the issuance of AHBV equity compensation to JDE employees. New Class C, D and E JDE shares were authorized and issued for investments made by, and vested stock-based compensation awards granted to, JDE employees. Under these arrangements, share ownership dilution from the JDE Class C, D and E shareholders is limited to 2%. We retained our 26.5% voting rights and have a slightly lower portion of JDE’s profits and dividends than our shareholder ownership interest as certain employee shareholders receive a slightly larger share. Upon execution of the agreements and the creation of the Class C, D and E JDE shares, aspotential for 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%.

JDE Tax Matter Resolution:

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 ($34 million).

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) for an interest in Keurig with a fair value of $2.0 billioncontingent consideration payment based on the merger consideration per share for Keurig. We recordedfuture performance of the difference between the fair value of Keurig and our basis in JDE shares asacquired company.


On April 1, 2020, we acquired a $43 million gain on the equity method investment exchange in March 2016. Immediately following the exchange, our ownershipmajority interest in JDE was 26.5%Give & Go, a North American leader in fully-finished sweet baked goods and our interest in Keurig was 24.2%. Both AHBVowner of the famous two-bite® brand of brownies and we hold our investments in Keurig through a combinationthe Create-A-Treat® brand, known for cookie and gingerbread house decorating kits. The acquisition of equity and interests in a shareholder loan, withpro-rata ownership of each. Our initial $2.0 billion investment in Keurig includes a $1.6 billion Keurig equity interest and a $0.4 billion shareholder loan receivable, which are reported on a combined basis within equity method investments on our consolidated balance sheet as of December 31, 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 of $208 million in 2017 (of which, approximately $119 million relatesGive & Go provides access to the provisional tax benefit Keurigin-store bakery channel and expands our position in broader snacking. The purchase consideration for Give & Go totaled $1,136 million, net of cash received. We are working to complete the valuation and have recorded a preliminary purchase price allocation of net tangible and intangible assets acquired and liabilities assumed as follows:

(in millions)
Receivables$29 
Inventory38
Other current assets5
Property, plant and equipment136
Operating right of use assets61
Definite-life intangible assets511
Indefinite-life intangible assets42
Goodwill531
Assets acquired$1,353 
Current liabilities41
Deferred tax liabilities92
Long-term operating lease liabilities56
Long-term debt6
Long-term other liabilities19
Total purchase price$1,139 
Less: cash received3
Net Cash Paid$1,136 

Within definite-life intangible assets, we allocated $416 million to customer relationships which have an estimated useful life of 17 years. Goodwill arises principally as a result of U.S.expansion opportunities and synergies across both new and legacy product categories. NaN of the goodwill recognized is expected to be deductible for income tax reform),purposes.

The fair value for customer relationships at the acquisition date was determined using the multi-period excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and $77thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates and discount rates.
87

The acquisition added incremental net revenues of $390 million in 2016. We recorded shareholder loan interestand operating income of $24 million in 2017 and $202020. We incurred acquisition-related costs of $15 million in 2016. Additionally,during 2020.

On July 16, 2019, we received shareholder loan interest payments of $30 million in 2017 and $14 million in 2016 and dividends of $14 million in 2017 and $4 million in 2016.

Planned Keurig Dr Pepper Transaction:

On January 29, 2018, we announced that we would exchange our ownershipacquired a majority interest in Keuriga U.S. refrigerated nutrition bar company, Perfect Snacks, within our North America segment for equity$284 million cash paid, net of cash received, and expanded our position in Keurig Dr Pepper, which is contingent uponbroader snacking. During the successful completionfirst quarter of a planned merger2020, we finalized the purchase price allocation of Keurig with Dr Pepper Snapple Group, Inc. Following$31 million to definite-life intangible assets, $107 million to indefinite-life intangible assets, $150 million to goodwill, $1 million to property, plant and equipment, $12 million to inventory, $8 million to accounts receivable, $13 million to current liabilities, $3 million to deferred tax liabilities and $9 million to other liabilities. Through the closeone-year anniversary of the merger inmid-2018, we expect our ownership in Keurig Dr Pepper to be13-14%. We expect to account for this new investment under the equity method as we have for Keurig, resulting in our recognizing our shareacquisition, Perfect Snacks added incremental net revenues of their earnings within our earnings$55 million 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.

Summary Financial Information for Equity Method Investments:

Summarized financial information for JDE, Keurig, DSF and our other equity method investments is reflected below.

                                                      
       As of December 31, 
       2017   2016 
       (in millions) 

Current assets

    $4,732   $4,458 

Noncurrent assets

     38,282    35,089 
    

 

 

   

 

 

 

Total assets

    $43,014   $39,547 

Current liabilities

    $5,822   $4,148 

Noncurrent liabilities

     15,424    16,472 
    

 

 

   

 

 

 

Total liabilities

    $21,246   $20,620 

Equity attributable to shareowners of investees

    $21,685   $18,868 

Equity attributable to noncontrolling interests

     83    59 
    

 

 

   

 

 

 

Total net equity of investees

    $21,768   $18,927 

Mondelēz International ownership interests

     24-50%    24-50% 
    

 

 

   

 

 

 

Mondelēz International share of investee net equity(1)

    $5,905   $5,145 

Keurig shareholder loan

     440    440 
    

 

 

   

 

 

 

Equity method investments

    $6,345   $5,585 
    

 

 

   

 

 

 
   For the Years Ended December 31, 
   2017   2016   2015 
   (in millions) 

Net revenues

  $12,781   $10,923   $4,993 

Gross profit

   4,891    4,219    1,551 

Income from continuing operations

   1,604    839    96 

Net income

   1,604    839    97 

Net income attributable to investees

  $1,594   $838   $97 

Mondelēz International ownership interests

   24%-50%    24%-50%    40%-50% 
  

 

 

   

 

 

   

 

 

 

Mondelēz International share of investee net income

  $436   $281   $56 

Keurig shareholder loan interest income

   24    20     
  

 

 

   

 

 

   

 

 

 

Equity method investment net earnings(2)

  $460   $301   $56 
  

 

 

   

 

 

   

 

 

 

(1)Includes approximately $360 million of basis differences between the U.S. GAAP accounting basis for our equity method investments and the U.S. GAAP accounting basis of our investees’ equity.
(2)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, to align with the accounting for JDE earnings, we began to record the earnings from our equity method investments inafter-tax equity method investment earnings outside of operating income. For the six months ended December 31, 2015,after-tax equity method investment net earnings were less than $1 million on a combined basis. Earnings from equity method investments recorded within segment operating income were $56 million for the six months ended July 2, 2015. See Note 1,Summary of Significant Accounting Policies – Principles of Consolidation,for additional information.

Other Divestitures and Acquisitions:

On December 28, 2017, we completed the sale of a confectionery business in Japan. We received cash proceeds of ¥2.8 billion Japanese Yen ($24 million as of December 28, 2017) and recorded an immaterialpre-tax loss on the divestiture within our AMEA segment.

amount of incremental operating income in 2020.


On October 2, 2017, we completed the sale of one of our equity method investments and received cash proceeds of $65 million. We recorded apre-tax gain of $40 million within the gain on equity method investment transactions and $15 million of tax expense.

In connection with the 2012spin-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 certainKHC-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 million ($11 million as of August 17, 2017) and on October 23, 2017, the second transaction closed and we received cash proceeds of2 million ($3 million as of October 23, 2017). The gain on both transactions combined was immaterial.

On July 4, 2017,May 28, 2019, we completed the sale of most of our grocerycheese business in Australiathe Middle East and New ZealandAfrica to Bega Cheese Limited for $456Arla Foods of Denmark. In 2019, we received cash proceeds of $161 million Australian dollars ($347 million as of July 4, 2017). Weand divested $27$19 million of current assets $135and $96 million ofnon-current assets and $4 million of current liabilities based on the July 4, 2017 exchange rate. We assets. During 2019, we recorded a net pre-tax gain of $247$44 million Australian dollars ($187 million as of July 4, 2017) on the sale. The divestiture resulted in year-over-year declines in net revenues of $55 million and operating income of $9 million during 2020. We also recordedincurred divestiture-related costs of $2$4 million in 2020 and $6 million in 2019.


On June 7, 2018, we acquired a foreign currency hedge loss of $3 million during 2017. InU.S. premium biscuit company, Tate’s Bake Shop, within our North America segment and extended our premium biscuit offering. During the fourthsecond quarter of 2017,2018, we recorded a $3paid $528 million, inventory-related working capital adjustment, increasing thepre-tax gain to $190 million in 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 cash of approximately157 million ($169 million as of April 28, 2017), net of cash divested withreceived, and during the businesses. On April 28, 2017, we divested $44 million of current assets, $155 million ofnon-current assets, $8 million of current liabilities and $22 million ofnon-current liabilities based on the April 28, 2017 exchange rate. We recorded a $3 million loss on the sale and divestiture-related costs of $27 million in 2017 and $84 million in 2016. These divestiture-related costs were recorded within cost of sales and selling, general and administrative expenses primarily 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.

During the year ended December 31, 2016, we also completed the following sale transactions:

On December 31, 2016, we completed the sale of a chocolate factory in Belgium. In connection with this transaction, we recorded apre-tax loss of65 million ($68 million as of December 31, 2016), within asset impairment and exit costs in our Europe segment. The loss includes a fixed asset impairment charge of30 million ($31 million as of December 31, 2016), a loss on disposal of22 million ($23 million as of December 31, 2016) and incremental expenses we incurred and accrued of13 million ($14 million as of December 31, 2016) related to selling the factory.
On December 1, 2016, we completed the sale of a confectionery business in Costa Rica represented by a local brand. The sales price was $28 million and we recorded apre-tax gain of $9 million within gains on divestiture within our Latin America segment. We divested approximately $11 million of property, plant and equipment, $4 million of goodwill and $2 million of inventory. In connection with this transaction, we incurred $2 million of transaction costs and accrued expenses.
On August 26, 2016, we recorded a $7 million gain for the sale of a U.S.-owned biscuit trademark. The gain was recorded within selling, general and administrative expenses in 2016.
On May 2, 2016, we completed the sale of certain local biscuit brands in Finland as part of our strategic decisions to exit select small and local brands and shift investment towards our Power Brands. The sales price was14 million ($16 million as of May 2, 2016) and we recorded apre-tax gain of $6 million ($5 million after tax) within selling, general and administrative expenses of our Europe segment in the year ended December 31, 2016. We divested $8 million of indefinite-lived intangible assets and less than $1 million of other assets. We received cash proceeds of12 million ($14 million as of May 2, 2016) upon closing and another2 million ($2 million as of October 31, 2016) of consideration following the completion of post-closing requirements. The additional $2 million of consideration increased thepre-tax gain to $8 million ($6 million after tax) through December 31, 2016.

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 of November 2, 2016). During the thirdsecond quarter of 2017,2019, we completed the valuation work and finalized the purchase price at $527 million. The purchase price allocation of $66included $45 million to definite-liveddefinite-life intangible assets, $173$205 million to indefinite-life intangible assets, $297 million to goodwill, $2$16 million to property, plant and equipment, and $4$5 million to inventory, reflecting a November 2, 2016 exchange rate. The$9 million to accounts receivable, $7 million to current liabilities and $43 million to deferred tax liabilities. Through the one-year anniversary of the acquisition, Tate's added incremental net revenues of $59$35 million in 2017 and $16 million in 2016 and addedan immaterial amount of incremental operating income of $8 million in 2017 and $1 million in 2016.

During the third quarter of 2016, we completed the acquisition of a Vietnamese biscuit operation within our AMEA segment. On July 15, 2015, we acquired an 80% interest in the biscuit operation and on August 22, 2016, we acquired the remaining 20% interest. Total cash paid for the biscuit operation, intellectual property,non-compete and consulting agreements less purchase price adjustments was 12,404 billion Vietnamese dong ($569 million using applicable exchange rates on July 15, 2015, November 27, 2015 and August 22, 2016). On August 22, 2016, in connection with acquiring the remaining 20% interest in the biscuit operation, escrowed funds of $70 million were released and we retained an agreed $20 million related to two outstanding acquisition-related matters. We subsequently released $5 million in 2016 and $9 million in 2017 to the sellers and expect to pay $4 million within five years as remaining indemnified obligations are resolved. On August 22, 2016, we also made a final payment of 759 billion Vietnamese dong ($35 million as of August 22, 2016) for thenon-compete and consulting agreements. Thenon-compete and consulting agreements were recorded as prepaid contracts within other current andnon-current assets and will be amortized into net earnings over the term of the agreements. During the third quarter of 2016, we also finalized the valuation and purchase price allocation of the acquired net assets of the business, which included $10 million of inventory, $49 million of property, plant and equipment, $86 million of intangible assets, $385 million of goodwill and $31 million of other net liabilities. In periods following the initial July 15, 2015 first closing date, the allocation of the net asset fair values had an immaterial impact on our operating results. The acquisition added incremental net revenues of $71 million in 2016 and $121 million in 2015 and added incremental operating income of $5 million in 2016 and $21 million in 2015. Within selling, general and administrative expenses, we recorded integration costs of $7 million in 2016 and $9 million in 2015 and acquisition costs of $7 million in 2015.

Sales of Property:

On November 9, 2016, we completed the sale of a manufacturing plant in Russia and recorded total expenses of $12 million, including a related fixed asset impairment charge of $4 million within asset impairments and exit costs. The sale of the land, buildings and equipment generated cash proceeds of $6 million.

In 2016, we also sold property within our North America segment and from our centrally held corporate assets. In the third quarter of 2016, we sold property in North America that generated cash proceeds of $10 million and apre-tax gain of $6 million and we sold a corporate aircraft hangar that generated cash proceeds of $3 million and apre-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 apre-tax gain of $33 million. The corporate aircraft sale generated cash proceeds of $20 million and apre-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 year ended December 31, 2016.

2019.


Note 3. Inventories


Inventories consisted of the following:

                                    
  As of December 31, 
  2017   2016  As of December 31,
  (in millions)  20202019
(in millions)

Raw materials

  $711   $722 Raw materials$718 $707 

Finished product

   1,975    1,865 Finished product2,059 1,953 
  

 

   

 

 2,777 2,660 
   2,686    2,587 

Inventory reserves

   (129   (118Inventory reserves(130)(114)
  

 

   

 

 

Inventories, net

  $2,557   $2,469 Inventories, net$2,647 $2,546 
  

 

   

 

 


Note 4. Property, Plant and Equipment


Property, plant and equipment consisted of the following:

                                    
  As of December 31, 
  2017   2016  As of December 31,
  (in millions)  20202019
(in millions)

Land and land improvements

  $458   $471 Land and land improvements$422 $422 

Buildings and building improvements

   2,979    2,801 Buildings and building improvements3,252 3,140 

Machinery and equipment

   11,195    10,302 Machinery and equipment12,053 11,295 

Construction in progress

   1,048    1,113 Construction in progress628 680 
  

 

   

 

 16,355 15,537 
   15,680    14,687 

Accumulated depreciation

   (7,003   (6,458Accumulated depreciation(7,329)(6,804)
  

 

   

 

 

Property, plant and equipment, net

  $8,677   $8,229 Property, plant and equipment, net$9,026 $8,733 
  

 

   

 

 


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Capital expenditures as presented on the statement of cash flow were $1.0$0.9 billion, $1.2$0.9 billion and $1.5$1.1 billion for the years ending December 31, 2017, 20162020, 2019 and 20152018 and excluded $357$275 million, $343$334 million and $322$331 million for accrued capital expenditures not yet paid.


In connection with our restructuring program, we recordednon-cash property, plant and equipment write-downs (including accelerated depreciation and asset impairments) of $206 million in 2017, $301 million in 2016 and $264 million in 2015 (see Note 6,2014-2018 Restructuring Program). These charges related to property, plant and equipment were recorded in the consolidated statements of earningslosses/(gains) on disposal within asset impairment and exit costs on the consolidated statements of earnings and inwithin the segment results as follows (refer to Note 8, Restructuring Program):
 For the Years Ended December 31,
 202020192018
 (in millions)
Latin America$(12)$$25 
AMEA(7)(2)
Europe46 15 
North America13 
Corporate
Total$(13)$50 $59 

Note 5. Leases

We have operating and finance leases for manufacturing and distribution facilities, vehicles, equipment and office space. Our leases have remaining lease terms of 1 to 19 years, some of which include options to extend the leases for up to 6 years. We assume the majority of our termination options will not be exercised when determining the lease term of our leases. We do not include significant restrictions or covenants in our lease agreements, and residual value guarantees are generally not included within our operating leases, with the exception of some fleet leases. Some of our leasing arrangements require variable payments that are dependent on usage or output or may vary for other reasons, such as product costs, insurance and tax payments. These variable payment leases are not included in our recorded lease assets and liabilities and are expensed as incurred. Certain leases are tied to a variable index or rate and are included in our lease assets and liabilities based on the indices or rates as of lease commencement.

The components of lease costs were as follows:

                                                      
   For the Years Ended December 31, 
   2017   2016   2015 
   (in millions) 

Latin America

  $36   $22   $46 

AMEA

   81    44    88 

Europe

   58    122    65 

North America

   30    111    65 

Corporate

   1    2     
  

 

 

   

 

 

   

 

 

 

Non-cash property, plant and equipment write-downs

  $206   $301   $264 
  

 

 

   

 

 

   

 

 

 
For the Years Ended December 31,
20202019
(in millions)
Operating lease cost$236 $222 
Finance lease cost:
Amortization of right-of-use assets60 29 
Interest on lease liabilities
Short-term lease cost26 39 
Variable lease cost442 474 
Sublease income(7)(6)
Total lease cost$764 $762 

Rent expenses under prior lease accounting rules (ASC 840) recorded in continuing operations were $260 million in 2018.

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Supplemental cash flow information related to leases was as follows:
For the Years Ended December 31,
20202019
(in millions)
Cash paid for amounts included in the measurement of
lease liabilities:
Operating cash flows from operating leases$(236)$(234)
Operating cash flows from finance leases(7)(4)
Financing cash flows from finance leases(56)(27)
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$208 $95 
Finance leases180 99 

Supplemental balance sheet information related to leases was as follows:
As of December 31,
20202019
(in millions)
Operating Leases:
Operating lease right-of-use assets, net of amortization$638 $568 
Other current liabilities$190 $178 
Long-term operating lease liabilities470 403 
Total operating lease liabilities$660 $581 
Finance Leases:
Finance leases, net of amortization (within property, plant & equipment)$252 $122 
Current portion of long-term debt$74 $32 
Long-term debt182 91 
Total finance lease liabilities$256 $123 
Weighted Average Remaining Lease Term
Operating leases6.3 years5.2 years
Finance leases4.4 years4.6 years
Weighted Average Discount Rate
Operating leases3.2 %3.5 %
Finance leases3.2 %3.7 %

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Maturities of lease liabilities were as follows:
As of December 31, 2020
Operating LeasesFinance Leases
(in millions)
Year Ending December 31:
2021$203 $81 
2022155 71 
2023107 51 
202472 33 
202551 18 
Thereafter169 22 
Total future undiscounted lease payments$757 $276 
Less imputed interest(97)(20)
Total reported lease liability$660 $256 

Note 5.6. Goodwill and Intangible Assets


Goodwill by reportable operating segment was:

                                    
  As of December 31, 
  2017   2016  As of December 31,
  (in millions)  20202019
(in millions)

Latin America

  $901   $897 Latin America$706 $818 

AMEA

   3,371    3,324 AMEA3,250 3,151 

Europe

   7,880    7,170 Europe8,038 7,523 

North America

   8,933    8,885 North America9,901 9,356 
  

 

   

 

 

Goodwill

  $21,085   $20,276 Goodwill$21,895 $20,848 
  

 

   

 

 


Intangible assets consisted of the following:

                                    
  As of December 31,  As of December 31,
  2017   2016  20202019
  (in millions)  (in millions)

Non-amortizable intangible assets

  $17,671   $17,004 

Amortizable intangible assets

   2,386    2,315 
  

 

   

 

 
Indefinite-life intangible assetsIndefinite-life intangible assets$17,492 $17,296 
Definite-life intangible assetsDefinite-life intangible assets2,907 2,374 
   20,057    19,319 20,399 19,670 

Accumulated amortization

   (1,418   (1,218Accumulated amortization(1,917)(1,713)
  

 

   

 

 

Intangible assets, net

  $18,639   $18,101 Intangible assets, net$18,482 $17,957 
  

 

   

 

 

Non-amortizable


Indefinite-life 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. AmortizableDefinite-life intangible assets consist primarily of trademarks, customer-related intangibles, process technology, licenses andnon-compete agreements.


Amortization expense for intangible assets was $178$194 million in 2017,2020, $174 million in 2019 and $176 million in 2016 and $181 million in 2015.2018. For the next five years, we estimate annual amortization expense of approximately $175$125 million for the next three years andyear, approximately $85$115 million in years two to four and approximately $100 million in year five, reflecting December 31, 20172020 exchange rates.


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Changes in goodwill and intangible assets consisted of:

                                                                        
  2017   2016 
  Goodwill   Intangible
Assets, at cost
   Goodwill   Intangible
Assets, at cost
  20202019
  (in millions)  GoodwillIntangible
Assets, at cost
GoodwillIntangible
Assets, at cost
(in millions)

Balance at January 1

  $20,276   $19,319   $20,664   $19,847 Balance at January 1$20,848 $19,670 $20,725 $19,529 

Changes due to:

        Changes due to:

Currency

   909    954    (464   (540Currency516 320 17 60 

Divestitures

   (114   (100   (4   (8Divestitures(43)

Acquisitions

   15    (7   80    158 Acquisitions531 553 149 138 

Asset impairments

       (109       (137Asset impairments(144)(57)

Other

   (1           (1
  

 

   

 

   

 

   

 

 

Balance at December 31

  $21,085   $20,057   $20,276   $19,319 Balance at December 31$21,895 $20,399 $20,848 $19,670 
  

 

   

 

   

 

   

 

 


Changes to goodwill and intangibles were:

Divestitures – During 2017, in connection with the divestiture of several manufacturing facilities, primarily in France, we divested $23 million of goodwill and $62 million of amortizable andnon-amortizable intangible assets. In 2017, we also completed a sale of most of our grocery
Divestitures – During the second quarter of 2019, we divested the net assets of most of our cheese business in Australia and New Zealand and divested $86 million of related goodwill. Furthermore, we completed a sale of a confectionery business in Japan and divested $5 million of goodwill and $24 million of definite lived intangible assets. Finally, we divested $14 million of definite lived intangible asset as part of our sale of one of our equity method investments. During 2016, we divested $4 million of goodwill related to the sale of a confectionery business in Costa Rica and we sold $8 million ofnon-amortizable intangible assets in Finland. See Note 2,Divestitures and Acquisitions, for additional information.
Acquisitions – 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. In connection with the completion of the purchase of a Vietnam biscuit operation in 2016, we finalized the purchase price allocation of the consideration paid to the net assets acquired and recorded $25 million of amortizable intangible assets and $61 million ofnon-amortizable intangible assets related to acquired trademarks and customer-related intangible assets. A preliminary goodwill balance was recorded in 2015 and subsequently adjusted by $76 million to $385 million in 2016 to reflect finalized intangible asset and other asset fair valuations. See Note 2,Divestitures and Acquisitions, for additional information.

Asset impairments – We recorded $109 million of intangible asset impairments in 2017, $137 million in 2016 and $83 million in 2015. Charges related to our annual testing ofnon-amortizable intangible assets were $70 million in 2017, $98 million in 2016 and $71 million in 2015. During 2017, we also 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 and a $1 million intangible asset impairment charge related to a transaction. In 2016, we also recorded $20 million of impairment charges within our Europe segment related to the planned sale of a confectionery business in France (see Note 2,Divestitures and Acquisitions – Other Divestitures and Acquisitions, for additional information) and we also recorded $19 million of charges in our Europe, North America and AMEA segments resulting from the discontinuation of four biscuit products and one candy product. In 2015, we recorded $12 million of impairment charges within the loss on deconsolidation of Venezuela related to a biscuit trademark.

We have historically annually tested goodwill andnon-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 methodMiddle East and Africa to Arla Foods of applying an accounting principle, is preferable because it better alignsDenmark resulting in a goodwill decrease of $43 million. See Note 2, Acquisitions and Divestitures, for additional information.

Acquisitions – In connection with our strategic business planning process and financial forecasts, which are key componentsacquisition of a majority interest in Give & Go during the annual impairment tests. The change in the measurement date did not delay, accelerate or prevent an impairment charge. Eachsecond quarter of 2020, we have evaluatedrecorded a preliminary purchase price allocation of $531 million to goodwill and $553 million to intangible assets. In connection with the acquisition of Perfect Snacks during the third quarter of 2019, we recorded a purchase price allocation of $150 million to goodwill and $138 million to intangible assets. During 2019, we also finalized the purchase price allocation for the 2018 acquisition of Tate’s Bake Shop, resulting in a $1 million adjustment to goodwill. See Note 2, Acquisitions and Divestitures, for additional information.
Asset impairments – As further discussed below, we recorded $144 million of intangible asset impairment risksimpairments in 2020 and recognized any related impairments to date. As such, the change$57 million in the annual test date was applied on July 1, 2017.

2019.


In 2017, 20162020, 2019 and 2015,2018, there were no0 goodwill impairments and each of our reporting units had sufficient fair value in excess of its carrying value. While all reporting units passed our annual impairment testing, if planned business performance expectations are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then the estimated fair values of a reporting unit or reporting units might decline and lead to a goodwill impairment in the future.

During our 2017 annual testing ofnon-amortizable intangible assets,


In 2020, we recorded $70$144 million of intangible asset impairment charges in the third quarter related to five trademarks.8 brands. We recorded charges related to gum, chocolate, biscuits and candy brands of $83 million in North America, $53 million in Europe, $5 million in AMEA and $3 million in Latin America. We also noted thirteenidentified 9 brands, including the five8 impaired trademarks, with $963$753 million of aggregate book value as of December 31, 20172020 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 ifmonitor our brand performance, particularly in light of the product linesignificant uncertainty due to the COVID-19 pandemic and related impacts to our business. If the brand earnings expectations, including the timing of the expected recovery from the COVID-19 pandemic impacts, 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.

In 2019, we recorded $57 million of impairment charges for gum, chocolate, biscuits and candy brands of $39 million in Europe, $15 million in AMEA and $3 million in Latin America. In 2018, we recorded $68 million of impairment charges for gum, chocolate, biscuits and candy brands of $45 million in Europe, $14 million in North America and $9 million in AMEA.


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Note 6. 2014-20187. Equity Method Investments

Equity method investments consist of our investments in entities in which we maintain an equity ownership interest and apply the equity method of accounting due to our ability to exert significant influence over decisions relating to their operating and financial affairs. Revenue and expenses of our equity method investees are not consolidated into our financial statements; rather, our proportionate share of the earnings of each investee is reflected as equity method investment net earnings. The carrying values of our equity method investments are also impacted by our proportionate share of items impacting the investee's accumulated other comprehensive income or losses and other items, such as our share of investee dividends.

Our equity method investments include, but are not limited to, our ownership interests in JDE Peet's (Euronext Amsterdam: "JDEP"), Keurig Dr Pepper Inc. (NASDAQ: "KDP"), Dong Suh Foods Corporation and Dong Suh Oil & Fats Co. Ltd. As of December 31, 2020, we owned 22.9%, 8.4%, 50.0% and 49.0%, respectively, of these companies' outstanding shares.

Our investments accounted for under the equity method of accounting totaled $6,036 million as of December 31, 2020 and $7,178 million as of December 31, 2019. We recorded equity earnings and cash dividends of $421 million and $246 million in 2020, equity earnings and cash dividends of $501 million and $250 million in 2019 and equity earnings and cash dividends of $484 million and $180 million in 2018.

Based on the quoted closing prices as of December 31, 2020, the combined fair value of our publicly-traded investments in JDEP and KDP was $8.9 billion, and for each investment, its fair value exceeded its carrying value.

JDE / Keurig Exchange:
On March 7, 2016, we exchanged a portion of our 43.5% JDE equity interest for a new equity interest in Keurig Green Mountain, Inc. ("Keurig"). Following the transaction, our JDE equity interest became 26.5% and our new Keurig equity interest was 24.2%. During 2016, we recorded the difference between the $2.0 billion fair value of Keurig and our basis in the exchanged JDE shares as a gain of $43 million. During 2019, we determined an adjustment to accumulated other comprehensive losses related to our JDE investment was required, which reduced our previously reported gain by $29 million. We recorded the adjustment as a loss on equity method transactions.

Keurig Dr Pepper Transactions:
On July 9, 2018, Keurig closed on its definitive merger agreement with Dr Pepper Snapple Group, Inc., and formed KDP, a publicly traded company. Following the close of the transaction, our 24.2% investment in Keurig together with our shareholder loan receivable became a 13.8% investment in KDP. During 2018, we recorded a net pre-tax gain of $778 million (or $586 million after-tax). In connection with this transaction, we changed our accounting principle during the third quarter of 2018 to reflect our share of Keurig's historical and KDP's ongoing earnings on a one-quarter lag basis while we continue to record dividends when cash is received. We determined a lag was preferable as it enables us to continue to report our quarterly and annual results on a timely basis and to record our share of KDP’s ongoing results once KDP has publicly reported its results. The change was retrospectively applied to all prior periods presented.

During 2019, we recognized a pre-tax gain of $23 million (or $18 million after-tax) related to the impact of a KDP acquisition that decreased our ownership interest from 13.8% to 13.6%.

On March 4, 2020, we participated in a secondary offering of KDP shares and sold approximately 6.8 million shares, which reduced our ownership interest by 0.5% to 13.1% of the total outstanding shares. We received $185 million of proceeds and recorded a pre-tax gain of $71 million (or $54 million after-tax) during the first quarter of 2020.

On August 3, 2020, we sold approximately 14.1 million shares of KDP, which reduced our ownership interest by 1.0% to 12.1% of the total outstanding shares. We received $414 million of proceeds and recorded a pre-tax gain of $181 million (or $139 million after-tax) during the third quarter of 2020.

On September 9, 2020, we sold approximately 12.5 million shares of KDP, which reduced our ownership interest by 0.9% to 11.2% of the total outstanding shares. We received $363 million of proceeds and recorded a pre-tax gain of $154 million (or $119 million after-tax) during the third quarter of 2020.

On November 17, 2020, we participated in a secondary offering of KDP shares and sold approximately 40.0 million shares, which reduced our ownership interest by 2.8% to 8.4% of the total outstanding shares. We received
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$1,132 million of proceeds and recorded a pre-tax gain of $459 million (or $350 million after-tax) during the fourth quarter of 2020.

We hold 2 director positions on the KDP board as well as additional governance rights. As we continue to have significant influence, we continue to account for our investment in KDP under the equity method, resulting in recognizing our share of their earnings within our earnings and our share of their dividends within our cash flows.

JDE Peet’s Transaction:
In May 2020, JDE Peet’s B.V. (renamed JDE Peet’s N.V. immediately prior to Settlement (as defined below), “JDE Peet’s”) consummated the offering, listing and trading of its ordinary shares on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V. (the “admission”). In connection with this transaction, JDE Peet’s and the selling shareholders, including us, agreed to sell at a price of €31.50 per ordinary share a total of approximately 82.1 million ordinary shares, including ordinary shares subject to an over-allotment option. The ordinary shares were listed and first traded on May 29, 2020, and payment for, and delivery of, the ordinary shares sold in the offering (excluding ordinary shares subject to the over-allotment option) took place on June 2, 2020 (“Settlement”).

Prior to Settlement, we exchanged our 26.4% ownership interest in JDE for a 26.5% equity interest in JDE Peet’s. We did not invest new capital in connection with the transaction and the exchange was accounted for as a change in interest transaction. Upon Settlement, we sold approximately 9.7 million of our ordinary shares in JDE Peet’s in the offering for gross proceeds of €304 million ($343 million). We subsequently sold approximately 1.4 million additional shares and received gross proceeds of €46 million ($51 million) upon exercise of the over-allotment option. Following Settlement and the exercise of the over-allotment option, we held a 22.9% equity interest in JDE Peet’s. During the second quarter of 2020, we recorded a preliminary gain of $121 million, net of $33 million released from accumulated other comprehensive losses, and $48 million of transaction costs. During the third quarter of 2020, we increased our preliminary gain by $10 million to $131 million.

As was the case in our ownership interest in JDE, we have significant influence with respect to JDE Peet’s, and we will continue to account for our investment in JDE Peet’s under the equity method, resulting in recognizing our share of JDE Peet’s earnings within our earnings and our share of JDE Peet’s dividends within our cash flows. In the second quarter of 2020, in connection with this transaction, we changed our accounting principle to reflect our share of JDE’s historical and JDE Peet’s ongoing earnings on a one-quarter lag basis, although we continue to record dividends when cash is received. We determined a lag was preferable as it enables us to continue to report our quarterly and annual results on a timely basis, while recording our share of JDE Peet’s ongoing results after JDE Peet’s has publicly reported its results. This change in accounting principle was applied retrospectively to all periods.

The following tables show the primary line items on the consolidated statements of earnings and comprehensive earnings and the consolidated balance sheet that changed as a result of the reporting lag for JDE Peet's. The consolidated statements of cash flow and equity were also updated to reflect these changes.

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For the Years Ended
December 31, 2019December 31, 2018
As ReportedAs RecastAs ReportedAs Recast
(in millions, except per share data)
Statements of Earnings
Equity method investment net earnings$442 $501 $548 $484 
Net earnings3,885 3,944 3,395 3,331 
Net earnings attributable to
Mondelēz International
3,870 3,929 3,381 3,317 
Earnings per share attributable to
Mondelēz International:
Basic EPS$2.68 $2.72 $2.30 $2.25 
Diluted EPS$2.65 $2.69 $2.28 $2.23 
Statements of Other Comprehensive Earnings
Currency translation adjustment$299 $300 $(865)$(910)
Pension and other benefit plans116 133 284 331 
Derivative cash flow hedges(45)(45)(54)(54)
Total other comprehensive earnings/(losses)370 388 (635)(633)
Comprehensive earnings/(losses) attributable to
Mondelēz International
4,242 4,319 2,748 2,686 

As of December 31, 2019
As ReportedAs Recast
(in millions)
Balance Sheet
   Equity method investments$7,212 $7,178 
   Total assets64,549 64,515 
   Retained earnings26,653 26,615 
   Accumulated other comprehensive losses(10,258)(10,254)
   Total Mondelēz International shareholders' equity27,275 27,241 
   Total equity27,351 27,317 

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Summary Financial Information for Equity Method Investments:
Summarized financial information related to our equity method investments is reflected below. The tables below reflect the adjustments noted above for the JDE and JDEP one-quarter lag.
 As of December 31,
 20202019
 (in millions)
Current assets$5,922 $5,523 
Noncurrent assets72,941 69,587 
Total assets$78,863 $75,110 
Current liabilities$11,784 $9,823 
Noncurrent liabilities27,752 28,193 
Total liabilities$39,536 $38,016 
Equity attributable to shareowners of investees$39,161 $37,058 
Equity attributable to noncontrolling interests166 36 
Total net equity of investees$39,327 $37,094 
Mondelēz International ownership interests8-50%13-50%
Equity method investments (1)
$6,036 $7,178 
 For the Years Ended December 31,
 202020192018
 (in millions)
Net revenues$20,112 $19,361 $14,419 
Gross profit9,856 9,781 5,989 
Income from continuing operations2,078 2,216 1,753 
Net income2,078 2,216 1,753 
Net income attributable to investees$2,070 $2,206 $1,742 
Mondelēz International ownership interests8-50%13-50%13-50%
Mondelēz International share of investee net income$421 $501 $472 
Keurig shareholder loan interest income12 
Equity method investment net earnings$421 $501 $484 

(1)Includes a basis difference of approximately $519 million as of December 31, 2020 and $333 million as of December 31, 2019 between the U.S. GAAP accounting basis for our equity method investments and the U.S. GAAP accounting basis of our investees’ equity.

Note 8. Restructuring Program


On May 6, 2014, our Board of Directors approved a $3.5 billion 2014-2018 restructuring program and up to $2.2 billion of capital expenditures. On August 31, 2016, our Board of Directors approved a $600 million reallocation between restructuring program cash costs and capital expenditures so that now the $5.7 billion program consistsconsisted of approximately $4.1 billion of restructuring program costs ($3.1 billion cash costs and $1$1.0 billionnon-cash costs) and up to $1.6 billion of capital expenditures. On September 6, 2018, our Board of Directors approved an extension of the restructuring program through 2022, an increase of $1.3 billion in the program charges and an increase of $700 million in capital expenditures. The total $7.7 billion program now consists of $5.4 billion of program charges ($4.1 billion of cash costs and $1.3 billion of non-cash costs) and total capital expenditures of $2.3 billion to be incurred over the life of the program. The current restructuring program, as increased and extended by these actions, is now called the Simplify to Grow Program.

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The primary objective of the 2014-2018 RestructuringSimplify to Grow Program is to reduce our operating cost structure in both our supply chain and overhead costs. The program is intended primarily to covercovers severance as well as asset disposals and other manufacturing-relatedmanufacturing and procurement-related one-time costs. Since inception, we have incurred total restructuring and related implementation charges of $3.3$4.7 billion related to the 2014-2018 RestructuringSimplify to Grow Program. We expect to incur the full $4.1 billionremainder of the program charges byyear-end 2018.

2022.


Restructuring Costs:

We recorded restructuring charges of $535 million in 2017, $714 million in 2016 and $711 million in 2015 within asset impairment and exit costs.

The 2014-2018 RestructuringSimplify to Grow Program liability activity for the years ended December 31, 20172020 and 20162019 was:

                                                      
  Severance         Severance
and related
costs
Asset
Write-downs and Other (1)
Total
  and related   Asset      (in millions)
  costs   Write-downs   Total 
  (in millions) 

Liability balance, January 1, 2016

  $395   $   $395 
Liability Balance, January 1, 2019Liability Balance, January 1, 2019$373 $$373 

Charges

   402    312    714 Charges125 51 176 

Cash spent

   (315       (315Cash spent(162)(162)

Non-cash settlements/adjustments

   (9   (312   (321Non-cash settlements/adjustments(31)(51)(82)

Currency

   (9       (9Currency(4)(4)
  

 

   

 

   

 

 

Liability balance, December 31, 2016

  $464   $   $464 
  

 

   

 

   

 

 
Liability Balance, December 31, 2019Liability Balance, December 31, 2019$301 $$301 

Charges

   323    212    535 Charges168 (12)156 

Cash spent

   (347       (347Cash spent(169)(169)

Non-cash settlements/adjustments

   (3   (212   (215Non-cash settlements/adjustments(6)12 

Currency

   27        27 Currency10 10 
  

 

   

 

   

 

 

Liability balance, December 31, 2017

  $464   $   $464 
  

 

   

 

   

 

 
Liability Balance, December 31, 2020Liability Balance, December 31, 2020$304 $$304 


(1) Includes gains as a result of assets sold which are included in the restructuring program

We recorded restructuring charges of $156 million in 2020, $176 million in 2019 and $316 million in 2018 within asset impairment and exit costs and benefit plan non-service income.
We spent $347$169 million in 20172020 and $315$162 million in 20162019 in cash severance and related costs. We also
In 2020, we recognized a gain on sale of assets included in the restructuring program, partially offset by non-cash pension settlement losses (See Note 9,Benefit Plans),non-cash asset write-downs (including accelerated depreciation and asset impairments), non-cash pension settlement losses (See Note 11, Benefit Plans) and othernon-cash adjustments totaling $215 million in 2017$6 million. In 2019, we recognized non-cash asset write-downs (including accelerated depreciation and $321 million in 2016. asset impairments), non-cash pension settlement losses and other non-cash adjustments totaling $82 million.
At December 31, 2017, $4122020, $260 million of our net restructuring liability was recorded within other current liabilities and $52$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 RestructuringSimplify to Grow 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 $257$207 million in 2017, $3722020, $272 million in 20162019 and $291$315 million in 2015.2018. We recorded these costs within cost of sales and general corporate expense within selling, general and administrative expenses.


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Restructuring and Implementation Costs in Operating Income:

During 2017, 20162020, 2019 and 2015,2018, and since inception of the 2014-2018 RestructuringSimplify to Grow Program, we recorded the following restructuring and implementation costs within segment 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 Year Ended December 31, 2017

            

Restructuring Costs

  $93   $141   $195   $94   $12   $535 

Implementation Costs

   43    43    68    58    45    257 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $136   $184   $263   $152   $57   $792 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the Year Ended December 31, 2016

            

Restructuring Costs

  $111   $96   $310   $183   $14   $714 

Implementation Costs

   54    48    88    121    61    372 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $165   $144   $398   $304   $75   $1,086 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the Year Ended December 31, 2015

            

Restructuring Costs

  $145   $181   $243   $114   $28   $711 

Implementation Costs

   39    26    78    69    79    291 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $184   $207   $321   $183   $107   $1,002 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Project 2014-2017(3)

            

Restructuring Costs

  $430   $448   $844   $448   $64   $2,234 

Implementation Costs

   152    129    272    253    221    1,027 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $582   $577   $1,116   $701   $285   $3,261 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)During 2017 and 2016, our North America region implementation costs included incremental costs that we incurred related to renegotiating collective bargaining agreements that expired at the end of February 2016 for eight U.S. facilities and related to executing business continuity plans for the North America business.
(2)Includes adjustment for rounding.
(3)Includes all charges recorded since program inception on May 6, 2014 through December 31, 2017.
and earnings before income taxes:
Latin
America
AMEAEuropeNorth
America
CorporateTotal
 (in millions)
For the Year Ended
December 31, 2020
Restructuring Costs$30 $23 $67 $23 $13 $156 
Implementation Costs18 23 63 72 31 207 
Total$48 $46 $130 $95 $44 $363 
For the Year Ended
December 31, 2019
Restructuring Costs$24 $18 $105 $16 $13 $176 
Implementation Costs50 38 103 52 29 272 
Total$74 $56 $208 $68 $42 $448 
For the Year Ended
December 31, 2018
Restructuring Costs$63 $69 $132 $32 $20 $316 
Implementation Costs67 39 73 79 57 315 
Total$130 $108 $205 $111 $77 $631 
Total Project
(Inception to Date)
Restructuring Costs$547 $558 $1,143 $492 $142 $2,882 
Implementation Costs287 229 511 456 338 1,821 
Total$834 $787 $1,654 $948 $480 $4,703 

Note 7.9. Debt and Borrowing Arrangements

Short-Term Borrowings:

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

                                                                        
  As of December 31, 
  2017 2016 
  Amount   Weighted- Amount   Weighted-  As of December 31,
  Outstanding   Average Rate Outstanding   Average Rate  20202019
  (in millions)     (in millions)     Amount
Outstanding
Weighted-
Average Rate
Amount
Outstanding
Weighted-
Average Rate
(in millions)(in millions)

Commercial paper

  $3,410    1.7 $2,371    1.0Commercial paper$%$2,581 2.0 %

Bank loans

   107    11.5  160    10.6Bank loans29 4.8 %57 5.2 %
  

 

    

 

   

Total short-term borrowings

  $3,517    $2,531   Total short-term borrowings$29 $2,638 
  

 

    

 

   

As


We repaid all outstanding commercial paper borrowings as of December 31, 2017, commercial paper issued and outstanding had between 2 and 75 days remaining to maturity. Commercial paper borrowings increased since2020 using the 2016year-end primarily as a result ofproceeds from net issuances to finance the payment of long-term debt, maturities, dividend paymentsproceeds from sales of KDP and share repurchases during the year.

Bank loans include borrowings on primarilyJDEP shares and operating cash flows.

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Our uncommitted credit lines maintained by some of our international subsidiaries to meet short-term working capital needs. Collectively, theseand committed credit lines amounted to $2.0 billion at December 31, 2017 and $1.8 billion at December 31, 2016. Borrowings on these lines were $107 million at December 31, 2017 and $160 million at December 31, 2016.

Borrowing Arrangements:

On March 1, 2017, to supplement our commercial paper program, we entered into a $1.5 billion revolving credit agreement for a364-day senior unsecured credit facility that is scheduled to expire on February 28, 2018. The agreement includes the same terms and conditionsavailable as our existing $4.5 billion multi-year credit facility discussed below. As of December 31, 2017, no amounts were drawn on the facility.

2020 and December 31, 2019 include:

 As of December 31,
 20202019
Facility AmountBorrowed AmountFacility AmountBorrowed Amount
(in millions)
Uncommitted credit facilities$1,487 $29 $1,685 $57 
Credit facility expiry(1):
February 26, 20201,500 
February 24, 20211,500 
February 27, 20244,500 4,500 

(1) 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’shareholders' equity of at least $24.6 billion, excluding accumulated other comprehensive earnings/(losses) and, the cumulative effects of any changes in accounting principles.principles and earnings/(losses) recognized in connection with the ongoing application of any mark-to-market accounting for pensions and other retirement plans. At December 31, 2017,2020, we complied with this covenant as our shareholders’shareholders' equity, as defined by the covenant, was $36.1$38.3 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 December 31, 2017, no amounts were drawn on the facility.


Long-Term Debt:

Our long-term debt consisted of (interest rates are as of December 31, 2017)2020):

   As of December 31, 
   2017   2016 
   (in millions) 

U.S. dollar notes, 1.385% to 7.000% (weighted-average effective rate 3.414%),
due through 2040

  $8,327   $8,812 

Euro notes, 1.000% to 2.375% (weighted-average effective rate 1.930%),
due through 2035

   3,653    3,980 

Pound sterling notes, 3.875% to 7.250% (weighted-average effective rate 4.441%),
due through 2045

   456    418 

Swiss franc notes, 0.050% to 1.125% (weighted-average effective rate 0.627%),
due through 2025

   1,694    1,449 

Capital leases and other obligations

   5    9 
  

 

 

   

 

 

 

Total

   14,135    14,668 

Less current portion oflong-term debt

   (1,163   (1,451
  

 

 

   

 

 

 

Long-term debt

  $12,972   $13,217 
  

 

 

   

 

 

 

 As of December 31,
 20202019
 (in millions)
U.S. dollar notes, 0.163% to 7.000% (weighted-average effective rate 2.564%),
   due through 2050
$11,917 $9,442 
Euro notes, 0.000% to 2.375% (weighted-average effective rate 1.352%),
   due through 2035
5,842 3,968 
Pound sterling notes, 3.875% to 4.500% (weighted-average effective rate 4.151%),
   due through 2045
357 346 
Swiss franc notes, 0.615% to 1.125% (weighted-average effective rate 0.840%),
   due through 2025
1,175 1,449 
Canadian dollar notes, 3.250% (effective rate 3.377%),
   due through 2025
470 460 
Finance leases256 123 
Total20,017 15,788 
Less current portion of long-term debt(2,741)(1,581)
Long-term debt$17,276 $14,207 

Deferred debt issuance costs of $53 million as of December 31, 2020 and $33 million as of December 31, 2017 and $40 million as of December 31, 20162019 are netted against the related debt in the table above. Deferred financing costs related to our revolving credit facility are classified in long-term other assets and were immaterial for all periods presented.


As of December 31, 2017,2020, aggregate maturities of our debt and capitalfinance leases based on stated contractual maturities, excluding unamortizednon-cash bond premiums, discounts, bank fees andmark-to-market adjustments of $(64)$(94) million and imputed interest on finance leases of $(20) million, were (in millions):

2018

  

2019

  

2020

  

2021

  

2022

  

Thereafter

  

Total

$1,163  $2,651  $896  $3,373  $754  $5,362  $14,199

20212022202320242025ThereafterTotal
$2,750$2,851$1,705$1,667$1,465$9,693$20,131

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Tenders Offers:
On April 12, 2017,October 16, 2020, we discharged $488completed the tender offer in cash and redeemed $950 million of our 6.500%long term U.S. dollar-denominated debt. We paid $504 million, representing principal as well as past and future interest accruals from February 2017 throughnotes for the August 2017 maturity date. following amounts (in millions):
Interest RateMaturity DateAmount Repurchased
3.625%May 2023$359
4.000%February 2024203
3.625%February 2026249
4.125%May 202827
6.500%November 20315
7.000%August 20371
6.875%February 203824
6.875%January 203910
6.500%February 20401
4.625%May 204871

We recorded an $11 milliona loss on debt extinguishment within interest expense and a $5of approximately $154 million reduction in accrued interest.

On March 30, 2017,fr.175 million (approximately $175 million) of our 0.000% Swiss franc-denominated notes matured. The notes and accrued interest to date were paid with net proceeds from thefr.350 million Swiss franc-denominated notes issued on March 13, 2017.

On March 13, 2017, we launched an offering offr.350 million of Swiss franc-denominated notes, or $349 million in U.S. dollars as of March 31, 2017, consisting of:

fr.225 million (or $224 million) of 0.050% fixed rate notes that mature on March 30, 2020
fr.125 million (or $125 million) of 0.617% fixed rate notes that mature on September 30, 2024

On March 30, 2017, we received net proceeds offr.349 million (or $349 million) that were used for general corporate purposes.

On January 26, 2017,750 million (approximately $801 million) of our 1.125% euro-denominated notes matured. The notes and accrued interest to date were paid with the issuance of commercial paper and cash on hand.

On December 16, 2016, we redeemed $850 million of 2.250% fixed rate notes, maturing on February 1, 2019, that were issued on January 16, 2014. The notes were redeemed at a redemption cost equal to $866 million, plus accrued and unpaid interest of $7 million. In connection with this redemption, during the three months ended December 31, 2016, we recorded a $19 million loss on debt extinguishment within interest and other expense, net.

On October 31, 2016, we completed a cash tender offer and retired $3.18 billion of U.S. dollar, euro and British pound sterling-denominated notes. We financed the repurchase of the notes, including the payment of accrued interest and other costs incurred, from net proceeds received on October 28, 2016 from the $3.75 billion note issuance and the term loans described below. In connection with retiring this debt, during the three months ended December 31, 2016, we recorded a $409 million loss on debt extinguishment within interest expenseprimarily related to the amount we paid to retire the debt in excess of itsthe carrying value of the debt and from recognizing unamortized premiums anddiscounts, deferred financing costsand unamortized forward starting swaps in earnings at the time of the debt extinguishment. Cash costsThe cash payment related to tendering the debt are included in long-term debt repaymentsextinguishment were classified as cash outflows from financing activities in the consolidated statement of cash flowsflows.


Debt Redemptions:
On December 4, 2020, we completed an early redemption of U.S. dollar denominated notes for the year ended December 31, 2016. following amounts (in millions):
Interest RateMaturity DateAmount Redeemed
3.625%May 2023$391

We also recognized $1recorded an extinguishment loss of $31 million inwithin interest incomeand other expense, net primarily related to the partial settlementamount we paid in excess of faircarrying value hedges dueof the debt and from recognizing unamortized discounts and deferred financing in earnings at the time of the debt extinguishment. The cash payments related to the tender.

On October 19, 2016,redemption were classified as cash outflows from financing activities in the consolidated statement of cash flows.


Debt Repayments:
Subsequent to 2020, we repaid €679 million of our 2.375% euro-denominated notes that matured on January 26, 2021.

In 2020, we repaid the following notes or term loans (in millions):
Interest RateMaturity DateAmountUSD Equivalent
0.625%October 2020Fr.135$147
Variable
September 2020(1)
$750750
3.000%May 2020$750750
0.050%March 2020Fr.225234
5.375%February 2020$427427
(1) We repaid the $750 million term loan early with proceeds from the issuance of notes.

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In 2019, we repaid the following notes or term loans (in millions):
Interest RateMaturity DateAmountUSD Equivalent
1.625%October 2019$1,750$1,750
VariableOctober 2019500500
VariableFebruary 2019400400

Debt Issuances:
In 2020, we issued the following notes:
Issuance DateInterest RateMaturity Date
Gross Proceeds (1)
Gross Proceeds USD Equivalent
October 20201.875%October 2032$625$625
October 2020 & September 2020(2)
2.625%September 2050$1,125$1,125
September 2020(3)
0.000%September 2026€500$588
September 2020(3)
0.375%September 2029€750$882
September 20201.500%February 2031$500$500
July 20200.625%July 2022$1,000$1,000
May 20201.500%May 2025$750$750
May 2020 & April 2020(2)
2.750%April 2030$1,250$1,250
April 20202.125%April 2023$500$500

In 2019, we issued the following notes:
Issuance DateInterest RateMaturity Date
Gross Proceeds (1)
Gross Proceeds USD Equivalent
October 2019(3)
0.875%October 2031€500$548
September 2019(3)(4)
2.125%September 2022$500500
September 2019(3)(4)
2.250%September 2024$500500
September 2019(4)(5)
 VariableSeptember 2022$500500
September 2019(4)(5)
VariableSeptember 2024$500500
February 20193.625%February 2026$600600
(1) Represents gross proceeds from the issuance of notes excluding debt issuance costs, discounts and premiums.
(2) This represents a further issuance of the previously issued note and forms a single series note.
(3) Notes issued by Mondelez International Holdings Netherlands B.V. (“MIHN”), a wholly owned Dutch subsidiary of MondelēzMondelez International, Inc., launched an offering of $3.75 billion of notes, guaranteed by Mondelēz International, Inc. The $1.75 billion of 1.625% notes and the $500 million of floating rate notes will mature on October 28, 2019 and the $1.5 billion of 2.0% notes will mature on October 28, 2021. On October 28, 2016,
(4) In connection with this debt issuance, we received proceeds, net of discounts and associated financing costs, of $3.73 billion. Proceeds from the notes issuance were used for general corporate purposes, including to grant loans or make distributions to Mondelēz International, Inc. or its subsidiaries to fund the October 2016 cash tender offer and near-term debt maturities. We recorded approximately $20 million of deferred financing costs and discounts, which will be amortized into interest expense over the life of the notes. We entered into cross-currency swaps, serving as cash flow hedges, so that the U.S. dollar-denominated debt payments will effectively be paid in euros over the life of the debt.

On October 14, 2016,

(5) MIHN executedentered into a $1.5 billion bank term loan facility.agreement. The loan facility consists of two $750 million loans, one with a three-year maturity andamount presented is the other with a five-year maturity. Theamount issued under the term loans can be drawn at any time for 60 days after signing. On October 25, 2016, we gave notice of our intent to fully draw on the loan with a five-year maturity, and funding occurred on October 28, 2016. Proceeds from the $750 million term loan may be used for general corporate purposes, including funding of the tender offer or other debt. On October 25, 2016, we also gave notice of our intent to terminate the $750 million loan with the three-year maturity.

On February 9, 2016, $1,750 million of our 4.125% U.S. dollar notes matured. The notes and accrued interest to date were paid with net proceeds from thefr.400 million Swiss franc-denominated notes issued on January 26, 2016 and the700 million euro-denominated notes issued on January 21, 2016, as well as cash on hand and the issuance of commercial paper. As we refinanced $1,150 million of the matured notes with net proceeds from the long-term debt issued in January 2016, we reflected this amount within long-term debt as of December 31, 2015.

On January 26, 2016, we issuedfr.400 million of Swiss franc-denominated notes, or $399 million in U.S. dollars locked in with a forward currency contract on January 12, 2016, consisting of:

fr.250 million (or $249 million) of 0.080% fixed rate notes that mature on January 26, 2018
fr.150 million (or $150 million) of 0.650% fixed rate notes that mature on July 26, 2022

We received proceeds, net of premiums and deferred financing costs, of $398 million that were used to partially fund the February 2016 note maturity and for other general corporate purposes. We recorded approximately $1 million of premiums and deferred financing costs, which will be amortized into interest expense over the life of the notes.

On January 21, 2016, we issued700 million of euro-denominated 1.625% notes, or $760 million in U.S. dollars locked in with a forward currency contract on January 13, 2016. The euro-denominated notes will mature on January 20, 2023. We received proceeds, net of discounts and deferred financing costs, of $752 million that were used to partially fund the February 2016 note maturity and for other general corporate purposes. We recorded approximately $8 million of discounts and deferred financing costs, which will be amortized into interest expense over the life of the notes.

Our weighted-average interest rate on our total debt was 2.1% as of December 31, 2017, 2.2% as of December 31, 2016 and 3.7% as of December 31, 2015.

loan.


Fair Value of Our Debt:

The fair value of our short-term borrowings at December 31, 20172020 and December 31, 20162019 reflects current market interest rates and approximates the amounts we have recorded on our 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 December 31, 2017, the aggregate fair value
 As of December 31,
 20202019
(in millions)
Fair Value$21,568 $19,388 
Carrying Value$20,046 $18,426 
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Table of our total debt was $18,354 million and its carrying value was $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.

Contents

Interest and Other Expense, net:

Interest and other expense, net within our results of continuing operations consisted of:

                                                      
  For the Years Ended December 31, 
  2017   2016   2015  For the Years Ended December 31,
  (in millions)  202020192018
(in millions)

Interest expense, debt

  $396   $515   $609 Interest expense, debt$423 $484 $462 

Loss on debt extinguishment and related expenses

   11    427    753 Loss on debt extinguishment and related expenses185 140 

JDE coffee business transactions currency-related net gains

           (436

Loss related to interest rate swaps

       97    34 
Loss/(gain) related to interest rate swapsLoss/(gain) related to interest rate swaps103 111 (10)

Other (income)/expense, net

   (25   76    53 Other (income)/expense, net(103)(139)(72)
  

 

   

 

   

 

 

Interest and other expense, net

  $382   $1,115   $1,013 Interest and other expense, net$608 $456 $520 
  

 

   

 

   

 

 


See Note 2,Divestitures and Acquisitions, and Note 8,10, Financial Instrumentsfor information on the currency exchange forward contracts associated with the JDE coffee business transactions. See Note 8,Financial Instruments, for information on the gain/loss related to U.S. dollar interest rate swaps no longer designated as accounting cash flow hedges during 2016 and 2015. Also see Note 12,Commitments and Contingencies, for information on the $59 million ofamounts in other income recorded in 2017 in connection with the resolution of a Brazilian indirect tax matterrelated to our net investment hedge derivative contracts and the reversalamounts excluded from hedge effectiveness of related accrued interest.

$117 million in 2020, $133 million in 2019 and $120 million in 2018.

Note 8.10. Financial Instruments


Fair Value of Derivative Instruments:

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

                                                                        
  As of December 31, 
  2017   2016 
  Asset   Liability   Asset   Liability  As of December 31,
  Derivatives   Derivatives   Derivatives   Derivatives  20202019
  (in millions) Asset
Derivatives
Liability
Derivatives
Asset
Derivatives
Liability
Derivatives
(in millions)

Derivatives designated as
accounting hedges:

        
Derivatives designated as
accounting hedges:

Currency exchange contracts

  $   $   $19   $8 

Commodity contracts

           17    22 

Interest rate contracts

   15    509    108    19 Interest rate contracts$12 $340 $19 $190 
  

 

   

 

   

 

   

 

 
  $15   $509   $144   $49 
Net investment hedge derivative contracts (1)
Net investment hedge derivative contracts (1)
114 129 312 65 
  

 

   

 

   

 

   

 

 $126 $469 $331 $255 

Derivatives not designated as
accounting hedges:

        Derivatives not designated as
accounting hedges:

Currency exchange contracts

  $65   $76   $29   $43 Currency exchange contracts$134 $119 $67 $50 

Commodity contracts

   84    229    112    167 Commodity contracts205 128 201 120 

Interest rate contracts

   15    11    27    19 
  

 

   

 

   

 

   

 

 
  $164   $316   $168   $229 
  

 

   

 

   

 

   

 

 $339 $247 $268 $170 

Total fair value

  $179   $825   $312   $278 Total fair value$465 $716 $599 $425 
  

 

   

 

   

 

   

 

 

Derivatives designated as accounting hedges include cash flow


(1)Net investment hedge contracts consist of cross-currency interest rate swaps and fair value hedges and derivatives not designated as accounting hedges include economic hedges.Non-U.S.forward contracts. We also designate some of our non-U.S. dollar denominated debt designated asto hedge a hedgeportion of our net investments in our non-U.S. operations, operations. This debt is not reflected in the table above, but is included in long-term debt summarizeddiscussed in Note 7,9, Debt and Borrowing Arrangements. Both net investment hedge derivative contracts and non-U.S. dollar denominated debt acting as net investment hedges are also disclosed in the Derivative Volume table and the Hedges of Net Investments in International Operations section appearing later in this footnote.

Derivatives designated as accounting hedges above include cash flow and net investment hedge derivative contracts. Our currency exchange and commodity derivative contracts are economic hedges that are not designated as accounting hedges. We record derivative assets and liabilities on a gross basis on our 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.


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The fair values (asset/(liability)) of our derivative instruments were determined using:

                                                                        
  As of December 31, 2017 
      Quoted Prices in         
      Active Markets   Significant   Significant 
  Total   for Identical   Other Observable   Unobservable 
  Fair Value of Net   Assets   Inputs   Inputs 
  Asset/(Liability)   (Level 1)   (Level 2)   (Level 3)  As of December 31, 2020
  (in millions) 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  $ Currency exchange contracts$15 $$15 $

Commodity contracts

   (145   (138   (7    Commodity contracts77 46 31 

Interest rate contracts

   (490       (490    Interest rate contracts(328)(328)
  

 

   

 

   

 

   

 

 
Net investment hedge contractsNet investment hedge contracts(15)(15)

Total derivatives

  $(646  $(138  $(508  $ Total derivatives$(251)$46 $(297)$
  

 

   

 

   

 

   

 

 
  As of December 31, 2016 
      Quoted Prices in         
      Active Markets   Significant   Significant 
  Total   for Identical   Other Observable   Unobservable 
  Fair Value of Net   Assets   Inputs   Inputs 
  Asset/(Liability)   (Level 1)   (Level 2)   (Level 3) 
  (in millions) 

Currency exchange contracts

  $(3  $   $(3  $ 

Commodity contracts

   (60   (86   26     

Interest rate contracts

   97        97     
  

 

   

 

   

 

   

 

 

Total derivatives

  $34   $(86  $120   $ 
  

 

   

 

   

 

   

 

 

 As of December 31, 2019
 Total
Fair Value of Net
Asset/(Liability)
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
 (in millions)
Currency exchange contracts$17 $$17 $
Commodity contracts81 27 54 
Interest rate contracts(171)(171)
Net investment hedge contracts247 247 
Total derivatives$174 $27 $147 $

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 $171 million as of December 31, 2017 and $133 million as of December 31, 2016 within other current assets. Based on our net asset or liability positions with individual counterparties, in the event of default and immediate net settlement of all of our open positions, for derivatives we have in a net asset position, our counterparties would owe us a total of $34 million as of December 31, 2017 and $48 million as of December 31, 2016. As of December 31, 2017, we have no Level 1 derivatives in a net liability position, and as of December 31, 2016 we would have owed $2 million for derivatives in a net liability position.


Level 2 financial assets and liabilities consist primarily ofover-the-counter (“OTC”) currency exchange forwards, options and swaps; commodity forwards and options; and interest rate swaps. Our currency exchange contracts are valued using an income approach based on observable market forward rates less the contract rate multiplied by the notional amount. Commodity derivatives are valued using an income approach based on the observable market commodity index prices less the contract rate multiplied by the notional amount or based on pricing models that rely on market observable inputs such as commodity prices. Our calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the observable market interest rate curve. Our calculation of the fair value of financial instruments takes into consideration the risk of nonperformance, including counterparty credit risk. Our OTC derivative transactions are governed by International Swap Dealers Association agreements and other standard industry contracts. Under these agreements, we do not post nor require collateral from our counterparties. The majority of our commodity and currency exchange OTC derivativesderivative contracts do not have a legal right ofset-off. In connection with our OTC derivatives that could benet-settled in the event of default, assuming all parties were to fail to comply with the terms of the agreements, for Level 2 derivatives we have in a net liability position, we would owe $523 million as of December 31, 2017 and $40 million as of December 31, 2016, and for Level 2 derivatives we have in a net asset position, our counterparties would owe us a total of $26 million as of December 31, 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.


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Derivative Volume:

The netgross notional values of our derivative instruments were:

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

Currency exchange contracts:

    

Intercompany loans and forecasted interest payments

  $    7,089   $    3,343 

Forecasted transactions

   2,213    1,452 

Commodity contracts

   1,204    837 

Interest rate contracts

   6,532    6,365 

Net investment hedge – euro notes

   3,679    4,012 

Net investment hedge – pound sterling notes

   459    419 

Net investment hedge – Swiss franc notes

   1,694    1,447 

 Notional Amount
 As of December 31,
 20202019
 (in millions)
Currency exchange contracts:
Intercompany loans and forecasted interest payments$2,184 $2,474 
Forecasted transactions4,169 3,993 
Commodity contracts7,947 7,238 
Interest rate contracts3,500 5,250 
Net investment hedges:
Net investment hedge derivative contracts4,551 6,864 
Non-U.S. dollar debt designated as net investment hedges
Euro notes3,744 3,436 
British pound sterling notes360 349 
Swiss franc notes1,175 1,448 
Canadian dollar notes472 462 

Cash Flow Hedges:

Cash flow hedge activity, net of taxes, within accumulated other comprehensive earnings/(losses) included:

                                                      
  For the Years Ended December 31, 
  2017   2016   2015  For the Years Ended December 31,
  (in millions)  202020192018
(in millions)

Accumulated (loss)/gain at beginning of period

  $(121  $(45  $(2Accumulated (loss)/gain at beginning of period$(213)$(168)$(114)

Transfer of realized (gains)/losses in fair value to earnings

   27    53     Transfer of realized (gains)/losses in fair value to earnings161 154 (9)

Unrealized gain/(loss) in fair value

   (19   (129   (43Unrealized gain/(loss) in fair value(109)(199)(45)
  

 

   

 

   

 

 

Accumulated (loss)/gain at end of period

  $(113  $(121  $(45Accumulated (loss)/gain at end of period$(161)$(213)$(168)
  

 

   

 

   

 

 


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

                                                      
   For the Years Ended December 31, 
   2017   2016   2015 
   (in millions) 

Currency exchange contracts – forecasted transactions

  $(3  $(1  $83 

Commodity contracts

   (24   (4   (52

Interest rate contracts

       (48   (31
  

 

 

   

 

 

   

 

 

 

Total

  $(27  $(53  $ 
  

 

 

   

 

 

   

 

 

 
 For the Years Ended December 31,
 202020192018
 (in millions)
Interest rate contracts$(161)$(154)$


Within interest and other expense, net, we recognized losses related to forward starting interest rate swaps of $79 million ($103 million pre-tax) in 2020, a loss of $111 million in 2019 and a gain of $10 million in 2018 due to changes in related forecasted debt. During the second quarter of 2019, we also recognized a loss of $12 million related to the net loss on equity method investment transactions noted in Note 7, Equity Method InvestmentsJDE / Keurig Exchange.

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

                                                      
  For the Years Ended December 31, 
  2017   2016   2015  For the Years Ended December 31,
  (in millions)  202020192018
(in millions)

Currency exchange contracts – forecasted transactions

  $(38  $8   $40 Currency exchange contracts – forecasted transactions$(2)$$

Commodity contracts

   7    (34   (35

Interest rate contracts

   12    (103   (48Interest rate contracts(107)(202)(45)
  

 

   

 

   

 

 

Total

  $(19  $(129  $(43Total$(109)$(199)$(45)
  

 

   

 

   

 

 


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

Within interest and other expense, net, we recordedpre-tax losses of $97 million in the first quarter of 2016 and $34 million in the first quarter of 2015 related to amounts excluded from effectiveness testing. These amounts relate to interest rate swaps no longer designated as cash flow hedges due to changes in financing plans. Due to lower overall costs and our decision to hedge a greater portion of our net investments in operations that use currencies other than the U.S. dollar as their functional currencies, we changed our plans to issue U.S. dollar-denominated debt and instead issued euro and Swiss franc-denominated notes in 2016 and euro, British pound sterling and Swiss franc-denominated notes in 2015. Amounts excluded from effectiveness testing were not material for all other periods presented.


We recordpre-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; and
in interest and other expense, net for interest rate contracts and currency exchange contracts related to intercompany loans.contracts.


Based on current market conditions, we would expect to transfer unrealized losses of $1$179 million (net of taxes) for interest rate cash flow hedges to earnings during the next 12 months.


Cash Flow Hedge Coverage:

As of December 31, 2017,2020, our longest dated cash flow hedges arewere interest rate swaps that hedge forecasted interest rate payments over the next 53 years and 109 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 Years Ended December 31, 
   2017   2016   2015 
   (in millions) 

Derivatives

  $(4  $(6  $(1

Borrowings

   4    6    1 

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 Years Ended December 31,   Recognized 
   2017   2016   2015   in Earnings 
   (in millions)     

Currency exchange contracts:

        

Intercompany loans and
forecasted interest payments

  $13   $21   $29    
Interest and other
expense, net
 
 

Forecasted transactions

   (37   (76   29    Cost of sales 

Forecasted transactions

   (2   11    435    

Interest and other

expense, net


 

Forecasted transactions

   3    7    (12   

Selling, general
and administrative
expenses
 
 
 

Commodity contracts

   (218   (101   (38   Cost of sales 
  

 

 

   

 

 

   

 

 

   

Total

  $(241  $(138  $443   
  

 

 

   

 

 

   

 

 

   

In connection with the coffee business transactions, we entered into a number of consecutive euro to U.S. dollar currency exchange forward contracts in 2015 to lock in an equivalent expected value in U.S. dollars. Themark-to-market gains and losses on the derivatives were recorded in earnings. We recorded net gains of $436 million for the year ended December 31, 2015 within interest and other expense, net in connection with the forward contracts and the transferring of proceeds to our subsidiaries where coffee net assets and shares were deconsolidated. The currency hedge and related gains and losses were recorded within interest and other expense, net. See Note 2,Divestitures and Acquisitions — JDE Coffee Business Transactions, for additional information.

Hedges of Net Investments in International Operations:


Net investment hedge ("NIH") derivative contracts:
We enter into cross-currency interest rate swaps and forwards to hedge certain investments in our non-U.S. operations against movements in exchange rates. As of December 31, 2020, the aggregate notional value of these NIH derivative contracts was $4.6 billion and their impact on other comprehensive earnings and net earnings during the years presented below were as follows:
 For the Years Ended December 31,
 202020192018
 (in millions)
After-tax gain/(loss) on NIH contracts(1)
$(221)$(6)$191 

(1)Amounts recorded for unsettled and settled NIH derivative contracts are recorded in the cumulative translation adjustment within other comprehensive earnings. The cash flows from the settled contracts are reported within other investing activities in the consolidated statement of cash flows.
 For the Years Ended December 31,
 202020192018
 (in millions)
Amounts excluded from the assessment of
   hedge effectiveness(1)
$117 $133 $120 

(1)We elected to record changes in the fair value of amounts excluded from the assessment of effectiveness in net earnings within interest and other expense, net.

Non-U.S. dollar debt designated as net investment hedges:
After-tax gains/(losses) related to hedges of net investments in international operations in the form of euro, British pound sterling, Swiss franc and Swiss franc-denominatedCanadian dollar-denominated debt were:

                                                                        
               Location of
   For the Years Ended December 31,   Gain/(Loss)
   2017   2016   2015   Recognized in AOCI
   (in millions)    

Euro notes

  $(323  $73   $268   Currency

Pound sterling notes

   (26   148    42   Translation

Swiss franc notes

   (49   12    9   Adjustment

Through February 8, 2018, we entered into cross-currency interest rate swapswere recorded within the cumulative translation adjustment section of other comprehensive income and forwards with an aggregate notional valuewere:

 For the Years Ended December 31,
 202020192018
 (in millions)
Euro notes$(251)$60 $126 
British pound sterling notes(8)(10)19 
Swiss franc notes(82)(19)
Canadian notes(7)(17)17 
105

Table of $3.2 billion to hedge ournon-U.S.Contents
Economic Hedges:
Pre-tax gains/(losses) recorded in net investments against adverse movements in exchange rates. We designated these swaps and forwards as net investmentearnings for economic hedges related to our operations in our Europe and AMEA regions.

were:

 For the Years Ended December 31,Recognized
in Earnings
 202020192018
 (in millions) 
Currency exchange contracts:
   Intercompany loans and
forecasted interest payments
$(70)$100 $98 Interest and other
expense, net
   Forecasted transactions41 17 103 Cost of sales
   Forecasted transactions(4)(3)(4)Interest and other
expense, net
   Forecasted transactions(1)(8)(3)Selling, general
and administrative
expenses
Commodity contracts67 40 Cost of sales
Total$(30)$173 $234 

Note 9.11. Benefit Plans


Pension Plans

Obligations and Funded Status:

The projected benefit obligations, plan assets and funded status of our pension plans were:

                                                                        
  U.S. Plans   Non-U.S. Plans 
  2017   2016   2017   2016  U.S. PlansNon-U.S. Plans
  (in millions)  2020201920202019
(in millions)

Projected benefit obligation at January 1

  $1,614   $1,566   $9,814   $9,547 Projected benefit obligation at January 1$1,748 $1,511 $10,458 $9,578 

Service cost

   46    57    156    147 Service cost38 121 122 

Interest cost

   62    61    199    229 Interest cost49 60 149 202 

Benefits paid

   (32   (32   (471   (425Benefits paid(35)(40)(473)(424)

Settlements paid

   (111   (91        Settlements paid(95)(73)(1)

Actuarial losses

   179    52    180    1,284 

Divestiture

           (14   (5
Actuarial (gains)/lossesActuarial (gains)/losses213 251 679 761 

Currency

           976    (979Currency572 207 

Other

   4    1    12    16 
  

 

   

 

   

 

   

 

 
Other (1)
Other (1)
152 13 

Projected benefit obligation at December 31

   1,762    1,614    10,852    9,814 Projected benefit obligation at December 311,887 1,748 11,658 10,458 
  

 

   

 

   

 

   

 

 

Fair value of plan assets at January 1

   1,620    1,247    7,926    7,721 Fair value of plan assets at January 11,739 1,510 9,758 8,465 

Actual return on plan assets

   217    118    592    1,079 Actual return on plan assets337 334 865 1,211 

Contributions

   23    378    482    419 Contributions13 208 261 

Benefits paid

   (32   (32   (471   (425Benefits paid(35)(40)(473)(424)

Settlements paid

   (111   (91        Settlements paid(95)(73)(1)

Divestiture

               (4

Currency

           798    (863Currency489 246 

Other

               (1
  

 

   

 

   

 

   

 

 
Other (1)
Other (1)
125 

Fair value of plan assets at December 31

   1,717    1,620    9,327    7,926 Fair value of plan assets at December 311,959 1,739 10,972 9,758 
  

 

   

 

   

 

   

 

 

Net pension (liabilities)/assets at December 31

  $(45  $6   $(1,525  $(1,888Net pension (liabilities)/assets at December 31$72 $(9)$(686)$(700)
  

 

   

 

   

 

   

 

 


(1)In 2020 we reviewed the impact of market changes on design features of certain historical defined contribution plans. The review resulted in additional plans being accounted for as defined benefit pension plans, which resulted in increases of $133 million in the projected benefit obligation and $125 million in plan assets in 2020

The accumulated benefit obligation, which represents benefits earned to the measurement date, for U.S. pension plans was $1,715$1,882 million at December 31, 20172020 and $1,540$1,741 million at December 31, 2016 for the U.S. pension plans.2019. The accumulated benefit obligation for thenon-U.S. pension plans was $10,610$11,404 million at December 31, 20172020 and $9,531$10,236 million at December 31, 2016.

2019.

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The actuarial (gain) loss for all pension plans in 2020 and 2019 was primarily related to a change in the discount rate used to measure the benefit obligations of those plans.

Salaried andnon-union hourly employees hired after January 1, 2009 in the U.S. and after January 1, 2011 in Canada (or earlier for certain legacy Cadbury employees) are no longer eligible to participate in the defined benefit pension plans. These employees are given an enhanced Company contribution to ourBenefit accruals for salaried and non-union hourly employee defined contribution plans. For those salaried andnon-union hourly employees who are currently participating in the defined benefit pension plansparticipants in the U.S. and Canada defined benefit accruals will ceasepension plans ceased on December 31, 2019.

These employees instead receive Company contributions to the employee defined contribution plans.


The combined U.S. andnon-U.S. pension plans resulted in a net pension liability of $1,570$614 million at December 31, 20172020 and $1,882$709 million at December 31, 2016.2019. We recognized these amounts in our consolidated balance sheets as follows:

                                    
  As of December 31, 
  2017   2016  As of December 31,
  (in millions)  20202019
(in millions)

Prepaid pension assets

  $158   $159 Prepaid pension assets$672 $516 

Other current liabilities

   (59   (27Other current liabilities(29)(35)

Accrued pension costs

   (1,669   (2,014Accrued pension costs(1,257)(1,190)
  

 

   

 

 $(614)$(709)
  $(1,570  $(1,882
  

 

   

 

 


Certain of our U.S. andnon-U.S. plans are underfunded with an accumulated benefit obligations in excess of plan assets. For these plans, the projected benefit obligations, accumulated benefit obligations and the fair value of plan assets were:

                                                                        
  U.S. Plans   Non-U.S. Plans 
  As of December 31,   As of December 31,  U.S. PlansNon-U.S. Plans
  2017   2016   2017   2016  As of December 31,As of December 31,
  (in millions)  2020201920202019
(in millions)

Projected benefit obligation

  $94   $96   $9,345   $8,386 Projected benefit obligation$51 $55 $4,059 $3,613 

Accumulated benefit obligation

   90    88    9,138    8,168 Accumulated benefit obligation51 55 3,873 3,447 

Fair value of plan assets

   2    2    7,709    6,451 Fair value of plan assets2,827 2,443 


We used the following weighted-average assumptions to determine our benefit obligations under the pension plans:

                                                                        
  U.S. Plans   Non-U.S. Plans 
  As of December 31,   As of December 31, 
  2017   2016   2017   2016  U.S. PlansNon-U.S. Plans
  (in millions)  As of December 31,As of December 31,
2020201920202019

Discount rate

      3.68%       4.19%       2.20%    2.31% Discount rate2.73 %3.44 %1.33 %1.74 %

Expected rate of return on plan assets

   5.50%    6.25%    4.90%    5.14% Expected rate of return on plan assets4.50 %5.00 %3.90 %4.20 %

Rate of compensation increase

   4.00%    4.00%    3.31%    3.29% Rate of compensation increase4.00 %4.00 %3.16 %3.17 %


Year-end discount rates for our U.S., Canadian, Eurozone and U.K. plans were developed from a model portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the benefit obligations.Year-end discount rates for our remainingnon-U.S. plans were developed from local bond indices that match local benefit obligations as closely as possible. Changes in our discount rates were primarily the result of changes in bond yields year-over-year. We determine our expected rate of return on plan assets from the plan assets’ historical long-term investment performance, current asset allocation and estimates of future long-term returns by asset class.

At


For the end of 2015,periods presented, we changed the approach used to measure service and interest costs for pension benefits. For 2015, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. For 2016, we measured service and interest costs by applying the specific spot rates along thata yield curve used to measure plan obligations to the plans’ liability cash flows. We believe the newthis approach providedprovides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. The impact

107

Table of this change was a decrease in net periodic pension cost of approximately $64 million for the year ended December 31, 2016. This change did not affect the measurement of our plan obligations. We accounted for this change as a change in accounting estimate and, accordingly, accounted for it on a prospective basis.

Contents

Components of Net Periodic Pension Cost:

Net periodic pension cost consisted of the following:

                                                                                    
   U.S. Plans   Non-U.S. Plans 
   For the Years Ended December 31,   For the Years Ended December 31, 
   2017   2016   2015   2017   2016   2015 
   (in millions) 

Service cost

  $46   $57   $64   $156   $147   $188 

Interest cost

   62    61    67    199    229    307 

Expected return on plan assets

   (101   (97   (93   (434   (418   (478

Amortization:

            

Net loss from experience differences

   37    42    43    167    120    141 

Prior service cost/(benefit)(1)

   2    2    2    (3   (3   15 

Settlement losses and other expenses(2)

   35    30    19    6    6    2 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic pension cost

  $81   $95   $102   $91   $81   $175 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)For the year ended December 31, 2015, amortization of prior service cost includes $17 million of pension curtailment losses related to employees who transitioned to JDE upon the contribution of our global coffee business. Refer to Note 2, Divestitures and Acquisitions – JDE Coffee Business Transactions, for more information.

(2)Settlement losses include $11 million for the year ended December 31, 2017, $15 million for the year ended December 31, 2016 and $9 million for the year ended December 31, 2015 of pension settlement losses for employees who electedlump-sum payments in connection with our 2014-2018 Restructuring Program. Retired employees who electedlump-sum payments resulted in net settlement losses of $21 million for our U.S. plans and $6 million for ournon-U.S. plans in 2017, $15 million for our U.S. plans and $6 million for ournon-U.S. plans in 2016 and $10 million for our U.S. plans and $2 million for ournon-U.S. plans in 2015. See Note 6,2014-2018Restructuring Program, for more information.

 U.S. PlansNon-U.S. Plans
 For the Years Ended December 31,For the Years Ended December 31,
 202020192018202020192018
 (in millions)
Service cost$$38 $43 $121 $122 $146 
Interest cost49 60 61 149 202 199 
Expected return on plan assets(77)(88)(88)(400)(404)(448)
Amortization:
Net loss/(gain)17 30 32 118 148 163 
Prior service cost/(benefit)(7)(6)(2)
Settlement losses and other expenses (1)
18 16 35 (3)
Net periodic pension cost$14 $57 $85 $(15)$59 $63 
(1)Settlement losses of $3 million in 2020, $5 million in 2019 and $5 million in 2018 were incurred in connection with our Simplify to Grow Program. See Note 8, Restructuring Program, for more information. Net settlement losses of $13 million for our U.S. plans and settlement losses of $6 million for our non-U.S. plans in 2020, settlement losses of $12 million for our U.S. plans and settlement gains of $4 million for our non-U.S. plans in 2019 and settlement losses of $31 million for our U.S. plans and $4 million for our non-U.S. plans in 2018 related to lump-sum payment elections made by retired employees.

For the U.S. plans, we determine the expected return on plan assets component of net periodic benefit cost using a calculated market return value that recognizes the cost over a four yearfour-year period. For ournon-U.S. plans, we utilize a similar approach with varying cost recognition periods for some plans, and with others, we determine the expected return on plan assets based on asset fair values as of the measurement date.

As of December 31, 2017, for the combined U.S. andnon-U.S. pension plans, we expected to amortize from accumulated other comprehensive earnings/(losses) into net periodic pension cost during 2018:

an estimated $209 million of net loss from experience differences; and
less than $1 million of estimated prior service credit.

We used the followingweighted-average assumptions to determine our net periodic pension cost:

                                                                                                            
 U.S. Plans Non-U.S. Plans 
 For the Years Ended December 31, For the Years Ended December 31,  U.S. PlansNon-U.S. Plans
 2017 2016 2015 2017 2016 2015  For the Years Ended December 31,For the Years Ended December 31,
202020192018202020192018
Discount rate  4.19%   4.50%   4.20%   2.31%   3.11%   2.99% Discount rate3.44 %4.40 %3.68 %1.74 %2.45 %2.20 %

Expected rate of return
on plan assets

  6.25%   6.75%   7.25%   5.14%   5.87%   5.96% Expected rate of return
on plan assets
5.00 %5.75 %5.50 %4.20 %4.80 %4.90 %

Rate of compensation increase

  4.00%   4.00%   4.00%   3.29%   3.18%   3.26% Rate of compensation increase4.00 %4.00 %4.00 %3.17 %3.31 %3.31 %


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Plan Assets:

The fair value of pension plan assets was determined using the following fair value measurements:

                                                                        
  As of December 31, 2017 
      Quoted Prices   Significant     
      in Active Markets   Other   Significant 
      for Identical   Observable   Unobservable 
  Total Fair   Assets   Inputs   Inputs  As of December 31, 2020

Asset Category

  Value   (Level 1)   (Level 2)   (Level 3) Asset CategoryTotal Fair
Value
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
  (in millions)  (in millions)

U.S. equity securities

  $2   $2   $   $ U.S. equity securities$$$$

Non-U.S. equity securities

   5    5         Non-U.S. equity securities

Pooled funds - equity securities

   2,340    848    1,492     Pooled funds - equity securities2,225 999 1,226 
  

 

   

 

   

 

   

 

 

Total equity securities

   2,347    855    1,492     Total equity securities2,230 1,004 1,226 

Government bonds

   3,237    34    3,203     Government bonds4,340 60 4,280 

Pooled funds - fixed-income securities

   602    449    153     Pooled funds - fixed-income securities622 439 183 

Corporate bonds and other
fixed-income securities

   2,102    133    1,179    790 Corporate bonds and other
fixed-income securities
2,860 258 811 1,791 
  

 

   

 

   

 

   

 

 

Total fixed-income securities

   5,941    616    4,535    790 Total fixed-income securities7,822 757 5,274 1,791 

Real estate

   156    120    13    23 Real estate212 142 70 

Private equity

   2            2 Private equity

Cash

   86    66    20     Cash117 107 10 

Other

   2    1        1 Other
  

 

   

 

   

 

   

 

 

Total assets in the fair value hierarchy

  $8,534   $1,658   $6,060   $816 Total assets in the fair value hierarchy$10,389 $2,014 $6,510 $1,865 
  

 

   

 

   

 

   

 

 

Investments measured at net asset value

   2,439       Investments measured at net asset value2,413 
  

 

       

Total investments at fair value

  $10,973       Total investments at fair value$12,802 
  

 

       

                                                                        
  As of December 31, 2016 
      Quoted Prices   Significant     
      in Active Markets   Other   Significant 
      for Identical   Observable   Unobservable 
  Total Fair   Assets   Inputs   Inputs  As of December 31, 2019

Asset Category

  Value   (Level 1)   (Level 2)   (Level 3) Asset CategoryTotal Fair
Value
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
  (in millions)  (in millions)

U.S. equity securities

  $1   $1   $   $ U.S. equity securities$$$$

Non-U.S. equity securities

   427    427         Non-U.S. equity securities

Pooled funds - equity securities

   1,524    286    1,235    3 Pooled funds - equity securities2,186 890 1,296 
  

 

   

 

   

 

   

 

 

Total equity securities

   1,952    714    1,235    3 Total equity securities2,190 894 1,296 

Government bonds

   3,009    37    2,972     Government bonds3,328 53 3,275 

Pooled funds - fixed-income securities

   756    103    618    35 Pooled funds - fixed-income securities575 417 158 

Corporate bonds and other
fixed-income securities

   852    357    (43   538 Corporate bonds and other
fixed-income securities
2,727 66 825 1,836 
  

 

   

 

   

 

   

 

 

Total fixed-income securities

   4,617    497    3,547    573 Total fixed-income securities6,630 536 4,258 1,836 

Real estate

   170    98    50    22 Real estate186 124 62 

Private equity

   2            2 Private equity

Cash

   73    72    1     Cash122 117 

Other

   3    1        2 Other
  

 

   

 

   

 

   

 

 

Total assets in the fair value hierarchy

  $6,817   $1,382   $4,833   $602 Total assets in the fair value hierarchy$9,133 $1,672 $5,559 $1,902 
  

 

   

 

   

 

   

 

 

Investments measured at net asset value

   2,667       Investments measured at net asset value2,297 
  

 

       

Total investments at fair value

  $9,484       Total investments at fair value$11,430 
  

 

       


We excluded plan assets of $71$129 million at December 31, 20172020 and $62$67 million at December 31, 20162019 from the above tables related to certain insurance contracts as they are reported at contract value, in accordance with authoritative guidance.

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Fair value measurements:

measurements
Level 1 – includes primarily U.S andnon-U.S. equity securities and government bonds valued using quoted prices in active markets.
Level 2 – includes primarily pooled funds, including assets in real estate pooled funds, valued using net asset values of participation units held in common collective trusts, as reported by the managers of the trusts and as supported by the unit prices of actual purchase and sale transactions. Level 2 plan assets also include corporate bonds and other fixed-income securities, valued using independent observable market inputs, such as matrix pricing, yield curves and indices.
Level 3 – includes investments valued using unobservable inputs that reflect the plans’ assumptions that market participants would use in pricing the assets, based on the best information available.
Fair value estimates for pooled funds are calculated by the investment advisor when reliable quotations or pricing services are not readily available for certain underlying securities. The estimated value is based on either cost or last sale price for most of the securities valued in this fashion.
Fair value estimates for private equity investments are calculated by the general partners using the market approach to estimate the fair value of private investments. The market approach utilizes prices and other relevant information generated by market transactions, type of security, degree of liquidity, restrictions on the disposition, latest round of financing data, company financial statements, relevant valuation multiples and discounted cash flow analyses.
Fair value estimates for private debt placements are calculated using standardized valuation methods, including but not limited to income-based techniques such as discounted cash flow projections or market-based techniques utilizing public and private transaction multiples as comparables.
Fair value estimates for real estate investments are calculated by the investment managers using the present value of future cash flows expected to be received from the investments, based on valuation methodologies such as appraisals, local market conditions, and current and projected operating performance.
Fair value estimates for certain fixed-income securities such as insurance contractsthat are buy-in annuity policies are calculated on a replacement policy value basis by discounting the projected cash flows of the plan members using a discount rate based on the future streamrisk-free rates and adjustments for estimated levels of benefit payments discounted using prevailing interest rates based on the valuation date.insurer pricing.
Net asset value – primarily includes equity funds, fixed income funds, real estate funds, hedge funds and private equity investments for which net asset values are normally used.


Changes in our Level 3 plan assets, which are recorded in other comprehensive earnings/(losses), included:

                                                                                                            

Asset Category

  January 1,
2017
Balance
   Net Realized
and Unrealized
Gains/
(Losses)
   Net Purchases,
Issuances and
Settlements
   Net Transfers
Into/(Out of)
Level 3
   Currency
Impact
   December 31,
2017
Balance
 Asset CategoryJanuary 1,
2020
Balance
Net Realized
and Unrealized
Gains/
(Losses)
Net Purchases,
Issuances and
Settlements
Net Transfers
Into/(Out of)
Level 3
Currency
Impact
December 31,
2020
Balance
  (in millions)  (in millions)

Non-U.S. equity

  $3   $   $   $(3  $   $ 

Pooled funds-
fixed-income securities

   35        (16   (21   2     

Corporate bond and other
fixed-income securities

   538    10    182        60    790 Corporate bond and other
fixed-income securities
$1,836 $16 $(110)$$49 $1,791 

Real estate

   22    1                23 Real estate62 70 

Private equity and other

   4            (1       3 Private equity and other
  

 

   

 

   

 

   

 

   

 

   

 

 

Total Level 3 investments

  $602   $11   $166   $(25  $62   $816 Total Level 3 investments$1,902 $21 $(110)$$52 $1,865 
  

 

   

 

   

 

   

 

   

 

   

 

 

Asset Category

  January 1,
2016
Balance
   Net Realized
and Unrealized
Gains/
(Losses)
   Net Purchases,
Issuances and
Settlements
   Net Transfers
Into/(Out of)
Level 3
   Currency
Impact
   December 31,
2016
Balance
 Asset CategoryJanuary 1,
2019
Balance
Net Realized
and Unrealized
Gains/
(Losses)
Net Purchases,
Issuances and
Settlements
Net Transfers
Into/(Out of)
Level 3
Currency
Impact
December 31,
2019
Balance
  (in millions)  (in millions)

Non-U.S. equity

  $   $   $   $3   $   $3 

Pooled funds-
fixed-income securities

   26    6    15    (7   (5   35 

Corporate bond and other
fixed-income securities

   665    21    (41       (107   538 Corporate bond and other
fixed-income securities
$1,032 $$727 $$69 $1,836 

Real estate

   230        (184   (3   (21   22 Real estate22 36 62 

Private equity and other

   3            1        4 Private equity and other
  

 

   

 

   

 

   

 

   

 

   

 

 

Total Level 3 investments

  $924   $27   $(210  $(6  $(133  $602 Total Level 3 investments$1,057 $45 $730 $$70 $1,902 
  

 

   

 

   

 

   

 

   

 

   

 

 


The increasesdecrease in Level 3 pension plan investments during 2017 were2020 was primarily due to net purchases inmaturities of corporate bondsbond and other fixed income securities, which includes private debt placements, and the effects of currency.securities. The decreasesincrease in Level 3 pension plan investments during 2016 were2019 was primarily due to net settlements in real estate fundsadditional purchases of a buy-in annuity and the effectsother fixed income securities.

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Contents

The percentage of fair value of pension plan assets was:

                                                                        
  U.S. Plans   Non-U.S. Plans  U.S. PlansNon-U.S. Plans
  As of December 31,   As of December 31,  As of December 31,As of December 31,

Asset Category

  2017   2016   2017   2016 Asset Category2020201920202019

Equity securities

   15%    33%    28%    29% Equity securities15 %15 %23 %26 %

Fixed-income securities

   85%    63%    60%    57% Fixed-income securities85 %85 %58 %54 %

Real estate

       4%    6%    5% Real estate%%

Hedge funds

           4%    6% Hedge funds%%

Private equity

           1%    2% 
Buy-in annuity policiesBuy-in annuity policies11 %12 %

Cash

           1%    1% Cash%%
  

 

   

 

   

 

   

 

 

Total

   100%    100%    100%    100% Total100 %100 %100 %100 %
  

 

   

 

   

 

   

 

 


For our U.S. plans, our investment strategy is to reduce theour funded status risk of underfunded plans in part through appropriate asset allocation within our plan assets. We attempt to maintain our target asset allocation by rebalancing between asset classes as we make contributions and monthly benefit payments. The strategy involves using indexed U.S. equity and international equity securities and actively managed U.S. investment grade fixed-income securities (which constitute 95% or more of fixed-income securities) with smaller allocations to high yield fixed-income securities.


For ournon-U.S. plans, the investment strategy is subject to local regulations and the asset/liability profiles of the plans in each individual country. In aggregate, the asset allocation targets of ournon-U.S. plans are broadly characterized as a mix of approximately 32%23% equity securities, (including investments in real estate), approximately 66%60% fixed-income securities, 12% buy-in annuity policies and approximately 2% for other types of securities. Our investment strategy for our largestnon-U.S. plan, which comprises 63% of ournon-U.S. pension assets, is designed to balance risk and return by diversifying across a wide range of return-seeking and liability matching assets, invested in a range of both active and passive mandates. We target an allocation of approximately 23% in equity securities, 20% credit, and 57% liability matching assets. The strategy uses indexed global developed equities, actively managed global investment grade and alternative credit,5% real estate and other liability matching assets including abuy-in annuity policy.

estate.


Employer Contributions:

In 2017,2020, we contributed $23$13 million to our U.S. pension plans and $470$194 million to ournon-U.S. pension plans. Thenon-U.S. amount included anon-recurring $250 million contribution made in connection with a new funding agreement for a Company plan in the United Kingdom. In addition, employees contributed $12$14 million to ournon-U.S. plans. 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.

In 2018,2021, we estimate that our pension contributions will be $39$8 million to our U.S. plans and $250$228 million to ournon-U.S. plans based on current tax laws. 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.


Future Benefit Payments:

The estimated future benefit payments from our pension plans at December 31, 20172020 were (in millions):

                                                                                                            
  2018   2019   2020   2021   2022   2023-2027 
202120222023202420252025-2030
U.S. Plans  $120   $83   $89   $93   $93   $498 U.S. Plans$168 $104 $105 $103 $104 $506 
Non-U.S. Plans   375    375    387    409    409    2,196 Non-U.S. Plans411 410 420 431 438 2,291 


Multiemployer Pension Plans:

In accordance with obligations we have under collective bargaining agreements, we made contributions to multiemployer pension plans for continuing participation of $26$5 million in 2017, $252020, $5 million in 20162019 and $31$17 million in 2015. There are risks of participating in multiemployer pension plans that are different from single employer plans. Contributions made by a participating employer are not segregated to be used to provide benefits for participants related to that participating employer. If a participating employer stops contributing to the plan, the unfunded vested obligations of the plan are borne by the remaining participating employers.

The only individually significant multiemployer plan we participate in as of December 31, 2017 is the Bakery and Confectionery Union and Industry International Pension Fund (the “Fund”). Our contributions to the Fund exceeded 5% of total contributions to the Fund for fiscal years 2017, 2016 and 2015. Our contributions to the Fund were $22 million in 2017, $21 million in 2016 and $27 million in 2015. Our contributions to other multiemployer pension plans that were not individually significant were $4 million in 2017, $4 million in 2016 and $4 million in 2015.2018. Our contributions are based on our contribution rates under our collective bargaining agreements, the number of our eligible employees and Fund surcharges.

Expiration Date
PensionFIP / RPof Collective-
EIN / PensionProtection ActStatus Pending /SurchargeBargaining

Pension Fund

Plan NumberZone StatusImplementedImposedAgreements
Bakery and Confectionery Union and
Industry International Pension Fund
526118572RedImplementedYes2/29/2016

Effective January 1, 2012,


In 2018, we executed a complete withdrawal from the Fund’s zone status changedBakery and Confectionery Union and Industry International Pension Fund and recorded a $429 million estimated withdrawal liability. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $526 million requiring pro-rata monthly payments over 20 years. We began making monthly payments during the third quarter of 2019. Within selling, general and administrative expenses, we recorded a $35 million ($26 million net of tax) adjustment related to “Red”. As a resultthe discounted withdrawal liability. Within interest and other expense, net, we recorded accreted interest of this certification, beginning$11 million in July 2012, we were charged a 10% surcharge on our contribution rates. The Fund subsequently adopted a rehabilitation plan on November 7, 2012 that required contribution increases2020, $12 million in 2019 and reductions to benefit provisions.$6 million in 2018. As of August 28, 2016,December 31, 2020, the 10% surchargeremaining discounted withdrawal liability was no longer applicable$375 million, with $14 million recorded in other current liabilities and we were required to pay higher contributions under the Fund’s rehabilitation plan. Although our collective bargaining agreements with the Fund expired during 2016 and while we continue to renegotiate the agreements, we continue to make contributions to the Fund.

$361 million recorded in long-term other liabilities.


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Other Costs:

We sponsor and contribute to employee defined contribution plans. These plans cover eligible salaried,non-union and union employees. Our contributions and costs are determined by the matching of employee contributions, as defined by the plans. Amounts charged to expense in continuing operations for defined contribution plans totaled $43$83 million in 2017, $442020, $72 million in 20162019 and $45$57 million in 2015.

2018.


Postretirement Benefit Plans

Obligations:

Our postretirement health care plans are not funded. The changes in and the amount of the accrued benefit obligation were:

                                    
  As of December 31, 
  2017   2016  As of December 31,
  (in millions)  20202019
(in millions)

Accrued benefit obligation at January 1

  $394   $511 Accrued benefit obligation at January 1$403 $366 

Service cost

   7    12 Service cost

Interest cost

   15    20 Interest cost12 15 

Benefits paid

   (15   (14Benefits paid(17)(16)

Plan amendments(1)

       (149

Currency

   8    3 Currency(1)

Assumption changes

   30    34 

Actuarial losses/(gains)

   (4   (23Actuarial losses/(gains)(41)28 
  

 

   

 

 

Accrued benefit obligation at December 31

  $435   $394 Accrued benefit obligation at December 31$361 $403 
  

 

   

 

 

(1)Plan amendments in 2016 included a change in eligibility requirements related to medical and life insurance benefits and a change in benefits for Medicare-eligible participants.


The current portion of our accrued postretirement benefit obligation of $16 million at December 31, 20172020 and $12$16 million at December 31, 20162019 was included in other current liabilities.


The actuarial (gain) for all postretirement plans in 2020 was driven by gains related to assumption changes partially offset by losses related to a change in the discount rate used to measure the benefit obligations of those plans. All postretirement plans in 2019 experienced an actuarial loss related to a change in the discount rate used to measure the benefit obligations of those plans.

We used the followingweighted-average assumptions to determine our postretirement benefit obligations:

                                                                        
  U.S. Plans   Non-U.S. Plans 
  As of December 31,   As of December 31,  U.S. PlansNon-U.S. Plans
  2017   2016   2017   2016  As of December 31,As of December 31,
2020201920202019

Discount rate

   3.66%    4.14%    4.24%    4.55% Discount rate2.68 %3.41 %3.35 %3.86 %

Health care cost trend rate assumed for next year

   6.25%    6.50%    5.56%    5.50% Health care cost trend rate assumed for next year5.75 %6.00 %5.66 %5.42 %

Ultimate trend rate

   4.81%    5.00%    5.56%    5.68% Ultimate trend rate5.00 %5.00 %4.44 %5.42 %

Year that the rate reaches the ultimate trend rate

   2024    2020    2018    2018 Year that the rate reaches the ultimate trend rate2024202420402019


Year-end discount rates for our U.S., Canadian and U.K. plans were developed from a model portfolio of high quality,fixed-income debt instruments with durations that match the expected future cash flows of the benefit obligations.Year-end discount rates for our remainingnon-U.S. plans were developed from local bond indices that match local benefit obligations as closely as possible. Changes in our discount rates were primarily the result of changes in bond yields year-over-year. Our expected health care cost trend rate is based on historical costs.

At


For the end of 2015,periods presented, we changed the approach used to measure service and interest costs for other postretirement benefits. For 2015, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. For 2016, we measured service and interest costsbenefits by applying the specific spot rates along thata yield curve used to measure plan obligations to the plans’ liability cash flows. We believe the newthis approach providedprovides a more precisegood measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot

rates on the yield curve. The impact


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Table of this change was a decrease in net periodic postretirement cost of approximately $4 million for the year ended December 31, 2016. This change does not affect the measurement of our plan obligations. We accounted for this change as a change in accounting estimate and, accordingly, accounted for it on a prospective basis.

Assumed health care cost trend rates have a significant impact on the amounts reported for the health care plans. Aone-percentage-point change in assumed health care cost trend rates would have the following effects:

Contents
                                                      
      As of December 31, 2017 
      One-Percentage-Point 
      Increase   Decrease 
      (in millions) 

Effect on postretirement benefit obligation

   $49   $(40

Effect on annual service and interest cost

    3    (2

Components of Net Periodic Postretirement Health Care Costs:

Net periodic postretirement health care costs consisted of the following:

                                                      
   For the Years Ended December 31, 
   2017   2016   2015 
   (in millions) 

Service cost

  $7   $12   $15 

Interest cost

   15    20    22 

Amortization:

      

Net loss from experience differences

   14    10    13 

Prior service credit(1)

   (40   (20   (7
  

 

 

   

 

 

   

 

 

 

Net periodic postretirement health care costs

  $(4  $22   $43 
  

 

 

   

 

 

   

 

 

 

(1)In the fourth quarter of 2016, the prior service credit included aone-time $9 million curtailment gain related to a change in the eligibility requirement resulting in ongoing amortization of $10 million. In 2017, we continue to amortize prior service credit and recorded $40 million on a full year basis.

As of December 31, 2017, we expected to amortize from accumulated other comprehensive earnings/(losses) intopre-tax net periodic postretirement health care costs during 2018:

an estimated $18 million of net loss from experience differences, and
an estimated $39 million of prior service credit.
 For the Years Ended December 31,
 202020192018
 (in millions)
Service cost$$$
Interest cost12 15 14 
Amortization:
Net loss/(gain)15 
Prior service credit(30)(38)(39)
Net periodic postretirement health care costs/(benefit)$(6)$(12)$(4)


We used the followingweighted-average assumptions to determine our net periodic postretirement health care cost:

                                                                                                            
  U.S. Plans  Non-U.S. Plans
  For the Years Ended December 31,  For the Years Ended December 31, U.S. PlansNon-U.S. Plans
  2017  2016  2015  2017  2016  2015 For the Years Ended December 31,For the Years Ended December 31,
202020192018202020192018

Discount rate

  4.14%  4.60%  4.20%  4.55%  4.77%  4.52%Discount rate3.41%4.37%3.66%3.86%4.40%4.24%

Health care cost trend rate

  6.50%  6.50%  6.50%  5.50%  5.50%  5.18%Health care cost trend rate6.00%6.25%6.25%5.42%5.44%5.56%


Future Benefit Payments:

Our estimated future benefit payments for our postretirement health care plans at December 31, 20172020 were (in millions):

                                                                                                            
  2018   2019   2020   2021   2022   2023-2027 
202120222023202420252025-2030

U.S. Plans

  $11   $12   $13  ��$15   $16   $85 U.S. Plans$11 $11 $12 $12 $12 $60 

Non-U.S. Plans

     5        5        6        6        6      55 Non-U.S. Plans29 


Other Costs:

We made contributions to multiemployer medical plans totaling $18$20 million in 2017,2020, $20 million in 2019 and $19 million in 2016 and $20 million in 2015.2018. These plans provide medical benefits to active employees and retirees under certain collective bargaining agreements.


Postemployment Benefit Plans

Obligations:

Our postemployment plans are primarily not funded. The changes in and the amount of the accrued benefit obligation at December 31, 20172020 and 20162019 were:

                                    
  As of December 31, 
  2017   2016  As of December 31,
  (in millions)  20202019
(in millions)

Accrued benefit obligation at January 1

  $71   $95 Accrued benefit obligation at January 1$66 $74 

Service cost

   5    7 Service cost

Interest cost

   4    6 Interest cost

Benefits paid

   (6   (9Benefits paid(10)(9)

Assumption changes

       (21

Actuarial losses/(gains)

   2    (7Actuarial losses/(gains)(10)
  

 

   

 

 

Accrued benefit obligation at December 31

  $76   $71 Accrued benefit obligation at December 31$65 $66 
  

 

   

 

 


The accrued benefit obligation was determined using a weighted-average discount rate of 6.5%4.3% in 20172020 and 6.2%5.3% in 2016,2019, an assumed weighted-average ultimate annual turnover rate of 0.3% in 20172020 and 2016,2019, assumed compensation cost increases of 4.0% in 20172020 and 20162019 and assumed benefits as defined in the respective plans.


Postemployment costs arising from actions that offer employees benefits in excess of those specified in the respective plans are charged to expense when incurred.

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Components of Net Periodic Postemployment Costs:

Net periodic postemployment costs consisted of the following:

                                                      
  For the Years Ended December 31, 
  2017   2016   2015  For the Years Ended December 31,
  (in millions)  202020192018
(in millions)

Service cost

  $5   $7   $7 Service cost$$$

Interest cost

   4    6    5 Interest cost

Amortization of net gains

   (3   (1    Amortization of net gains(2)(4)(3)
  

 

   

 

   

 

 

Net periodic postemployment costs

  $6   $12   $12 Net periodic postemployment costs$$$
  

 

   

 

   

 

 


As of December 31, 2017,2020, the estimated net gain for the postemployment benefit plans that we expectedexpect to amortize from accumulated other comprehensive earnings/(losses) into net periodic postemployment costs during 2018 was2021 is approximately $3 million.


Note 10.12. Stock Plans


Under our Amended and Restated 2005 Performance Incentive Plan (the “Plan”), we are authorized through May 21, 2024 to issue a maximum of 243.7 million shares of our Common Stock to employees andnon-employee directors. As of December 31, 2017,2020, there were 67.253.2 million shares available to be granted under the Plan.


Stock Options:

Stock options (including stock appreciation rights) are granted at an exercise price equal to the market value of the underlying stock on the grant date, generally become exercisable in three3 annual installments beginning on the first anniversary of the grant date and have a maximum term of ten years.


We account for our employee stock options under the fair value method of accounting using a Black-Scholes methodology or a Lattice Model to measure stock option expense at the date of grant. The fair value of the stock options at the date of grant is amortized to expense over the vesting period. We recorded compensation expense related to stock options held by our employees of $50$28 million in 2017, $572020, $38 million in 20162019 and $50$43 million in 20152018 in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $12$5 million in 2017, $152020, $8 million in 20162019 and $13$7 million in 2015.2018. The unamortized compensation expense related to our employee stock options was $44$23 million at December 31, 20172020 and is expected to be recognized over a weighted-average period of 1.21.4 years.


Our weighted-average Black-Scholes and Lattice Model fair value assumptions were:

                                                                                          
   Risk-Free
Interest Rate
  Expected Life   Expected
Volatility
  Expected
Dividend Yield
  Fair Value
at Grant Date
 

2017

   2.04  6 years    22.75  1.74 $8.57 

2016

   1.40  6 years    23.11  1.61 $7.86 

2015

   1.70  6 years    18.51  1.61 $6.12 
 Risk-Free
Interest Rate
Expected LifeExpected
Volatility
Expected
Dividend Yield
Fair Value
at Grant Date
20201.34 %5 years19.64 %2.06 %$8.61 
20192.46 %5 years19.96 %2.37 %$7.83 
20182.68 %5 years20.96 %2.02 %$8.30 


The risk-free interest rate represents the constant maturity U.S. government treasuries rate with a remaining term equal to the expected life of the options. The expected life is the period over which our employees are expected to hold their options. Volatility reflects historical movements in our stock price for a period commensurate with the expected life of the options. The dividend yield reflects the dividend yield in place at the time of the historical grants.


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Stock option activity is reflected below:

                                                                        
      Weighted-         Shares Subject
to Option
Weighted-
Average
Exercise or
Grant Price
Per Share
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
      Average   Average     
      Exercise or   Remaining   Aggregate 
  Shares Subject   Grant Price   Contractual   Intrinsic 
  to Option   Per Share   Term   Value 

Balance at January 1, 2015

   56,431,551   $24.19     $685 million 
  

 

       
Balance at January 1, 2018Balance at January 1, 201848,434,655 $29.92 $626  million

Annual grant to eligible employees

   8,899,530    36.94     Annual grant to eligible employees5,666,530 43.51 

Additional options issued

   901,340    35.84     Additional options issued168,306 31.40 
  

 

       

Total options granted

   9,800,870    36.84     Total options granted5,834,836 43.16 

Options exercised(1)

   (6,444,515   22.94     $108 million 
Options exercised (1)
(9,333,271)25.16 $170  million

Options cancelled

   (2,753,798   32.35     Options cancelled(1,117,390)42.93 
  

 

       

Balance at December 31, 2015

   57,034,108    26.12     $1,068 million 
  

 

       
Balance at December 31, 2018Balance at December 31, 201843,818,830 32.36 $371  million

Annual grant to eligible employees

   7,517,290    39.70     Annual grant to eligible employees4,793,570 47.72 

Additional options issued

   115,800    42.26     Additional options issued68,420 50.82 
  

 

       

Total options granted

   7,633,090    39.74     Total options granted4,861,990 47.76 

Options exercised(1)

   (8,883,101   24.09     $174 million 
Options exercised (1)
(13,668,354)27.53 $306  million

Options cancelled

   (2,182,485   35.23     Options cancelled(1,156,518)42.22 
  

 

       

Balance at December 31, 2016

   53,601,612    28.02     $874 million 
  

 

       
Balance at December 31, 2019Balance at December 31, 201933,855,948 36.19 $640  million

Annual grant to eligible employees

   6,012,140    43.20     Annual grant to eligible employees2,280,440 59.04 

Additional options issued

   162,880    42.54     Additional options issued136,360 49.48 
  

 

       

Total options granted

   6,175,020    43.18     Total options granted2,416,800 58.50 

Options exercised(1)

   (9,431,009   26.17     $170 million 
Options exercised (1)
(7,847,964)30.55 $205  million

Options cancelled

   (1,910,968   38.10     Options cancelled(672,890)44.94 
  

 

       

Balance at December 31, 2017

   48,434,655    29.92    5 years   $626 million 
  

 

       

Exercisable at December 31, 2017

   37,240,858    26.58    4 years   $604 million 
  

 

       
Balance at December 31, 2020Balance at December 31, 202027,751,894 39.51 5 years$527  million
Exercisable at December 31, 2020Exercisable at December 31, 202021,444,333 36.18 4 years$478  million

(1)Cash received from options exercised was $257 million in 2017, $221 million in 2016 and $148 million in 2015. The actual tax benefit realized for the tax deductions from the option exercises totaled $31 million in 2017, $31 million in 2016 and $58 million in 2015.

(1)Cash received from options exercised was $236 million in 2020, $369 million in 2019 and $231 million in 2018. The actual tax benefit realized and recorded in the provision for income taxes for the tax deductions from the option exercises totaled $27 million in 2020, $40 million in 2019 and $21 million in 2018.

Deferred Stock Units, Performance Share Units and Restricted Stock:

Historically we have made grants of deferred stock units, performance share units and restricted stock. Beginning in 2016, we only grant deferred stock units and performance share units and no longer grant restricted stock. We may grant shares of deferredDeferred stock units granted to eligible employees giving them, inhave most instances, all of theshareholder rights, of shareholders, except that they may not sell, assign, pledge or otherwise encumber the shares and our deferred stock units do not have voting rights until vested. Shares of deferred stock units are subject to forfeiture if certain employment conditions are not met. Deferred stock units generally vest on the third anniversary of the grant date. Performance share units granted under our 2005 Plan vest based on varying performance, market and service conditions. The unvested performance share units have no voting rights and do not pay dividends. Dividend equivalents accumulated over the vesting period are paid only after the performance share units vest.


The fair value of the deferred stock units, performance share units and restricted stock at the date of grant is amortized to earnings over the vesting period. The fair value of our deferred stock units and restricted stock is measured at the market price of our Common Stock on the grant date. Performance share unit awards generally have targets tied to both performance and market-based conditions. For market condition components, market volatility and other factors are taken into consideration in determining the grant date fair value and the related compensation expense is recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided. For performance condition components, we estimate the probability that the performance conditions will be achieved each quarter and adjust compensation expenses accordingly. The grant date fair value of performance share units is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the market price of our Common Stock on the grant date for performance-based components. The number of performance share units that ultimately vest ranges from0-200 percent of the number granted, based on the achievement of the performance and market-based components.
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We recorded compensation expense related to deferred stock units, performance share units and restricted stock of $87$98 million in 2017, $832020, $97 million in 20162019 and $86$85 million in 20152018 in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $23$15 million in 2017, $222020, $16 million in 20162019 and $24$12 million in 2015.2018. The unamortized compensation expense related to our deferred stock units, performance share units and restricted stock was $138$107 million at December 31, 20172020 and is expected to be recognized over a weighted-average period of 1.81.7 years.


Our performance share unit, deferred stock unit and restricted stock activity is reflected below:

                                                                        
           Weighted-Average   Weighted-Average 
   Number       Fair Value   Aggregate 
   of Shares   Grant Date   Per Share (4)   Fair Value (4) 

Balance at January 1, 2015

   10,582,640     $28.86   
  

 

 

       

Annual grant to eligible employees:

     Feb. 18, 2015     

Performance share units

   1,598,290      38.81   

Restricted stock

   386,910      36.94   

Deferred stock units

   866,640      36.94   

Additional shares granted(1)

   1,087,322    Various    36.00   
  

 

 

       

Total shares granted

   3,939,162      37.44   $147 million 

Vested(2)

   (3,905,745     24.66   $96 million 

Forfeited(2)

   (1,197,841     32.63   
  

 

 

       

Balance at December 31, 2015

   9,418,216      33.71   
  

 

 

       

Annual grant to eligible employees:

     Feb. 22, 2016     

Performance share units

   1,406,500      34.35   

Deferred stock units

   1,040,790      39.70   

Additional shares granted(3)

   864,851    Various    32.90   
  

 

 

       

Total shares granted

   3,312,141      35.65   $118 million 

Vested(2)

   (3,992,902     28.15   $112 million 

Forfeited(2)

   (1,143,828     37.58   
  

 

 

       

Balance at December 31, 2016

   7,593,627      36.90   
  

 

 

       

Annual grant to eligible employees:

     Feb. 16, 2017     

Performance share units

   1,087,010      43.14   

Deferred stock units

   845,550      43.20   

Additional shares granted(3)

   1,537,763    Various    42.22   
  

 

 

       

Total shares granted

   3,470,323      42.75   $148 million 

Vested(2)

   (2,622,807     35.78   $94 million 

Forfeited(2)

   (771,438     38.69   
  

 

 

       

Balance at December 31, 2017

   7,669,705      39.74   
  

 

 

       
Number
of Shares
Grant DateWeighted-Average
Fair Value
Per Share (4)
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)
446,752 Various41.78 
Total shares granted2,283,832 46.72 $107  million
Vested (2) (3)
(2,511,992)38.91 $98  million
Forfeited (2)
(882,535)42.00 
Balance at December 31, 20186,559,010 42.19 
Annual grant to eligible employees:Feb. 22, 2019
Performance share units891,210 57.91 
Deferred stock units666,880 47.72 
Additional shares granted (1)
205,073 Various54.81 
Total shares granted1,763,163 53.69 $95  million
Vested (2) (3)
(2,007,848)37.81 $76  million
Forfeited (2)
(652,380)45.88 
Balance at December 31, 20195,661,945 46.90 
Annual grant to eligible employees:Feb. 20, 2020
Performance share units825,230 65.83 
Deferred stock units545,550 59.04 
Additional shares granted (1)
390,730 Various56.90 
Total shares granted1,761,510 61.75 $109  million
Vested (3)
(2,051,054)42.87 $88  million
Forfeited(475,411)48.24 
Balance at December 31, 20204,896,990 53.80 

(1)Includes performance share units, deferred stock units and restricted stock.
(2)Includes performance share units, deferred stock units and restricted stock. The actual tax benefit realized for the tax deductions from the shares vested totaled $7 million in 2017, $18 million in 2016 and $18 million in 2015.
(3)Includes performance share units and deferred stock units.
(4)Performance share units reflect grant date fair values. Prior-year weighted average fair value per share has been revised.


(1)Includes performance share units and deferred stock units.
(2)Includes performance share units, deferred stock units and historically granted restricted stock.
(3)The actual tax benefit/(expense) realized and recorded in the provision for income taxes for the tax deductions from the shares vested totaled $5 million in 2020, $2 million in 2019 and $3 million in 2018.
(4)The grant date fair value of performance share units is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of the Company’s stock on the grant date for performance-based components. The Monte Carlo simulation model incorporates the probability of achieving the total shareholder return market condition. Compensation expense is recognized using the grant date fair values regardless of whether the market condition is achieved, so long as the requisite service has been provided.

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Note 11.13. Capital Stock


Our amended and restated articles of incorporation authorize 5.0 billion shares of Class A common stock (“Common Stock”) and 500 million shares of preferred stock. There were no0 preferred shares issued and outstanding at December 31, 2017, 20162020, 2019 and 2015.2018. Shares of Common Stock issued, in treasury and outstanding were:

                                                      
          Shares Shares IssuedTreasury SharesShares
Outstanding
Shares Issued   Treasury Shares   Outstanding 

Balance at January 1, 2015

   1,996,537,778    (332,896,779   1,663,640,999 
Balance at January 1, 2018Balance at January 1, 20181,996,537,778 (508,401,694)1,488,136,084 

Shares repurchased

       (91,875,878   (91,875,878Shares repurchased— (47,258,884)(47,258,884)

Exercise of stock options and issuance of
other stock awards

       8,268,033    8,268,033 Exercise of stock options and issuance of
other stock awards
10,122,655 10,122,655 
  

 

   

 

   

 

 

Balance at December 31, 2015

   1,996,537,778    (416,504,624   1,580,033,154 
  

 

   

 

   

 

 
Balance at December 31, 2018Balance at December 31, 20181,996,537,778 (545,537,923)1,450,999,855 

Shares repurchased

       (61,972,713   (61,972,713Shares repurchased— (30,902,465)(30,902,465)

Exercise of stock options and issuance of
other stock awards

       10,305,100    10,305,100 Exercise of stock options and issuance of
other stock awards
14,908,864 14,908,864 
  

 

   

 

   

 

 

Balance at December 31, 2016

   1,996,537,778    (468,172,237   1,528,365,541 
  

 

   

 

   

 

 
Balance at December 31, 2019Balance at December 31, 20191,996,537,778 (561,531,524)1,435,006,254 

Shares repurchased

       (50,598,902   (50,598,902Shares repurchased— (25,071,845)(25,071,845)

Exercise of stock options and issuance of
other stock awards

       10,369,445    10,369,445 Exercise of stock options and issuance of
other stock awards
9,239,812 9,239,812 
  

 

   

 

   

 

 

Balance at December 31, 2017

   1,996,537,778    (508,401,694   1,488,136,084 
  

 

   

 

   

 

 
Balance at December 31, 2020Balance at December 31, 20201,996,537,778 (577,363,557)1,419,174,221 


Stock plan awards to employees andnon-employee directors are issued from treasury shares. At December 31, 2017, 1232020, 85.8 million shares of Common Stock held in treasury were reserved for stock options and other stock awards.


Share Repurchase Program:

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 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. On December 2, 2020, our Board of Directors approved an increase of $4.0 billion in the share repurchase program, raising the authorization to $23.7 billion of Common Stock repurchases, and extended the program through December 31, 2023. Repurchases under the program are determined by management and are wholly discretionary. Prior to January 1, 2017,2020, we had repurchased approximately $10.8$16.5 billion of Common Stock pursuant to this authorization. During 2017,2020, we repurchased approximately 50.625.1 million shares of Common Stock at an average cost of $43.51$55.87 per share, or an aggregate cost of approximately $2.2$1.4 billion, all of which was paid during the period except for approximately $28$30 million settled in January 2018.2021. All share repurchases were funded through available cash and commercial paper issuances. As of December 31, 2017,2020, we have approximately $0.6$5.8 billion in remaining share repurchase capacity. As

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Table of January 31, 2018, subsequent to approximately $0.1 billion of share repurchases in January, our remaining share repurchase capacity was $6.5 billion.

Contents

Note 12.14. Commitments and Contingencies


Legal Proceedings:

We routinely are subject toinvolved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations incidental to our business, including those specified below.

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 ($59 million as of December 31, 2017) of unpaid excise tax and an equivalent amount of penalties, as well as interest, related to production at the same Indian facility. We contested these demands for unpaid excise taxes, penalties and interest. On March 27, 2015, after several hearings, the Commissioner of the Excise Authority issued an order denying the excise exemption that we claimed for the Indian facility and confirming the Excise Authority’s demands for total taxes and penaltiesarising in the amountordinary course of 5.8 billion Indian rupees ($91 million as of December 31, 2017). 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 ($77 million as of December 31, 2017) of unpaid excise taxes as well as penalties to be determined up to an amount equivalent to that claimed by the Excise Authority plus interest. With the implementation of the new Goods and Services Tax in India in July 2017, we will not receive any further show cause notices for additional amounts on this issue. We believe that the decision to claim the excise tax benefit is valid and we are continuing to contest the show cause notices through the administrative and judicial process.

In April 2013, the staff of the U.S. Commodity Futures Trading Commission (“CFTC”) advised us and Kraft Foods Group that it was investigating activities related to the trading of December 2011 wheat futures contracts that occurred prior to theSpin-Off of Kraft Foods Group. We cooperated with the staff in its investigation. On April 1, 2015, the CFTC filed a complaint against Kraft Foods Group and Mondelēz Global LLC (“Mondelēz Global”) in the U.S. District Court for the Northern District of Illinois, Eastern Division (the “CFTC action”). The complaint alleges that Kraft Foods Group and Mondelēz Global (1) manipulated or attempted to manipulate the wheat markets during the fall of 2011; (2) violated position limit levels for wheat futures and (3) engaged innon-competitive trades by trading both sides ofexchange-for-physical Chicago Board of Trade wheat contracts. The CFTC seeks civil monetary penalties of either triple the monetary gain for each violation of the Commodity Exchange Act (the “Act”) or $1 million for each violation of Section 6(c)(1), 6(c)(3) or 9(a)(2) of the Act and $140,000 for each additional violation of the Act, plus post-judgment interest; an order of permanent injunction prohibiting Kraft Foods Group and Mondelēz Global from violating specified provisions of the Act; disgorgement of profits; and costs and fees. In December 2015, the court denied Mondelēz Global and Kraft Foods Group’s motion to dismiss the CFTC’s claims of market manipulation and attempted manipulation, and the parties are now in discovery. Additionally, several class action complaints were filed against Kraft Foods Group and Mondelēz Global in the U.S. District Court for the Northern District of Illinois by investors in wheat futures and options on behalf of themselves and others similarly situated. The complaints make similar allegations as those made in the CFTC action and seek class action certification; an unspecified amount for damages, interest and unjust enrichment; costs and fees; and injunctive, declaratory and other unspecified relief. In June 2015, these suits were consolidated in the Northern District of Illinois. In June 2016, the court denied Mondelēz Global and Kraft Foods Group’s motion to dismiss, and the parties are now in discovery. It is not possible to predict the outcome of these matters; however, based on our Separation and Distribution Agreement with Kraft Foods Group dated as of September 27, 2012, we expect to bear any monetary penalties or other payments in connection with the CFTC action.

We are a party to various legal proceedings incidental to our business, including those noted abovebelow in this section. We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. For matters we have not provided for that are reasonably possible to result in an unfavorable outcome, management is unable to estimate the possible loss or range of loss or such amounts have been determined to be immaterial. At present we believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not 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 adverse impact on our business, results of operations or financial position.


On April 1, 2015, the U.S. Commodity Futures Trading Commission ("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 (the "District Court"), 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 spinoff 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. On August 15, 2019, the District Court approved a settlement agreement between the CFTC and Mondelēz Global. The terms of the settlement, which are available in the District Court’s docket, had an immaterial impact on our financial position, results of operations and cash flows. On October 23, 2019, following a ruling by the United States Court of Appeals for the Seventh Circuit regarding Mondelēz Global's allegations that the CFTC and its Commissioners violated certain terms of the settlement agreement and the CFTC's argument that the Commissioners were not bound by the terms of the settlement agreement, the District Court vacated the settlement agreement and reinstated all pending motions that the District Court had previously mooted as a result of the settlement. The parties have reached a new agreement in principle to resolve the CFTC action and have submitted the settlement to the District Court for approval. The District Court cancelled a scheduled conference on June 4, 2020 to discuss the proposed settlement agreement but indicated that it would rule on pending motions in due course. Additionally, several class action complaints were filed against Kraft Foods Group and Mondelēz Global in the District Court 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 the plaintiffs are seeking class action certification; monetary damages, interest and unjust enrichment; costs and fees; and injunctive, declaratory and other unspecified relief. In June 2015, these suits were consolidated in the District Court. On January 3, 2020, the District Court granted plantiffs' request to certify a class. 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 and the class action. Although the CFTC action and the class action complaints involve the same alleged conduct, a resolution or decision with respect to one of the matters may not be dispositive as to the outcome of the other matter.

In November 2019, the European Commission informed us that it had initiated an investigation into our alleged infringement of European Union competition law through certain practices restricting cross-border trade within the European Economic Area. On January 28, 2021, the European Commission announced it has taken the next procedural step in its investigation and opened formal proceedings. We are cooperating with the investigation and expect to engage further with the European Commission as its investigation proceeds. It is not possible to predict how long the investigation will take or the ultimate outcome of this matter.

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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 December 31, 2017,2020, we had no material third-party guarantees recorded on our consolidated balance sheet.


Tax Matters:

As part

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 our 2010 Cadbury acquisition,operations or financial position.

During the fourth quarter of 2019, we became the responsible party forresolved several indirect tax matters under a February 2, 2006 dated Deedand recorded $85 million of Tax Covenant between the Cadbury Schweppes PLCnet indirect tax expenses within selling, general and related entities (“Schweppes”) and Black Lion Beverages and related entities. Theadministrative expenses.

A tax matters included an ongoing transfer pricing case with the Spanish tax authoritiesindemnification matter related to the Schweppes businesses Cadbury divested prior to our 2007 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,LU biscuit business was closed during the first quarter of 2017, we recordedended June 30, 2018. The closure had no impact on net earnings, however, it did result in a favorable earnings impact of $46$15 million tax benefit that was fully offset by an $11 million expense in selling, general and administrative expenses and $12a $4 million expense in interest and other expense, net, for a totalpre-tax impactnet.

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Table of $58 million due to thenon-cash reversal of Cadbury-related accrued liabilities related to this matter. In 2017, we recorded additional income of $4 million related to bank guarantee releases within selling, general and administrative expenses and interest and other expense, net.

During the first quarter of 2017, the Brazilian Supreme Court (the “Court”) ruled against the Brazilian tax authorities in a leading case related to the computation of certain indirect taxes. The Court ruled that the indirect tax base should not include a value-added tax known as “ICMS”. By removing the ICMS from the tax base, the Court effectively eliminated a “tax on a tax.” Our Brazilian subsidiary had received an injunction against making payments for the “tax on a tax” in 2008 and since that time until December 2016, had accrued this portion of the tax each quarter in the event that the tax was reaffirmed by the Brazilian courts. On September 30, 2017, based on legal advice and the publication of the Court’s decision related to this case, we determined that the likelihood that the increased tax base would be reinstated and assessed against us was remote. Accordingly, we reversed our accrual of 667 million Brazilian reais, or $212 million as of September 30, 2017, of which, $153 million was recorded within selling, general and administrative expenses and $59 million was recorded within interest and other expense, net. The Brazilian tax authority is seeking potential clarification or adjustment of the terms of enforcement with the Court. We continue to monitor developments in this matter and currently do not expect a material future impact on our financial statements.

Leases:

Rental expenses recorded in continuing operations were $284 million in 2017, $317 million in 2016 and $331 million in 2015. As of December 31, 2017, minimum rental commitments undernon-cancelable operating leases in effect atyear-end were (in millions):

Note 13.15. 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 $174$285 million in 2017, $2502020, $279 million in 20162019 and $350$169 million in 2015.

2018.
                                                      
  For the Years Ended December 31, 
  2017   2016   2015  For the Years Ended December 31,
  (in millions)  202020192018
(in millions)

Currency Translation Adjustments:

      Currency Translation Adjustments:

Balance at beginning of period

  $(8,914  $(8,006  $(5,042Balance at beginning of period$(8,320)$(8,622)$(7,714)

Currency translation adjustments

   987    (847   (2,905Currency translation adjustments(398)251 (743)

Reclassification to earnings related to:

      Reclassification to earnings related to:

Venezuela deconsolidation

           99 

Equity method investment transactions

       57     
Equity method investment transactions (1)
Equity method investment transactions (1)
29 

Tax (expense)/benefit

   214    (135   (184Tax (expense)/benefit47 49 (173)
  

 

   

 

   

 

 

Other comprehensive earnings/(losses)

   1,201    (925   (2,990Other comprehensive earnings/(losses)(322)300 (910)

Less: (earnings)/loss attributable to noncontrolling interests

   (28   17    26 
  

 

   

 

   

 

 
Less: other comprehensive (earnings)/loss attributable to noncontrolling interestsLess: other comprehensive (earnings)/loss attributable to noncontrolling interests(13)

Balance at end of period

   (7,741   (8,914   (8,006Balance at end of period(8,655)(8,320)(8,622)
  

 

   

 

   

 

 

Pension and Other Benefit Plans:

      Pension and Other Benefit Plans:

Balance at beginning of period

  $(2,087  $(1,934  $(2,274Balance at beginning of period$(1,721)$(1,854)$(2,185)

Net actuarial gain/(loss) arising during period

   (71   (491   (60Net actuarial gain/(loss) arising during period(187)91 

Tax (expense)/benefit on net actuarial gain/(loss)

   50    70    3 Tax (expense)/benefit on net actuarial gain/(loss)38 22 (24)

Losses/(gains) reclassified into net earnings:

      Losses/(gains) reclassified into net earnings:

Amortization of experience losses and
prior service costs(1)

   174    150    207 

Settlement losses(1)

   38    36    111 

Venezuela deconsolidation

           2 

Tax (expense)/benefit on reclassifications (2)

   (65   (46   (69
Amortization of experience losses and prior service costs (2)
Amortization of experience losses and prior service costs (2)
104 137 168 
Settlement losses and other expenses (1)
Settlement losses and other expenses (1)
22 30 40 
Tax expense/(benefit) on reclassifications (3)
Tax expense/(benefit) on reclassifications (3)
(31)(42)(36)

Currency impact

   (183   128    146 Currency impact(99)(18)92 
  

 

   

 

   

 

 

Other comprehensive earnings/(losses)

   (57   (153   340 Other comprehensive earnings/(losses)(153)133 331 
  

 

   

 

   

 

 

Balance at end of period

   (2,144   (2,087   (1,934Balance at end of period(1,874)(1,721)(1,854)
  

 

   

 

   

 

 

Derivative Cash Flow Hedges:

      Derivative Cash Flow Hedges:

Balance at beginning of period

  $(121  $(46  $(2Balance at beginning of period$(213)$(168)$(114)

Net derivative gains/(losses)

   (17   (151   (75Net derivative gains/(losses)(132)(224)(56)

Tax (expense)/benefit on net derivative gain/(loss)

   9    20    30 Tax (expense)/benefit on net derivative gain/(loss)27 19 

Losses/(gains) reclassified into net earnings:

      Losses/(gains) reclassified into net earnings:

Currency exchange contracts -
forecasted transactions(3)

   4    3    (90

Commodity contracts(3)

   29    9    64 

Interest rate contracts(4)

       83    47 

Tax (expense)/benefit on reclassifications (2)

   (6   (42   (21
Interest rate contracts (1) (4)
Interest rate contracts (1) (4)
189 155 (11)
Tax expense/(benefit) on reclassifications (3)
Tax expense/(benefit) on reclassifications (3)
(28)(1)

Currency impact

   (11   3    1 Currency impact(4)
  

 

   

 

   

 

 

Other comprehensive earnings/(losses)

   8    (75   (44Other comprehensive earnings/(losses)52 (45)(54)
  

 

   

 

   

 

 

Balance at end of period

   (113   (121   (46Balance at end of period(161)(213)(168)
  

 

   

 

   

 

 

Accumulated other comprehensive income attributable
to Mondelēz International:

      Accumulated other comprehensive income attributable to
Mondelēz International:

Balance at beginning of period

  $(11,122  $(9,986  $(7,318Balance at beginning of period$(10,254)$(10,644)$(10,013)

Total other comprehensive earnings/(losses)

   1,152    (1,153   (2,694Total other comprehensive earnings/(losses)(423)388 (633)

Less: (earnings)/loss attributable to noncontrolling interests

   (28   17    26 
  

 

   

 

   

 

 
Less: other comprehensive (earnings)/loss attributable to noncontrolling interestsLess: other comprehensive (earnings)/loss attributable to noncontrolling interests(13)

Other comprehensive earnings/(losses)
attributable to Mondelēz International

   1,124    (1,136   (2,668Other comprehensive earnings/(losses)
attributable to Mondelēz International
(436)390 (631)
  

 

   

 

   

 

 

Balance at end of period

  $(9,998  $(11,122  $(9,986Balance at end of period$(10,690)$(10,254)$(10,644)
  

 

   

 

   

 

 

(1)
(1)Includes equity method investment transactions recorded within gain/(loss) on equity method investment transactions.
(2)These reclassified losses are included in the components of net periodic benefit costs disclosed in Note 9,Benefit Plans. Settlement losses include the transfer of coffee business-related pension obligations in the amount of $90 million in 2015.
(2)Taxes reclassified to earnings are recorded within the provision for income taxes.
(3)These reclassified gains or losses are recorded within cost of sales.
(4)These reclassified losses are recorded within interest and other expense, net.

Note 14.11, Benefit Plans.

(3)Taxes reclassified to earnings are recorded within the provision for income taxes.
(4)These reclassified losses are recorded within interest and other expense, net.
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Note 16. Income Taxes


On August 6, 2019, Switzerland published changes to its Federal tax law in the Official Federal Collection of Laws. On September 27, 2019, the Zurich Canton published their decision on the September 1, 2019 Zurich Canton public vote regarding the Cantonal changes associated with the Swiss Federal tax law change. The intent of these tax law changes was to replace certain preferential tax regimes with a new set of internationally accepted measures that are hereafter referred to as "Swiss tax reform". Based on these Federal/Cantonal events, it is our position that enactment of Swiss tax reform for U.S. GAAP purposes was met as of September 30, 2019, and we recorded the impacts in the third quarter of 2019. The net impact was a benefit of $767 million, which consisted of a $769 million reduction in deferred tax expense from an allowed step-up of intangible assets for tax purposes (recorded net of valuation allowance) and remeasurement of our deferred tax balances, partially offset by a $2 million indirect tax impact in selling, general and administrative expenses. The ongoing impacts of these Swiss tax reform law changes became effective January 1, 2020. We continue to monitor interpretative guidance on Swiss tax reform that could result in changes to the amounts we have recorded.

On December 22, 2017, new U.S. tax reform legislation ("U.S. tax reform") was enacted that included a broad range of complex provisions impacting the taxation of businesses. Certain impacts of the new legislation would generally require 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. Specifically, when the initial accounting for items under the new legislation is incomplete, the guidance allows us to recognize provisional amounts when reasonable estimates can be made or to continue to apply the prior tax law if a reasonable estimate of the impact cannot be made. The SEC has provided up to aone-year window for companies to finalize the accounting for the impacts of this new legislation and we anticipate finalizing our accounting during 2018.

WhileWe finalized our accounting for the new provisions during the fourth quarter of 2018. U.S. tax legislation is not complete, we have made reasonable estimates for some provisions and recognizedreform resulted in a $59 million discrete net tax benefit in our 2017 financial statements. This net benefit is primarily comprised of a $1,311 million provisional deferred tax benefit from revaluing our net U.S. deferred tax liabilities to reflect the new U.S. corporate tax rate as well as an additional $61 million provisional deferred tax benefit related to changes in our indefinite reinvestment assertion, partially offset by a $1,317 million provisional charge for the estimated transition tax.

In general, thetotal transition tax is as a resultliability of $1.3 billion based on the deemed repatriation imposed by the new legislation that results in the taxation of our accumulated foreign earnings and profits, (“E&P”) at a 15.5%which will be paid in installments through 2026.


Earnings/(losses) from continuing operations before income taxes and the provision for income taxes consisted of:
 For the Years Ended December 31,
 202020192018
 (in millions)
Earnings/(losses) from continuing operations before income taxes:
United States$514 $751 $(170)
Outside United States2,869 2,696 3,012 
$3,383 $3,447 $2,842 
Provision for income taxes:
United States federal:
Current$440 $145 $(34)
Deferred(82)97 171 
358 242 137 
State and local:
Current98 29 23 
Deferred(7)45 61 
91 74 84 
Total United States449 316 221 
Outside United States:
Current756 459 552 
Deferred19 (773)
Total outside United States775 (314)552 
Total provision for income taxes$1,224 $$773 

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The effective income tax rate on liquid assets (i.e. cashpre-tax earnings differed from the U.S. federal statutory rate as follows:
 For the Years Ended December 31,
 202020192018
U.S. federal statutory rate21.0 %21.0 %21.0 %
Increase/(decrease) resulting from:
State and local income taxes, net of federal tax benefit1.6 %1.3 %0.4 %
Foreign rate differences1.1 %0.2 %(1.9)%
Changes in judgment on realizability of deferred tax assets(2.2)%(0.3)%(0.4)%
Reversal of other tax accruals no longer required(0.8)%(3.0)%(1.8)%
Tax accrual on investment in KDP (including tax
impact share sales)
6.7 %0.8 %8.4 %
Excess tax benefits from equity compensation(1.0)%(1.2)%(0.8)%
Tax legislation (non-U.S. and non-Swiss tax reform)1.0 %0.4 %0.3 %
Swiss tax reform(22.3)%
Business sales (including tax impact from JDE Peet's transaction)7.4 %
U.S. tax reform - transition tax0.1 %(1.3)%
U.S. tax reform - changes in indefinite reinvestment assertion2.1 %
Foreign tax provisions under TCJA (GILTI, FDII and BEAT)(1)
1.1 %2.5 %1.1 %
Other0.3 %0.6 %0.1 %
Effective tax rate36.2 %0.1 %27.2 %

(1)The Tax Cuts and other specified assets)Jobs Act of 2017 ("TCJA") established the Global Intangible Low-Tax Income ("GILTI") provision, which taxes U.S. allocated expenses and 8%certain income from foreign operations; the Foreign-Derived Intangible Income ("FDII") provision, which allows a deduction against certain types of U.S. taxable income resulting in a lower effective U.S. tax rate on such income; and the Base Erosion Anti-abuse Tax ("BEAT"), which is a minimum tax based on cross-border service payments by U.S. entities.

Our 2020 effective tax rate of 36.2% was high due to the $452 million net tax expense incurred in connection with the JDE Peet's transaction and 4 KDP share sales that occurred during 2020 (the related gains were reported as gains on equity method investments). Excluding these impacts, our effective tax rate was 22.8%, which reflects unfavorable provisions from U.S. tax reform and taxes on earnings from equity method investments (these earnings are reported separately on our consolidated statements of earnings and not within earnings before income taxes), largely offset by favorable impacts from the mix of pre-tax income in various non-U.S. jurisdictions and discrete net tax benefits of $119 million. The discrete net benefits were primarily driven by the $70 million net benefit from the release of the China valuation allowance and a $50 million net benefit from the release of liabilities for uncertain tax positions due to expirations of statutes of limitations and audit settlements in several jurisdictions.

Our 2019 effective tax rate of 0.1% was significantly impacted by the $769 million net deferred tax benefit related to Swiss tax reform in the third quarter of 2019. Excluding this impact, our 2019 effective tax rate was 22.4%, which reflects unfavorable provisions from U.S. tax reform and taxes on earnings from equity method investments (these earnings are reported separately on our consolidated statements of earnings and not within earnings before income taxes), largely offset by favorable impacts from the mix of pre-tax income in various non-U.S. jurisdictions and discrete net tax benefits of $176 million. The discrete net tax benefits were primarily driven by a $128 million net benefit from the release of liabilities for uncertain tax positions due to expirations of statutes of limitations and audit settlements in several jurisdictions.

Our 2018 effective tax rate of 27.2% was unfavorably impacted by net tax expenses from $128 million of discrete one-time events as well as unfavorable provisions within U.S. tax reform legislation and taxes on earnings from equity method investments (these earnings are reported separately on our consolidated statements of earnings and not within earnings before income taxes), partially offset by the favorable mix of pre-tax income in various non-U.S. tax jurisdictions. The discrete net tax expenses included a $192 million deferred tax expense related to a $778 million gain on the remaining unremitted foreign E&P, both netKDP transaction reported as a gain on equity method investment as well as $19 million expense from the final updates to the provisional impacts from U.S. tax reform reported as of 2017 year-end, partially offset by an $81 million benefit from favorable audit settlements and statutes of limitations in various jurisdictions.
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Tax effects of temporary differences that gave rise to deferred income tax assets and liabilities consisted of:
 As of December 31,
 20202019
 (in millions)
Deferred income tax assets:
Accrued postretirement and postemployment benefits$137 $150 
Accrued pension costs251 272 
Other employee benefits151 160 
Accrued expenses420 287 
Loss carryforwards648 589 
Tax credit carryforwards790 729 
Other535 438 
Total deferred income tax assets2,932 2,625 
Valuation allowance(1,277)(1,243)
Net deferred income tax assets$1,655 $1,382 
Deferred income tax liabilities:
Intangible assets, including impact from Swiss tax reform$(2,951)$(2,772)
Property, plant and equipment(747)(663)
Other(513)(559)
Total deferred income tax liabilities(4,211)(3,994)
Net deferred income tax liabilities$(2,556)$(2,612)

Our significant valuation allowances are in the U.S. and Switzerland. The U.S. valuation allowance relates to excess foreign tax credits. At this time, we have not yet gathered, prepared and analyzedcredits generated by the necessary information in sufficient detaildeemed repatriation under U.S. tax reform while the Swiss valuation allowance brings the allowed step-up of intangible assets recorded under Swiss tax reform to complete the complex calculations necessary to finalize the amount of our transition tax. We believe that our provisional calculations result in a reasonable estimate of the transition tax and related foreign tax credit, and as such have included those amounts in ouryear-end income tax provision. We do not believe that it is more likely than not that weto be realized.

At December 31, 2020, the Company has pre-tax loss carryforwards of $3,293 million, of which $332 million will realize the benefit of the estimated excess foreign tax credit carryforward created by the deemed repatriationexpire at various dates between 2021 and have thus recognized a full valuation allowance against this deferred tax asset. As we complete the analysis of accumulated foreign E&P and related foreign taxes paid on an entity by entity basis and finalize the amounts held in cash or other specified assets, we will update our provisional estimate of the transition tax and related foreign tax credit, including any excess credit carryforward2040 and the corresponding valuation allowance.

Our estimate of the deferred tax benefit due to the revaluation of our net U.S. deferred tax liabilities is also a provisional amount under the SEC’s guidance. Due to the newly enacted U.S. tax rate change, timing differences that are estimated balances as of the date of enactment andyear-end will result in changes to our estimate of the deferred rate change when those estimates are finalized with the filing of the 2017 income tax return. This is a result of the different federal income tax rates in effect for 2017 (35%) and 2018 (21%). Since many of theyear-end deferred tax balances include estimates of events that have not yet occurred such as payments expected toremaining $2,961 million can be made during 2018 but which are deductible on the 2017 tax return, these amounts cannot yet be known to finalize the impact of the tax rate change.

As a result of U.S. tax reform, we have changed our indefinite reinvestment assertion for most companies owned directly by our U.S. subsidiaries, and as such, we may need to accrue deferred taxes. As of year end, we have calculated the impact to accrue the deferred tax assets related to two entities where the deferred tax benefits are now expected to be realized in the foreseeable future. However, we do not have the necessary information gathered, prepared and analyzed to make a reasonable estimate of the impact of any remaining outside basis differences inherent in the rest of our foreign subsidiaries. We will gather the information necessary and compute the outside basis differences for those subsidiaries where we are no longer indefinitely reinvested and record any new deferred taxes as reasonable estimates are available. We estimate that thecarried forward indefinitely.


The unremitted earnings as of December 31, 20172020 in those subsidiaries where we expect to continue to be indefinitely reinvested is approximately $2$1.6 billion. It is impracticable for us to determine the amountWe currently have not recognized approximately $73 million of unrecognized deferred tax liabilities on these indefinitely reinvestedrelated to those unremitted earnings. Future tax law changes or changes in the needs of our non-U.S. subsidiaries could require us to recognize deferred tax liabilities on a portion, or all, of our accumulated earnings that were previously expected to beare currently indefinitely reinvested.

The legislation also establishes new provisions that will affect our 2018 results, including but not limited to, a reduction in the U.S. corporate tax rate on domestic operations; 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 IntangibleLow-Tax Income, or “GILTI”); a general elimination of U.S. federal income taxes on dividends 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.

While the new legislation generally eliminates U.S. federal income tax on dividends from foreign subsidiaries going forward, certain income earned by certain subsidiaries must be included currently in our U.S. taxable income under the new GILTI inclusion rules (as a result of U.S. expense allocation rules). Because of the complexity of the new GILTI tax rules, we are continuing to evaluate this provision of the legislation and the application of U.S. GAAP. Under U.S. GAAP, we are allowed to make an accounting policy election and either treat taxes due from GILTI as a current-period expense when they are incurred or factor such amounts into our measurement of deferred taxes. Our selection of an accounting policy with respect to the new GILTI rules will depend in part on analyzing our global income to determine whether we expect to have future U.S. inclusions in taxable income related to GILTI, and if so, what the impact is expected to be. We have not yet computed a reasonable estimate of the effect of this provision, and therefore, we have not made a policy decision regarding whether to record deferred taxes related to GILTI nor have we made any adjustments related to GILTI tax in ouryear-end financial statements.

Earnings/(losses) from continuing operations before income taxes and the provision for income taxes consisted of:

                                                      
   For the Years Ended December 31, 
   2017   2016   2015 
   (in millions) 

Earnings/(losses) from continuing operations
before income taxes:

      

United States

  $354   $(364  $43 

Outside United States

   2,770    1,818    7,841 
  

 

 

   

 

 

   

 

 

 

Total

  $3,124   $1,454   $7,884 
  

 

 

   

 

 

   

 

 

 

Provision for income taxes:

      

United States federal:

      

Current

  $1,322   $(227  $(90

Deferred

   (1,256   141    136 
  

 

 

   

 

 

   

 

 

 
   66    (86   46 

State and local:

      

Current

   33    7    6 

Deferred

   33    8    (3
  

 

 

   

 

 

   

 

 

 
   66    15    3 
  

 

 

   

 

 

   

 

 

 

Total United States

   132    (71   49 
  

 

 

   

 

 

   

 

 

 

Outside United States:

      

Current

   541    490    707 

Deferred

   15    (290   (163
  

 

 

   

 

 

   

 

 

 

Total outside United States

   556    200    544 
  

 

 

   

 

 

   

 

 

 

Total provision for income taxes

  $688   $129   $593 
  

 

 

   

 

 

   

 

 

 

We recorded anout-of-period adjustment of $14 million net expense in 2015 that had an immaterial impact on the annual provision for income taxes.

The effective income tax rate onpre-tax earnings differed from the U.S. federal statutory rate for the following reasons:

                                                      
   For the Years Ended December 31, 
   2017   2016   2015 

U.S. federal statutory rate

   35.0%    35.0%    35.0% 

Increase/(decrease) resulting from:

      

State and local income taxes, net of federal tax benefit
excluding IRS audit impacts

   0.8%    0.8%    (0.1)% 

Foreign rate differences

   (10.8)%    (18.6)%    (2.5)% 

Changes in judgment on realizability of deferred tax assets

   3.2%    –        –     

Reversal of other tax accruals no longer required

   (1.7)%    (7.7)%    (1.4)% 

Tax accrual on investment in Keurig

   2.7%    2.3%    –     

Excess tax benefits from equity compensation

   (1.2)%    –        –     

Tax legislation(non-U.S. tax reform)

   (2.7)%    (4.0)%    (0.5)% 

U.S. tax reform - deferred benefit from tax rate change

   (42.0)%    –        –     

U.S. tax reform - transition tax

   42.2%    –        –     

U.S. tax reform - changes in indefinite reinvestment assertion

   (2.0)%    –        –     

Gains on coffee business transactions and divestitures

   –        –        (26.9)% 

Business sales

   (0.9)%    –        –     

Loss on deconsolidation of Venezuela

   –        –        3.5% 

Non-deductible expenses

   0.4%    0.9%    0.3% 

Other

   (1.0)%    0.2%    0.1% 
  

 

 

   

 

 

   

 

 

 

Effective tax rate

   22.0%    8.9%    7.5% 
  

 

 

   

 

 

   

 

 

 

Our 2017 effective tax rate of 22.0% was favorably impacted by the mix ofpre-tax income in variousnon-U.S. tax jurisdictions and net tax benefits from $117 million of discreteone-time events, partially offset by an increase in domestic earnings as compared to the prior year. The discrete net tax benefits included the provisional net impact from U.S. tax reform discussed previously, favorable audit settlements and statutes of limitations in various jurisdictions, and the net reduction of our French and Belgian deferred tax liabilities resulting from tax legislation enacted during 2017 that reduced the corporate income tax rates in each country, partially offset by the addition of a valuation allowance in one of our Chinese entities.

Our 2016 effective tax rate of 8.9% was favorably impacted by the mix ofpre-tax income in variousnon-U.S. tax jurisdictions and net tax benefits from $161 million of discreteone-time events. The discrete net tax benefits related to favorable audit settlements and statutes of limitations in various jurisdictions and the net reduction of our U.K. and French deferred tax liabilities resulting from tax legislation enacted during 2016 that reduced the corporate income tax rates in each country.

Our 2015 effective tax rate of 7.5% was favorably impacted by theone-time third quarter sale of our coffee business that resulted in apre-tax gain of $6,809 million and $184 million of related tax expense, as well as $27 million of tax costs incurred to remit proceeds up from lower-tier foreign subsidiaries to allow cash to be redeployed within our retained foreign operations. The benefit of the third quarter transaction was partially offset by the tax costs associated with the sale of our interest in AGF in the first half of the year and the impact of deconsolidating our Venezuelan operations on December 31, 2015. Excluding the impacts of these transactions, our effective tax rate would have been 17.8%, reflecting favorable impacts from the mix ofpre-tax income in variousnon-U.S. tax jurisdictions and net tax benefits from $119 million of discreteone-time events. The remaining discreteone-time events primarily related to favorable tax audit settlements and expirations of statutes of limitations in several jurisdictions and the net reduction of U.K. deferred tax liabilities resulting from tax legislation enacted during 2015 that reduced the U.K. corporate income tax rate.

The tax effects of temporary differences that gave rise to deferred income tax assets and liabilities consisted of the following:

                                    
   As of December 31, 
   2017   2016 
   (in millions) 

Deferred income tax assets:

    

Accrued postretirement and postemployment benefits

  $191   $214 

Accrued pension costs

   313    370 

Other employee benefits

   155    237 

Accrued expenses

   269    379 

Loss carryforwards

   773    619 

Tax credit carryforwards

   370    —   

Other

   342    331 
  

 

 

   

 

 

 

Total deferred income tax assets

   2,413    2,150 
  

 

 

   

 

 

 

Valuation allowance

   (853   (310
  

 

 

   

 

 

 

Net deferred income tax assets

  $1,560   $1,840 
  

 

 

   

 

 

 

Deferred income tax liabilities:

    

Intangible assets

  $(3,977  $(5,174

Property, plant and equipment

   (452   (557

Other

   (188   (472
  

 

 

   

 

 

 

Total deferred income tax liabilities

   (4,617   (6,203
  

 

 

   

 

 

 

Net deferred income tax liabilities

  $(3,057  $(4,363
  

 

 

   

 

 

 

Our significant valuation allowances are in the U.S., Mexico, China and Ireland. The U.S. valuation allowance relates to excess foreign tax credits generated by the deemed repatriation under U.S. tax reform. The valuation allowance in China results from a change in judgment as to the realizability of one of our Chinese entity’s deferred tax assets. The Mexico and Ireland valuation allowances relate to loss carryforwards where we do not currently expect to generate gains of the proper character to utilize the carryforwards in the future.

At December 31, 2017, the Company haspre-tax loss carryforwards of $4,060 million, of which $1,105 million will expire at various dates between 2018 and 2037 and the remaining $2,955 million can be carried forward indefinitely.

The changes in our unrecognized tax benefits were:

                                                      
  For the Years Ended December 31, 
  2017   2016   2015  For the Years Ended December 31,
  (in millions)  202020192018
(in millions)

January 1

  $610   $756   $852 January 1$426 $516 $579 

Increases from positions taken during prior periods

   33    18    34 Increases from positions taken during prior periods35 27 36 

Decreases from positions taken during prior periods

   (93   (123   (74Decreases from positions taken during prior periods(17)(35)(43)

Increases from positions taken during the current period

   64    90    84 Increases from positions taken during the current period48 50 57 

Decreases relating to settlements with taxing authorities

   (54   (75   (13Decreases relating to settlements with taxing authorities(27)(64)(45)

Reductions resulting from the lapse of the applicable
statute of limitations

   (29   (43   (41
Reductions resulting from the lapse of the applicable
statute of limitations
(29)(64)(31)

Currency/other

   48    (13   (86Currency/other(4)(37)
  

 

   

 

   

 

 

December 31

  $579   $610   $756 December 31$442 $426 $516 
  

 

   

 

   

 

 


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As of January 1, 2017,2020, our unrecognized tax benefits were $610$426 million. If we had recognized all of these benefits, the net impact on our income tax provision would have been $549$364 million. Our unrecognized tax benefits were $579$442 million at December 31, 2017,2020, and if we had recognized all of these benefits, the net impact on our income tax provision would have been $524$369 million. Within the next 12 months, our unrecognized tax benefits could increase by approximately $40$30 million due to unfavorable audit developments or decrease by approximately $150$70 million due to audit settlements and the expiration of statutes of limitations in various jurisdictions. We include accrued interest and penalties related to uncertain tax positions in our tax provision. We had accrued interest and penalties of $189$170 million as of January 1, 20172020 and $212$170 million as of December 31, 2017.2020. Our 20172020 provision for income taxes included $26$11 million expense for interest and penalties.


Our income tax filings are regularly examined by federal, state andnon-U.S. tax authorities. Our 2013-2015 U.S. federal, income tax filings are currently under examination by the IRS. U.S. state andnon-U.S. jurisdictions have statutes of limitations generally ranging from three to five years; however, these statutes are often extended by mutual agreement with the tax authorities. YearsThe earliest year still open to examination by U.S. federal and state tax authorities is 2016 and years still open to examination by non-U.S. tax authorities in major jurisdictions include (earliest open tax year in parentheses): Brazil (2012), China (2007)(2010), France (2014)(2015), India (2005), Italy (2012) and the United Kingdom (2015) and Switzerland (2014).


Note 15.17. Earnings Perper Share


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

                                                      
  For the Years Ended December 31, 
  2017   2016   2015  For the Years Ended December 31,
  (in millions, except per share data)  202020192018
(in millions, except per share data)

Net earnings

  $2,936   $1,669   $7,291 Net earnings$3,569 $3,944 $3,331 

Noncontrolling interest (earnings)

   (14   (10   (24
  

 

   

 

   

 

 
Noncontrolling interest earningsNoncontrolling interest earnings(14)(15)(14)

Net earnings attributable to Mondelēz International

  $2,922   $1,659   $7,267 Net earnings attributable to Mondelēz International$3,555 $3,929 $3,317 
  

 

   

 

   

 

 

Weighted-average shares for basic EPS

   1,513    1,556    1,618 Weighted-average shares for basic EPS1,431 1,445 1,472 

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

   18    17    19 Plus incremental shares from assumed conversions
of stock options and long-term incentive plan shares
10 13 14 
  

 

   

 

   

 

 

Weighted-average shares for diluted EPS

   1,531    1,573    1,637 Weighted-average shares for diluted EPS1,441 1,458 1,486 
  

 

   

 

   

 

 

Basic earnings per share attributable to
Mondelēz International

  $1.93   $1.07   $4.49 Basic earnings per share attributable to
Mondelēz International
$2.48 $2.72 $2.25 
  

 

   

 

   

 

 

Diluted earnings per share attributable to
Mondelēz International

  $1.91   $1.05   $4.44 Diluted earnings per share attributable to
Mondelēz International
$2.47 $2.69 $2.23 
  

 

   

 

   

 

 


We exclude antidilutive Mondelēz International stock options from our calculation of weighted-average shares for diluted EPS. We excluded antidilutive stock options and long-term incentive plan shares of 8.53.6 million for the year ended December 31, 2017, 7.82020, 5.2 million for the year ended December 31, 20162019 and 5.111.6 million for the year ended December 31, 2015.

2018.

Note 16.18. 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 inacross our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions.

Historically, we have recorded income from equity method investments within our


Our operations and management structure are organized into 4 operating income as these investments were partsegments:
Latin America
AMEA
Europe
North America

124

Table of our base business. Beginning in the third quarter of 2015, to align with the accounting for our new coffee equity method investment in JDE, we began to record the earnings from our equity method investments in equity method investment earnings outside of segment operating income. For the six months ended December 31, 2015,after-tax equity method investment net earnings were less than $1 million on a combined basis. Earnings from equity method investments through July 2, 2015 recorded within segment operating income were $52 million in AMEA and $4 million in North America. See Note 1,Summary of Significant Accounting Policies – Principles of Consolidation,and Note 2,Divestitures and Acquisitions,for additional information.

In 2015, we also began to report stock-based compensation for our corporate employees within general corporate expenses that were reported within our North America region. We reclassified $32 million of corporate stock-based compensation expense in 2015 from the North America segment to general corporate expenses.

Contents

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), amortization of intangibles,intangible assets, gains and losses on divestitures loss on deconsolidation of Venezuela and acquisition-related costs (which are a component of selling, general and administrative expenses) 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, reflecting our current segment structure for all periods presented, were:

                                                      
  For the Years Ended December 31, 
  2017   2016   2015  For the Years Ended December 31,
  (in millions)  202020192018
(in millions)

Net revenues:

      Net revenues:

Latin America(1)

  $3,566   $3,392   $4,988 

AMEA(2)

   5,739    5,816    6,002 

Europe(2)

   9,794    9,755    11,672 
Latin AmericaLatin America$2,477 $3,018 $3,202 
AMEAAMEA5,740 5,770 5,729 
EuropeEurope10,207 9,972 10,122 

North America

   6,797    6,960    6,974 North America8,157 7,108 6,885 
  

 

   

 

   

 

 

Net revenues

  $25,896   $25,923   $29,636 Net revenues$26,581 $25,868 $25,938 
  

 

   

 

   

 

 

(1)Net revenues of $1,217 million for 2015 from our Venezuelan subsidiaries are included in our consolidated financial statements. Beginning in 2016, we account for our Venezuelan subsidiaries using the cost method of accounting and no longer include net revenues of our Venezuelan subsidiaries within our consolidated financial statements. Refer to Note 1,Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting: Venezuela,for more information.
(2)On July 2, 2015, we contributed our global coffee businesses primarily from our Europe and AMEA segments. Net revenues of our global coffee business were $1,561 million in Europe and $66 million in AMEA for the year ended December 31, 2015. Refer to Note 2,Divestitures and Acquisitions – JDE Coffee Business Transactions, for more information.

                                                      
  For the Years Ended December 31, 
  2017   2016   2015 
  (in millions) 

Earnings before income taxes:

      Earnings before income taxes:

Operating income:

      Operating income:

Latin America

  $565   $271   $485 Latin America$189 $341 $410 

AMEA

   516    506    389 AMEA821 691 702 

Europe

   1,680    1,267    1,350 Europe1,775 1,732 1,734 

North America

   1,120    1,078    1,105 North America1,587 1,451 849 

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

   (96   (94   96 
Unrealized gains/(losses) on hedging activities
(mark-to-market impacts)
Unrealized gains/(losses) on hedging activities
(mark-to-market impacts)
16 91 141 

General corporate expenses

   (287   (291   (383General corporate expenses(326)(330)(335)

Amortization of intangibles

   (178   (176   (181

Net gain on divestitures

   186    9    6,822 

Loss on deconsolidation of Venezuela

           (778
Amortization of intangible assetsAmortization of intangible assets(194)(174)(176)
Net gain on divestitureNet gain on divestiture44 

Acquisition-related costs

       (1   (8Acquisition-related costs(15)(3)(13)
  

 

   

 

   

 

 

Operating income

   3,506    2,569    8,897 Operating income3,853 3,843 3,312 
Benefit plan non-service incomeBenefit plan non-service income138 60 50 

Interest and other expense, net

   (382   (1,115   (1,013Interest and other expense, net(608)(456)(520)
  

 

   

 

   

 

 

Earnings before income taxes

  $3,124   $1,454   $7,884 Earnings before income taxes$3,383 $3,447 $2,842 
  

 

   

 

   

 

 


No single customer accounted for 10% or more of our net revenues from continuing operations in 2017.2020. Our five largest customers accounted for 15.6%17.5% and our ten largest customers accounted for 21.4%24.0% of net revenues from continuing operations in 2017.

2020.


Items impacting our segment operating results are discussed in Note 1,Summary of Significant Accounting Policies, including the Venezuela deconsolidation and currency devaluation, Note 2,DivestituresAcquisitions and Acquisitions,Divestitures, Note 4,Property, Plant and Equipment,Note 5,6, Goodwill and Intangible Assets,Note 6,2014-2018 8, Restructuring Program, and Note 12,14, Commitments and Contingencies. Also see Note 7,9, Debt and Borrowing Arrangements, and Note 8,10, Financial Instruments, for more information on our interest and other expense, net for each period.


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Total assets, depreciation expense and capital expenditures by segment, reflecting our current segment structure for all periods presented, were:

                                                      
   For the Years Ended December 31, 
   2017   2016   2015 
   (in millions)
 

Total assets:

      

Latin America

  $4,948   $5,156   $4,673 

AMEA

   9,883    10,031    10,460 

Europe

   21,611    19,934    21,026 

North America

   20,709    20,694    21,175 

Equity method investments

   6,345    5,585    5,387 

Unallocated assets and adjustments(1)

   (387   138    122 
  

 

 

   

 

 

   

 

 

 

Total assets

  $63,109   $61,538   $62,843 
  

 

 

   

 

 

   

 

 

 
 For the Years Ended December 31,
 202020192018
 (in millions)
Total assets:
Latin America (1)
$4,181 $4,716 $4,699 
AMEA (1)
9,997 9,740 9,571 
Europe (1)
21,442 20,354 19,426 
North America (1)
23,297 21,637 21,015 
Equity method investments6,036 7,178 7,012 
Unallocated assets and adjustments (2)
2,857 890 895 
Total assets$67,810 $64,515 $62,618 

(1)Unallocated assets consist primarily of cash and cash equivalents, deferred income taxes, centrally held property, plant and equipment, prepaid pension assets and derivative financial instrument balances. Final adjustments for jurisdictional netting of deferred tax assets and liabilities is done at a consolidated level.

                                                      
   For the Years Ended December 31, 
   2017   2016   2015 
   (in millions)
 

Depreciation expense:

      

Latin America

  $107   $92   $94 

AMEA

   157    161    155 

Europe

   239    253    299 

North America

   135    141    165 
  

 

 

   

 

 

   

 

 

 

Total depreciation expense

  $638   $647   $713 
  

 

 

   

 

 

   

 

 

 

                                                      
   For the Years Ended December 31, 
   2017   2016   2015 
   (in millions)
 

Capital expenditures:

      

Latin America

  $226   $321   $354 

AMEA

   280    349    381 

Europe

   278    294    517 

North America

   230    260    262 
  

 

 

   

 

 

   

 

 

 

Total capital expenditures

  $1,014   $1,224   $1,514 
  

 

 

   

 

 

   

 

 

 
(1)Segment assets do not reflect outstanding intercompany asset balances as intercompany accounts have been eliminated at a segment level.

(2)Unallocated assets consist primarily of cash and cash equivalents, deferred income taxes, centrally held property, plant and equipment, prepaid pension assets and derivative financial instrument balances. Final adjustments for jurisdictional netting of deferred tax assets and liabilities is done at a consolidated level.
 For the Years Ended December 31,
 202020192018
 (in millions)
Depreciation expense (1):
Latin America$101 $105 $97 
AMEA159 164 159 
Europe238 238 248 
North America154 138 131 
Total depreciation expense$652 $645 $635 

(1)Includes depreciation expense related to owned property, plant and equipment. Does not include amortization of intangible assets or leased assets. Refer to the consolidated statement of cash flows for 2020 for total depreciation and amortization expenses.
 For the Years Ended December 31,
 202020192018
 (in millions)
Capital expenditures:
Latin America$219 $197 $261 
AMEA177 244 277 
Europe295 297 326 
North America172 187 231 
Total capital expenditures$863 $925 $1,095 
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Geographic data for net revenues (recognized in the countries where products are sold)sold from) and long-lived assets, excluding deferred tax,taxes, goodwill, intangible assets and equity method investments, were:

                                             ��        
  For the Years Ended December 31, 
  2017   2016   2015  For the Years Ended December 31,
  (in millions)  202020192018
(in millions)

Net revenues:

      Net revenues:

United States

  $6,275   $6,329   $6,302 United States$7,130 $6,625 $6,401 

Other

   19,621    19,594    23,334 Other19,451 19,243 19,537 
  

 

   

 

   

 

 

Total net revenues

  $25,896   $25,923   $29,636 Total net revenues$26,581 $25,868 $25,938 
  

 

   

 

   

 

 

                                                      
   As of December 31, 
   2017   2016   2015 
   (in millions) 

Long-lived assets:

      

United States

  $1,468   $1,508   $1,551 

Other

   7,733    7,229    7,238 
  

 

 

   

 

 

   

 

 

 

Total long-lived assets

  $9,201   $8,737   $8,789 
  

 

 

   

 

 

   

 

 

 

 As of December 31,
 202020192018
 (in millions)
Long-lived assets:
United States$1,956 $1,806 $1,481 
Other8,672 8,370 7,539 
Total long-lived assets$10,628 $10,176 $9,020 

No individual country within Other exceeded 10% of our net revenues or long-lived assets for all periods presented.


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Table of Contents
Net revenues by product category, reflecting our current segment structure for all periods presented, were:

                                                                                          
  For the Year Ended December 31, 2017 
  Latin
America(1)
   AMEA   Europe   North
America
   Total(1)  For the Year Ended December 31, 2020
  (in millions)  Latin
America
AMEAEuropeNorth
America
Total
(in millions)

Biscuits

  $779   $1,634   $2,880   $5,479   $10,772 Biscuits$668 $2,039 $3,035 $7,024 $12,766 

Chocolate

   862    2,011    4,933    293    8,099 Chocolate610 2,025 5,291 253 8,179 

Gum & Candy

   919    919    775    1,025    3,638 Gum & Candy474 696 612 880 2,662 

Beverages

   665    569    121        1,355 Beverages403 544 102 1,049 

Cheese & Grocery

   341    606    1,085        2,032 Cheese & Grocery322 436 1,167 1,925 
  

 

   

 

   

 

   

 

   

 

 

Total net revenues

  $3,566   $5,739   $9,794   $6,797   $25,896 Total net revenues$2,477 $5,740 $10,207 $8,157 $26,581 
  

 

   

 

   

 

   

 

   

 

 

                                                                                          
  For the Year Ended December 31, 2016 
  Latin
America(1)
   AMEA   Europe   North
America
   Total(1)  For the Year Ended December 31, 2019
  (in millions)  Latin
America
AMEAEuropeNorth
America
Total
(in millions)

Biscuits

  $734   $1,588   $2,703   $5,565   $10,590 Biscuits$708 $1,844 $2,998 $5,888 $11,438 

Chocolate

   743    1,901    4,840    255    7,739 Chocolate710 2,082 5,119 247 8,158 

Gum & Candy

   938    953    916    1,140    3,947 Gum & Candy823 861 698 973 3,355 

Beverages

   657    611    177        1,445 Beverages452 546 97 1,095 

Cheese & Grocery

   320    763    1,119        2,202 Cheese & Grocery325 437 1,060 1,822 
  

 

   

 

   

 

   

 

   

 

 

Total net revenues

  $3,392   $5,816   $9,755   $6,960   $25,923 Total net revenues$3,018 $5,770 $9,972 $7,108 $25,868 
  

 

   

 

   

 

   

 

   

 

 

                                                                                          
  For the Year Ended December 31, 2015 
  Latin
America(1)
   AMEA   Europe(3)   North
America
   Total(1)  For the Year Ended December 31, 2018
  (in millions)  Latin
America
AMEAEuropeNorth
America
Total
(in millions)

Biscuits

  $1,605   $1,539   $2,680   $5,569   $11,393 Biscuits$727 $1,724 $3,127 $5,607 $11,185 

Chocolate

   840    1,928    5,050    256    8,074 Chocolate747 2,080 5,083 267 8,177 

Gum & Candy

   1,091    1,003    1,015    1,149    4,258 Gum & Candy865 879 736 1,011 3,491 

Beverages(2)

   767    730    1,763        3,260 
BeveragesBeverages533 553 98 1,184 

Cheese & Grocery

   685    802    1,164        2,651 Cheese & Grocery330 493 1,078 1,901 
  

 

   

 

   

 

   

 

   

 

 

Total net revenues

  $4,988   $6,002   $11,672   $6,974   $29,636 Total net revenues$3,202 $5,729 $10,122 $6,885 $25,938 
  

 

   

 

   

 

   

 

   

 

 

(1)In 2015, our consolidated net revenues included Venezuela net revenues of $763 million in biscuits, $340 million in cheese & grocery, $66 million in gum & candy and $48 million in beverages. Following the deconsolidation of our Venezuela operations at the end of 2015, our 2016 and 2017 consolidated net revenues no longer include the net revenues of our Venezuelan subsidiaries. Refer to Note 1,Summary of Significant Accounting PoliciesCurrency Translation and Highly Inflationary Accounting: Venezuela, for more information.
(2)On July 2, 2015, we contributed our global coffee businesses primarily from our Europe and AMEA segment beverage categories. Net revenues of our global coffee business were $1,561 million in Europe and $66 million in AMEA for the year ended December 31, 2015. Refer to Note 2,Divestitures and Acquisitions – JDE Coffee Business Transactions, for more information.
(3)During 2016, we realigned some of our products across product categories primarily within our Europe segment and as such, we reclassified the product category net revenues on a basis consistent with the 2016 presentation.


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Table of Contents
Note 17.19. Quarterly Financial Data (Unaudited)


Our summarized operating results by quarter are detailed below.

                                                                        
   2017 Quarters 
   First   Second   Third   Fourth 
   (in millions, except per share data) 

Net revenues

  $6,414   $5,986   $6,530   $6,966 

Gross profit

   2,525    2,324    2,552    2,664 

Provision for income taxes

   (154   (84   (272   (178

Gain on equity method investment transactions

               40 

Equity method investment net earnings

   66    67    103    224 

Net earnings(1)

  $633   $500   $993   $810 

Noncontrolling interest

   (3   (2   (1   (8
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings attributable to Mondelēz International

  $630   $498   $992   $802 
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares for basic EPS

   1,529    1,519    1,507    1,497 

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

   21    20    17    16 
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares for diluted EPS

   1,550    1,539    1,524    1,513 
  

 

 

   

 

 

   

 

 

   

 

 

 

Per share data:

        

Basic EPS attributable to Mondelēz International:

  $0.41   $0.33   $0.66   $0.54 
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted EPS attributable to Mondelēz International:

  $0.41   $0.32   $0.65   $0.53 
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends declared

  $0.19   $0.19   $0.22   $0.22 

Market price - high

  $45.48   $47.23   $44.48   $43.98 

             - low

  $41.30   $42.92   $40.04   $39.19 

                                                                        
   2016 Quarters 
   First   Second   Third   Fourth 
   (in millions, except per share data) 

Net revenues

  $6,455   $6,302   $6,396   $6,770 

Gross profit

   2,535    2,516    2,488    2,589 

Provision for income taxes

   (49   (118   (40   78 

Gain on equity method investment transactions

   43             

Equity method investment net earnings

   85    102    31    83 

Net earnings(1)

  $557   $471   $548   $93 

Noncontrolling interest

   (3   (7        
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings attributable to Mondelēz International

  $554   $464   $548   $93 
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares for basic EPS

   1,569    1,557    1,557    1,540 

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

   18    19    19    19 
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares for diluted EPS

   1,587    1,576    1,576    1,559 
  

 

 

   

 

 

   

 

 

   

 

 

 

Per share data:

        

Basic EPS attributable to Mondelēz International:

  $0.35   $0.30   $0.35   $0.06 
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted EPS attributable to Mondelēz International:

  $0.35   $0.29   $0.35   $0.06 
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends declared

  $0.17   $0.17   $0.19   $0.19 

Market price - high

  $44.45   $45.75   $46.36   $46.40 

             - low

  $35.88   $39.53   $41.96   $40.50 

(1)See the following table for significant items that affected the comparability of earnings each quarter.

 2020 Quarters
 
First (1)
SecondThirdFourth
 (in millions, except per share data)
Net revenues$6,707 $5,911 $6,665 $7,298 
Gross profit2,451 2,331 2,792 2,872 
Income tax (provision)/benefit(148)(341)(391)(344)
Gain/(loss) on equity method investment transactions71 121 345 452 
Equity method investment net earnings121 106 84 110 
Net earnings743 545 1,122 1,159 
Noncontrolling interest(7)(1)(3)(3)
Net earnings attributable to Mondelēz International$736 $544 $1,119 $1,156 
Weighted-average shares for basic EPS1,434 1,431 1,432 1,429 
Plus incremental shares from assumed conversions of
stock options and long-term incentive plan shares
11 10 10 
Weighted-average shares for diluted EPS1,445 1,439 1,442 1,439 
Per share data:
Basic EPS attributable to Mondelēz International:$0.51 $0.38 $0.78 $0.81 
Diluted EPS attributable to Mondelēz International:$0.51 $0.38 $0.78 $0.80 
Dividends declared$0.285 $0.285 $0.315 $0.315 
 
2019 Quarters (1)
 FirstSecondThirdFourth
 (in millions, except per share data)
Net revenues$6,538 $6,062 $6,355 $6,913 
Gross profit2,593 2,469 2,516 2,759 
Income tax (provision)/benefit (2)
(189)(216)633 (230)
Gain/(loss) on equity method investment transactions23 (25)
Equity method investment net earnings166 109 114 112 
Net earnings973 804 1,431 736 
Noncontrolling interest(6)(1)(5)(3)
Net earnings attributable to Mondelēz International$967 $803 $1,426 $733 
Weighted-average shares for basic EPS1,449 1,445 1,445 1,441 
Plus incremental shares from assumed conversions of
stock options and long-term incentive plan shares
12 13 13 12 
Weighted-average shares for diluted EPS1,461 1,458 1,458 1,453 
Per share data:
Basic EPS attributable to Mondelēz International:$0.67 $0.56 $0.99 $0.51 
Diluted EPS attributable to Mondelēz International:$0.66 $0.55 $0.98 $0.50 
Dividends declared$0.26 $0.26 $0.285 $0.285 

(1)During the second quarter of 2020, we changed to reporting JDE Peet's earnings on a quarter lag basis and we recast all prior periods presented on the same basis. Please see Note 7, Equity Method Investments, for more information.
(2)The third quarter of 2019 was significantly impacted by the $769 million net deferred tax benefit related to Swiss tax reform. Refer to Note 16, Income Taxes, for more information.

Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amounts may not equal the total for the year.

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During 20172020 and 2016,2019, we recorded the followingpre-tax (charges)/gainsbenefits in earnings from continuing operations:

                                                                        
   2017 Quarters 
   First   Second   Third   Fourth 
   (in millions) 

Asset impairment and exit costs

  $(166  $(187  $(183  $(120

Net gain on divestitures

       (3   187    2 

Divestiture-related costs

   (19   (9   2    (8

Loss on early extinguishment of
debt and related expenses

       (11        

Benefits from the resolution of tax matters

   58        215    8 
  

 

 

   

 

 

   

 

 

   

 

 

 
  $(127  $(210  $221   $(118
  

 

 

   

 

 

   

 

 

   

 

 

 
   2016 Quarters 
   First   Second   Third   Fourth 
   (in millions) 

Asset impairment and exit costs

  $(154  $(166  $(190  $(342

Divestiture-related costs

       (84       (2

Loss related to interest rate swaps

   (97            

Loss on early extinguishment of
debt and related expenses

               (427
  

 

 

   

 

 

   

 

 

   

 

 

 
  $(251  $(250  $(190  $(771
  

 

 

   

 

 

   

 

 

   

 

 

 
 2020 Quarters
 FirstSecondThirdFourth
 (in millions)
Asset impairment and exit costs$(15)$(115)$(123)$(48)
Impact from pension participation changes(3)(3)(3)(2)
Impact from the resolution of tax matters48 
Loss related to interest rate swaps(103)
Loss on debt extinguishment(185)
Gain on equity method investment transactions71 121 345 452 
$(50)$$219 $265 

 2019 Quarters
 FirstSecondThirdFourth
 (in millions)
Asset impairment and exit costs$(20)$(15)$(134)$(59)
Net gain on divestiture41 
Impact from pension participation changes35 (3)(3)
Impact from the resolution of tax matters(85)
Loss related to interest rate swaps(111)
Gain/(loss) on equity method investment transactions23 (25)
$$36 $(245)$(147)

Items impacting our operating results are discussed in Note 1,Summary of Significant Accounting Policies, including the Venezuela deconsolidation Note 2, Acquisitions and currency devaluations, Note 2,Divestitures and Acquisitions, Note 5,6, Goodwill and Intangible Assets, Note 6,2014-2018 7, Equity Method Investments, Note 8, Restructuring Program,and Note 7,9, Debt and Borrowing Arrangements, Note 10, Financial Instruments, Note 11, Benefit Plans, and Note 14, Commitments and Contingencies – Tax Matters.


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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.


None.


Item 9A. 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 December 31, 2017.2020. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2017.

2020.


Report of Management on Internal Control Over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined inRules 13a-15(f) and15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those written policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;
provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017.2020. Management based this assessment on criteria for effective internal control over financial reporting described inInternal Control Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

The scope of Management’s assessment of internal control over financial reporting excludes 0.4% of the Company’s consolidated total assets and 1% of the Company’s consolidated net revenues related to Give & Go, which was acquired on April 1, 2020.


Based on this assessment, management concluded that the Company’s internal control over financial reporting is effective as of December 31, 2017,2020, based on the criteria inInternal Control Integrated Framework issued by the COSO.


PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2017,2020, as stated in their report that appears under Item 8.


February 9, 2018

5, 2021


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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 December 31, 2017. During the fourth quarter2020. Many of 2017, due to the malware incident, we continued to add supplemental information technologyour employees and internal controls over financial reporting. Additionally, wethose of our outsourcing partners and other accounting service providers 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 someremotely as a significant number of our transactional data processing as well as financial and employee services for a number of countries across Europe and AMEAtheir offices were closed in response to three outsourced partners and/or internal service centers. 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.COVID-19 outbreak. There were no other changes in our internal control over financial reporting during the quarter ended December 31, 2017,2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Item 9B. Other Information.


None.

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PART III


Item 10.   Directors, Executive Officers and Corporate Governance.


Information required by this Item 10 is included under the heading “Executive Officers of the Registrant”“Information about our Executive Officers” in Part I, Item 1 of this Form10-K, as well as under the headings “Election of Directors,” “Corporate Governance – Governance Guidelines,” “Corporate Governance – Codes of Conduct,” “Board Committees and Membership – Audit Committee” and “Ownership of Equity Securities –if applicable, "Delinquent Section 16(a) Beneficial Ownership Reporting Compliance”Reports" in our definitive Proxy Statement for our Annual Meeting of Shareholders scheduled to be held on May 16, 201819, 2021 (“20182021 Proxy Statement”). All of this information from the 20182021 Proxy Statement is incorporated by reference into this Annual Report.


The information on our web site is not, and shall not be deemed to be, a part of this Annual Report or incorporated into any other filings we make with the SEC.


Item 11.   Executive Compensation.


Information required by this Item 11 is included under the headings “Board Committees and Membership – Human Resources and Compensation Committee,” “Compensation ofNon-Employee Directors,” “Compensation Discussion and Analysis,” “Executive Compensation Tables” andTables,” “Human Resources and Compensation Committee Report for the Year Ended December 31, 2017”2020” and "CEO Pay Ratio" in our 20182021 Proxy Statement. All of this information is incorporated by reference into this Annual Report.


Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.


The number of shares to be issued upon exercise or vesting of grants issued under, and the number of shares remaining available for future issuance under, our equity compensation plans at December 31, 20172020 were:


Equity Compensation Plan Information

                                                      
           Number of Securities 
          Remaining Available for 
  Number of Securities to       Future Issuance under 
  be Issued Upon Exercise   Weighted Average   Equity Compensation 
  of Outstanding   Exercise Price of   Plans (excluding 
   Options, Warrants   Outstanding Options,   securities reflected 
   and Rights (1)   Warrants and Rights (2)   in column (a)) (3) 
   (a)   (b)   (c) 

Equity compensation plans
approved by security holders

   55,850,812   $29.92    67,170,082 
  

 

 

   

 

 

   

 

 

 
Number of Securities to
be Issued Upon Exercise
of Outstanding
Options, Warrants
and Rights (1)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights (2)
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
securities reflected
in column (a)) (3)
(a)(b)(c)
Equity compensation plans
approved by security holders
32,642,113 $39.51 53,167,179 

(1)Includes outstanding options, deferred stock and performance share units and excludes restricted stock.
(2)Weighted average exercise price of outstanding options only.
(3)Shares available for grant under our Amended and Restated 2005 Performance Incentive Plan.

(1)Includes outstanding options, deferred stock units and performance share units and excludes restricted stock.
(2)Weighted average exercise price of outstanding options only.
(3)Shares available for grant under our Amended and Restated 2005 Performance Incentive Plan.

Information related to the security ownership of certain beneficial owners and management is included in our 20182021 Proxy Statement under the heading “Ownership of Equity Securities” and is incorporated by reference into this Annual Report.


Item 13.   Certain Relationships and Related Transactions, and Director Independence.


Information required by this Item 13 is included under the headings “Corporate Governance – Director Independence” and “Corporate Governance – Review of Transactions with Related Persons” in our 20182021 Proxy Statement. All of this information is incorporated by reference into this Annual Report.


Item 14.   Principal Accountant Fees and Services.


Information required by this Item 14 is included under the heading “Board Committees and Membership – Audit Committee” in our 20182021 Proxy Statement. All of this information is incorporated by reference into this Annual Report.

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PART IV


Item 15. Exhibits and Financial Statement Schedules.

(a)Index to Consolidated Financial Statements and Schedules
(a)Index to Consolidated Financial Statements and Schedules

Page

61

63

64

65

66

67

68

S-1
S-1


Schedules other than those listed above have been omitted either because such schedules are not required or are not applicable.

(b)The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
(b)The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:

2.1
    2.1
2.2
    2.2
2.3
    2.3
2.4
    2.4Addendum to the Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property, by and among Intercontinental Great Brands, LLC Kraft Foods Global Brands LLC, Mondelēz UK LTD, Kraft Foods R&D Inc. and Kraft Foods Group Brands LLC, dated May 9, 2017 (incorporated by reference to Exhibit 2.2 to the Registrant’s Quarterly Report onForm 10-Q filed with the SEC on August 2, 2017).
    2.5
2.5
    2.6
2.6
    2.7
2.7
    2.8

2.8
3.1
    3.1
3.2
    3.2
4.1

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    4.14.2The Registrant agrees to furnish to the SEC upon request copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries.
4.3
    4.2
4.4
    4.3
4.5
    4.4
4.6
    4.54.7
4.8
4.9
  10.1
4.10
  10.2
4.11
10.1
10.2
  10.3
10.3
10.4
10.5
  10.5
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Table of Contents
10.6
10.7
  10.710.8
10.9

10.10
  10.8Shareholders’ Agreement Relating to Maple Parent Holdings Corp. by and among Maple Holdings II B.V., Mondelēz International Holdings LLC and Maple Parent Holdings Corp., dated March 27, 2016 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report onForm 10-Q filed with the SEC on April 28, 2016).**
  10.9
10.11
  10.10
10.12
  10.11
10.13
10.14
  10.1210.15
10.16
10.17
  10.1310.18
  10.14Mondelēz International, Inc. Long-Term Incentive Plan, restated as of October  2, 2012Agreement (incorporated by reference to Exhibit 10.910.4 to the Registrant’s AnnualQuarterly Report onForm 10-K10-Q filed with the SEC on February 25, 2013)May 2, 2018).+
10.19
  10.1510.20
10.21
10.22
  10.1610.23

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Table of Contents
  10.1710.24
10.25
10.26
  10.18
10.27
  10.19
10.28
  10.20
10.29
  10.21
10.30
  10.22

10.31
  10.23
10.32
  10.24
10.33
  10.25
10.34
  10.26Offer of Employment Letter, between the Registrant and Irene B. Rosenfeld, dated June  22, 2006 (incorporated by reference to Exhibit 10.29 to the Registrant’s Quarterly Report onForm 10-Q filed with the SEC on August 8, 2006).+
  10.27Amendment to Offer of Employment Letter, between the Registrant and Irene B. Rosenfeld, amended as of December  31, 2008 (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report onForm 10-K filed with the SEC on February 27, 2009).+
  10.28Offer of Employment Letter, between the Registrant and Daniel P. Myers, dated June  20, 2011 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report onForm 10-Q filed with the SEC on November 4, 2011).+
  10.29Offer of Employment Letter, between Mondelēz Global LLC and Brian T. Gladden, dated September  26, 2014 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report onForm 8-K filed with the SEC on October 9, 2014).+
  10.30Offer of Employment Letter, between Mondelēz Global LLC and Roberto de Oliveira Marques, dated February  20, 2015 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form10-Q filed with the SEC on April 30, 2015).+
  10.31
10.35
  10.32
10.36
10.37
10.38
  10.33
10.39
  10.34
10.40
  10.3510.41
10.42
10.43
  10.36

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Table of Contents
  10.3710.44
21.1
  12.1Computation of Ratios of Earnings to Fixed Charges.
  21.1

23.1
  23.1
31.1
  31.1
31.2
  31.2
32.1
  32.1
101
101.1The following materials from Mondelēz International’s Annual Report on Form10-K for the fiscal year ended December 31, 2017,2020, formatted in XBRL (eXtensibleiXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Earnings, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.
104
The cover page from Mondelēz International’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, formatted in Inline XBRL (included as Exhibit 101).

 *Upon request, Mondelēz International, Inc. agrees to furnish to the U.S. Securities and Exchange Commission, on a supplemental basis, a copy of any omitted schedule or exhibit to such agreement.

 ***Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and have been separately filed with the SEC.

 ++Indicates a management contract or compensatory plan or arrangement.


Item 16. Form10-K Summary

Not applicable.


None.
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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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

LUCA ZARAMELLA
(Brian T. GladdenLuca Zaramella
Executive Vice President
and Chief Financial Officer
(Duly Authorized Officer)


Date: February 9, 2018

5, 2021


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature

Title

Date

/s/    DIRK VAN DE PUT

Director, Chairman and
Chief Executive Officer
February 5, 2021
(Dirk Van de Put)

Director and
Chief Executive Officer

February 9, 2018
/s/    LUCA ZARAMELLA
Executive Vice President and
Chief Financial Officer
February 5, 2021
(Luca Zaramella)
/s/    NELSON URDANETA
Senior Vice President,
Corporate Controller and
Chief Accounting Officer
February 5, 2021
(Nelson Urdaneta)

/s/    BRIAN T. GLADDEN        

(Brian T. Gladden)

LEWIS W.K. BOOTH

Executive Vice President and

Chief Financial Officer

Director
February 9, 20185, 2021
(Lewis W.K. Booth)
/s/    CHARLES E. BUNCHDirectorFebruary 5, 2021
(Charles E. Bunch)
/s/    DEBRA A. CREWDirectorFebruary 5, 2021
(Debra A. Crew)

/s/    NELSON URDANETA        

(Nelson Urdaneta)

LOIS D. JULIBER

Vice President,

Corporate Controller and

Chief Accounting Officer

Director
February 9, 20185, 2021
(Lois D. Juliber)
/s/    PETER W. MAYDirectorFebruary 5, 2021
(Peter W. May)

/s/    IRENE B. ROSENFELD        

JORGE S. MESQUITA

Chairman of the Board of Directors

Director
February 9, 20185, 2021
(Irene B. Rosenfeld)Jorge S. Mesquita)
/s/    FREDRIC G. REYNOLDSDirectorFebruary 5, 2021
(Fredric G. Reynolds)
/s/    CHRISTIANA S. SHIDirectorFebruary 5, 2021
(Christiana S. Shi)
/s/    PATRICK T. SIEWERTDirectorFebruary 5, 2021
(Patrick T. Siewert)
/s/  MICHAEL A. TODMANDirectorFebruary 5, 2021
(Michael A. Todman)

/s/    LEWIS W.K. BOOTH        

(Lewis W.K. Booth)

Director

February 9, 2018

/s/    CHARLES E. BUNCH        

(Charles E. Bunch)

Director

February 9, 2018

/s/    LOIS D. JULIBER        

(Lois D. Juliber)

Director

February 9, 2018

/s/    MARK D. KETCHUM        

(Mark D. Ketchum)

Director

February 9, 2018

/s/    JORGE S. MESQUITA        

(Jorge S. Mesquita)

Director

February 9, 2018

/s/    JOSEPH NEUBAUER        

(Joseph Neubauer)

Director

February 9, 2018

/s/    NELSON PELTZ        

(Nelson Peltz)

Director

February 9, 2018

/s/    FREDRIC G. REYNOLDS        

(Fredric G. Reynolds)

Director

February 9, 2018

/s/    CHRISTIANA S. SHI        

(Christiana S. Shi)

Director

February 9, 2018

/s/    PATRICK T. SIEWERT        

(Patrick T. Siewert)

Director

February 9, 2018

/s/  JEAN-FRANÇOIS M. L. VAN BOXMEER

DirectorFebruary 5, 2021
(Jean-François M. L. van Boxmeer)

Director

February 9, 2018


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Mondelēz International, Inc. and Subsidiaries

Valuation and Qualifying Accounts

For the Years Ended December 31, 2017, 20162020, 2019 and 2015

2018

(in millions)

                                                                                          

Col. A

  Col. B   Col. C   Col. D   Col. E 
       Additions         
   Balance at   Charged to   Charged to       Balance at 
   Beginning   Costs and   Other       End of 

Description

  of Period   Expenses   Accounts   Deductions   Period 
           (a)   (b)     

2017:

          

Allowance for trade receivables

  $58   $21   $(8  $21   $50 

Allowance for other current receivables

   93    6    6    7    98 

Allowance for long-term receivables

   20    (1   3    1    21 

Allowance for deferred taxes

   310    549    25    31    853 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $481   $575   $26   $60   $1,022 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

2016:

          

Allowance for trade receivables

  $54   $18   $(1  $13   $58 

Allowance for other current receivables

   109    (2   (13   1    93 

Allowance for long-term receivables

   16    1    3        20 

Allowance for deferred taxes

   303    67    (28   32    310 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $482   $84   $(39  $46   $481 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

2015:

          

Allowance for trade receivables

  $66   $14   $(11  $15   $54 

Allowance for other current receivables

   91    12    7    1    109 

Allowance for long-term receivables

   14    5    (3       16 

Allowance for deferred taxes

   345    46    (35   53    303 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $516   $77   $(42  $69   $482 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Col. ACol. BCol. CCol. DCol. E
  Additions  
DescriptionBalance at Beginning of PeriodCharged to Costs and ExpensesCharged to Other AccountsDeductionsBalance at End of Period
   (a)(b) 
2020:
Allowance for trade receivables$35 $10 $(1)$$42 
Allowance for other current receivables44 (1)42 
Allowance for long-term receivables14 (3)12 
Valuation allowance for deferred taxes1,243 119 24 109 1,277 
$1,336 $131 $19 $113 $1,373 
2019:
Allowance for trade receivables$40 $$(4)$$35 
Allowance for other current receivables47 (1)44 
Allowance for long-term receivables24 10 14 
Valuation allowance for deferred taxes1,153 349 260 1,243 
$1,264 $350 $(2)$276 $1,336 
2018:
Allowance for trade receivables$50 $$(6)$$40 
Allowance for other current receivables98 (10)(24)17 47 
Allowance for long-term receivables21 24 
Valuation allowance for deferred taxes853 409 113 1,153 
$1,022 $402 $(23)$137 $1,264 

Notes:

(a)Primarily related to divestitures, acquisitions and currency translation.
(b)Represents charges for which allowances were created.

(a)Primarily related to divestitures, acquisitions and currency translation.
(b)Represents charges for which allowances were created.

S-1