UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM10-Q

(Mark One)

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

For the quarterly period ended March 31,September 30, 2015

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

 

LOGOLOGO

Mondelēz International, Inc.

(Exact name of registrant as specified in its charter)

 

Virginia 52-2284372

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

Three Parkway North,
Deerfield, Illinois
 60015
(Address of principal executive offices) (Zip Code)

(847) 943-4000

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

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.

 

Large accelerated filer  x   Accelerated filer  ¨
Non-accelerated filer  ¨   Smaller reporting company  ¨
(Do not check if a smaller reporting company)                      

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).   Yes  ¨   No  x

At April 24,October 23, 2015, there were 1,626,622,6791,589,167,484 shares of the registrant’s Class A common stockCommon Stock outstanding.

 

 

 


Mondelēz International, Inc.

Table of Contents

 

     Page No. 
PART I – FINANCIAL INFORMATION  
Item 1. 

Financial Statements (Unaudited)

  
 

Condensed Consolidated Statements of Earnings
for the Three and Nine Months Ended
March 31, September 30, 2015 and 2014

   1  
 

Condensed Consolidated Statements of Comprehensive Earnings
for the Three and Nine Months Ended March 31,September 30, 2015 and 2014

   2  
 

Condensed Consolidated Balance Sheets at March 31,September 30, 2015 and December 31, 2014

   3  
 

Condensed Consolidated Statements of Equity
for the Year Ended December 31, 2014 and
the ThreeNine Months Ended March 31,September 30, 2015

   4  
 

Condensed Consolidated Statements of Cash Flows
for the ThreeNine Months Ended
March 31, September 30, 2015 and 2014

   5  
 

Notes to Condensed Consolidated Financial Statements

   6  
Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   2834  
Item 3. 

Quantitative and Qualitative Disclosures about Market Risk

   4563  
Item 4. 

Controls and Procedures

   4563  
PART II – OTHER INFORMATION  
Item 1. 

Legal Proceedings

   4765  
Item 1A. 

Risk Factors

   4765  
Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

   4765  
Item 6. 

Exhibits

   4866  
Signature 4967  

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.Common Stock.

 

i


PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

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

(Unaudited)

 

                                                                                                            
  For the Three Months Ended   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
 
  March 31,   2015   2014   2015   2014 
  2015   2014 

Net revenues

  $7,762    $8,641    $6,849    $8,337    $22,272    $25,414  

Cost of sales

   4,821     5,437     4,179     5,195     13,595     15,963  
  

 

   

 

   

 

   

 

   

 

   

 

 

Gross profit

 2,941   3,204     2,670     3,142     8,677     9,451  

Selling, general and administrative expenses

 1,924   2,265     1,790     2,053     5,675     6,356  

Asset impairment and exit costs

 160   42     155     188     546     285  

Gains on coffee business transactions and divestiture

   (7,122        (7,135     

Amortization of intangibles

 46   54     45     48     137     157  
  

 

   

 

   

 

   

 

   

 

   

 

 

Operating income

 811   843     7,802     853     9,454     2,653  

Interest and other expense, net

 386   720  

Interest and other expense / (income)

   114     (227   814     717  
  

 

   

 

   

 

   

 

   

 

   

 

 

Earnings before income taxes

 425   123     7,688     1,080     8,640     1,936  

Provision / (benefit) for income taxes

 113   (27

Provision for income taxes

   348     178     561     242  

Equity method investment net losses

   72          72       
  

 

   

 

   

 

   

 

   

 

   

 

 

Net earnings

 312   150     7,268     902     8,007     1,694  

Noncontrolling interest

 (12 (13   2     3     11     10  
  

 

   

 

   

 

   

 

   

 

   

 

 

Net earnings attributable to Mondelēz International

$324  $163    $7,266    $899    $7,996    $1,684  
  

 

   

 

   

 

   

 

   

 

   

 

 

Per share data:

        

Basic earnings per share attributable to Mondelēz International

$0.20  $0.10    $4.52    $0.53    $4.91    $0.99  
  

 

   

 

   

 

   

 

   

 

   

 

 

Diluted earnings per share attributable to Mondelēz International

$0.19  $0.09    $4.46    $0.53    $4.86    $0.98  
  

 

   

 

   

 

   

 

   

 

   

 

 

Dividends declared

$0.15  $0.14    $0.17    $0.15    $0.47    $0.43  

See accompanying notes to the condensed consolidated financial statements.

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Earnings

(in millions of U.S. dollars)

(Unaudited)

 

                                                                                                            
  For the Three Months Ended   For the Three Months Ended   For the Nine Months Ended 
  March 31,   September 30,   September 30, 
  2015   2014   2015   2014   2015   2014 

Net earnings

  $312    $150    $7,268    $902    $8,007    $1,694  

Other comprehensive earnings / (losses):

            

Currency translation adjustment:

            

Translation adjustment

   (1,721   (233   (1,047   (1,755   (2,371   (1,615

Tax (expense) / benefit

   (192   6     (23   (147   (111   (150

Pension and other benefits:

            

Net actuarial gain / (loss) arising during period

        6     127     16     99     16  

Reclassification of (gains) / losses into net earnings:

            

Amortization of experience losses and prior service costs

   52     34     46     31     165     100  

Settlement losses

   3     7     51     9     64     25  

Tax (expense) / benefit

   (13   (13   (68   (26   (99   (47

Derivatives accounted for as hedges:

            

Net derivative gains / (losses)

   (56   (56   (113   34     (103   (78

Reclassification of (gains) / losses into net earnings

   (4   (2   75     (18   27     (22

Tax (expense) / benefit

   16     23     29     14     16     57  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total other comprehensive earnings / (losses)

 (1,915 (228   (923   (1,842   (2,313   (1,714

Comprehensive earnings / (losses)

 (1,603 (78   6,345     (940   5,694     (20

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

 (37 (14   (4   (15   (11   (9
  

 

   

 

   

 

   

 

   

 

   

 

 

Comprehensive earnings / (losses) attributable to Mondelēz International

$(1,566$(64  $6,349    $(925  $5,705    $(11
  

 

   

 

   

 

   

 

   

 

   

 

 

See accompanying notes to the condensed consolidated financial statements.

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

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

(Unaudited)

 

                                                                        
  March 31,   December 31,   September 30,   December 31, 
  2015   2014   2015   2014 

ASSETS

        

Cash and cash equivalents

  $           1,835    $           1,631    $           2,039    $           1,631  

Trade receivables (net of allowances of $63 at March 31, 2015 and $66 at December 31, 2014)

   4,061     3,802  

Other receivables (net of allowances of $93 at March 31, 2015 and $91 at December 31, 2014)

   852     949  

Trade receivables (net of allowances of $61 at September 30, 2015
and $66 at December 31, 2014)

   3,352     3,802  

Other receivables (net of allowances of $91 at September 30, 2015
and $91 at December 31, 2014)

   2,566     949  

Inventories, net

   3,421     3,480     3,029     3,480  

Deferred income taxes

   557     480     550     480  

Other current assets

   1,138     1,408     638     1,408  
  

 

   

 

   

 

   

 

 

Total current assets

 11,864   11,750     12,174     11,750  

Property, plant and equipment, net

 9,261   9,827     8,564     9,827  

Goodwill

 22,356   23,389     20,963     23,389  

Intangible assets, net

 19,434   20,335     19,115     20,335  

Prepaid pension assets

 51   53     42     53  

Equity method investments

   4,895     662  

Other assets

 1,240   1,461     637     799  
  

 

   

 

   

 

   

 

 

TOTAL ASSETS

$64,206  $66,815    $66,390    $66,815  
  

 

   

 

   

 

   

 

 

LIABILITIES

    

Short-term borrowings

$3,688  $1,305    $1,571    $1,305  

Current portion of long-term debt

 2,195   1,530     1,759     1,530  

Accounts payable

 5,199   5,299     4,875     5,299  

Accrued marketing

 1,872   2,047     1,563     2,047  

Accrued employment costs

 803   946     932     946  

Other current liabilities

 2,709   2,880     2,937     2,880  
  

 

   

 

   

 

   

 

 

Total current liabilities

 16,466   14,007     13,637     14,007  

Long-term debt

 12,822   13,865     13,029     13,865  

Deferred income taxes

 5,373   5,512     5,137     5,512  

Accrued pension costs

 2,406   2,912     2,132     2,912  

Accrued postretirement health care costs

 524   526     541     526  

Other liabilities

 2,003   2,140     1,962     2,140  
  

 

   

 

   

 

   

 

 

TOTAL LIABILITIES

 39,594   38,962     36,438     38,962  

Commitments and Contingencies (Note 11)

    

EQUITY

    

Common Stock, no par value (5,000,000,000 shares authorized and 1,996,537,778 shares issued at March 31, 2015 and December 31, 2014)

      

Common Stock, no par value (5,000,000,000 shares authorized and
1,996,537,778 shares issued at September 30, 2015 and December 31, 2014)

          

Additional paid-in capital

 31,645   31,651     31,727     31,651  

Retained earnings

 14,582   14,529     21,707     14,529  

Accumulated other comprehensive losses

 (9,208 (7,318   (9,609   (7,318

Treasury stock, at cost (370,308,929 shares at March 31, 2015 and 332,896,779 shares at December 31, 2014)

 (12,473 (11,112

Treasury stock, at cost (405,346,755 shares at September 30, 2015
and 332,896,779 shares at December 31, 2014)

   (13,957   (11,112
  

 

   

 

   

 

   

 

 

Total Mondelēz International Shareholders’ Equity

 24,546   27,750     29,868     27,750  

Noncontrolling interest

 66   103     84     103  
  

 

   

 

   

 

   

 

 

TOTAL EQUITY

 24,612   27,853     29,952     27,853  
  

 

   

 

   

 

   

 

 

TOTAL LIABILITIES AND EQUITY

$64,206  $66,815    $66,390    $66,815  
  

 

   

 

   

 

   

 

 

See accompanying notes to the condensed consolidated financial statements.

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

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

(Unaudited)

 

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

Balances at January 1, 2014

  $    $31,396    $13,419    $(2,889  $(9,553  $159    $32,532    $    $31,396    $13,419    $(2,889  $(9,553  $159    $32,532  

Comprehensive earnings / (losses):

                            

Net earnings

             2,184               17     2,201               2,184               17     2,201  

Other comprehensive losses, net of income taxes

                  (4,429        (33   (4,462                  (4,429        (33   (4,462

Exercise of stock options and issuance of other stock awards

        271     (98        332          505          271     (98        332          505  

Common Stock repurchased

                    (1,891        (1,891                       (1,891        (1,891

Cash dividends declared ($0.58 per share)

             (976                  (976             (976                  (976

Dividends paid on noncontrolling interest and other activities

        (16                  (40   (56        (16                  (40   (56
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Balances at December 31, 2014

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

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Comprehensive earnings / (losses):

                            

Net earnings

             324               (12   312               7,996               11     8,007  

Other comprehensive losses, net of income taxes

                  (1,890        (25   (1,915                  (2,291        (22   (2,313

Exercise of stock options and issuance of other stock awards

        (6   (27   ��     139          106          76     (60        239          255  

Common Stock repurchased

                       (1,500        (1,500                       (3,084        (3,084

Cash dividends declared ($0.15 per share)

             (244                  (244

Cash dividends declared ($0.47 per share)

             (758                  (758

Dividends paid on noncontrolling interest and other activities

                            (8   (8
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Balances at March 31, 2015

  $    $31,645    $14,582    $(9,208  $(12,473  $66    $24,612  

Balances at September 30, 2015

  $    $31,727    $21,707    $(9,609  $(13,957  $84    $29,952  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 *Noncontrolling interest as of March 31,September 30, 2014 was $127$112 million, as compared to $159 million as of January 1, 2014. The change of $(32)$(47) million during the threenine months ended March 31,September 30, 2014 was due to $(18)$(38) million of dividends paid, $(13)$10 million of net earnings and $(1)$(19) million of other comprehensive losses, net of taxes.

See accompanying notes to the condensed consolidated financial statements.

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in millions of U.S. dollars)

(Unaudited)

 

                                                                        
  For the Three Months Ended   For the Nine Months Ended 
  March 31,   September 30, 
  2015   2014   2015   2014 

CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES

        

Net earnings

  $312    $150    $8,007    $1,694  

Adjustments to reconcile net earnings to operating cash flows:

        

Depreciation and amortization

   232     262     663     797  

Stock-based compensation expense

   36     35     98     104  

Deferred income tax provision / (benefit)

   25     (98

Deferred income tax benefit

   (81   (255

Asset impairments

   78     12     195     77  

Loss on early extinguishment of debt

   708     492     708     493  

Unrealized gain on planned coffee business divestiture currency hedges

   (240     

Gain on monetization of planned coffee business divestiture currency hedges

   (311     

Gains on coffee business transactions and divestiture

   (7,135     

Coffee business transactions currency-related net gains

   (436   (413

Loss/(income) from equity method investments

   16     (83

Distributions from equity method investments

   58     61  

Other non-cash items, net

   67     48     142     (6

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

        

Receivables, net

   (558   (305   (868   (163

Inventories, net

   (178   (299   (314   (625

Accounts payable

   317     67     496     19  

Other current assets

   (50   (59   36     (106

Other current liabilities

   (481   (815   11     (430

Change in pension and postretirement assets and liabilities, net

   (239   (67   (184   (15
  

 

   

 

   

 

   

 

 

Net cash used in operating activities

 (282 (577

Net cash provided by operating activities

   1,412     1,149  
  

 

   

 

   

 

   

 

 

CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES

    

Capital expenditures

 (439 (326   (1,178   (1,129

Proceeds from planned coffee business divestiture currency hedge settlements

 939     

Acquisition, net of cash received

 (81   

Proceeds from coffee business transactions and divestiture, net of disbursements

   4,091       

Proceeds from coffee business transactions currency hedge settlements

   1,050       

Acquisitions, net of cash received

   (536     

Proceeds from sale of property, plant and equipment and other

 (2 9     33     29  
  

 

   

 

   

 

   

 

 

Net cash provided by / (used in) investing activities

 417   (317   3,460     (1,100
  

 

   

 

   

 

   

 

 

CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES

    

Issuances of commercial paper, maturities greater than 90 days

 333   1,607     613     1,986  

Repayments of commercial paper, maturities greater than 90 days

 (96 (723   (710   (2,072

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

 2,154   (68

Net issuances of other short-term borrowings

   396     236  

Long-term debt proceeds

 3,601   2,994     3,606     3,032  

Long-term debt repaid

 (4,085 (2,514   (4,543   (2,524

Repurchase of Common Stock

 (1,500 (468   (3,003   (1,020

Dividends paid

 (249 (238   (736   (713

Other

 27   40     107     163  
  

 

   

 

   

 

   

 

 

Net cash provided by financing activities

 185   630  

Net cash used in financing activities

   (4,270   (912
  

 

   

 

   

 

   

 

 

Effect of exchange rate changes on cash and cash equivalents

 (116 (27   (194   (140
  

 

   

 

   

 

   

 

 

Cash and cash equivalents:

    

Increase / (decrease)

 204   (291   408     (1,003

Balance at beginning of period

 1,631   2,622     1,631     2,622  
  

 

   

 

   

 

   

 

 

Balance at end of period

$1,835  $2,331    $2,039    $1,619  
  

 

   

 

   

 

   

 

 

See accompanying notes to the condensed consolidated financial statements.

Mondelēz International, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1.   Basis of Presentation

The condensed consolidated financial statements include Mondelēz International, Inc. as well as our wholly owned and majority owned subsidiaries.

Our interim condensed consolidated financial statements are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of our financial position and operating results. Net revenues and net earnings for any interim period are not necessarily indicative of future or annual results.

We derived the condensed consolidated balance sheet data as of December 31, 2014 from audited financial statements, but we do not include all disclosures required by U.S. GAAP. You should read these statements in conjunction with our consolidated financial statements and related notes in our Annual Report on Form10-K for the year ended December 31, 2014.

Equity Method Investments:

We account for investments in which we exercise significant influence (20%-50% ownership interest) 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 a 43.5% equity interest (collectively, the “coffee business transactions”). Historically, our coffee businesses and the income from primarily coffee-related and smaller equity method investments were recorded within our operating income as these businesses operated as direct extensions of our base business. Following the coffee business transactions, while we retain an ongoing interest in coffee through significant equity method investments, and we have significant influence with JDE and other equity method investments, we do not have control over these operations directly. As such, beginning in the third quarter, we began to recognize the investment earnings in after-tax equity method investment earnings outside of operating income and segment income. For periods prior to the July 2, 2015 closing, the coffee and other equity method investment earnings were included within our operating income and segment income. Please see Note 2,Divestitures and Acquisitions – Coffee Business Transactions, and Note 15,Segment Reporting, for more information on these transactions.

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 $39$19 million on net revenues and $19$8 million on operating income in the three months and $58 million on net revenues and $27 million on operating income in the nine months ended March 31,September 30, 2015.

As a result of this change, each of our operating subsidiaries now reports results as of the last calendar day of the period. We believe the change will improve business planning and financial reporting by better matching the close dates of the operating subsidiaries and bringing the reporting dates to the period-end date. As the effect to prior-period results was not material, we have not revised prior-period results.

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 such as in Venezuela) and realized exchange gains and losses on transactions in earnings.

Venezuela.As prescribed by U.S. GAAP for highly inflationary economies, we have been accounting for the results of our Venezuelan subsidiaries using the U.S. dollar as the functional currency since January 1, 2010.

On February 8, 2013, the Venezuelan government announced the devaluation of the official Venezuelan bolivar exchange rate from 4.30 bolivars to 6.30 bolivars to the U.S. dollar. The official rate of 6.30 is the rate applied to import food and other essential items, and we purchase a material portion of our imported raw materials using U.S. dollars secured at this rate.

On January 24, 2014, the Venezuelan government announced the expansion of a new auction-based currency transaction program, which became known as SICAD I, and new profit margin controls. The application of the SICAD I rate was extended to include foreign investments and significant operating activities, including contracts for leasing and services, use and exploitation of patents and trademarks, payments of royalties and contracts for technology import and technical assistance. On March 24, 2014, the Venezuelan government launched a new market-based currency exchange market, SICAD II, and at that time indicated that it may be used voluntarily to exchange bolivars into U.S. dollars.

As of March 31, 2014, we began to apply the SICAD I exchange rate to remeasure our bolivar-denominated net monetary assets, and we began translating our Venezuelan operating results at the SICAD I rate in the second quarter of 2014. On March 31, 2014, we recognized a $142 million currency remeasurement loss within selling, general and administrative expenses of our Latin America segment as a result of revaluing our bolivar-denominated net monetary assets from the official exchange rate of 6.30 bolivars to the U.S. dollar to the then-prevailing SICAD I exchange rate of 10.70 bolivars to the U.S. dollar. Through September 30, 2014, we recognized $19 million of additional remeasurement charges related primarily to changes in the SICAD I rate.

On February 10, 2015, the Venezuelan government combined the SICAD I and SICAD II (“SICAD”) exchange rate mechanisms and in addition created a new market-based SIMADI rate, while retaining the 6.30 official rate for food and other essentials. The Venezuelan government also announced an opening SICAD auction rate of 12.00 bolivars to the U.S. dollar, which as of March 31,September 30, 2015 is the prevailing SICAD rate until our specific industry group auctions make U.S. dollars available at another offered SICAD rate. We continue to expect to secure U.S. dollars at the SICAD rate in addition to the official rate. The SIMADI rate was designed as a free market exchange rate that makes U.S. dollars available for any transactions based on the available supply of U.S. dollars at the offered rate. As of March 31,September 30, 2015, the SIMADI exchange rate was 193.05199.42 bolivars to the U.S. dollar and availability of U.S. dollars at the SIMADI rate was limited. At this time, we do not anticipate using the SIMADI rate frequently in managing our local operations.dollar.

Our Venezuelan operations produce a range of biscuit, cheese & grocery, confectionery and beverage products. Based on the currency exchange developments this year, we reviewed our domestic and international sourcing of goods and services and the exchange rates we believe will be applicable. We evaluated the levelThe large majority of primarily raw material imports that we believe would continue to be sourced in exchange forat the 6.30 official rate. Availability of U.S. dollars converted at the official 6.30 exchangeSICAD rate has been limited, and while we were able to secure U.S. dollars at the SICAD rate in the first six months of the year, we were not able to secure any U.S. dollars at this rate during the third quarter. Availability of U.S. dollars at the SIMADI rate has also been limited and to date we have not sourced U.S. dollars at this rate. Our remaining imported

Based on our current sourcing of goods and services, would primarily be valued at the SICAD exchange rate. Imports that do not currently qualify for either the official rate or SICAD rate could be sourced at the SIMADI rate.

Wewe believe the SICAD rate continues to be the most economically representative rate for us to use to value our net monetary assets and translate our operating results in Venezuela. While some of our net monetary assets or liabilities qualify for settlement at the official exchange rate, other operations do not, and we have utilized the SICAD auction process and expect to use the new SIMADI auctions on an as needed basis.

In the first quarter of 2015, we recognized an $11 million remeasurement loss, reflecting an increase in the SICAD exchange rate from 11.50 to 12.00 bolivars to the U.S. dollar.

The following table sets forth net revenues for our Venezuelan operations for the three months ended March 31, 2015 (measured at the SICAD rate), and cash, net monetary assets and net assets of our Venezuelan subsidiaries as of March 31, 2015 (translated at a SICAD rate of 12.00 bolivars to the U.S. dollar):

Venezuela operations

Three Months Ended March 31, 2015

Net revenues$218 million or 2.8% of consolidated net revenues

As of March 31, 2015

Cash$313 million
Net monetary assets$234 million
Net assets$522 million

Unlike the official rate that is fixed at 6.30 bolivars to the U.S. dollar, the SICAD rate can vary over time. If any of the three-tier currency exchange rates, or the application of the rates to our business, were to change, we would recognize additional currency losses, or gains, which could be significant.

In light of the ongoing difficult macroeconomic environment in Venezuela, we continue to monitor and actively manage our investment and exposures in Venezuela. We plan to continue to do business in the country as long as we can successfully operate our business there. We strive to locally source and produce a significant amount of the products we sell in Venezuela. We have taken other protective measures against currency devaluation, such as converting monetary assets into non-monetary assets that we can use in our business. However, suitable protective measures have become less available and more expensive and may not offset further currency devaluation that could occur. We will also continue to monitor liquidity and availability of U.S. dollars at different rates as this situation may change in the future.

In the first quarter of 2015, we recognized an $11 million remeasurement loss, reflecting an increase in the SICAD exchange rate from 11.50 to 12.00 bolivars to the U.S. dollar.

The following table sets forth net revenues for our Venezuelan operations for the three and nine months ended September 30, 2015 (measured at the SICAD rate), and cash, net monetary assets and net assets of our Venezuelan subsidiaries as of September 30, 2015 (translated at a SICAD rate of 12.00 bolivars to the U.S. dollar):

Venezuela operations

Three Months Ended September 30, 2015

Net revenues$315 million or 4.6% of consolidated net revenues

Nine Months Ended September 30, 2015

Net revenues$834 million or 3.7% of consolidated net revenues

As of September 30, 2015

Cash$401 million
Net monetary assets$352 million
Net assets$617 million

Unlike the official rate that is fixed at 6.30 bolivars to the U.S. dollar, the SICAD rate can vary over time. If any of the three-tier currency exchange rates, or the application of the rates to our business, were to change, we would recognize additional currency losses or gains, which could be significant.

Argentina. On January 23, 2014, the Central Bank of Argentina adjusted its currency policy, removed its currency stabilization measures and allowed the Argentine peso exchange rate to float relative to the U.S. dollar.other currencies. On that day, the value of the Argentine peso relative to the U.S. dollar fell by 15%. In July 2014, Argentina had a technical default on its debt as the government was blocked from making payments on its restructured debt by certain creditors who did not participate in a debt restructuring in 2001. Further volatility in the exchange rate is expected. Since December 31, 2014 and through March 31,September 30, 2015, the value of the peso relative to the U.S. dollar declined 4%11%. While the business operating environment remains challenging, we continue to monitor and actively manage our investment and exposures in Argentina. We continue refining our product portfolio to improve our product offerings, mix and profitability. We also continue to implement additional cost initiatives to protect the business. Further currency declines, economic controls or other business restrictions could have an adverse impact on our ongoing results of operations. Our Argentinian operations contributed approximately $175$205 million, or 2.3%3.0% of consolidated net revenues for the three months and $565 million, or 2.5% of consolidated net revenues for the nine months ended March 31,September 30, 2015. As of March 31,September 30, 2015, the net monetary liabilities of

our Argentina operations were not material. Argentina is not designated as a highly-inflationary economy for accounting purposes, and so we continue to record currency translation adjustments within equity and realized exchange gains and losses on transactions in earnings.

Russia. During the fourth quarter of 2014, the value of the Russian ruble relative to the U.S. dollar declined 50%. In the first quarter ofSince December 31, 2014 and through September 30, 2015, the value of the ruble relative to the U.S. dollar fluctuated significantly, declining 18% in January then increasing 17% across February and March.decreased 11%. Due to the significant currency movements, we continue to take actions to protect our near-term operating results, financial condition and cash flow. Our operations in Russia contributed approximately $170$145 million, or 2.2%2.1% of consolidated net revenues for the three months and $525 million, or 2.4% of consolidated net revenues for the nine months ended March 31,September 30, 2015. As of March 31,September 30, 2015, the net monetary assets of our Russia operations were not material. Russia is not designated as a highly-inflationary economy for accounting purposes, and so we continue to record currency translation adjustments within equity and realized exchange gains and losses on transactions in earnings.

Ukraine.Other Countries. On February 5, 2015, the National Bank of Ukraine changed its currency policy by eliminating daily auctions, which effectively supported the exchange rate,Since we have operations in over 80 countries and allowed the Ukrainian hryvnya exchange ratesell in approximately 165 countries, we regularly monitor economic and currency-related risks and seek to float relativetake protective measures in response to the U.S. dollar. During the quarter, the International Monetary Fund also extended $18 billion of financing to Ukraine to support it meeting short- and near-term commitments. The valuethese exposures. Some of the Ukrainian hryvnya relative to the U.S. dollar declined 49% from December 31, 2014 through March 31, 2015,countries in which we do business have had significant economic uncertainty recently. These include Brazil, Ukraine, Turkey and further volatility in theNigeria, most of which have had either currency is expected.devaluation or volatility. We continue to take actionsmonitor operations, currencies and net monetary exposures in these countries. At this time, we do not have material net monetary asset exposures or risk to protect our near-term operating results cash flow and financial condition. Our Ukrainian operations contributed approximately $45 million, or 0.6% of consolidated net revenues for the three months ended March 31, 2015. As of March 31, 2015, the net monetary assets of our Ukrainian operations were not material. Ukraine is not designated as a highly-inflationary economy forfrom changing to highly inflationary accounting purposes and so we continue to record currency translation adjustments within equity and realized exchange gains and losses on transactions in earnings.these countries.

New Accounting Pronouncements:

In AprilSeptember 2015, the Financial Accounting Standards Board (“FASB”) issued an accounting standards updateAccounting Standards Update (“ASU”) that eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Under the new guidance, measurement-period adjustments should be accounted for during the period in which the entity determines the amount of the adjustment. The ASU is effective for fiscal years beginning after December 15, 2015, with early adoption permitted, and should be applied prospectively to open measurement periods after the effective date, regardless of the acquisition date. We plan to early adopt and to apply the standard in our accounting for the acquisitions that we closed this quarter. See Note 2,Divestitures and Acquisitions, for more information.

In July 2015, the FASB issued an ASU that simplifies the guidance on the subsequent measurement of inventory. U.S. GAAP currently requires an entity to measure inventory at the lower of cost or market. Previously, market could be replacement cost, net realizable value or net realizable value less an approximate normal profit margin. Under the new standard, inventory should be valued at the lower of cost or net realizable value. The ASU is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact of the ASU across our operations and on our consolidated financial statements.

In May 2015, the FASB issued an ASU that applies to reporting entities that elect to measure the fair value of an investment using the net asset value (“NAV”) per share (or its equivalent) practical expedient. This ASU removes the requirement to include investments measured using the practical expedient within fair value hierarchy disclosures. Also, practical expedient disclosures previously required for all eligible investments are now only required for investments for which the practical expedient has been elected. The update is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. As we measure certain defined benefit plan assets using the NAV practical expedient, we plan to adopt the new standard on or by the January 1, 2016 effective date. The new standard will impact our disclosures as discussed above but is not otherwise expected to have an impact on our consolidated financial statements.

In April 2015, the FASB issued an ASU that provides guidance on evaluating whether a cloud computing arrangement includes a software license. If there is a software license component, software licensing accounting should be applied; otherwise, service contract accounting should be applied. The ASU is effective for fiscal years beginning after December 31,15, 2015, with early adoption permitted. We are currently assessing the impact on our consolidated financial statements.

In April 2015, the FASB issued an ASU that provides a practical expedient for reporting entities with a fiscal year end that does not coincide with a month end when measuring the fair value of plan assets of a defined benefit pension or other postretirement benefit plan. It allows the measurement of plan assets and obligations using the month end that is closest to the entity’s fiscal year end. The ASU requires prospective application and is effective for fiscal years beginning after December 31, 2015, with early adoption permitted. As our current fiscal year end coincides with a calendar month end, we do not expect the standard to have an impact on our consolidated financial statements.

In April 2015, the FASB issued an ASU that simplifies the presentation of debt issuance costs. The standard requires debt issuance costs related to a recognized debt obligation to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt instead of being presented as an asset, similar to the presentation of debt discounts. In August 2015, the FASB issued an update clarifying that for line-of-credit arrangements, entities may continue to defer debt issuance costs as an asset. The ASU requires retrospective application and represents a change in accounting principle.principle and requires retrospective application. The updateASU is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. We plan to adopt the new standard on or by the January 1, 2016 effective date and are currently assessing the impact on our consolidated financial statements.as of December 31, 2015.

In February 2015, the FASB issued an ASU that amends current consolidation guidance related to the evaluation of whether certain legal entities should be consolidated. The standard modifies both the variable interest entity (“VIE”) model and the voting interest model, including analyses of whether limited partnerships are VIEs and the impact of service fees and related party interests in determining if an entity is a VIE to the reporting entity. The guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. We plan to adopt the new standard on the January 1, 2016 effective date and are currently assessing the impact across our operations and on our consolidated financial statements.

In January 2015, the FASB issued an ASU to simplify income statement classification by removing the concept of extraordinary items from U.S. GAAP. As a result, items that are both unusual and infrequent will no longer be separately reported net of tax after continuing operations. The guidance is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The standard is not expected to have a material impact on our consolidated financial statements.

In May 2014, the FASB issued an ASU on revenue recognition from contracts with customers. The new 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 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. TheIn May 2015, the FASB proposed changes to the new guidance in the areas of licenses and identifying performance obligations. In August 2015, the FASB issued an ASU that defers the effective date by one year to annual reporting periods beginning after December 15, 2017. Early adoption is permitted as of the original effective date which was for annual reporting periods beginning after December 15, 2016, with early adoption prohibited. In April 2015, the FASB proposed to defer the effective date by one year and allow early adoption as of the original effective date; the deferral has not yet been approved by the board but approval is expected.2016. The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment as of the date of adoption. We plancontinue to adopt the new standard on the January 1, 2017 effective date and are currently assessingassess the impact of the new standard across our operations and on our consolidated financial statements.

Reclassifications:

Certain amounts previously reported have been reclassified to conform to current-year presentation. We reclassified equity method investments on the condensed consolidated balance sheets to conform with the current-year presentation. We also reclassified cash flows related to our historical equity method investees on the condensed consolidated statements of cash flows. Refer to theEquity Method Investments section in this Note for additional discussion of the presentation of our equity method investment earnings.

Note 2.  Divestitures and Acquisitions

Planned Coffee Business Transactions:

On May 7, 2014,July 2, 2015, we announced that we entered into an agreementcompleted transactions to combine our wholly owned coffee businesses (including our coffee portfolio (outside ofin France) with those of D.E Master Blenders 1753 B.V. (“DEMB”). In conjunction with this transaction, to create a new company, Jacobs Douwe Egberts or JDE. We now hold a 43.5% equity interest in JDE and Acorn Holdings B.V. (“AHBV”), owner of DEMB, also madeholds a binding offer56.5% share. In connection with the transaction, we recorded a preliminary pre-tax gain of $7.1 billion (or $6.9 billion after-taxes) on the contribution of our global coffee businesses during the three months ended September 30, 2015. In addition, we recorded approximately $1 billion of net gains on currency exchange forward contracts related to receivethe hedging of proceeds for the transaction as described further below in this Note. The consideration we received to date for our coffee businessbusinesses consists of3.8 billion of cash ($4.2 billion U.S. dollars as of July 2, 2015), a 43.5 percent equity interest in France. The parties also invited our partnersJDE and $1.1 billion in certain joint venturesreceivables related to join the new company.

estimated sales price adjustments and tax formation cost payments expected to be paid in 2016. During the firstthird quarter, we also recorded $283 million of cash and receivables related to the reimbursement of costs from JDE which we incurred related to separating our coffee businesses. The cash and equity consideration we received reflects an adjustment for retaining our interest in a Korea-based joint venture, Dongsuh Foods Corporation, which was part of the original transaction and valuation. During the second quarter of 2015, we entered into an agreement to sellalso completed the sale of our interest in a Japanese coffee joint venture, to our joint venture partner so they may operateAjinomoto General Foods, Inc. (“AGF”), which had also been considered in the business independently.original transaction and valuation. In lieu of contributing our interest in the AGF joint venture to JDE, we will instead contributecontributed the net cash proceeds from the sale, ofand the interest.transaction did not change the consideration received for our global coffee businesses. Please see discussion of the pending divestiture of the Japanese coffee joint ventureAGF below underOther Divestiture and Acquisitions.

Upon completionDuring the third quarter we completed a preliminary valuation of all proposedour investment in JDE as of the closing date and recorded a $4.5 billion estimated investment in JDE within equity method investments on the condensed consolidated balance sheet. We and JDE are currently in the process of finalizing the value of JDE and our investment in JDE as of the closing date. The value of our investment in JDE is also affected by the estimated sales price adjustment that will be settled in 2016. As such, the contribution proceeds we recorded, including the values for our investment in JDE and the sales price adjustment, are estimated and subject to further adjustment as we work with Acorn Holdings B.V. and JDE to address the remaining terms of the agreement. As a result, the final amount of consideration we receive and the gain we recognize on the transactions may change materially until we expectconclude these matters.

As a result of the transaction, our snacks product categories, consisting of biscuits, chocolate, gum and candy, make up the majority of our business portfolio, contributing approximately 84% of our 2015 year to receive cashdate and 85% of our 2014 net revenues after excluding coffee net revenues. By retaining a significant stake in JDE, the coffee category will continue to be significant to our results. As such, we have reflected our historical coffee results and equity earnings from JDE in results from continuing operations reflecting the fact that results from the coffee category continue to be a significant part of our net earnings and strategy going forward.

Additionally, we recorded currency-related net gains of $29 million in the three months and $436 million in the nine months ended September 30, 2015 and $420 million in the three months and $413 million in the nine months ended September 30, 2014 due to currency exchange forward contracts related to the receipt of the coffee business transaction proceeds and the subsequent transfers of these funds to our subsidiaries, as detailed below. To lock in an expected pre-tax U.S. dollar value of approximately $5 billion related to the estimated4 billion and an equity interest of approximately 49 percent in the new company, to be called Jacobs Douwe Egberts (“JDE”). AHBV will hold a majority share in the proposed combined company and will have a majority of the seats on the board, which will be chaired by current DEMB Chairman Bart Becht. We will have certain minority rights. AHBV is owned by an investor group led by JAB Holding Company s.à r.l.

Once we have contributed our coffee businesses to the new company, we expect to record our interest in JDE as an equity method investment on our consolidated balance sheet and to include our share of its earnings prospectively within our continuing results of operations. We also anticipate recording a gain on the divested assets of our coffee business portfolio.

The transactions remain subject to regulatory approvals and the completion of employee information and consultation requirements. We continue to expect the transactions to be completed in the third quarter of 2015, subject to closing conditions, including regulatory approvals. In December 2014, the European Commission announced its intention to further evaluate the proposed transaction against EU antitrust regulations and in order to make a final determination on merger clearance, which we currently expect in the second quarter of 2015. We and DEMB also continue to undertake consultations with Works Councils and employee representatives as required in connection with the transactions.

In connection with the expectedcash receipt of approximately4 billion upon closing, we entered into currency exchange forward contracts beginning in May 2014, when the transaction was announced. We recognized a $19 million gain on the final settlement of the forward contracts during the three months ended September 30, 2015 and a net gain of $405 million on these contracts during 2015. In 2014, we recognized $420 million of gains in the three months and $413 million in the nine months ended September 30, 2014. The currency hedge gains and losses were recorded in interest and other expense / (income). Cumulatively over 2014 and through the final settlement of the forward contracts on July 6, 2015, we realized aggregate net gains and received cash of approximately $1.0 billion on these currency exchange forward contracts. In addition to the receipt of $4.2 billion of cash consideration to date, we received $1 billion of cash from realized hedges for a total of $5.2 billion of cash received to date related to the coffee business transactions.

During the second quarter of 2014 to lock in an expected U.S. dollar value of approximately $5 billion. On February 11, 2015, we monetized these forward contracts and realized total pre-tax gains of $939 million, of which $311 million was recognized in the first quarter of 2015. We also entered into new currency exchange forward contracts to lockhedge a portion of the cash payments to be made to our subsidiaries in an expected euro/U.S. dollar exchange rate on the expectedmultiple countries where coffee net assets and shares were deconsolidated. During July 2015, we settled these forward contracts with a notional value of41.6 billion cash receipt that generatedand realized a $240net loss of $4 million unrealized gain in the first quarterthree months ended and a net gain of $17 million in the nine months ended September 30, 2015. The unrealized gain wasIn connection with transferring the funds to our subsidiaries that deconsolidated net assets and shares, we incurred additional currency gains of $14 million in the third quarter. These currency-related gains and losses were recorded within interest and other expense net and/ (income).

Our coffee business results are reflected in our consolidated financial statements for all periods prior to the asset derivative is recorded within other current assets. On April 17,July 2, 2015 we monetized the new forward contracts for a realized gain of $296 million and executed new currency exchange forward contracts to continue to lock in an expected U.S. dollar value on the receipt of the4 billion at closing. Based on changes in the euro/U.S. dollar exchange rate, the actual closing datedate. The pre-tax earnings of the planned coffee business transactions and the settlement dates of the hedges or other hedges we may put into place, the actual amount of U.S. dollars we receive could change.

businesses were:

                                                                        
   For the Three Months Ended   For the Nine Months Ended 
   September 30,   September 30, 
   2015   2014   2015   2014 
   (in millions) 

Earnings before income taxes

  $    $184    $342    $494  

We havealso incurred incremental expenses related to readying our global coffee businesses for the planned transactions that totaled $28$54 million in the three months and $239 million in the nine months ended March 31,September 30, 2015 and $10 million in the three months and $15 million in the nine months ended September 30, 2014. These expenses were recorded within asset impairment and exit costs and selling, general and administrative expenses of primarily our Europe and Eastern Europe, Middle East and Africa (“EEMEA”) segments and within our general corporate expenses.

Prior to the July 2, 2015 closing, we received conditional approval for the transaction from the European Commission following their antitrust evaluation and made significant progress on our consultations with Work Councils and employee representations. The European Commission’s ruling was conditioned upon JDE’s divestiture of the majority of the EU-basedCarte Noire business and DEMB’sMerrild business, primarily in France and Denmark. Those businesses have been transferred to JDE. JDE will complete the sale of these businesses in line with the European Commission agreements. As these businesses were recorded at their fair value as of July 2, 2015 reflecting the then pending sales values, we did not and will not record any gain or loss on the sale of these businesses in our share of JDE’s earnings.

On July 2, 2015, we deconsolidated the following assets and liabilities:

                  
   As of July 2, 
   2015 
   (in millions) 

Assets

  

Cash and cash equivalents

  $488  

Trade receivables

   468  

Other receivables

   24  

Inventories, net

   469  

Deferred income taxes

   6  

Other current assets

   44  
  

 

 

 

Current assets

   1,499  

Property, plant and equipment, net

   751  

Goodwill

   1,664  

Intangible assets, net

     

Other assets

   35  
  

 

 

 

Noncurrent assets

   2,450  
  

 

 

 

Total assets

  $3,949  
  

 

 

 

Liabilities

  

Accounts payable

  $438  

Accrued marketing

   290  

Accrued employment costs

   29  

Other current liabilities

   63  
  

 

 

 

Current liabilities

   820  

Deferred income taxes

   63  

Accrued pension costs

   146  

Other liabilities

   4  
  

 

 

 

Noncurrent liabilities

   213  
  

 

 

 

Total liabilities

  $1,033  
  

 

 

 

Net assets deconsolidated

  $2,916  
  

 

 

 

Additionally, we recorded pension settlement losses of $49 million related to our historical coffee businesses within accumulated other comprehensive losses.

Other Divestiture and Acquisitions:

On February 27,July 15, 2015, we announcedacquired an 80% interest in a biscuit operation in Vietnam, which is now a subsidiary within our agreementAsia Pacific segment. Total cash paid to selldate for the biscuit operation, intellectual property, non-compete and consulting agreements was 11,843 billion Vietnamese dong ($543 million U.S. dollars as of July 15, 2015). We have made or expect to make the following cash payments in connection with the acquisition:

On November 10, 2014, we deposited $46 million in escrow upon signing the purchase agreement.
On July 15, 2015, we made a 9,122 billion Vietnamese dong ($418 million U.S. dollars as of July 15, 2015) payment for the biscuit operation, a $44 million additional escrow deposit and a 759 billion Vietnamese dong ($35 million U.S. dollars as of July 15, 2015) partial payment for the non-compete and continued consulting agreements.
Subject to the satisfaction of final conditions, including the resolution of warranty or other claims or purchase price adjustments, we expect to release previously escrowed funds of $90 million for the remaining 20% interest in the biscuit operation and to make a final payment of 759 billion Vietnamese dong ($35 million U.S. dollars as of July 15, 2015) for the non-compete and consulting agreements. We anticipate resolution of these conditions by the end of the third quarter of 2016.

We are in the process of completing the valuation work for the acquired net assets. We have recorded a preliminary allocation of the consideration paid including $10 million to inventory, $35 million to property, plant and equipment, $17 million to other net liabilities and $480 million of estimated goodwill. We recorded the non-compete and consulting agreements as prepaid contracts within other current and non-current assets and they will be amortized into net earnings over the remaining contract terms. The acquisition added $70 million in incremental net revenues and $16 million in incremental operating income for the quarter. Additionally, we recorded acquisition costs of $6 million for the three months and $7 million for the nine months ended September 30, 2015 and integration costs of $4 million for the three months and $5 million for the nine months ended September 30, 3015 within selling, general and administrative expenses.

On April 23, 2015, we completed the divestiture of our 50 percent interest in aAGF, our Japanese coffee joint venture, to our joint venture partner. During the first quarter of 2015, we reclassified our $96 million held for sale investment from long-term other assets to other current assets, and we recognized $32 million of tax charges related to the pending sale. We also will divest $42 million of cumulative translation losses in connection with the sale. On April 23, 2015, we closed on the transaction and receivedpartner, which generated cash proceeds of 27 billion Japanese yen ($225 million U.S. dollars as of April 23, 2015) and a pre-tax gain of $13 million (after-tax loss of $9 million). Upon closing, we divested our $99 million investment in the joint venture, $65 million of goodwill and $41 million of accumulated other comprehensive losses. We also incurred approximately $7 million of transaction costs.

On February 16, 2015, we acquired a U.S. snacking company, Enjoy Life Foods, (“Enjoy Life”) within our North America segment. We paid cash and settled debt totaling $81 million in connection with the acquisition. AsUpon finalizing the valuation of March 31,the acquired net assets during the second quarter, as of June 30, 2015, we had recorded a preliminaryan $81 million purchase price allocation of $58 million in estimated identifiable intangible assets, $19$20 million of estimated goodwill and $4$3 million of other net assets. We currently expect to finalize the valuation in the second quarter of 2015. The acquisition-related costs and operating results of the acquisition were not material to our condensed consolidated financial statements as of and for the three and nine months ended March 31,September 30, 2015.

On November 11, 2014, we announced the pending acquisition of a biscuit operation in Vietnam. The biscuit operation will become a subsidiary within our Asia Pacific segment. The total consideration to be paid is expected to be up to 12,656 billion Vietnamese dong ($596 million U.S. dollars as of March 31, 2015). We expect to close the initial phase of the transaction in mid 2015 after regulatory and other matters are resolved. We deposited $46 million in escrow upon signing the purchase agreement on November 10, 2014. We expect to pay approximately 9,935 billion Vietnamese dong ($468 million U.S. dollars as of March 31, 2015) and deposit an additional 991 billion Vietnamese dong ($47 million U.S. dollars as of March 31, 2015) in escrow upon completing the initial phase of the transaction in mid 2015, which we expect to fund from current borrowing capacity. The balance will be paid upon the satisfaction of final conditions, including the resolution of warranty or other claims and purchase price adjustments.

Note 3.  Inventories

Inventories consisted of the following:

 

                                                                        
  As of March 31,   As of December 31,   As of September 30,   As of December 31, 
  2015   2014   2015   2014 
  (in millions)   (in millions) 

Raw materials

  $1,210    $1,122    $967    $1,122  

Finished product

   2,211     2,358     2,062     2,358  
  

 

   

 

   

 

   

 

 

Inventories, net

$3,421  $3,480    $3,029    $3,480  
  

 

   

 

   

 

   

 

 

On July 2, 2015, we deconsolidated $469 million of net inventory with the coffee business transactions. See Note 2,Divestitures and Acquisitions, for additional information.

Note 4.  Property, Plant and Equipment

Property, plant and equipment consisted of the following:

 

                                    
   As of March 31,   As of December 31, 
   2015   2014 
   (in millions) 

Land and land improvements

  $540    $574  

Buildings and building improvements

   2,946     3,117  

Machinery and equipment

   11,107     11,737  

Construction in progress

   1,490     1,484  
  

 

 

   

 

 

 
 16,083   16,912  

Accumulated depreciation

 (6,822 (7,085
  

 

 

   

 

 

 

Property, plant and equipment, net

$9,261  $9,827  
  

 

 

   

 

 

 

In connection with our 2012-2014 Restructuring Program and 2014-2018 Restructuring Program (see Note 6,Restructuring Programs), we recorded non-cash asset write-downs (including accelerated depreciation and asset impairments) of $78 million in the three months ended March 31, 2015 and $12 million in the three months ended March 31, 2014. These charges were recorded in the consolidated statements of earnings within asset impairment and exit costs as follows:

                                    
   For the Three Months Ended 
   March 31, 
   2015   2014 
   (in millions) 

Latin America

  $13    $  

Asia Pacific

   19       

EEMEA

          

Europe

   25     1  

North America

   21     11  
  

 

 

   

 

 

 

Total non-cash asset write-downs

$78  $12  
  

 

 

   

 

 

 
                                                                        
           

As of

September 30,

   

As of

December 31,

 
           2015   2014 
           (in millions) 

Land and land improvements

      $502    $574  

Buildings and building improvements

       2,731     3,117  

Machinery and equipment

       9,983     11,737  

Construction in progress

       1,572     1,484  
      

 

 

   

 

 

 
       14,788     16,912  

Accumulated depreciation

       (6,224   (7,085
      

 

 

   

 

 

 

Property, plant and equipment, net

      $8,564    $9,827  
      

 

 

   

 

 

 

 

On July 2, 2015, we deconsolidated $751 million of net property, plant and equipment with the coffee business transactions. See Note 2,Divestitures and Acquisitions, for additional information.

 

In connection with our 2012-2014 Restructuring Program and 2014-2018 Restructuring Program, we recorded non-cash asset write-downs (including accelerated depreciation and asset impairments) of $56 million in the three months and $191 million in the nine months ended September 30, 2015 and $48 million in the three months and $74 million in the nine months ended September 30, 2014 (see Note 6,Restructuring Programs).

 

These charges were recorded in the consolidated statements of earnings within asset impairment and exit costs as follows:

 

   

     

   

   For the Three Months Ended   For the Nine Months Ended 
   September 30,   September 30, 
   2015   2014   2015   2014 
   (in millions)               

Latin America

  $6    $    $40    $  

Asia Pacific

   18     18     46     18  

EEMEA

   2     4     4     5  

Europe

   14     13     51     14  

North America

   16     13     50     37  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-cash asset write-downs

  $56    $48    $191    $74  
  

 

 

   

 

 

   

 

 

   

 

 

 

Note 5.  Goodwill and Intangible Assets

Goodwill by reportable segment was:

 

                                    
   As of March 31,   As of December 31, 
   2015   2014 
   (in millions) 

Latin America

  $1,004    $1,127  

Asia Pacific

   2,314     2,395  

EEMEA

   1,775     1,942  

Europe

   8,338     8,952  

North America

   8,925     8,973  
  

 

 

   

 

 

 

Goodwill

$22,356  $23,389  
  

 

 

   

 

 

 

Intangible assets consisted of the following:

  

                                    
   As of March 31,   As of December 31, 
   2015   2014 
   (in millions) 

Non-amortizable intangible assets

  $18,017    $18,810  

Amortizable intangible assets

   2,407     2,525  
  

 

 

   

 

 

 
 20,424   21,335  

Accumulated amortization

 (990 (1,000
  

 

 

   

 

 

 

Intangible assets, net

$19,434  $20,335  
  

 

 

   

 

 

 

Non-amortizable intangible assets consist principally

As of brand names purchased through our acquisitions
    September 30,    
As of Nabisco Holdings Corp., the Spanish and Portuguese operations of United Biscuits, the globalLU biscuit business of Groupe Danone S.A. and Cadbury Limited. Amortizable intangible assets consist primarily of trademarks, customer-related intangibles, process technology, licenses and non-compete agreements. At March 31, 2015, the weighted-average life of our amortizable intangible assets was 13.3 years.

Amortization expense for intangible assets was $46 million in the three months ended March 31, 2015 and $54 million in the three months ended March 31, 2014. We currently estimate annual amortization expense for each of the next five years to be approximately $190 million, estimated using March 31, 2015 exchange rates.

During our 2014 review of non-amortizable intangible assets, we recorded an impairment charge of $57 million within asset impairment and exit costs for the impairment of intangible assets in Asia Pacific and Europe. We also noted three brands with $341 million of aggregate book value as of
    December 31,    

20152014 that each had a fair value
(in excess of book value of 10% or less. While these intangible assets passed our annual impairment testing and we believe our current plans for each of these brands will allow them to continue to not be impaired, if 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.millions)

Latin America

$865$1,127

Asia Pacific

2,5172,395

EEMEA

1,3731,942

Changes in goodwill and intangible assets consisted of:Europe

7,3168,952

North America

8,8928,973

 

                                    
       Intangible 
   Goodwill   Assets, at Cost 
   (in millions) 

Balance at January 1, 2015

  $23,389    $21,335  

Changes due to:

    

Currency

   (1,052   (969

Acquisition

   19     58  
  

 

 

   

 

 

 

Balance at March 31, 2015

$22,356  $20,424  
  

 

 

   

 

 

 

Refer to Note 2,Divestitures and Acquisitions, for additional information related to the Enjoy Life acquisition completed in the first quarter.

Goodwill

$20,963$23,389

Intangible assets consisted of the following:

                                    
   As of
September 30,
   As of
December 31,
 
   2015   2014 
   (in millions) 

Non-amortizable intangible assets

  $17,812    $18,810  

Amortizable intangible assets

   2,351     2,525  
  

 

 

   

 

 

 
   20,163     21,335  

Accumulated amortization

   (1,048   (1,000
  

 

 

   

 

 

 

Intangible assets, net

  $19,115    $20,335  
  

 

 

   

 

 

 

Non-amortizable intangible assets consist principally of brand names purchased through our acquisitions of Nabisco Holdings Corp., the Spanish and Portuguese operations of United Biscuits, the globalLU biscuit business of Groupe Danone S.A. and Cadbury Limited. Amortizable intangible assets consist primarily of trademarks, customer-related intangibles, process technology, licenses and non-compete agreements. At September 30, 2015, the weighted-average life of our amortizable intangible assets was 13.6 years.

Amortization expense for intangible assets was $45 million in the three months and $137 million in the nine months ended September 30, 2015 and $48 million in the three months and $157 million in the nine months ended September 30, 2014. We currently estimate annual amortization expense for each of the next five years to be approximately $184 million, estimated using September 30, 2015 exchange rates.

During our 2014 review of non-amortizable intangible assets, we recorded an impairment charge of $57 million within asset impairment and exit costs for the impairment of intangible assets in Asia Pacific and Europe. We also noted three brands with $341 million of aggregate book value as of December 31, 2014 that each had a fair value in excess of book value of 10% or less. While these intangible assets passed our annual impairment testing and we believe our current plans for each of these brands will allow them to continue to not be impaired, if 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.

Changes in goodwill and intangible assets consisted of:

                                    
       Intangible 
   Goodwill   Assets, at Cost 
   (in millions) 

Balance at January 1, 2015

  $23,389    $21,335  

Changes due to:

    

Currency

   (1,196   (1,229

Deconsolidation and divestiture

   (1,729     

Acquisitions

   500     58  

Other

   (1   (1
  

 

 

   

 

 

 

Balance at September 30, 2015

  $20,963    $20,163  
  

 

 

   

 

 

 

Changes to goodwill and intangibles were:

Deconsolidation and divestiture – On July 2, 2015, we deconsolidated $1,664 million of goodwill and less than $1 million of intangible assets in connection with the coffee business transactions. On April 23, 2015, we completed the divestiture of our 50 percent interest in AGF, which resulted in divesting $65 million of goodwill.
Acquisitions – On July 15, 2015, we acquired an 80% interest in a biscuit operation in Vietnam and recorded a preliminary allocation of $480 million of goodwill as we complete the final valuation work for the acquisition. On February 16, 2015, we acquired Enjoy Life Foods and recorded $20 million of goodwill and $58 million in identifiable intangible assets.

For more information on these transactions, refer to Note 2,Divestitures and Acquisitions.

Note 6.  Restructuring Programs

2014-2018 Restructuring Program

On May 6, 2014, our Board of Directors approved a $3.5 billion restructuring program, comprised of approximately $2.5 billion in cash costs and $1 billion in non-cash costs (the “2014-2018 Restructuring Program”), and up to $2.2 billion of capital expenditures. The primary objective of the 2014-2018 Restructuring Program is to reduce our operating cost structure in both our supply chain and overhead costs. The program is intended primarily to cover severance as well as asset disposals and other manufacturing-related one-time costs. We expect to incur the majority of the program’s charges in 2015 and 2016 and to complete the program by year-end 2018. Since inception, we have incurred total restructuring and related implementation charges of $605 million$1.0 billion related to the 2014-2018 Restructuring Program.

Restructuring Costs:Costs:

We recorded restructuring charges of $163$146 million in the three months and $442 million in the nine months ended March 31,September 30, 2015 and $25 million in the three months and $26 million in the nine months ended September 30, 2014 within asset impairment and exit costs. The activity for the 2014-2018 Restructuring Program liability for the threenine months ended March 31,September 30, 2015 was:

 

                                                                                                            
  Severance
and related
costs
   Asset
Write-downs
   Total   Severance
and Related
Costs
   Asset
Write-downs
   Total 
  (in millions)   (in millions) 

Liability balance, January 1, 2015

  $224    $    $224    $224    $    $224  

Charges

   85     78     163     252     190     442  

Cash spent

   (39        (39   (156        (156

Non-cash settlements / adjustments

        (78   (78   (6   (190   (196

Currency

   (14        (14   (15        (15
  

 

   

 

   

 

   

 

   

 

   

 

 

Liability balance, March, 31, 2015

$256  $  $256  

Liability balance, September 30, 2015

  $299    $    $299  
  

 

   

 

   

 

   

 

   

 

   

 

 

We spent $39$51 million in the three months and $156 million in the nine months ended March 31,September 30, 2015 and $25 million in the three months and $26 million in the nine months ended September 30, 2014 in cash severance and related costs. We also recognized non-cash pension settlement losses (See Note 9,Benefit Plans), non-cash asset write-downs (including accelerated depreciation and asset impairments) and other non-cash adjustments totaling $78$56 million in the three months and $196 million in the nine months ended March 31,September 30, 2015. At March 31,September 30, 2015, $248$267 million of our net restructuring liability was recorded within other current liabilities and $8$32 million was recorded within other long-term liabilities.

Implementation Costs:

Implementation costs are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit or disposal activities. We believe the disclosure of implementation costs provides readers of our financial statements with more information on the total costs of our 2014-2018 Restructuring Program. Implementation costs primarily relate to reorganizing our operations and facilities in connection with our supply chain reinvention program and other identified productivity and cost saving initiatives. The costs include incremental expenses related to the closure of facilities, costs to terminate certain contracts and the simplification of our information systems. Within our continuing results of operations, we recorded implementation costs of $61$75 million in the three months and $185 million in the nine months ended March 31, 2015.September 30, 2015 and $42 million in the three months and $51 million in the nine months ended September 30, 2014. We recorded these costs within cost of sales and general corporate expense within selling, general and administrative expenses.

Restructuring and Implementation Costs in Operating Income:

During 2015 and 2014, we recorded restructuring and implementation costs related to the 2014-2018 Restructuring Program within operating income as follows:

 

  Latin
America
   Asia
Pacific
   EEMEA   Europe   North
America
   Corporate (1)   Total   Latin
America
   Asia
Pacific
   EEMEA   Europe   North
America
   Corporate (1)   Total 
              (in millions)                           (in millions)             

For the Three Months Ended
March 31, 2015

              

For the Three Months Ended
September 30, 2015

              

Restructuring Costs

  $30    $33    $7    $35    $39    $2    $146  

Implementation Costs

   6     3     1     19     19     27     75  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $36    $36    $8    $54    $58    $29    $221  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

For the Nine Months Ended
September 30, 2015

              

Restructuring Costs

  $79    $78    $21    $190    $70    $4    $442  

Implementation Costs

   27     12     7     47     40     52     185  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $106    $90    $28    $237    $110    $56    $627  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

For the Three Months Ended
September 30, 2014

              

Restructuring Costs

  $25    $    $    $    $    $    $25  

Implementation Costs

   7     4     3     14     1     13     42  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $32    $4    $3    $14    $1    $13    $67  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

For the Nine Months Ended
September 30, 2014

              

Restructuring Costs

  $15    $25    $2    $109    $11    $1    $163    $26    $    $    $    $    $    $26  

Implementation Costs

   9     4     4     20     9     15     61     8     4     3     14     1     21     51  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

$24  $29  $6  $129  $20  $16  $224    $34    $4    $3    $14    $1    $21    $77  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total Project 2014-2015 (2)

              

Restructuring Costs

$96  $41  $21  $200  $68  $11  $437    $158    $94    $40    $283    $124    $18    $717  

Implementation Costs

 25   13   8   57   14   51   168     45     21     11     82     48     84     291  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

$121  $54  $29  $257  $82  $62  $605    $203    $115    $51    $365    $172    $102    $1,008  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 (1)Includes adjustment for rounding.
 (2)Includes all charges recorded since program inception on May 6, 2014 through March 31,September 30, 2015.

2012-2014 Restructuring Program

On October 1, 2012, we completed the Spin-Off of our North American grocery business, Kraft Foods Group, Inc. (“Kraft Foods Group”), to our shareholders (the “Spin-Off”). Prior to this transaction, in 2012, our Board of Directors approved $1.5 billion of related restructuring and implementation costs (the “2012-2014 Restructuring Program”) reflecting primarily severance, asset disposals and other manufacturing-related one-time costs. The primary objective of the 2012-2014 Restructuring Program was to ensure that Mondelēz International and Kraft Foods Group were each set up to operate efficiently and execute on our respective business strategies upon separation and in the future.

Of the $1.5 billion of 2012-2014 Restructuring Program costs, we retained approximately $925 million and Kraft Foods Group retained the balance of the program. Through the end of 2014, we incurred total restructuring and related implementation charges of $899 million and completed incurring planned charges on the 2012-2014 Restructuring Program.

Restructuring Costs:

We recorded reversals to the restructuring charges of $2$3 million in the threenine months ended March 31,September 30, 2015 related to accruals no longer required. We recorded restructuring charges of $42$163 million in the three months and $259 million in the nine months ended March 31,September 30, 2014 within asset impairment and exit costs. The activity for the 2012-2014 Restructuring Program liability for the threenine months ended March 31,September 30, 2015 was:

 

                                                                                                            
  Severance
and related
costs
   Asset
Write-downs
   Total   Severance
and Related
Costs
   Asset
Write-downs
   Total 
      (in millions)       (in millions) 

Liability balance, January 1, 2015

  $128    $    $128    $128    $    $128  

Charges

   (2        (2   (3        (3

Cash spent

   (19        (19   (57        (57

Non-cash settlements

               

Non-cash settlements / adjustments

               

Currency

   (5        (5   (6        (6
  

 

   

 

   

 

   

 

   

 

   

 

 

Liability balance, March 31, 2015

$102  $  $102  

Liability balance, September 30, 2015

  $62    $    $62  
  

 

   

 

   

 

   

 

   

 

   

 

 

We spent $19$14 million in the three months and $57 million in the nine months ended March 31,September 30, 2015 and $28$44 million in the three months and $110 million in the nine months ended March 31,September 30, 2014 in cash severance and related costs. We also recognized non-cash pension plan settlement losses (See Note 9,Benefit Plans), non-cash asset write-downs (including accelerated depreciation and asset impairments) and other non-cash adjustments totaling $13$53 million in the three months and $77 million in the nine months ended March 31,September 30, 2014. At March 31,September 30, 2015, $74$47 million of our net restructuring liability was recorded within other current liabilities and $28$15 million was recorded within other long-term liabilities.

Implementation Costs:

Implementation costs related to our 2012-2014 Restructuring Program primarily relate to activities in connection with the Spin-Off such as reorganizing our operations and facilities, the discontinuance of certain product lines and incremental expenses related to the closure of facilities, replicating our information systems infrastructure and reorganizing our sales function. Within our continuing results of operations, we recorded implementation costs of $24$23 million in the three months and $66 million in the nine months ended March 31,September 30, 2014. We recorded these costs within cost of sales and selling, general and administrative expenses.

Restructuring and Implementation Costs in Operating Income:

During the three and nine months ended March 31,September 30, 2014 and since inception of the 2012-2014 Restructuring Program, we recorded restructuring and implementation costs within operating income as follows:

 

  Latin
America
   Asia
Pacific
   EEMEA   Europe   North
America
   Corporate (1)   Total   Latin
America
   Asia
Pacific
   EEMEA   Europe   North
America
   Corporate (1)   Total 
              (in millions)                           (in millions)             

For the Three Months Ended
March 31, 2014

              

For the Three Months Ended
September 30, 2014

              

Restructuring Costs

  $3    $27    $14    $85    $34    $    $163  

Implementation Costs

        1          14     7     1     23  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $3    $28    $14    $99    $41    $1    $186  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

For the Nine Months Ended
September 30, 2014

              

Restructuring Costs

  $1    $    $4    $17    $20    $    $42    $7    $28    $26    $128    $70    $    $259  

Implementation Costs

             1     15     7     1     24     1     1     2     42     20          66  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

$1  $  $5  $32  $27  $1  $66    $8    $29    $28    $170    $90    $    $325  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total Project 2012-2014 (2)

              

Restructuring Costs

$36  $36  $69  $249  $337  $2  $729    $36    $36    $69    $249    $337    $2    $729  

Implementation Costs

 3   6   4   88   65   4   170     3     6     4     88     65     4     170  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

$39  $42  $73  $337  $402  $6  $899    $39    $42    $73    $337    $402    $6    $899  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 (1)Includes adjustment for rounding.
 (2)Includes all charges recorded since program inception in 2012 through conclusion on December 31, 2014.

Note 7. Debt

Short-Term Borrowings:

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

 

                                                                                                                                                
  As of March 31, 2015   As of December 31, 2014   As of September 30, 2015   As of December 31, 2014 
  Amount
Outstanding
   Weighted-
Average Rate
   Amount
Outstanding
   Weighted-
Average Rate
   Amount
Outstanding
   Weighted-
Average Rate
   Amount
Outstanding
   Weighted-
Average Rate
 
  (in millions)       (in millions)       (in millions)       (in millions)     

Commercial paper

  $3,465     0.5%    $1,101     0.4%    $1,279     0.5%    $1,101     0.4%  

Bank loans

   223     12.1%     204     8.8%     292     9.0%     204     8.8%  
  

 

     

 

     

 

     

 

   

Total short-term borrowings

$3,688  $1,305    $1,571      $1,305    
  

 

     

 

     

 

     

 

   

As of March 31,September 30, 2015, the commercial paper issued and outstanding had between 1 and 9255 days remaining to maturity. Bank loans include borrowings on primarily uncommitted credit lines maintained by some of our international subsidiaries to meet short-term working capital needs.

Borrowing Arrangements:

We maintain a revolving credit facility for general corporate purposes, including for working capital purposes and to support our commercial paper program. Our $4.5 billion multi-year senior unsecured revolving credit facility expires on October 11, 2018. The revolving credit agreement includes a covenant that we maintain a minimum shareholders’ equity of at least $24.6 billion, excluding accumulated other comprehensive earnings / (losses) and the cumulative effects of any changes in accounting principles. At March 31,September 30, 2015, we complied with the covenant as our shareholders’ equity as defined by the covenant was $33.8$39.5 billion. The revolving credit facility agreement also contains customary representations, covenants and events of default. There are no credit rating triggers, provisions or other financial covenants that could require us to post collateral as security. As of March 31,September 30, 2015, no amounts were drawn on the facility.

Some of our international subsidiaries maintain primarily uncommitted credit lines to meet short-term working capital needs. Collectively, these credit lines amounted to $2.0$1.9 billion at March 31,September 30, 2015 and $2.1 billion at December 31, 2014. Borrowings on these lines amounted to $223$292 million at March 31,September 30, 2015 and $204 million at December 31, 2014.

Long-Term Debt:

On September 21, 2015, we priced an offering offr.400 million of Swiss franc-denominated notes, or approximately $414 million in U.S. dollars as of the October 6, 2015 settlement date, consisting of:

fr.135 million (or $140 million) of 0.625% fixed rate notes that mature on October 6, 2020
fr.265 million (or $274 million) of 1.125% fixed rate notes that mature on December 21, 2023

On October 6, 2015, we received net proceeds of $410 million that were used for general corporate purposes and to fund upcoming debt maturities. On this date, we recorded thefr.400 million of Swiss franc-denominated notes and less than $1 million of premiums and deferred financing costs, which will be amortized into interest expense over the life of the notes.

On June 11, 2015,400 million of our floating rate euro-denominated notes matured. The notes and accrued interest to date were paid with cash on hand and the issuance of commercial paper.

On March 30, 2015, we issuedfr.675 million of Swiss franc-denominated notes, or approximately $694 million in U.S. dollars as of March 31, 2015, consisting of:

  fr.175 million (or $180 million) of 0.000% fixed rate notes that mature on March 30, 2017
  fr.300 million (or $308 million) of 0.625% fixed rate notes that mature on December 30, 2021
  fr.200 million (or $206 million) of 1.125% fixed rate notes that mature on December 30, 2025

We received net proceeds of $675 million that were used for general corporate purposes. We recorded approximately $2 million of premiums and deferred financing costs, which will be amortized into interest expense over the life of the notes.

On March 20, 2015,850 million of our 6.250% euro-denominated notes matured. The notes and accrued interest to date were paid with the issuance of commercial paper and cash on hand.

On March 20, 2015, we completed a cash tender offer and retired $2.5 billion of our long-term U.S. dollar debt consisting of:

$102 million of our 6.500% Notes due in August 2017
$115 million of our 6.125% Notes due in February 2018
$80 million of our 6.125% Notes due in August 2018
$691 million of our 5.375% Notes due in February 2020
$201 million of our 6.500% Notes due in November 2031
$26 million of our 7.000% Notes due in August 2037
$71 million of our 6.875% Notes due in February 2038
$69 million of our 6.875% Notes due in January 2039
$1,143 million of our 6.500% Notes due in February 2040

We financed the repurchase of these notes, including the payment of accrued interest and other costs incurred, from net proceeds received from the $2.8 billion notes issuance on March 6, 2015 described below and the issuance of commercial paper. In connection with retiring this debt, during the first three months of 2015, we recorded a $708 million loss on extinguishment of debt within interest expense related to the amount we paid to retire the debt in excess of its carrying value and from recognizing unamortized discounts and deferred financing costs in earnings at the time of the debt extinguishment. The loss on extinguishment is included in long-term debt repayments in the condensed consolidated statement of cash flows for the threenine months ended March 31,September 30, 2015. We also recognized $5 million of charges within interest expense from hedging instruments related to the retired debt. Upon extinguishing the debt, the deferred cash flow hedge amounts were recorded in earnings.

On March 6, 2015, we issued2.0 billion of euro-denominated notes and £450 million of British pound sterling-denominated notes, or approximately $2.8 billion in U.S. dollars as of March 31, 2015, consisting of:

500 million (or $537 million) of 1.000% fixed rate notes that mature on March 7, 2022
750 million (or $805 million) of 1.625% fixed rate notes that mature on March 8, 2027
750 million (or $805 million) of 2.375% fixed rate notes that mature on March 6, 2035
£450 million (or $667 million) of 3.875% fixed rate notes that mature on March 6, 2045

We received net proceeds of $2,890 million that were used to fund the March 2015 tender offer and for other general corporate purposes. We recorded approximately $29 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 3.1%3.5% as of March 31,September 30, 2015, following the completion of our tender offer and debt issuances in the first quarter. Our weighted-average interest rate on our total debt as of December 31, 2014 was 4.3%, down from 4.8% as of December 31, 2013.

Fair Value of Our Debt:

The fair value of our short-term borrowings at March 31,September 30, 2015 and December 31, 2014 reflects current market interest rates and approximates the amounts we have recorded on our consolidated balance sheet. The fair value of our long-term debt was determined using quoted prices in active markets (Level 1 valuation data) for the publicly traded debt obligations. At March 31,September 30, 2015, the aggregate fair value of our total debt was $19,986$16,874 million and its carrying value was $18,705$16,359 million. At December 31, 2014, the aggregate fair value of our total debt was $18,463 million and its carrying value was $16,700 million.

Interest and Other Expense Net:/ (Income):

Interest and other expense net/ (income) within our results of continuing operations consisted of:

 

                                    
   For the Three Months Ended 
   March 31, 
   2015   2014 
   (in millions) 

Interest expense, debt

  $175    $202  

Loss on debt extinguishment and related expenses

   713     494  

Realized gain on planned coffee business divestiture currency hedges

   (311     

Unrealized gain on planned coffee business divestiture currency hedges

   (240     

Loss related to interest rate swaps

   34       

Other expense, net

   15     24  
  

 

 

   

 

 

 

Total interest and other expense, net

$386  $720  
  

 

 

   

 

 

 
                                                                        
   For the Three Months Ended   For the Nine Months Ended 
   September 30,   September 30, 
   2015   2014   2015   2014 
   (in millions) 

Interest expense, debt

  $139    $188    $461    $582  

Loss on debt extinguishment and
related expenses

             713     495  

Coffee business transactions
currency-related net gains

   (29   (420   (436   (413

Loss related to interest rate swaps

             34       

Other expense, net

   4     5     42     53  
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest and other expense / (income)

  $114    $(227  $814    $717  
  

 

 

   

 

 

   

 

 

   

 

 

 

See Note 2,Divestitures and Acquisitions, and Note 8,Financial Instruments,for information on the currency exchange forward contracts associated with the planned coffee business transactions. Also see Note 8,Financial Instruments, for information on the loss related to U.S. dollar interest rate swaps no longer designated as accounting cash flow hedges during the quarter.first quarter of 2015.

Note 8. Financial Instruments

Fair Value of Derivative Instruments:

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

 

                                                                        
                                                                          As of September 30, 2015   As of December 31, 2014 
  As of March 31, 2015   As of December 31, 2014   Asset   Liability   Asset   Liability 
  Asset
Derivatives
   Liability
Derivatives
   Asset
Derivatives
   Liability
Derivatives
   Derivatives   Derivatives   Derivatives   Derivatives 
  (in millions)   (in millions) 

Derivatives designated as
accounting hedges:

                

Currency exchange contracts

  $90    $33    $69    $17    $23    $4    $69    $17  

Commodity contracts

   1     57     12     33     12     25     12     33  

Interest rate contracts

   17     73     13     42     22     69     13     42  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
$108  $163  $94  $92    $57    $98    $94    $92  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Derivatives not designated as
accounting hedges:

        

Currency exchange contracts

$284  $77  $735  $24    $61    $23    $735    $24  

Commodity contracts

 107   156   90   194     80     98     90     194  

Interest rate contracts

 50   33   59   39     44     29     59     39  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
$441  $266  $884  $257    $185    $150    $884    $257  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total fair value

$549  $429  $978  $349    $242    $248    $978    $349  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

We record derivative assets and liabilities on a gross basis in our condensed consolidated balance sheet. 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. See our consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2014 for additional information on our risk management strategies and use of derivatives and related accounting.

The fair values (asset / (liability)) of our derivative instruments were determined using:

 

                                                                                                                                                
  As of March 31, 2015   As of September 30, 2015 
  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)
   Total
Fair Value of Net
Asset / (Liability)
   Quoted Prices in
Active Markets
for Identical
Assets

(Level 1)
   Significant
Other Observable

Inputs (Level 2)
   Significant
Unobservable

Inputs
(Level 3)
 
  (in millions)   (in millions) 

Currency exchange contracts

  $264   $   $264   $    $57    $    $57    $  

Commodity contracts

   (105 (105           (31   (7   (24     

Interest rate contracts

   (39     (39       (32        (32     
  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Total derivatives

$120  $(105$225  $    $(6  $(7  $1    $  
  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 
  As of December 31, 2014 
  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

  $763   $   $763   $  

Commodity contracts

   (125 (49 (76    

Interest rate contracts

   (9     (9    
  

 

  

 

  

 

  

 

 

Total derivatives

$629  $(49$678  $  
  

 

  

 

  

 

  

 

 

                                                                        
   As of December 31, 2014 
   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

  $763    $    $763    $  

Commodity contracts

   (125   (49   (76     

Interest rate contracts

   (9        (9     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total derivatives

  $629    $(49  $678    $  
  

 

 

   

 

 

   

 

 

   

 

 

 

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 $146$40 million as of March 31,September 30, 2015 and $84 million as of December 31, 2014 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 liability position, we would owe $1 million as of March 31, 2015 and $3 million as of December 31, 2014, and for derivatives we have in a net asset position, our counterparties would owe us a total of $42$32 million as of March 31,September 30, 2015 and $38 million as of December 31, 2014.

Level 2 financial assets and liabilities consist primarily of over-the-counter (“OTC”) currency exchange forwards, options and swaps; commodity forwards and options; and interest rate swaps. Our currency exchange contracts are valued using an income approach based on observable market forward rates less the contract rate multiplied by the notional amount. Commodity derivatives are valued using an income approach based on the observable market commodity index prices less the contract rate multiplied by the notional amount or based on pricing models that rely on market observable inputs such as commodity prices. Our calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the observable market interest rate curve. Our calculation of the fair value of financial instruments takes into consideration the risk of nonperformance, including counterparty credit risk. Our OTC derivative transactions are governed by International Swap Dealers Association agreements and other standard industry contracts. Under these agreements, we do not post nor require collateral from our counterparties. The majority of our commodity and currency exchange OTC derivatives do not have a legal right of set-off. In connection with our OTC derivatives that could be net-settled in the event of default, assuming all parties were to fail to comply with the terms of the agreements, for derivatives we have in a net liability position, we would owe $159$117 million as of March 31,September 30, 2015 and $156 million as of December 31, 2014, and for derivatives we have in a net asset position, our counterparties would owe us a total of $67$66 million as of March 31,September 30, 2015 and $72 million as of December 31, 2014. We manage the credit risk in connection with these and all our derivatives by entering into transactions with counterparties with investment grade credit ratings, limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties.

Derivative Volume:

The net notional values of our derivative instruments were:

 

                                                                        
  Notional Amount   Notional Amount 
  As of March 31,   As of December 31,   As of September 30,     As of December 31, 
  2015   2014   2015     2014 
  (in millions)   (in millions) 

Currency exchange contracts:

          

Intercompany loans and forecasted interest payments

  $3,639    $3,640    $3,657      $3,640  

Forecasted transactions

   6,670     6,681     1,660       6,681  

Commodity contracts

   1,196     1,569     617       1,569  

Interest rate contracts

   3,037     3,970     3,051       3,970  

Net investment hedge – euro notes

   4,722     3,932     4,471       3,932  

Net investment hedge – pound sterling notes

   1,185     545     1,210       545  

Net investment hedge – Swiss franc notes

   694          694         

Cash Flow Hedges:

Cash flow hedge activity, net of taxes, within accumulated other comprehensive earnings / (losses) included:

 

                                    
 For the Three Months Ended                                                                         
March 31,   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
 
 2015 2014   2015   2014   2015   2014 
 (in millions)   (in millions) 

Accumulated gain / (loss) at beginning of period

 $(2 $117    $(53  $44    $(2  $117  

Transfer of realized losses / (gains) in fair value to earnings

 (18 (1   60     (17   6     (20

Unrealized gain / (loss) in fair value

 (26 (34   (69   47     (66   (23
 

 

  

 

   

 

   

 

   

 

   

 

 

Accumulated gain / (loss) at end of period

$(46$82    $(62  $74    $(62  $74  
 

 

  

 

   

 

   

 

   

 

   

 

 

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

 

                                    
 For the Three Months Ended                                                                         
March 31,   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
 
 2015 2014  2015   2014   2015   2014 
 (in millions)   (in millions) 

Currency exchange contracts – forecasted transactions

 $46   $(2  $(11  $12    $73    $8  

Commodity contracts

 (2 5     (49   5     (53   14  

Interest rate contracts

 (26 (2             (26   (2
 

 

  

 

   

 

   

 

   

 

   

 

 

Total

$18  $1    $(60  $17    $(6  $20  
 

 

  

 

   

 

   

 

   

 

   

 

 

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

 

                                                                                                            
 For the Three Months Ended   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
 
March 31,  2015   2014   2015   2014 
 2015 2014   (in millions) 
 (in millions) 

Currency exchange contracts -forecasted transactions

 $49   $2  

Currency exchange contracts –
forecasted transactions

  $8    $58    $33    $65  

Commodity contracts

 (38 11     (38   7     (61   10  

Interest rate contracts

 (37 (47   (39   (18   (38   (98
 

 

  

 

   

 

   

 

   

 

   

 

 

Total

$(26$(34  $(69  $47    $(66  $(23
 

 

  

 

   

 

   

 

   

 

   

 

 

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

Pre-tax gains / (losses) on amounts excluded from effectiveness testing recognized in net earnings from continuing operations included a pre-tax loss of $34 million recognized in the three months ended March 31, 2015 within interest and other expense net/ (income) related to certain U.S. dollar interest rate swaps that we no longer designate as accounting cash flow hedges due to a change in financing and hedging plans. In the first quarter, our plans to issue U.S. dollar debt changed and we issued euro, British pound sterling and Swiss franc-denominated notes due to lower overall cost and our decision to hedge a greater portion of our net investments in operations that use these currencies as their functional currencies. In the second and third quarters of 2015 and the prior-year period,periods, amounts excluded from effectiveness testing were not material.

We record pre-tax and after-tax (i) gains or losses reclassified from accumulated other comprehensive earnings / (losses) into earnings, (ii) gains or losses on ineffectiveness and (iii) gains or losses on amounts excluded from effectiveness testing in:

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

Based on current market conditions, we would expect to transfer unrealized losses of $55$28 million (net of taxes) for commodity cash flow hedges, unrealized gains of $55$10 million (net of taxes) for currency cash flow hedges and unrealized losses of $1$2 million (net of taxes) for interest rate cash flow hedges to earnings during the next 12 months.

Hedge Coverage:

As of March 31,September 30, 2015, we hedged transactions forecasted to impact cash flows over the following periods:

commodity transactions for periods not exceeding the next 1615 months;
interest rate transactions for periods not exceeding the next 30 years and 115 months; and
currency exchange transactions for periods not exceeding the next 1115 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:/ (income):

 

                                                      
   For the Three Months Ended
March 31,
   
   2015   2014   
   (in millions)   

Derivatives

  $4    $   

Borrowings

   (4      

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:

          Location of
   For the Three Months Ended  Gain / (Loss)
   March 31,  Recognized
   2015   2014  in Earnings
   (in millions)   

Currency exchange contracts:

     

Intercompany loans and forecasted
interest payments

  $7    $(2 Interest and other
expense, net

Forecasted transactions

   (3   (10 Cost of sales

Forecasted transactions

   553     (5 Interest and other
expense, net

Forecasted transactions

   (11   (1 Selling, general and
administrative expenses

Interest rate contracts

   1        Interest and other
expense, net

Commodity contracts

   (41   38   Cost of sales
  

 

 

   

 

 

  

Total

$506  $20  
  

 

 

   

 

 

  
                                                                        
   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
 
   2015   2014   2015   2014 
   (in millions) 

Derivatives

  $4    $(13  $8    $1  

Borrowings

   (4   13     (8   (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 Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
   

Location of

Gain / (Loss)

Recognized

in Earnings

   2015   2014   2015   2014   
   (in millions)    

Currency exchange contracts:

          

Intercompany loans and forecasted interest payments

  $8    $4    $22    $5    

Interest and other

expense / (income)

Forecasted transactions

   43     29     33     (11  Cost of sales

Forecasted transactions

   36     419     437     405    Interest and other expense / (income)

Forecasted transactions

   5     (4   (11   (7  

Selling, general and

administrative expenses

Interest rate contracts

        (1            Interest and other expense / (income)

Commodity contracts

   (99   (36   (158   (4  Cost of sales
  

 

 

   

 

 

   

 

 

   

 

 

   

Total

  $(7  $411    $323    $388    
  

 

 

   

 

 

   

 

 

   

 

 

   

In connection with the planned coffee business transactions, we entered into euro to U.S. dollar currency exchange forward contracts to hedge an expected cash receipt of approximately4 billion upon closing. As the forward contracts relate to a pending business divestiture, unrealizedThe mark-to-market gains and losses on the derivative arederivatives were recorded in earnings. We recorded a $311net gains of $19 million realized gain and a $240 million unrealized gain for the three months and $405 million for the nine months ended March 31,September 30, 2015 and $420 million for the three months and $413 million for the nine months ended September 30, 2014 within interest and other expense net/ (income) in connection with the forward contracts. We also entered into currency exchange forward contracts asto hedge a portion of the U.S. dollar strengthened relativecash proceeds distributed to our subsidiaries in multiple countries where coffee net assets and shares were deconsolidated. The hedges with a notional value of1.6 billion generated net losses of $4 million in the euro.three months and net gains of $17 million in the nine months ended September 30, 2015. The currency hedge gains and losses were recorded within interest and other expense / (income). See Note 2,Divestitures and Acquisitions—PlannedAcquisitions — Coffee Business Transactions, for additional information on our currency exchange forward contracts transactions in the first quarternine months of 2015.

Hedges of Net Investments in International Operations:

After-tax gains / (losses) related to hedges of net investments in international operations in the form of euro, pound sterling and Swiss franc-denominated debt were:

 

                                                      
  For the Three Months Ended
March 31,
   Location of
Gain / (Loss)
Recognized in
AOCI
                                                                                          
  2015   2014     For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
   Location of
Gain / (Loss)
Recognized in
AOCI
  (in millions)      2015   2014   2015   2014   
  (in millions)    

Euro notes

  $314    $(5  Currency  $(8  $219    $188    $219    Currency

Pound sterling notes

   32     (4  Translation   30     37     17     14    Translation

Swiss franc notes

   (13       Adjustment   18          (13       Adjustment

Note 9. Benefit Plans

Pension Plans

Prior to the July 2, 2015 closing of the coffee business transactions, certain active employees who transitioned to JDE participated in our Non-U.S. pension plans. Following the transactions, benefits began to be provided directly by JDE to participants continuing with JDE. JDE assumed certain pension plan obligations and received the related plan assets. As of July 2, 2015, we reduced our net benefit plan liabilities by $146 million and the related deferred tax assets by $25 million. Refer to Note 2,Divestitures and Acquisitions – Coffee Business Transactions, for more information. For all remaining participants, we retained the plan obligations and related plan assets.

Components of Net Periodic Pension Cost:

Net periodic pension cost consisted of the following:

 

                                                                                                                                                
 U.S. Plans Non-U.S. Plans   U.S. Plans   Non-U.S. Plans 
For the Three Months Ended March 31, For the Three Months Ended March 31,     For the Three Months Ended September 30,       For the Three Months Ended September 30,   
 2015 2014 2015 2014   2015   2014   2015   2014 
 (in millions)   (in millions) 

Service cost

 $17   $15   $50   $44    $16    $14    $44    $47  

Interest cost

 17   17   77   97     16     16     77     99  

Expected return on plan assets

 (23 (20 (119 (123   (23   (21   (120   (123

Amortization:

            

Net loss from experience differences

 12   8   39   27     11     7     33     26  

Settlement losses

 3   2       5  

Prior service cost(1)

                    

Settlement losses(2)

   2     14          (5
 

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Net periodic pension cost

$26  $22  $47  $50    $22    $30    $34    $44  
 

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

                                                                        
   U.S. Plans   Non-U.S. Plans 
     For the Nine Months Ended September 30,       For the Nine Months Ended September 30,   
   2015   2014   2015   2014 
   (in millions) 

Service cost

  $48    $42    $145    $136  

Interest cost

   50     49     231     296  

Expected return on
plan assets

   (70   (61   (358   (371

Amortization:

        

Net loss from experience differences

   33     22     110     80  

Prior service cost(1)

   1     1     16     1  

Settlement losses(2)

   15     20          5  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic pension cost

  $77    $73    $144    $147  
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)For the nine months ended September 30, 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 – Coffee Business Transactions, for more information.
(2)Settlement losses include $1 million for the three months and $7 million for the nine months ended September 30, 2015 of pension settlement losses for employees who elected lump-sum payments in connection with our 2014-2018 Restructuring Program. See Note 6,Restructuring Programs, for more information. We recorded an additional $49 million of pension settlement losses related to the coffee business transactions within the gain on the coffee business transactions. Refer to Note 2, Divestitures and Acquisitions – Coffee Business Transactions, for more information.

Employer Contributions:

We make contributions to our U.S. and non-U.S. pension plans primarily to the extent that they are tax deductible and do not generate an excise tax liability. During the threenine months ended March 31,September 30, 2015, we contributed $202$211 million to our U.S. plans and $116$212 million to our non-U.S. plans. Based on current tax law, we plan to make further contributions of approximately $8$3 million to our U.S. plans and approximately $203$114 million to our non-U.S. plans during the remainder of 2015. However, our actual contributions may differ due to many factors, including changes in tax and other benefit laws or significant differences between expected and actual pension asset performance or interest rates.

Postretirement Benefit Plans

Net postretirement health care costs consisted of the following:

 

                                                                                                            
  For the Three Months Ended   For the Three Months Ended   For the Nine Months Ended 
  March 31,   September 30,   September 30, 
  2015   2014   2015   2014   2015   2014 
  (in millions)   (in millions) 

Service cost

  $4    $3    $4    $4    $11    $10  

Interest cost

   6     5     5     5     17     16  

Amortization:

            

Net loss from experience differences

   3     2     3     1     10     4  

Prior service credit

   (2   (3   (1   (3   (5   (8
  

 

   

 

   

 

   

 

   

 

   

 

 

Net postretirement health care costs

$11  $7    $11    $7    $33    $22  
  

 

   

 

   

 

   

 

   

 

   

 

 

Postemployment Benefit Plans

Net postemployment costs consisted of the following:

 

                                                                                                            
  For the Three Months Ended   For the Three Months Ended   For the Nine Months Ended 
  March 31,   September 30,   September 30, 
  2015   2014   2015   2014   2015   2014 
  (in millions)   (in millions) 

Service cost

  $2    $2    $2    $2    $5    $6  

Interest cost

   1     2     1     2     4     5  
  

 

   

 

   

 

   

 

   

 

   

 

 

Net postemployment costs

$3  $4    $3    $4    $9    $11  
  

 

   

 

   

 

   

 

   

 

   

 

 

Note 10. Stock Plans

Stock Options:

Stock option activity consisted of the following:

 

                                                                                                            
  Shares Subject
to Option
   Weighted-Average
Exercise or

Grant Price
Per Share
   Aggregate
Intrinsic
Value
   Shares Subject
to Option
   Weighted-Average
Exercise or
Grant Price
Per Share
   Aggregate
Intrinsic
Value
 

Balance at January 1, 2015

   56,431,551    $24.19    $685 million     56,431,551    $24.19    $685 million  
  

 

       

 

     

Annual grant to eligible employees

 8,899,530   36.94  

Additional options issued

 808,460   35.48  

Annual grants to eligible employees

   8,899,530     36.94    

Additional options granted

   880,500     35.70    
  

 

       

 

     

Total options granted

 9,707,990   36.82     9,780,030     36.83    

Options exercised

 (2,598,094 23.16  $35 million     (5,573,601   23.03    $88 million  

Options cancelled

 (632,703 31.37     (2,435,433   32.21    
  

 

       

 

     

Balance at March 31, 2015

 62,908,744   26.11  $635 million  

Balance at September 30, 2015

   58,202,547     26.09    $233 million  
  

 

       

 

     

Restricted Stock, Deferred Stock Units and Deferred Stock:Performance Share Units:

Restricted andstock, deferred stock unit and performance share unit activity consisted of the following:

 

                                                                                                                                                
  Number of
Shares
   Grant Date   Weighted-Average
Fair Value

Per Share
   Weighted-Average
Aggregate

Fair Value
   Number of
Shares
   Grant Date  Weighted-Average
Fair Value

Per Share
   Weighted-Average
Aggregate

Fair Value
 

Balance at January 1, 2015

   10,582,640      $28.56       10,582,640      $28.56    
  

 

         

 

       

Performance share units granted

 1,598,290   Feb. 18, 2015   36.94  

Annual grant to eligible employees

 1,253,550   Feb. 18, 2015   36.94  

Additional shares issued

 643,413   Various   36.71  

Annual grants to eligible employees:

        

Performance share units

   1,598,290    Feb. 18, 2015   36.94    

Restricted stock

   386,910    Feb. 18, 2015   36.94    

Deferred stock units

   866,640    Feb. 18, 2015   36.94    

Additional shares granted(1)

   845,809    Various   37.44    
  

 

         

 

       

Total shares granted

 3,495,253   36.90  $ 129 million     3,697,649       37.05    $137 million  

Vested

 (3,234,075 36.95  $119 million     (3,442,710     37.18    $128 million  

Forfeited

 (267,181 32.49     (1,160,533     32.17    
  

 

         

 

       

Balance at March 31, 2015

 10,576,637   28.65  

Balance at September 30, 2015

   9,677,046       28.31    
  

 

         

 

       

(1)Includes performance share units, restricted stock and deferred stock units.

Share Repurchase Program:

During 2013, our Board of Directors authorized the repurchase of $7.7 billion of our Common Stock through December 31, 2016. On July 29, 2015, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in the share repurchase plan, raising the authorization to $13.7 billion of Common Stock repurchases, and extended the program through December 31, 2018. Repurchases under the program are determined by management and are wholly discretionary. During the threenine months ended March 31,September 30, 2015, we repurchased 41.779.7 million shares of Common Stock at an average cost of $35.98$38.69 per share, or an aggregate cost of $1.5$3.1 billion, of which $3.0 billion was paid during the quarter.period. All share repurchases were funded through available cash and commercial paper issuances. As of March 31,Through September 30, 2015, we have $1.6repurchased $7.7 billion of shares ($3.1 billion in the first nine months of 2015, $1.9 billion in 2014 and $2.7 billion in 2013) and we have $6.0 billion in remaining share repurchase capacity.

Note 11.  Commitments and Contingencies

Legal Proceedings:

We routinely are involved in legal proceedings, claims and governmental inspections or investigations (“Legal Matters”) arising in the ordinary course of our business.

A compliant and ethical corporate culture, which includes adhering to laws and industry regulations in all jurisdictions in which we do business, is integral to our success. Accordingly, after we acquired Cadbury in February 2010, we began reviewing and adjusting, as needed, Cadbury’s operations in light of applicable standards as well as our policies and practices. We initially focused on such high priority areas as food safety, the Foreign Corrupt Practices Act (“FCPA”) and antitrust. Based upon Cadbury’s pre-acquisition policies and compliance programs and our post-acquisition reviews, our preliminary findings indicated that Cadbury’s overall state of compliance was sound. Nonetheless, through our reviews, we determined that in certain jurisdictions, including India, there appeared to be facts and circumstances warranting further investigation. We are continuing our investigations in certain jurisdictions, including in India, and we continue to cooperate with governmental authorities.

As we previously disclosed, on February 1, 2011, we received a subpoena from the SEC in connection with an investigation under the FCPA, primarily related to a facility in India that we acquired in the Cadbury acquisition. The subpoena primarily requests information regarding dealings with Indian governmental agencies and officials to obtain approvals related to the operation of that facility. We are continuing to cooperate with the U.S. and Indian governments in their investigations of these matters, including through ongoing meetings with the U.S. government to discuss potential conclusion of the U.S. government investigation.

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 (approximately $60$57 million U.S. dollars as of March 31,September 30, 2015) of unpaid excise tax and an equivalent amount of penalties, as well as interest, related to production at the same Indian facility. We contested these demands for unpaid excise taxes, penalties and interest. On March 27, 2015, after several hearings, the Commissioner of the Excise Authority issued an order denying the excise exemption that we claimed for the Indian facility and confirming the Excise Authority’s demands for total taxes and penalties in the amount of 5.8 billion Indian rupees (approximately $94$89 million U.S. dollars as of March 31,September 30, 2015). We plan to appealhave appealed this order. In addition, the Excise Authority issued another show cause notice, dated February 6, 2015, on the same issue but covering the period January to October 2014, thereby adding 1.0 billion Indian rupees (approximately $17$16 million U.S. dollars as of March 31,September 30, 2015) of unpaid excise taxes as well as penalties of up to 1.0 billion Indian rupees (approximately $17$16 million U.S. dollars as of March 31,September 30, 2015) of penalties, as well asand interest, to the amount claimed by the Excise Authority. We believe that the decision to claim the excise tax benefit is valid and we are continuing to contest the show cause notices through the administrative and judicial process.

In April 2013, the staff of the U.S. Commodity Futures Trading Commission (“CFTC”) advised us and Kraft Foods Group that it was investigating activities related to the trading of December 2011 wheat futures contracts that occurred prior to the Spin-Off of Kraft Foods Group. We cooperated with the staff in its investigation. On April 1, 2015, the CFTC filed a complaint against Kraft Foods Group and Mondelēz Global LLC (“Mondelēz Global”) in the U.S. District Court for the Northern District of Illinois, Eastern Division (the “CFTC action”). The complaint alleges that Kraft Foods Group and weMondelēz 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 usMondelēz Global from violating specified provisions of the Act; disgorgement of profits; and costs and fees. In addition,On June 1, 2015, Mondelēz Global and Kraft Foods Group filed a motion to dismiss the CFTC’s claims of market manipulation and attempted manipulation. Additionally, several class action complaints were filed against Kraft Foods Group and usMondelēz Global in the U.S. District Court for the Northern District of Illinois. These were filed on April 2, 2015Illinois by Harry Ploss, as trustee for the Harry Ploss Trust dated 8/16/1993, on April 9, 2015 by Richard Dennis, on April 16,

2015 by Henrik Christensen, on April 22, 2015 by White Oak Fund, LPinvestors in wheat futures and on April 24, 2015 by Budicak Inc., in each caseoptions on behalf of themselves and others similarly situated. The complaints make the samesimilar allegations as those made in the CFTC action and seek class action certification; an unspecified amount for damages, interest and unjust enrichment; and costs and fees.fees; and injunctive, declaratory, and other unspecified relief. On June 4, 2015, these suits were consolidated in the Northern District of Illinois. 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 predominantly bear any monetary penalties or other payments in connection with the CFTC action.

While we cannot predict with certainty the results of any Legal Matters in which we are currently involved, we do not expect that the ultimate costs to resolve any of these Legal Matters, individually or in the aggregate, will have a material effect on our financial results.

Third-Party Guarantees:

We enter into third-party guarantees primarily to cover 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 March 31,September 30, 2015, we had no material third-party guarantees recorded on our consolidated balance sheet.

Note 12.  Reclassifications from Accumulated Other Comprehensive Income

The components of accumulated other comprehensive earnings / (losses) attributable to Mondelēz International were:

 

                                                                        
                                                                          Mondelēz International Shareholders’ Equity 
  Mondelēz International Shareholders’ Equity   Currency       Derivatives     
  Currency
Translation
Adjustments
 Pension and
Other Benefits
 Derivatives
Accounted for
as Hedges
 Total   Translation   Pension and   Accounted for     
  (in millions)   Adjustments   Other Benefits   as Hedges   Total 
  (in millions) 

Balances at January 1, 2014

  $(1,414 $(1,592 $117   $(2,889  $(1,414  $(1,592  $117    $(2,889
  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Other comprehensive earnings / (losses),
before reclassifications:

        

Currency translation adjustment (1)

 (225 8      (217   (2,069   90          (1,979

Pension and other benefits

    6      6          16          16  

Derivatives accounted for as hedges

 (15    (56 (71   383          (78   305  

Losses / (gains) reclassified into
net earnings

    41   (2 39          125     (22   103  

Tax (expense) / benefit

 6   (13 23   16     (150   (47   57     (140
  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Total other comprehensive
earnings / (losses)

 (227         (1,695
     

 

         

 

 

Balances at March 31, 2014

$(1,648$(1,550$82  $(3,116

Balances at September 30, 2014

  $(3,250  $(1,408  $74    $(4,584
  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Balances at January 1, 2015

$(5,042$(2,274$(2$(7,318  $(5,042  $(2,274  $(2  $(7,318
  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Other comprehensive earnings / (losses),
before reclassifications:

        

Currency translation adjustment(1)

 (2,352 131      (2,221   (2,749   97          (2,652

Pension and other benefits

                    99          99  

Derivatives accounted for as hedges

 525      (56 469     303          (103   200  

Losses / (gains) reclassified into
net earnings

    55   (4 51          229     27     256  

Tax (expense) / benefit

 (192 (13 16   (189   (111   (99   16     (194
  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Total other comprehensive
earnings / (losses)

 (1,890         (2,291
     

 

         

 

 

Balances at March 31, 2015

$(7,061$(2,101$(46$(9,208

Balances at September 30, 2015

  $(7,599  $(1,948  $(62  $(9,609
  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

 

 (1)The condensed consolidated statement of other comprehensive earnings includes currency translation adjustment attributable to noncontrolling interests of $(25)$(22) million for the threenine months ended March 31,September 30, 2015 and $(1)$(19) million for the threenine months ended March 31,September 30, 2014.

Amounts reclassified from accumulated other comprehensive earnings / (losses) and their locations in the condensed consolidated financial statements were as follows:

 

                                                      
  For the Three Months Ended   Location of
Gain / (Loss)
Recognized
in Net Earnings
                                                                                           
  March 31,    For the Three Months Ended For the Nine Months Ended 

Location of

Gain / (Loss)

  2015   2014    September 30, September 30, Recognized
  (in millions)      2015 2014 2015 2014 

in Net Earnings

 (in millions) 

Pension and other benefits:

           

Reclassification of losses / (gains) into
net earnings:

           

Amortization of experience losses and
prior service costs (1)

  $52    $34     $46   $31   $165   $100   

Settlement losses (1)

   3     7      51    9    64    25   

Tax impact

   (13   (13   Provision for income taxes    (28  (26  (64  (47 Provision for income taxes

Derivatives accounted for as hedges:

           

Reclassification of losses / (gains) into
net earnings:

           

Currency exchange contracts –
forecasted transactions

   (50   2     Cost of sales  

Currency exchange contracts - forecasted transactions

  13    (13  (79  (9 Cost of sales

Commodity contracts

   5     (7   Cost of sales    62    (5  65    (16 Cost of sales

Interest rate contracts

   41     3     

 

Interest and other

expense, net

  

  

          41    3   

Interest and other

expense / (income)

Tax impact

   (14        Provision for income taxes    (10  2    (20  3   Provision for income taxes
  

 

   

 

    

 

  

 

  

 

  

 

  

Total reclassifications into net earnings, net of tax

 24   26   $134   $(2 $172   $59   
  

 

   

 

    

 

  

 

  

 

  

 

  

 

 (1)These items are included in the components of net periodic benefit costs disclosed in Note 9,Benefit Plans.

Note 13. Income Taxes

During 2015, as part of our ongoing remediation efforts related to the material weakness in internal controls over the accounting for income taxes, we recorded immaterial out-of-period adjustments that had anof $5 million benefit for the three months and $6 million expense for the nine months ended September 30, 2015. During 2014, we recorded immaterial impact on the provision for income taxesout-of-period adjustments of $7$20 million for the three months and $15 million for the nine months ended March 31, 2015.September 30, 2014. The out-of-period adjustments were not material to the consolidated financial statements for any prior period.

Based on current tax laws, our 2015 estimated annual effective tax rate, for 2015excluding impacts from the third quarter gain on the disposition of our coffee business, is 20.5%23.1%, reflecting favorable impacts from the mix of pre-tax income in various non-U.S. tax jurisdictions. Our 2015 firstthird quarter effective tax rate of 26.6%4.5% benefitted from the one-time third quarter sale of our coffee business that resulted in a pre-tax gain of $7,122 million and $197 million of related tax expense, as well as $21 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. Other discrete one-time events, which partially offset the costs associated with the sale of our coffee business, of $40 million primarily related to favorable audit settlements and expirations of statutes of limitations in several jurisdictions. Our effective tax rate for the nine months ended September 30, 2015 of 6.5% was unfavorablyfavorably impacted by net tax expense from $25the sale of our coffee business in the third quarter. Other significant discrete one-time events consisted of $54 million of discrete one-time events. The discrete net tax expense primarily consisted of a $32 million tax chargecharges related to the sale of our interest in a Japanese coffee joint venture that subsequently closed on April 23, 2015. TheAGF ($32 million in the first quarter upon the investment’s change to held-for-sale status and an additional $22 million upon the closing of the sale in the first quartersecond quarter), and $75 million from favorable audit settlements and expirations of 2015 resultedstatutes of limitations in the recognition of the tax charge since we are no longer indefinitely reinvested in this joint venture.several jurisdictions.

As of the firstthird quarter of 2014, our estimated annual effective tax rate for 2014 was 20.1%21.2%, reflecting favorable impacts from the mix of pre-tax income in various non-U.S. tax jurisdictions, partially offset by the remeasurement of our Venezuelan net monetary assets. Our 2014 firstthird quarter effective tax rate of (22.0)%16.5% was due tofavorably impacted by net tax benefits from $65 million of discrete one-time events and lower pre-tax income due to the tender-related loss on debt extinguishment and the remeasurement of the Venezuela net monetary assets. Of theevents. The discrete net tax benefits primarily related to $109 million from favorable tax audit settlements and expirations of $52statutes of limitations in several jurisdictions, partially offset by $20 million inof out-of-period adjustments. Our effective tax rate for the quarter, $51nine months ended September 30, 2014 of 12.5% was favorably impacted by net tax benefits from $169 million of discrete one-time events. The discrete net tax benefits primarily related to favorable tax audit settlements and expirations of statutes of limitations in several jurisdictions.

Note 14.  Earnings Per Share

Basic and diluted earnings per share (“EPS”) were calculated using the following:

 

                                                                                                            
  For the Three Months Ended   For the Three Months Ended   For the Nine Months Ended 
  March 31,   September 30,   September 30, 
  2015   2014   2015   2014   2015   2014 
  (in millions, except per share data)   (in millions, except share and per share data) 

Net earnings

  $312    $150    $7,268    $902    $8,007    $1,694  

Noncontrolling interest

   (12   (13   2     3     11     10  
  

 

   

 

   

 

   

 

   

 

   

 

 

Net earnings attributable to Mondelēz International

$324  $163    $7,266    $899    $7,996    $1,684  
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted-average shares for basic EPS

 1,648   1,704     1,609     1,688     1,627     1,695  

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

 17   18     20     17     19     18  
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted-average shares for diluted EPS

 1,665   1,722     1,629     1,705     1,646     1,713  
  

 

   

 

   

 

   

 

   

 

   

 

 

Basic earnings per share attributable to Mondelēz International

$0.20  $0.10    $4.52    $0.53    $4.91    $0.99  

Diluted earnings per share attributable to Mondelēz International

$0.19  $0.09    $4.46    $0.53    $4.86    $0.98  

We exclude antidilutive Mondelēz International stock options from our calculation of weighted-average shares for diluted EPS. We excluded 10.9less than 1 million antidilutive stock options for the three months and 10.8 million antidilutive stock options for the nine months ended March 31,September 30, 2015 and 4.7we excluded 9.7 million antidilutive stock options for the three months and 8.1 million antidilutive stock options for the nine months ended March 31,September 30, 2014.

Note 15. Segment Reporting

We manufacture and market primarily snack food and beverage products, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy coffee & powdered beverages 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 five reportable operating segments:

Latin America
Asia Pacific
Eastern Europe, Middle East and Africa (“EEMEA”)EEMEA
Europe
North America

We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise in our key markets. 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 our new coffee equity method investment in JDE, we began to record the earnings from our equity method investments in after-tax equity method investment earnings outside of segment operating income. Earnings from equity method investments through July 2, 2015 recorded within each region, we also manage by product category. The change did not affect oursegment operating or reportable segments. In 2014, we managed our operations within Latin America,income were $49 million in Asia Pacific, $3 million in EEMEA and $4 million in North America. For the three months ended September 30, 2014, these earnings were $19 million in Asia Pacific, $1 million in EEMEA by location and within Europe$3 million in North America. For the nine months ended September 30, 2014, these earnings were $73 million in Asia Pacific, $3 million in EEMEA and $7 million in North America by product category.America. Also in 2015, we began to report stock-based compensation for our corporate employees, which was previously reported within our North America region, within general corporate expenses. During the first quarter of 2015, weWe reclassified $11 million of corporate stock-based compensation expense out of the North America segment.segment of $7 million during the three months and $22 million during the nine months ended September 30, 2015.

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, gains and losses on divestitures or acquisitions, gain on the coffee business transactions 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 interest and other expense net./ (income). 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 were:

 

                                                                        
                                      For the Three Months Ended   For the Nine Months Ended 
  For the Three Months Ended
March 31,
  September 30,   September 30, 
  2015   2014   2015   2014   2015   2014 
  (in millions)   (in millions) 

Net revenues:

            

Latin America

  $1,257    $1,356    $1,233    $1,315    $3,730    $3,913  

Asia Pacific

   1,153     1,223     1,101     1,153     3,278     3,460  

EEMEA

   695     838     586     894     2,150     2,740  

Europe

   2,975     3,557     2,173     3,215     7,963     10,151  

North America

   1,682     1,667     1,756     1,760     5,151     5,150  
  

 

   

 

   

 

   

 

   

 

   

 

 

Net revenues

$7,762  $8,641    $6,849    $8,337    $22,272    $25,414  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

                                                                        
                                      For the Three Months Ended   For the Nine Months Ended 
  For the Three Months Ended
March 31,
   September 30,   September 30, 
  2015   2014   2015   2014   2015   2014 
  (in millions)   (in millions) 

Earnings before income taxes:

            

Operating income:

            

Latin America

  $154    $44    $134    $120    $422    $304  

Asia Pacific

   146     188     71     65     321     364  

EEMEA

   32     64     52     93     184     303  

Europe

   326     463     298     368     885     1,294  

North America

   281     203     275     272     817     744  

Unrealized gains / (losses) on hedging activities

   (7   7     (4   39     75     (8

General corporate expenses

   (74   (72   (95   (56   (240   (191

Amortization of intangibles

   (46   (54   (45   (48   (137   (157

Gains on coffee business transactions and divestiture

   7,122          7,135       

Acquisition-related costs

   (1        (6        (8     
  

 

   

 

   

 

   

 

   

 

   

 

 

Operating income

 811   843     7,802     853     9,454     2,653  

Interest and other expense, net

 (386 (720

Interest and other (expense) / income

   (114   227     (814   (717
  

 

   

 

   

 

   

 

   

 

   

 

 

Earnings before income taxes

$425  $123    $7,688    $1,080    $8,640    $1,936  
  

 

   

 

   

 

   

 

   

 

   

 

 

Items impacting our segment operating results are discussed in Note 1,Basis of Presentation, including the Venezuelan currency devaluation, Note 2,Divestitures and Acquisitions, and Note 6,Restructuring Programs. Also see Note 7,Debt, and Note 8,Financial Instruments, for more information on our interest and other expense net/ (income) for each period.

Total assets by segment were:

                                                  
  As of September 30,  As of December 31, 
  2015  2014 
  (in millions) 

Total assets(1):

  

Latin America

 $5,654   $6,470  

Asia Pacific(2)

  8,057    8,068  

EEMEA(2)

  4,100    5,153  

Europe(2)

  21,993    24,568  

North America

  21,332    21,287  

Equity method investments

  4,895    662  

Unallocated assets(3)

  359    607  
 

 

 

  

 

 

 

Total assets

 $66,390   $66,815  
 

 

 

  

 

 

 

(1)Beginning in the third quarter of 2015, earnings from equity method investees are reported outside of segment operating income, as discussed above in this Note and Note 1,Basis of Presentation – Equity Method Investments,and outside of segment assets. We reclassified equity method investments above as of December 31, 2014 on a basis consistent with the 2015 presentation.
(2)On July 2, 2015, we deconsolidated our global coffee businesses, primarily from our Europe, EEMEA and Asia Pacific segments. See Note 2,Divestitures and Acquisitions – Coffee Business Transactions, for more information.
(3)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.

Net revenues by product category were:

 

                                                                                                                                                                                                                        
  For the Three Months Ended March 31, 2015   For the Three Months Ended September 30, 2015 
  Latin   Asia           North       Latin   Asia           North     
America   Pacific   EEMEA   Europe   America   Total  America   Pacific   EEMEA   Europe   America   Total 
  (in millions)   (in millions) 

Biscuits

  $309    $316    $124    $594    $1,358    $2,701    $428    $356    $125    $592    $1,403    $2,904  

Chocolate

   294     402     199     1,228     56     2,179     184     370     232     1,086     64     1,936  

Gum & Candy

   295     191     118     183     268     1,055     262     171     134     177     289     1,033  

Beverages(1)

   214     115     185     674          1,188     178     76     45     43          342  

Cheese & Grocery

   145     129     69     296          639     181     128     50     275          634  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total net revenues

$1,257  $1,153  $695  $2,975  $1,682  $7,762    $1,233    $1,101    $586    $2,173    $1,756    $6,849  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

                                                                                                                                                                                                                        
  For the Three Months Ended March 31, 2014 (1)   For the Three Months Ended September 30, 2014(2) 
  Latin   Asia           North       Latin   Asia           North     
America   Pacific   EEMEA   Europe   America   Total  America   Pacific   EEMEA   Europe   America   Total 
  (in millions)   (in millions) 

Biscuits

  $327    $331    $147    $722    $1,341    $2,868    $338    $294    $165    $712    $1,382    $2,891  

Chocolate

   324     418     243     1,476     63     2,524     253     408     287     1,214     76     2,238  

Gum & Candy

   286     206     147     223     263     1,125     314     191     152     216     302     1,175  

Beverages(1)

   255     122     228     777          1,382     232     100     227     723          1,282  

Cheese & Grocery

   164     146     73     359          742     178     160     63     350          751  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total net revenues

$1,356  $1,223  $838  $3,557  $1,667  $8,641    $1,315    $1,153    $894    $3,215    $1,760    $8,337  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

                                                                                                            
   For the Nine Months Ended September 30, 2015 
   Latin   Asia           North     
  America   Pacific   EEMEA   Europe   America   Total 
   (in millions) 

Biscuits

  $1,144    $940    $396    $1,828    $4,161    $8,469  

Chocolate

   680     1,074     627     3,204     161     5,746  

Gum & Candy

   852     550     418     558     829     3,207  

Beverages(1)

   570     324     502     1,493          2,889  

Cheese & Grocery

   484     390     207     880          1,961  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

  $3,730    $3,278    $2,150    $7,963    $5,151    $22,272  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

                                                                                                            
   For the Nine Months Ended September 30, 2014(2) 
   Latin   Asia           North     
  America   Pacific   EEMEA   Europe   America   Total 
   (in millions) 

Biscuits

  $998    $898    $483    $2,228    $4,121    $8,728  

Chocolate

   833     1,155     751     3,804     189     6,732  

Gum & Candy

   893     585     499     677     840     3,494  

Beverages(1)

   684     359     782     2,348          4,173  

Cheese & Grocery

   505     463     225     1,094          2,287  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

  $3,913    $3,460    $2,740    $10,151    $5,150    $25,414  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 (1)On July 2, 2015, we contributed our global coffee businesses primarily from our Europe, EEMEA and Asia Pacific segment beverage categories. The year-over-year decrease in beverages primarily reflects the coffee business transactions and unfavorable currency on our remaining beverage business. The impact of deconsolidating our coffee businesses on July 2, 2015 was $670 million in Europe, $169 million in EEMEA and $16 million in Asia Pacific on a year-over-year third quarter and constant currency basis. The impact of deconsolidating our coffee businesses on July 2, 2015 was $824 million in Europe, $250 million in EEMEA, $10 million in Asia Pacific and $2 million in Latin America on a year-over-year nine month period and constant currency basis. Refer to Note 2,Divestitures and Acquisitions – Coffee Business Transactions, for more information.
(2)During 2014, we realigned some of our products across product categories and as such, we reclassified the product category net revenues on a basis consistent with the 2015 presentation.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Description of the Company

We manufacture and market primarily snack food and beverage products, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy coffee & powdered beverages and various cheese & grocery products, as well as powdered beverage products. We have operations in more than 80 countries and sell our products in approximately 165 countries.

Over the last several years, we have been expanding geographically and building our presence in the snacking category. At the same time, we have continued to invest in product quality, marketing and innovation behind our iconic brands, while implementing a series of cost saving initiatives. Our goals are to achieve industry-leading revenue growth over time along withdriven by the higher expected growth rates of advantaged snack categories; leverage our cost structure through supply chain reinvention, productivity programs, overhead streamlining, volume growth and improved product mix to drive margin gains; and grow earnings per share in the top-tier of our peer group.

Planned Coffee Business Transactions

On May 7, 2014,July 2, 2015, we announced that we entered into an agreementcompleted transactions to combine our wholly owned coffee businesses (including our coffee portfolio (outside ofin France) with those of D.E Master Blenders 1753 B.V. (“DEMB”). In conjunction with this transaction, to create a new company, Jacobs Douwe Egberts or JDE. We now hold a 43.5% equity interest in JDE and Acorn Holdings B.V. (“AHBV”), owner of DEMB, also madeholds a binding offer56.5% share. In connection with the transaction, we recorded a preliminary pre-tax gain of $7.1 billion (or $6.9 billion after-taxes) on the contribution of our global coffee businesses during the three months ended September 30, 2015. In addition, we recorded approximately $1 billion of net gains on currency exchange forward contracts related to receivethe hedging of proceeds for the transaction as described further below in this section. The consideration we received to date for our coffee businessbusinesses consists of3.8 billion of cash ($4.2 billion U.S. dollars as of July 2, 2015), a 43.5 percent equity interest in France. The parties also invited our partnersJDE and $1.1 billion in certain joint venturesreceivables related to join the new company.

estimated sales price adjustments and tax formation cost payments expected to be paid in 2016. During the firstthird quarter, we also recorded $283 million of cash and receivables related to the reimbursement of costs from JDE which we incurred related to separating our coffee businesses. The cash and equity consideration we received reflects an adjustment for retaining our interest in a Korea-based joint venture, Dongsuh Foods Corporation, which was part of the original transaction and valuation. During the second quarter of 2015, we entered into an agreement to sellalso completed the sale of our interest in a Japanese coffee joint venture, to our joint venture partner so they may operateAjinomoto General Foods, Inc. (“AGF”), which had also been considered in the business independently.original transaction and valuation. In lieu of contributing our interest in the AGF joint venture to JDE, we will instead contributecontributed the net cash proceeds from the sale, ofand the interest.transaction did not change the consideration received for our global coffee businesses. Please see discussion of the pending divestiture of the Japanese coffee joint venture inrefer to Note 2,Divestitures and Acquisitions., for more information on the divestiture of AGF.

Upon completionDuring the third quarter we completed a preliminary valuation of all proposedour investment in JDE as of the closing date and recorded a $4.5 billion estimated investment in JDE within equity method investments on the condensed consolidated balance sheet. We and JDE are currently in the process of finalizing the value of JDE and our investment in JDE as of the closing date. The value of our investment in JDE is also affected by the estimated sales price adjustment that will be settled in 2016. As such, the contribution proceeds we recorded, including the values for our investment in JDE and the sales price adjustment, are estimated and subject to further adjustment as we work with Acorn Holdings B.V. and JDE to address the remaining terms of the agreement. As a result, the final amount of consideration we receive and the gain we recognize on the transactions may change materially until we expectconclude these matters.

As a result of the transaction, our snacks product categories, consisting of biscuits, chocolate, gum and candy, make up the majority of our business portfolio, contributing approximately 84% of our 2015 year to receive cashdate and 85% of our 2014 net revenues after excluding coffee net revenues. By retaining a significant stake in JDE, the coffee category will continue to be significant to our results. As such, we have reflected our historical coffee results and equity earnings from JDE in results from continuing operations reflecting the fact that results from the coffee category continue to be a significant part of our net earnings and strategy going forward.

Additionally, we recorded currency-related net gains of $29 million in the three months and $436 million in the nine months ended September 30, 2015 and $420 million in the three months and $413 million in the nine months ended September 30, 2014 due to currency exchange forward contracts related to the receipt of the coffee business transaction proceeds and the subsequent transfers of these funds to our subsidiaries, as detailed below. To lock in an expected pre-tax U.S. dollar value of approximately $5 billion related to the estimated4 billion and an equity interest of approximately 49 percent in the new company, to be called Jacobs Douwe Egberts (“JDE”). AHBV will hold a majority share in the proposed combined company and will have a majority of the seats on the board, which will be chaired by current DEMB Chairman Bart Becht. We will have certain minority rights. AHBV is owned by an investor group led by JAB Holding Company s.à r.l.

The transactions remain subject to regulatory approvals and the completion of employee information and consultation requirements. We continue to expect the transactions to be completed in the third quarter of 2015, subject to closing conditions, including regulatory approvals. In December 2014, the European Commission announced its intention to further evaluate the proposed transaction against EU antitrust regulations in order to make a final determination on merger clearance, which we currently expect in the second quarter of 2015. We and DEMB also continue to undertake consultations with Works Councils and employee representatives as required in connection with the transactions.

In connection with the expectedcash receipt of approximately4 billion upon closing, we entered into currency exchange forward contracts beginning in May 2014, when the transaction was announced. We recognized a $19 million gain on the final settlement of the forward contracts during the three months ended September 30, 2015 and a net gain of $405 million on these contracts during 2015. In 2014, we recognized $420 million of gains in the three months and $413 million in the nine months ended September 30, 2014. The currency hedge gains and losses were recorded in interest and other expense / (income). Cumulatively over 2014 and through the final settlement of the forward contracts on July 6, 2015, we realized aggregate net gains and received cash of approximately $1.0 billion on these currency exchange forward contracts. In addition to the receipt of $4.2 billion of cash consideration to date, we received $1 billion of cash from realized hedges for a total of $5.2 billion of cash received to date related to the coffee business transactions.

During the second quarter of 2014 to lock in an expected U.S. dollar value of approximately $5 billion. On February 11, 2015, we monetized these forward contracts and realized total pre-tax gains of $939 million, of which $311 million was recognized in the first quarter of 2015. We also entered into new currency exchange forward contracts to lockhedge a portion of the cash payments to be made to our subsidiaries in an expected euro/U.S. dollar exchange rate on the expectedmultiple countries where coffee net assets and shares were deconsolidated. During July 2015, we settled these forward contracts with a notional value of41.6 billion cash receipt that generatedand realized a $240net loss of $4 million unrealized gain in the first quarterthree months ended and a net gain of $17 million in the nine months ended September 30, 2015. The unrealized gain wasIn connection with transferring the funds to our subsidiaries that deconsolidated net assets and shares, we incurred additional currency gains of $14 million in the third quarter. These currency-related gains and losses were recorded within interest and other expense net and the asset derivative is recorded within other current assets. On April 17, 2015, we monetized the new forward contracts for a realized gain of $296 million and executed new currency exchange forward contracts to continue to lock in an expected U.S. dollar value on the receipt of the4 billion at closing. Based on changes in the euro/U.S. dollar exchange rate, the actual closing date of the planned coffee business transactions and the settlement dates of the hedges or other hedges we may put into place, the actual amount of U.S. dollars we receive could change.

We have incurred incremental expenses related to readying our coffee businesses for the planned transactions which totaled $28 million in the three months ended March 31, 2015 and were recorded within selling, general and administrative expenses of primarily our Europe and EEMEA segments and within our general corporate expenses. For additional information on the JDE coffee transactions, see Note 2,Divestitures and Acquisitions – Planned Coffee Business Transactions/ (income).

Debt Issuances and Tender Offer

On March 30, 2015, we issued $694 million of Swiss franc-denominated notes that generated approximately $675 million of net cash proceeds, which were used for general corporate purposes. In March 2015, we also recorded approximately $2 million of premiums and deferred financing costs, which will be amortized into interest expense over the life of the notes.

On March 20, 2015, we completed a cash tender offer and retired $2.5 billion of our outstanding higher coupon U.S. dollar debt. In the first three months of 2015, we recorded a $713 million loss on debt extinguishment and related expenses related to the amount we paid to retire the debt in excess of its carrying value and from recognizing unamortized discounts and deferred financing costs in earnings at the time of the debt extinguishment.

On March 6, 2015, we issued $2.8 billion aggregate amount of euro and British pound sterling-denominated notes that generated approximately $2.9 billion of net cash proceeds, which were used to fund the March 2015 tender offer and for other general corporate purposes. In March 2015, we also recorded approximately $29 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 3.1% as of March 31, 2015, following the completion of our tender offer and debt issuances in the first quarter. Our weighted-average interest rate on our total debt as of December 31, 2014 was 4.3%, down from 4.8% as of December 31, 2013. See Note 7,Debt, for additional information on these transactions.

Summary of Results

 

Net revenues decreased 17.8% to $6.8 billion in the third quarter of $7.82015 and decreased 12.4% to $22.3 billion decreased 10.2% in the first quarternine months of 2015 as compared to the first quarter of 2014.same periods in the prior year. Net revenues in 2015 were significantly affected by unfavorable currency translation, as the U.SU.S. dollar strengthened against most currencies in which we operate.operate compared to exchange rates in the prior year, and the July 2, 2015 deconsolidation of our global coffee business.

 

  Organic Net Revenue increased 3.7% to $7.8 billion in the third quarter of $9.02015 and increased 3.4% to $23.5 billion increased 3.8% in the first quarternine months of 2015 as compared to the first quarter of 2014.same periods in the prior year. Organic Net Revenue is a non-GAAP financial measure we use to evaluate our underlying results (see the definition of Organic Net Revenue and our reconciliation with net revenues withinNon-GAAP Financial Measures appearing later in this section).

 

  Diluted EPS attributable to Mondelēz International increased 741.5% to $4.46 in the third quarter of $0.192015 and increased 111.1%395.9% to $4.86 in the first quarternine months of 2015 as compared to the first quarter of 2014.same periods in the prior year. A number of significant items also affected the comparability of our reported results, as further described in theDiscussion and Analysis of Historical Results appearing later in this section and in the notes to the condensed consolidated financial statements.

 

  Adjusted EPS decreased 16.0% to $0.42 in the third quarter of $0.412015 and increased 5.1%0.8% to $1.30 in the first quarternine months of 2015 as compared to the first quarter of 2014.same periods in the prior year. On a constant currency basis, Adjusted EPS remained flat at $0.50 in the third quarter of $0.492015 and increased 25.6%18.6% to $1.53 in the first quarternine months of 2015. Adjusted EPS is a non-GAAP financial measure we use to evaluate our underlying results (see the definition of Adjusted EPS and our reconciliation with diluted EPS withinNon-GAAP Financial Measures appearing later in this section).

Financial Performance Measures

We seek to achieve top-tier financial performance. We manage our business to achieve this goal using our key operating metrics: Organic Net Revenue, Adjusted Operating Income and Adjusted EPS. As we evaluate our revenue growth, in addition to evaluating underlying revenue drivers such as pricing and volume/mix, we also evaluate revenue growth from emerging markets and our Power Brands. Refer toNon-GAAP Financial Measures appearing later in this section for more information on these measures.

We also monitor a number of factors and trends that we expect may affect our revenues and profitability. During the first quarternine months of 2015, we continued to note trends similar trends asto those we highlighted in our most recently filed Annual Report on Form 10-K for the year ended December 31, 2014. In particular, volatility in the global commodity and currency markets continued. Refer toCommodity Trends appearing later in this section and Note 1,Basis of Presentation Currency Translation and Highly Inflationary Accounting, for additional information on our commodity costs and specific currency risks we are monitoring.

Discussion and Analysis of Historical Results

Items Affecting Comparability of Financial Results

The following table includes significant income or (expense) items that affected the comparability of our pre-tax results of operations and our effective tax rates. Please refer to the notes to the condensed consolidated financial statements indicated below for more information. Refer also to theConsolidated Results of Operations – Net Earnings and Earnings per Share Attributable to Mondelēz International table for the per share impacts of these items.

 

                                                      
      For the Three Months Ended March 31, 
   See Note      2015          2014     
      (in millions of U.S. dollars) 

Planned coffee business transactions:

  Note 2   

Incremental costs for readying the businesses

    $(28 $  

Unrealized gain on currency hedges

     240      

Realized gain on currency hedges(1)

     311      

2014-2018 Restructuring Program:

  Note 6   

Restructuring charges

     (163    

Implementation charges

     (61    

2012-2014 Restructuring Program:

  Note 6   

Restructuring charges

     2    (42

Implementation charges

         (24

Remeasurement of Venezuelan net
monetary assets:

  Note 1   

Q1 2014: 6.30 to 10.70 bolivars to U.S. dollar

         (142

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

     (11    

Loss on debt extinguishment and
related expenses

  Note 7   (713  (494

Effective tax rate

  Note 13   26.6  (22.0)% 
                                                                                          
       For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
 
  See Note    2015  2014  2015  2014 
       (in millions) 

Coffee business transactions

 Note 2       

Gain on contribution

     $7,122   $   $7,122   $  

Incremental costs for readying
the businesses

      (54  (10  (239  (15

Currency-related net gains(1)

      29    420    436    413  

2014-2018 Restructuring Program:

 Note 6       

Restructuring charges

      (146  (25  (442  (26

Implementation charges

      (75  (42  (185  (51

2012-2014 Restructuring Program:

 Note 6       

Restructuring charges

          (163  3    (259

Implementation charges

          (23      (66

Remeasurement of Venezuelan
net monetary assets:

 Note 1       

Q1 2014: 6.30 to 10.70 bolivars
to U.S. dollar

                  (161

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

              (11    

Loss on debt extinguishment and related expenses

 Note 7             (713  (495

Gain on AGF divestiture

 Note 2             13      

Effective tax rate

 Note 13     4.5  16.5  6.5  12.5

 

 (1)On February 11, 2015, we monetized certain currency hedgesTo lock in an expected U.S. dollar value of approximately $5 billion related to the anticipated cash receipt ofestimated4 billion fromcash receipt upon closing, we entered into currency exchange forward contracts beginning in May 2014, when the planned coffee business transactions,transaction was announced. We recognized a $19 million gain on the final settlement of the forward contracts during the three months ended September 30, 2015 and wea net gain of $405 million on these contracts during 2015. We also monetized additional hedges during July 2015 and realized totalnet pre-tax gains of $939$17 million, of which $311net losses of $4 million waswere recognized in the firstthird quarter of 2015. In connection with transferring the funds to our subsidiaries that deconsolidated net assets and shares, we incurred additional currency gains of $14 million in the third quarter. Refer to Note 2,Divestitures and Acquisitions–PlannedAcquisitions – Coffee Business Transactions, for more information.

Consolidated Results of Operations

The following discussion compares our consolidated results of operations for the three months and nine months ended March 31,September 30, 2015 and 2014.

Three Months Ended March 31:September 30:

 

                                                                                                                                                
  For the Three Months Ended           For the Three Months Ended         
  March 31,           September 30,         
  2015   2014   $ change   % change   2015   2014   $ change   % change 
  (in millions, except per share data)       (in millions, except per share data)     

Net revenues

  $7,762    $8,641    $(879   (10.2)%    $6,849    $8,337    $(1,488   (17.8)%  

Operating income

   811     843     (32   (3.8)%     7,802     853     6,949     814.7%  

Net earnings attributable to
Mondelēz International

   324     163     161     98.8%��    7,266     899     6,367     708.2%  

Diluted earnings per share attributable to Mondelēz International

   0.19     0.09     0.10     111.1%     4.46     0.53     3.93     741.5%  

Net Revenues – Net revenues decreased $879$1,488 million (10.2%(17.8%) to $7,762$6,849 million in the firstthird quarter of 2015, and Organic Net Revenue(1) increased $328$279 million (3.8%(3.7%) to $8,969$7,761 million. Organic Net Revenue growth was driven primarilymostly by our Power Brands, which grew 5.9%5.1%. In addition, emerging markets grew 10.8%10.3% and accounted for the entire increase in our Organic Net Revenue. The underlying changes in net revenues and Organic Net Revenue are detailed below:

 

                  
   2015 

Change in net revenues (by percentage point)

  

Higher net pricing

   6.57.4pp 

Unfavorable volume/mix

   (2.73.7)pp 
  

 

 

 

Total change in Organic Net Revenue(1)

 3.83.7

Unfavorable currency

 (14.513.6)pp 

Historical coffee business(2)

(9.3)pp 

Impact of acquisitions

1.1pp 

Impact of accounting calendar change

 0.4pp 

Impact of acquisition

0.10.3pp 
  

 

 

 

Total change in net revenues

 (10.217.8)% 
  

 

 

 

 

 (1)Please see theNon-GAAP Financial Measures section at the end of this item.
(2)Includes our historical global coffee business prior to the July 2, 2015 coffee business transactions. Refer to Note 2,Divestitures and Acquisitions,andNon-GAAP Financial Measuresappearing later in this section for more information.

Organic Net Revenue growth was driven by higher net pricing, partially offset by unfavorable volume/mix. Net pricing was up, which includes the carryover benefit of pricing actions taken in 2014 as well asreflecting the effects of input cost-driven pricing actions taken during the quarter.first nine months of 2015. Higher net pricing was reflected across all segments, primarily Latin America, Europe and EEMEA.segments. Unfavorable volume/mix was largely due to price elasticity as well as strategic decisions to exit certain low-margin product lines, partially offset by the shift of Easter-related shipments into the first quarter.lines. Unfavorable volume/mix was reflected primarily in Europe, Latin America and Asia Pacific.across all segments except North America. Unfavorable currency impacts decreased net revenues by $1,251$1,015 million, due primarily to the strength of the U.S. dollar relative to several currencies, including the euro, Venezuelan bolivar,Brazilian real, Russian ruble, Brazilian real,Australian dollar, British pound sterling and Ukrainian hryvnya.Canadian dollar. The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenues of $855 million for the quarter. The July 15, 2015 acquisition of a biscuit operation in Vietnam added $74 million in incremental net revenues for the quarter. The February 16, 2015 acquisition of the Enjoy Life Foods snacking business in North America added $10 million in incremental net revenues for the quarter. The North America segment accounting calendar change resulted in a year-over-year increase in net revenues of $39 million. The February 16, 2015 acquisition of the Enjoy Life Foods snacking business in North America added $5$19 million in incremental net revenues for the quarter.

Operating Income – Operating income decreased $32increased $6,949 million (3.8%(814.7%) to $811$7,802 million in the firstthird quarter of 2015, Adjusted Operating Income(1) increased $19$34 million (1.8%(3.7%) to $1,072$965 million and Adjusted Operating Income on a constant currency basis(1) increased $201$165 million (19.1%(17.7%) to $1,254$1,096 million due to the following:

 

                                                                        
  Operating       Operating
Income
   Change 
  Income   Change   (in millions)   (percentage point) 
  (in millions)   (percentage point) 

Operating Income for the Three Months Ended March 31, 2014

  $843    

Operating Income for the Three Months Ended September 30, 2014

  $853    

Spin-Off Costs(2)

   3     0.3pp     4     0.7pp  

2012-2014 Restructuring Program costs(3)

   66     6.8pp     186     25.7pp  

2014-2018 Restructuring Program costs(3)

   67     11.6pp  

Integration Program and other acquisition integration costs(4)

   (1   (0.1)pp     (1   (0.1)pp  

Remeasurement of net monetary assets in Venezuela(5)

   142     18.2pp     19     3.4pp  

Operating income from divestitures(6)(7)

          

Costs associated with the coffee business transactions(6)

   10     1.6pp  

Operating income from historical coffee business(7)

   (184   (21.9)pp  

Operating income from divestiture(8)

   (1   (0.2)pp  

Reclassification of equity method investment earnings(9)

   (22   (3.5)pp  
  

 

     

 

   

Adjusted Operating Income(1) for the

Three Months Ended March 31, 2014

$1,053  

Adjusted Operating Income(1) for the
Three Months Ended September 30, 2014

  $931    

Higher net pricing

 558   53.0pp     550     59.1pp  

Higher input costs

 (312 (29.7)pp     (212   (22.8)pp  

Unfavorable volume/mix

 (74 (7.0)pp     (98   (10.6)pp  

Lower selling, general and administrative expenses

 28   2.6pp  

Higher selling, general and administrative expenses

   (65   (7.0)pp  

Change in unrealized gains/losses on hedging activities

 (14 (1.3)pp     (32   (3.4)pp  

Gain on sale of property in 2014

 (7 (0.6)pp  

Impact of acquisitions (10)

   17     1.8pp  

Impact of accounting calendar change(5)

 19   1.8pp     8     0.9pp  

Other, net

 3   0.3pp     (3   (0.3)pp  
  

 

   

 

   

 

   

 

 

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

 201   19.1%     165     17.7%  

Unfavorable currency—translation

 (182 (17.3)pp     (131   (14.0)pp  
  

 

   

 

   

 

   

 

 

Total change in Adjusted Operating Income(1)

 19   1.8%     34     3.7%  
  

 

   

 

   

 

   

 

 

Adjusted Operating Income(1) for the

Three Months Ended March 31, 2015

$1,072  

2012-2014 Restructuring Program costs(3)

 2   0.2pp  

Adjusted Operating Income(1) for the
Three Months Ended September 30, 2015

  $965    

2014-2018 Restructuring Program costs(3)

 (224 (26.6)pp     (221   (31.8)pp  

Remeasurement of net monetary assets in Venezuela(5)

 (11 (1.1)pp  

Costs associated with the planned coffee business transactions(6)

 (28 (3.3)pp  

Operating income from divestitures(6)(7)

      

Acquisition-related costs(6)

 (1 (0.1)pp  

Rounding

 1   0.1pp  

Acquisition integration costs(4)

   (4   (0.5)pp  

Costs associated with the coffee business transactions(6)

   (54   (8.2)pp  

Gain on the coffee business transactions(6)

   7,122     835.0pp  

Acquisition-related costs(10)

   (6   (0.8)pp  
  

 

   

 

   

 

   

 

 

Operating Income for the Three Months Ended March 31, 2015

$811   (3.8)%  

Operating Income for the Three Months Ended September 30, 2015

  $7,802     814.7%  
  

 

   

 

   

 

   

 

 

 

 (1)Please see theNon-GAAP Financial Measures section at the end of this item.
 (2)Refer to Note 2 to the consolidated financial statements in our Form 10-K for the year ended December 31, 2014 for more information on Spin-Off Costs incurred following the Kraft Foods Group, Inc. (“Kraft Foods Group”) divestiture.
 (3)Refer to Note 6,Restructuring Programs, for more information on our 2014-2018 Restructuring Program and our 2012-2014 Restructuring Program.
 (4)Refer to Note 7,Integration Program and Cost Savings Initiatives,to the consolidated financial statements in our Form 10-K for the year ended December 31, 2014 for more information on our Cadbury integration costs in 2014. See Note 2,Divestitures and Acquisitions, for more information on the 2015 acquisition of a biscuit operation in Vietnam.
(5)Refer to Note 1,Basis of Presentation, for more information on the remeasurements of net monetary assets in Venezuela in the prior-year period and the accounting calendar change in the current year.
(6)Refer to Note 2,Divestitures and Acquisitions, for more information on the coffee business transactions.
(7)Includes our historical global coffee business prior to the July 2, 2015 coffee business transactions. Refer to Note 2,Divestitures and Acquisitions, andNon-GAAP Financial Measures appearing later in this section for more information.
(8)Includes the divestiture of AGF that closed on April 23, 2015 and does not include the deconsolidation of our coffee businesses. Refer to Note 2,Divestitures and Acquisitions, andNon-GAAP Financial Measures appearing later in this section for more information.
(9)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 after-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.
(10)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2015 acquisitions of a biscuit operation in Vietnam and Enjoy Life Foods.

During the quarter, higher net pricing outpaced increased input costs. Higher net pricing, primarily reflecting the impact of pricing actions taken during the first nine months of 2015, was reflected across all segments. The increase in input costs was driven by higher raw material costs, in part due to higher currency exchange transaction costs on imported materials, partially offset by lower manufacturing costs. Unfavorable volume/mix was reflected across all segments.

Total selling, general and administrative expenses decreased $263 million from the third quarter of 2014 due to a number of factors noted in the table above, including in part, a favorable currency impact, the adjustment for deconsolidating our historical coffee business, the absence of 2012-2014 Restructuring Program costs and remeasurement losses in 2014 related to our net monetary assets in Venezuela. The decreases were partially offset by increases in costs associated with the coffee business transactions and costs incurred for the 2014-2018 Restructuring Program.

Excluding the factors noted above, selling, general and administrative expenses increased $65 million from the third quarter of 2014. The increase was driven primarily by higher advertising and consumer promotions support, particularly behind our Power Brands.

Excluding the portion related to deconsolidating our historical coffee business, the change in unrealized gains / (losses) decreased operating income by $32 million in the third quarter of 2015. In the third quarter of 2015, the net unrealized losses on currency and commodity hedging activity were $4 million, as compared to net unrealized gains of $28 million ($39 million including coffee-related activity) in the third quarter of 2014 related to currency and commodity hedging activity.

Unfavorable currency impacts decreased operating income by $130 million, due primarily to the strength of the U.S. dollar relative to several currencies, including the euro, Brazilian real, Australian dollar, British pound sterling, Russian ruble and Venezuelan bolivar.

Operating income margin increased from 10.2% in the third quarter of 2014 to 113.9% in the third quarter of 2015. The increase in operating income margin was driven primarily by the pre-tax gain on the coffee transactions, the absence of 2012-2014 Restructuring Program costs and an increase in our Adjusted Operating Income margin. Items that decreased our operating income margin were costs incurred for the 2014-2018 Restructuring Program, the adjustment for deconsolidating our historical coffee business and costs associated with the coffee business transactions. Adjusted Operating Income margin increased from 12.4% in the third quarter of 2014 to 14.1% in the third quarter of 2015. The increase in Adjusted Operating Income margin was driven primarily by an improved gross margin reflecting productivity efforts and the year-over-year unfavorable impact of unrealized gains / (losses) on currency and commodity hedging activities, partially offset by higher advertising and consumer promotions support.

Net Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $7,266 million increased by $6,367 million (708.2%) in the third quarter of 2015. Diluted EPS attributable to Mondelēz International was $4.46 in the third quarter of 2015, up $3.93 (741.5%) from the third quarter of 2014. Adjusted EPS(1) was $0.42 in the third quarter of 2015, down $0.08 (16.0%) from the third quarter of 2014. Adjusted EPS on a constant currency basis(1) was $0.50 in the third quarter of 2015, flat to the third quarter of 2014. These changes were due to the following net of tax items:

                  
   Diluted EPS 

Diluted EPS Attributable to Mondelēz International for the

Three Months Ended September 30, 2014

  $0.53  

Spin-Off Costs(2)

     

2012-2014 Restructuring Program costs (3)

   0.08  

2014-2018 Restructuring Program costs (3)

   0.03  

Integration Program and other acquisition integration costs(4)

     

Remeasurement of net monetary assets in Venezuela(5)

   0.01  

(Income) / costs associated with the coffee business transactions (6)

   (0.15

Net earnings from divestiture (7)

     
  

 

 

 

Adjusted EPS(1) for the Three Months Ended September 30, 2014

  $0.50  

Increase in operations

   0.09  

Decrease in operations from historical coffee business and equity method investments(8)

   (0.08

Change in unrealized gains / (losses) on hedging activities

   (0.02

Impact of acquisitions(9)

   0.01  

Impact of accounting calendar change

     

Lower interest and other expense / (income)(10)

   0.02  

Changes in shares outstanding(11)

   0.02  

Changes in income taxes (12)

   (0.04
  

 

 

 

Adjusted EPS (constant currency)(1) for the Three Months Ended September 30, 2015

  $0.50  

Unfavorable currency—translation

   (0.08
  

 

 

 

Adjusted EPS(1) for the Three Months Ended September 30, 2015

  $0.42  

2014-2018 Restructuring Program costs (3)

   (0.11

Acquisition integration costs(4)

     

Income / (costs) associated with the coffee business transactions (6)

   (0.04

Gain on the coffee business transactions (6)

   4.25  

Equity method investee acquisition-related and other adjustments(13)

   (0.06

Acquisition-related costs(9)

     
  

 

 

 

Diluted EPS Attributable to Mondelēz International for the

Three Months Ended September 30, 2015

  $4.46  
  

 

 

 

(1)Please see theNon-GAAP Financial Measures section at the end of this item.
(2)Refer to Note 2 to the consolidated financial statements in our Form 10-K for the year ended December 31, 2014 for more information on Spin-Off Costs incurred following the Kraft Foods Group divestiture.
(3)Refer to Note 6,Restructuring Programs, for more information on our 2014-2018 Restructuring Program and our 2012-2014 Restructuring Program.
(4)Refer to Note 7,Integration Program and otherCost Savings Initiatives, to the consolidated financial statements in our Form 10-K for the year ended December 31, 2014 for more information on our integration costs in 2014. See Note 2,Divestitures and Acquisitions, for more information on the 2015 acquisition integration costs.of a biscuit operation in Vietnam.
(5)Refer to Note 1,Basis of Presentation, for more information on the remeasurements of net monetary assets in Venezuela.
(6)Refer to Note 2,Divestitures and Acquisitions, for more information on the coffee business transactions. During the three months ended September 30, 2015, we recorded a $7,122 million gain on the coffee business transactions that resulted in a $4.25 impact based on weighted-average shares outstanding for the quarter. Net gains of $29 million in 2015 and $420 million in 2014 on the currency hedges related to the coffee business transactions were recorded in interest and other expense / (income) and are included in the income / (costs) associated with the coffee business transactions of $0.04 in 2015 and $0.15 in 2014 above.
(7)Includes the divestiture of AGF that closed on April 23, 2015 and does not include deconsolidation of our coffee businesses. Refer to Note 2,Divestitures and Acquisitions, andNon-GAAP Financial Measures appearing later in this section for more information.
(8)Includes our historical coffee business results and equity earnings from JDE and our other equity method investees. Refer to Note 2,Divestitures and Acquisitions, andNon-GAAP Financial Measures appearing later in this section for more information.

(9)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2015 acquisitions of a biscuit operation in Vietnam and Enjoy Life Foods.
(10)Excludes the favorable currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation.
(11)Refer to Note 10,Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 14,Earnings Per Share, for earnings per share weighted-average share information.
(12)Refer to Note 13,Income Taxes, for more information on the change in our income taxes and effective tax rate.
(13)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs and restructuring program costs, recorded by our JDE equity method investee.

Nine Months Ended September 30:

                                                                        
   For the Nine Months Ended         
   September 30,         
   2015   2014   $ change   % change 
   (in millions, except per share data)     

Net revenues

  $22,272    $25,414    $(3,142   (12.4)%  

Operating income

   9,454     2,653     6,801     256.4%  

Net earnings attributable to
Mondelēz International

   7,996     1,684     6,312     374.8%  

Diluted earnings per share attributable to Mondelēz International

   4.86     0.98     3.88     395.9%  

Net Revenues – Net revenues decreased $3,142 million (12.4%) to $22,272 million in the first nine months of 2015, and Organic Net Revenue(1) increased $768 million (3.4%) to $23,469 million. Organic Net Revenue growth was driven entirely by our Power Brands, which grew 5.3%. In addition, emerging markets grew 10.0% and accounted for the entire increase in our Organic Net Revenue. The underlying changes in net revenues and Organic Net Revenue are detailed below:

2015

Change in net revenues (by percentage point)

Higher net pricing

6.4pp

Unfavorable volume/mix

(3.0)pp 

Total change in Organic Net Revenue(1)

3.4%

Unfavorable currency

(13.2)pp 

Historical coffee business(2)

(3.3)pp 

Impact of acquisitions

0.5pp

Impact of accounting calendar change

0.2pp

Total change in net revenues

(12.4)% 

(1)Please see theNon-GAAP Financial Measures section at the end of this item.
(2)Includes our historical global coffee business prior to the July 2, 2015 coffee business transactions. Refer to Note 2,Divestitures and Acquisitions,andNon-GAAP Financial Measuresappearing later in this section for more information.

Organic Net Revenue growth was driven by higher net pricing, partially offset by unfavorable volume/mix. Net pricing was up, reflecting the effects of input cost-driven pricing actions taken during the first nine months of 2015. Higher net pricing was reflected across all segments. Unfavorable volume/mix was largely due to price elasticity as well as strategic decisions to exit certain low-margin product lines. Unfavorable volume/mix was reflected in all segments except North America. Unfavorable currency impacts decreased net revenues by $2,981 million, due primarily to the strength of the U.S. dollar relative to several currencies, including the euro, Brazilian real, Russian ruble, Venezuelan bolivar, Australian dollar, British pound sterling and Canadian dollar. The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenues of $1,086 million for the first nine months of 2015. The July 15, 2015 acquisition of a biscuit operation in Vietnam added $74 million in incremental net revenues for the first nine months of 2015. The February 16, 2015 acquisition of the Enjoy Life Foods snacking business in North America added $25 million in incremental net revenues for the first nine months of 2015. The North America segment accounting calendar change resulted in a year-over-year increase in net revenues of $58 million for the first nine months of 2015.

Operating Income – Operating income increased $6,801 million (256.4%) to $9,454 million in the first nine months of 2015, Adjusted Operating Income(1) increased $135 million (5.0%) to $2,809 million and Adjusted Operating Income on a constant currency basis(1) increased $537 million (20.1%) to $3,211 million due to the following:

                                    
   Operating
Income
   Change 
   (in millions)   (percentage point) 

Operating Income for the Nine Months Ended September 30, 2014

  $ 2,653    

Spin-Off Costs(2)

   23     1.3pp  

2012-2014 Restructuring Program costs(3)

   325     14.4pp  

2014-2018 Restructuring Program costs(3)

   77     4.2pp  

Integration Program and other acquisition integration costs(4)

   (3   (0.1)pp  

Remeasurement of net monetary assets in Venezuela(5)

   161     8.9pp  

Costs associated with the coffee business transactions(6)

   15     0.6pp  

Operating income from historical coffee business(7)

   (494   (20.0)pp  

Operating income from divestiture(8)

   (4   (0.1)pp  

Reclassification of equity method investment earnings(9)

   (79   (3.5)pp  
  

 

 

   

Adjusted Operating Income(1) for the

Nine Months Ended September 30, 2014

  $2,674    

Higher net pricing

   1,463     54.7pp  

Higher input costs

   (588   (22.1)pp  

Unfavorable volume/mix

   (236   (8.8)pp  

Higher selling, general and administrative expenses

   (185   (6.9)pp  

Change in unrealized gains/losses on hedging activities

   46     1.8pp  

Gain on sale of property in 2014

   (7   (0.3)pp  

Impact of accounting calendar change(5)

   27     1.0pp  

Impact from acquisitions(10)

   15     0.6pp  

Other, net

   2     0.1pp  
  

 

 

   

 

 

 

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

   537     20.1%  

Unfavorable currency—translation

   (402   (15.1)pp  
  

 

 

   

 

 

 

Total change in Adjusted Operating Income(1)

   135     5.0%  
  

 

 

   

 

 

 

Adjusted Operating Income(1) for the

Nine Months Ended September 30, 2015

  $2,809    

2012-2014 Restructuring Program costs(3)

   3     0.2pp  

2014-2018 Restructuring Program costs(3)

   (627   (29.5)pp  

Acquisition integration costs(4)

   (5   (0.2)pp  

Remeasurement of net monetary assets in Venezuela(5)

   (11   (0.4)pp  

Costs associated with the coffee business transactions(6)

   (239   (11.4)pp  

Operating income from historical coffee business(7)

   342     15.8pp  

Gain on the coffee business transactions(6)

   7,122     268.5pp  

Operating income from divestiture(8)

   5     0.2pp  

Gain on divestiture(8)

   13     0.5pp  

Acquisition-related costs(10)

   (8   (0.4)pp  

Reclassification of equity method investment earnings(9)

   51     2.5pp  

Rounding

   (1   (0.1)pp  
  

 

 

   

 

 

 

Operating Income for the Nine Months Ended September 30, 2015

  $9,454     256.4%  
  

 

 

   

 

 

 

(1)Please see theNon-GAAP Financial Measures section at the end of this item.
(2)Refer to Note 2 to the consolidated financial statements in our Form 10-K for the year ended December 31, 2014 for more information on Spin-Off Costs incurred following the Kraft Foods Group divestiture.
(3)Refer to Note 6,Restructuring Programs, for more information on our 2014-2018 Restructuring Program and our 2012-2014 Restructuring Program.
(4)Refer to Note 7,Integration Program and Cost Savings Initiatives, to the consolidated financial statements in our Form 10-K for the year ended December 31, 2014 for more information on our integration costs in 2014. See Note 2,Divestitures and Acquisitions, for more information on the 2015 acquisition of a biscuit operation in Vietnam.

 (5)Refer to Note 1,Basis of Presentation, for more information on the remeasurements of net monetary assets in Venezuela in the current and prior-year periods and the accounting calendar change in the current year.
 (6)Refer to Note 2,Divestitures and Acquisitions, for more information on the planned coffee business transactions, the Enjoy Life Foods acquisition in our North America segment and a pending divestiture in our Asia Pacific segment.transactions.
 (7)Includes divestituresour historical global coffee business prior to July 2, 2015. Refer to Note 2,Divestitures and Acquisitions,andNon-GAAP Financial Measuresappearing later in this section for more information.
(8)Includes the divestiture of AGF that closed on April 23, 2015 and does not include the deconsolidation of our coffee businesses or the gain on the coffee business transactions. The divestiture of AGF generated a pre-tax gain of $13 million and after-tax loss of $9 million in the second quarter. Refer to Note 2,Divestitures and Acquisitions, andNon-GAAP Financial Measures appearing later in this section for whichmore information.
(9)Historically, we have entered intorecorded 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 after-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 sales agreementconsistent basis.
(10)Refer to Note 2,Divestitures and cleared significant sale-related conditions such thatAcquisitions, for more information on the pending sale is probable as2015 acquisitions of the end of the reporting period.a biscuit operation in Vietnam and Enjoy Life Foods.

During the quarter,first nine months of 2015, higher net pricing outpaced increased input costs. Higher net pricing, includingprimarily reflecting the carryover impact of pricing actions taken in 2014,during the first nine months of 2015, was reflected across all segments. The increase in input costs was driven by higher raw material costs, in part due to higher currency exchange transaction costs on imported materials, partially offset by lower manufacturing costs. Unfavorable volume/mix was driven by Europe, Latin America, North America and Asia Pacific, partially offset by a gain in EEMEA.reflected across all segments.

Total selling, general and administrative expenses decreased $341$681 million from the first quarternine months of 2014 due to a number of factors noted in the table above, including in part, a favorable currency impact, the adjustment for deconsolidating our historical coffee business, lower devaluation chargesremeasurement losses related to our net monetary assets in Venezuela and the absence of 2012-2014 Restructuring Program costs. Items that increased selling, general and administrative expenses includedThe decreases were partially offset by increases from costs associated with the coffee business transactions, costs incurred for the 2014-2018 Restructuring Program, costs incurred related to the planned coffee business transactionsreclassification of equity method investment earnings and a gain on a sale of property in 2014.

Excluding the factors noted above, selling, general and administrative expenses decreased $28increased $185 million from the first quarternine months of 2014. The decreaseincrease was driven primarily by higher advertising and consumer promotions support, particularly behind our Power Brands, partially offset by lower overhead costs due to continued cost reduction efforts, while we maintained advertising and consumer promotions support, particularly behindefforts.

Excluding the portion related to deconsolidating our Power Brands.

Thehistorical coffee business, the change in unrealized gains / (losses) decreasedincreased operating income by $14$46 million in the first quarternine months of 2015. In the first quarternine months of 2015, the net unrealized lossesgains on primarilycurrency and commodity hedging activity were $7$35 million ($75 million including coffee related activity), as compared to net unrealized gainslosses of $7$5 million ($8 million including coffee-related activity) in the first quarternine months of 2014 related to currency and commodity hedging activity.

Unfavorable currency impacts decreased operating income by $182$401 million, due primarily to the strength of the U.S. dollar relative to several currencies, including the euro, Brazilian real, Venezuelan bolivar, Brazilian real, British pound sterling, Australian dollar and Russian ruble.

Operating income margin increased from 9.8% in the first quarter of 2014 to 10.4% in the first quarternine months of 2014 to 42.4% in the first nine months of 2015. The increase in operating income margin was driven primarily by the pre-tax gain on the coffee transactions, an increase in our Adjusted Operating Income margin, the absence of 2012-2014 Restructuring Program costs and lower devaluation chargesremeasurement losses related to our net monetary assets in Venezuela and the absence of 2012-2014 Restructuring Program costs.Venezuela. Items that decreased our Operating Incomeoperating income margin were costs incurred for the 2014-2018 Restructuring Program and costs incurred related toassociated with the planned coffee business transactions. Adjusted Operating Income margin increased from 12.2%11.8% in the first quarternine months of 2014 to 13.8%13.6% in the first quarternine months of 2015. The increase in Adjusted Operating Income margin was driven primarily by lower overhead costs from continued cost reduction programs and improved gross margin, driven byreflecting productivity efforts partially offset byand the year-over-year unfavorablefavorable impact of unrealized gains / (losses) on currency and commodity hedging activities.activities, and lower overhead costs from continued cost reduction programs, partially offset by increased advertising and consumer promotions support.

Net Earnings and Earnings per Share Attributable to Mondelēz International – Net earnings attributable to Mondelēz International of $324$7,996 million increased by $161$6,312 million (98.8%(374.8%) in the first quarternine months of 2015. Diluted EPS attributable to Mondelēz International was $0.19$4.86 in the first quarternine months of 2015, up $0.10 (111.1%$3.88 (395.9%) from the first quarternine months of 2014. Adjusted EPS(1) was $0.41$1.30 in the first quarternine months of 2015, up $0.02 (5.1%$0.01 (0.8%) from the first quarternine months of 2014. Adjusted EPS on a constant currency basis(1) was $0.49$1.53 in the first quarternine months of 2015, up $0.10 (25.6%$0.24 (18.6%) from the first quarternine months of 2014. These changes were due to the following net of tax items:

 

                  
   Diluted EPS 

Diluted EPS Attributable to Mondelēz International for the

Three Months Ended March 31, 2014

  $0.09  

Spin-Off Costs(2)

     

2012-2014 Restructuring Program costs(3)

   0.03  

Integration Program and other acquisition integration costs(4)

     

Remeasurement of net monetary assets in Venezuela(5)

   0.09  

Net earnings from divestitures(6)(7)

     

Loss on debt extinguishment and related expenses(8)

   0.18  
  

 

 

 

Adjusted EPS(1) for the Three Months Ended March 31, 2014

$0.39  

Increase in operations

 0.09  

Change in unrealized gains / (losses) on hedging activities

 (0.01

Impact of accounting calendar change(5)

 0.01  

Gain on sale of property in 2014

   

Lower interest and other expense, net(9)

 0.01  

Changes in shares outstanding(10)

 0.02  

Changes in income taxes(11)

 (0.02
  

 

 

 

Adjusted EPS (constant currency)(1) for the Three Months Ended March 31, 2015

$0.49  

Unfavorable currency—translation

 (0.08
  

 

 

 

Adjusted EPS(1) for the Three Months Ended March 31, 2015

$0.41  

2012-2014 Restructuring Program costs(3)

   

2014-2018 Restructuring Program costs(3)

 (0.11

Remeasurement of net monetary assets in Venezuela(5)

 (0.01

Income / (costs) associated with the planned coffee business transactions(6)

 0.20  

Loss related to interest rate swaps(12)

 (0.01

Net earnings from divestitures(6)(7)

 (0.02

Acquisition-related costs(6)

   

Loss on debt extinguishment and related expenses(8)

 (0.27
  

 

 

 

Diluted EPS Attributable to Mondelēz International for the

Three Months Ended March 31, 2015

$0.19  
  

 

 

 
                  
   Diluted EPS 

Diluted EPS Attributable to Mondelēz International for the

Nine Months Ended September 30, 2014

  $ 0.98  

Spin-Off Costs(2)

   0.01  

2012-2014 Restructuring Program costs (3)

   0.15  

2014-2018 Restructuring Program costs (3)

   0.03  

Integration Program and other acquisition integration costs(4)

     

Remeasurement of net monetary assets in Venezuela(5)

   0.09  

(Income) / costs associated with the coffee business transactions (6)

   (0.15

Net earnings from divestiture (7)

     

Loss on debt extinguishment and related expenses(8)

   0.18  
  

 

 

 

Adjusted EPS(1) for the Nine Months Ended September 30, 2014

  $1.29  

Increase in operations

   0.20  

Decrease in operations from historical coffee business and equity method investments(9)

   (0.03

Change in unrealized gains / (losses) on hedging activities

   0.02  

Impact of accounting calendar change (5)

   0.01  

Impact of acquisitions(10)

   0.01  

Gain on sale of property in 2014

     

Lower interest and other expense / (income)(11)

   0.05  

Changes in shares outstanding(12)

   0.05  

Changes in income taxes (13)

   (0.07
  

 

 

 

Adjusted EPS (constant currency)(1) for the Nine Months Ended September 30, 2015

  $1.53  

Unfavorable currency—translation

   (0.23
  

 

 

 

Adjusted EPS(1) for the Nine Months Ended September 30, 2015

  $1.30  

2012-2014 Restructuring Program costs (3)

     

2014-2018 Restructuring Program costs (3)

   (0.29

Acquisition integration costs(4)

     

Remeasurement of net monetary assets in Venezuela(5)

   (0.01

Income / (costs) associated with the coffee business transactions (6)

   0.03  

Gain on the coffee business transactions (6)

   4.21  

Loss related to interest rate swaps(14)

   (0.01

Net earnings from divestiture (7)

   (0.02

Loss on divestiture (7)

   (0.01

Equity method investee acquisition-related and other adjustments(15)

   (0.06

Acquisition-related costs(10)

     

Loss on debt extinguishment and related expenses(8)

   (0.28
  

 

 

 

Diluted EPS Attributable to Mondelēz International for

the Nine Months Ended September 30, 2015

  $4.86  
  

 

 

 

 

 (1)Please see theNon-GAAP Financial Measures section at the end of this item.
 (2)Refer to Note 2 to the consolidated financial statements in our Form 10-K for the year ended December 31, 2014 for more information on Spin-Off Costs incurred following the Kraft Foods Group Inc. divestiture.
 (3)Refer to Note 6,Restructuring Programs, for more information on our 2014-2018 Restructuring Program and our 2012-2014 Restructuring Program.
 (4)Refer to Note 7,Integration Program and Cost Savings Initiatives, to the consolidated financial statements in our Form 10-K for the year ended December 31, 2014 for more information on our Cadbury Integration Programintegration costs in 2014. See Note 2,Divestitures and otherAcquisitions, for more information on the 2015 acquisition integration costs.of a biscuit operation in Vietnam.
 (5)Refer to Note 1,Basis of Presentation, for more information on the remeasurements of net monetary assets in Venezuela in the current and prior-year periods and the accounting calendar change in the current year.

 (6)Refer to Note 2,Divestitures and Acquisitions, for more information on the plannedcoffee business transactions. During the three months ended September 30, 2015, we recorded a $7,122 million gain on the coffee business transactions that resulted in a $4.21 impact based on weighted-average shares outstanding for the Enjoy Life Foods acquisitionnine-month period. Net gains of $436 million in our North America segment2015 and a pending divestiture$413 million in our Asia Pacific segment. Note the $311 million realized gain and $240 million unrealized gain2014 on the currency hedges related to the planned coffee business transactions were recorded in interest and other expense net/ (income) and are included in the income / (costs) associated with the planned coffee business transactions of $0.20$0.03 in 2015 and $0.15 in 2014 above.
 (7)Includes divestituresthe divestiture of AGF that closed on April 23, 2015 and does not include the deconsolidation of our coffee businesses or the gain on the coffee business transactions. The divestiture of AGF generated a pre-tax gain of $13 million and after-tax loss of $9 million in the second quarter. Refer to Note 2,Divestitures and Acquisitions, andNon-GAAP Financial Measures appearing later in this section for which we have entered into a sales agreement and cleared significant sale-related conditions such that the pending sale is probable as of the end of the reporting period.more information.
 (8)Refer to Note 7,Debt, for more information on our loss on debt extinguishment and related expenses in connection with our debt tender offer in March 2015. Refer to Note 8 to the consolidated financial statements in our Form 10-K for the year ended December 31, 2014 for more information on our loss on debt extinguishment and related expenses in connection with our debt tender offer in February 2014.
 (9)Includes our historical coffee business results and equity earnings from JDE and our other equity method investees. Refer to Note 2,Divestitures and Acquisitions, andNon-GAAP Financial Measures appearing later in this section for more information.
(10)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2015 acquisitions of a biscuit operation in Vietnam and Enjoy Life Foods.
(11)Excludes the favorable currency impact on interest expense related to our non-U.S. dollar-denominated debt.debt which is included in currency translation.
 (10)(12)Refer to Note 10,Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 14,Earnings Per Share, for earnings per share weighted-average share information.
 (11)(13)Refer to Note 13,Income Taxes, for more information on the change in our income taxes and effective tax rate.
 (12)(14)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 three months ended March 31, 2015 due to a change in financing and hedging plans.

(15)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs and restructuring program costs, recorded by our JDE equity method investee.

Results of Operations by Reportable Segment

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

Latin America
Asia Pacific
EEMEA
Europe
North America

We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise in our key markets. 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 our new coffee equity method investment in JDE, we began to record the earnings from our equity method investments in after-tax equity method investment earnings outside of segment operating income. Earnings from equity method investments through July 2, 2015 recorded within each region, we also manage by product category. In 2014, we managed our operations within Latin America,segment operating income were $49 million in Asia Pacific, $3 million in EEMEA and $4 million in North America. For the three months ended September 30, 2014 these earnings were $19 million in Asia Pacific, $1 million in EEMEA by location and within Europe$3 million in North America. For the nine months ended September 30, 2014, these earnings were $73 million in Asia Pacific, $3 million in EEMEA and $7 million in North America by product category.America. Also in 2015, we began to report stock-based compensation for our corporate employees, which was previously reported within our North America region, within general corporate expenses. During the first quarter of 2015, weWe reclassified $11 million of corporate stock-based compensation expense out of the North America segment.segment of $7 million in the three months and $22 million in the nine months ended September 30, 2015.

We use segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends. See Note 15,Segment Reporting,for additional information on our segments andItems Affecting Comparability of Financial Results earlier in this section for items affecting our segment operating results.

Our segment net revenues and earnings were:

 

                                                                                                            
  For the Three Months Ended   For the Three Months Ended   For the Nine Months Ended 
  March 31,   September 30,   September 30, 
  2015   2014   2015   2014   2015   2014 
  (in millions)   (in millions) 

Net revenues:

            

Latin America(1)

  $1,257    $1,356    $1,233    $1,315    $3,730    $3,913  

Asia Pacific(1)

   1,153     1,223     1,101     1,153     3,278     3,460  

EEMEA(1)

   695     838     586     894     2,150     2,740  

Europe(1)

   2,975     3,557     2,173     3,215     7,963     10,151  

North America

   1,682     1,667     1,756     1,760     5,151     5,150  
  

 

   

 

   

 

   

 

   

 

   

 

 

Net revenues

$7,762  $8,641    $6,849    $8,337    $22,272    $25,414  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

                                    
   For the Three Months Ended 
   March 31, 
   2015   2014 
   (in millions) 

Earnings before income taxes:

    

Operating income:

    

Latin America

  $154    $44  

Asia Pacific

   146     188  

EEMEA

   32     64  

Europe

   326     463  

North America

   281     203  

Unrealized gains / (losses) on hedging activities

   (7   7  

General corporate expenses

   (74   (72

Amortization of intangibles

   (46   (54

Acquisition-related costs

   (1     
  

 

 

   

 

 

 

Operating income

 811   843  

Interest and other expense, net

 (386 (720
  

 

 

   

 

 

 

Earnings before income taxes

$425  $123  
  

 

 

   

 

 

 
(1)On July 2, 2015, we contributed our global coffee businesses primarily from our Europe, EEMEA and Asia Pacific segment beverage categories. The year-over-year decrease in beverages primarily reflects the coffee business transactions and unfavorable currency on our remaining beverage business. The impact of deconsolidating our coffee businesses on July 2, 2015 was $670 million in Europe, $169 million in EEMEA and $16 million in Asia Pacific on a year-over-year third quarter and constant currency basis. The impact of deconsolidating our coffee businesses on July 2, 2015 was $824 million in Europe, $250 million in EEMEA, $10 million in Asia Pacific and $2 million in Latin America on a year-over-year nine month period and constant currency basis. Refer to Note 2,Divestitures and Acquisitions – Coffee Business Transactions, for more information.

                                                                        
   For the Three Months Ended   For the Nine Months Ended 
   September 30,   September 30, 
   2015   2014   2015   2014 
   (in millions) 

Earnings before income taxes:

        

Operating income:

        

Latin America

  $134    $120    $422    $304  

Asia Pacific

   71     65     321     364  

EEMEA

   52     93     184     303  

Europe

   298     368     885     1,294  

North America

   275     272     817     744  

Unrealized gains / (losses) on
hedging activities

   (4   39     75     (8

General corporate expenses

   (95   (56   (240   (191

Amortization of intangibles

   (45   (48   (137   (157

Gains on coffee business transactions and divestiture

   7,122          7,135       

Acquisition-related costs

   (6        (8     
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

   7,802     853     9,454     2,653  

Interest and other (expense) / income

   (114   227     (814   (717
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes

  $7,688    $1,080    $8,640    $1,936  
  

 

 

   

 

 

   

 

 

   

 

 

 

Latin America

 

                                                                                                                                                
  For the Three Months Ended
March 31,
           For the Three Months Ended
September 30,
         
  2015   2014   $ change   % change   2015   2014   $ change   % change 
      (in millions)               (in millions)         

Net revenues

  $1,257    $1,356    $(99   (7.3)%    $1,233    $1,315    $(82   (6.2)%  

Segment operating income

   154     44     110     250.0%     134     120     14     11.7%  
  For the Nine Months Ended
September 30,
         
  2015   2014   $ change   % change 
      (in millions)         

Net revenues

  $3,730    $3,913    $(183   (4.7)%  

Segment operating income

   422     304     118     38.8%  

Three Months Ended September 30:

Net revenues decreased $99$82 million (7.3%(6.2%), due to unfavorable currency (26.2(23.6 pp) and unfavorable volume/mix (4.3(10.0 pp), partially offset by higher net pricing (23.2(27.4 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, Mexican peso, Venezuelan bolivar Brazilian real,and Argentinean peso and Mexican peso. Unfavorable volume/mix was largely due to the impact of pricing-related elasticity as well as strategic decisions to exit certain low-margin product lines, partially offset by the shift of Easter-related shipments into the first quarter. By category, the unfavorablelines. Unfavorable volume/mix was driven primarily by declines in refreshment beverages, cheese & grocery, chocolate and biscuits, partially offset by gains in gum & candy. Higher net pricing was reflected across all categories. The unfavorable volume/mix was driven primarily by Venezuela and Brazil, while higher net pricing was driven primarily by the higher inflationary countries of Venezuela and Argentina, as well as Brazil.

Segment operating income increased $14 million (11.7%), primarily due to higher net pricing, remeasurement losses in 2014 related to our net monetary assets in Venezuela and lower manufacturing costs. These favorable items were partially offset by higher raw material costs, unfavorable volume/mix, unfavorable currency, higher advertising and consumer promotion costs, higher other selling, general and administrative expenses and higher costs incurred for the 2014-2018 Restructuring Program.

Nine Months Ended September 30:

Net revenues decreased $183 million (4.7%) due to unfavorable currency (23.3 pp), unfavorable volume/mix (6.7 pp) and the adjustment for deconsolidating our historical coffee business (0.1 pp), partially offset by higher net pricing (25.4 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, Venezuelan bolivar, Mexican peso and Argentinean peso. Unfavorable volume/mix was largely due to the impact of pricing-related elasticity as well as strategic decisions to exit certain low-margin product lines. Unfavorable volume/mix was driven primarily by declines in refreshment beverages, cheese & grocery, chocolate and biscuits, partially offset by gains in gum & candy. Higher net pricing was reflected across all categories. Both the unfavorable volume/mix and higher net pricing were driven primarily by the higher inflationary countries of Venezuela and Argentina.Argentina, as well as Brazil.

Segment operating income increased $110$118 million (250.0%(38.8%), primarily due to higher net pricing, lower remeasurement losses in 2014 related to our net monetary assets in Venezuela, and lower manufacturing costs and the absence of 2012-2014 Restructuring Program costs. These favorable items were partially offset by higher raw material costs, unfavorable currency, unfavorable volume/mix, higher costs incurred for the 2014-2018 Restructuring Program, higher advertising and consumer promotion costs and higher other selling, general and administrative expenses.

Asia Pacific

                                                                        
   For the Three Months Ended
September 30,
         
   2015   2014   $ change   % change 
       (in millions)         

Net revenues

  $1,101    $1,153    $(52   (4.5)%  

Segment operating income

   71     65     6     9.2%  
   For the Nine Months Ended
September 30,
         
   2015   2014   $ change   % change 
       (in millions)         

Net revenues

  $3,278    $3,460    $(182   (5.3)%  

Segment operating income

   321     364     (43   (11.8)%  

Three Months Ended September 30:

Net revenues decreased $52 million (4.5%) due to unfavorable currency (12.8 pp), unfavorable volume/mix (2.4 pp) and the adjustment for deconsolidating our historical coffee business (1.3 pp), partially offset by the impact of an acquisition (6.5 pp) and higher net pricing (5.5 pp). Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to most currencies in the region, including the Australian dollar, Indian rupee and Japanese yen. Unfavorable volume/mix was largely due to the impact of pricing-related elasticity as well as strategic decisions to exit certain low-margin product lines. Unfavorable volume/mix was driven by declines in chocolate, cheese & grocery, candy and refreshment beverages, partially offset by gains in biscuits and gum. The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenues of $16 million. The acquisition of a biscuit operation in Vietnam in July 2015 added net revenues of $74 million (constant currency basis). Higher net pricing was reflected across all categories except refreshment beverages.

Segment operating income increased $6 million (9.2%), primarily due to higher net pricing, lower manufacturing costs, the absence of 2012-2014 Restructuring Program costs and the impact of the Vietnam acquisition. These favorable items were partially offset by higher costs incurred for the 2014-2018 Restructuring Program, unfavorable volume/mix andcurrency, higher advertising and consumer promotion costs.costs, the reclassification of equity method investment earnings, higher raw material costs, unfavorable volume/mix and the adjustment for deconsolidating our historical coffee business.

Asia PacificNine Months Ended September 30:

                                                                        
   For the Three Months Ended
March 31,
         
   2015   2014   $ change   % change 
       (in millions)         

Net revenues

  $1,153    $1,223    $(70   (5.7)% 

Segment operating income

   146     188     (42   (22.3)% 

Net revenues decreased $70$182 million (5.7%(5.3%), due to unfavorable currency (6.0(9.0 pp), unfavorable volume/mix (2.5 pp) and unfavorable volume/mix (2.7the adjustment for deconsolidating our historical coffee business (0.3 pp), partially offset by higher net pricing (3.0(4.4 pp) and the impact of an acquisition (2.1 pp). Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to most currencies in the region, including the Australian dollar, Japanese yen and Chinese yuan.Indian rupee. Unfavorable volume/mix was largely due to the impact of pricing-related elasticity as well as strategic decisions to exit certain low-margin product lines. By category, unfavorableUnfavorable volume/mix was driven by declines in cheese & grocery, biscuits, refreshment beverages, candy and chocolate.all categories except gum. The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenues of $10 million. Higher net pricing was reflected across all categories except refreshment beverages. The acquisition of a biscuit operation in Vietnam in July 2015 added net revenues of $74 million (constant currency basis).

Segment operating income decreased $42$43 million (22.3%(11.8%), primarily due to higher raw material costs, costs incurred for the 2014-2018 Restructuring Program, higher raw material costs, unfavorable currency, higher advertising and consumer promotion costs, unfavorable volume/mix, the reclassification of equity method investment earnings, higher other selling, general and administrative expenses (including a phase-out of a local tax incentive program), unfavorable currencythe impact of deconsolidating our historical coffee business and unfavorable volume/mix.other divestiture and other acquisition-related integration costs. These unfavorable items were partially offset by higher net pricing, lower manufacturing costs, the absence of 2012-2014 Restructuring Program costs and lower advertising and consumer promotion costs.the impact of the Vietnam acquisition.

EEMEA

 

                                                                                                                                                
  For the Three Months Ended
March 31,
           For the Three Months Ended
September 30,
         
  2015   2014   $ change   % change   2015   2014   $ change   % change 
      (in millions)               (in millions)         

Net revenues

  $695    $838    $(143   (17.1)%   $586    $894    $(308   (34.5)%  

Segment operating income

   32     64     (32   (50.0)%    52     93     (41   (44.1)%  
  For the Nine Months Ended
September 30,
         
  2015   2014   $ change   % change 
      (in millions)         

Net revenues

  $2,150    $2,740    $(590   (21.5)%  

Segment operating income

   184     303     (119   (39.3)%  

Three Months Ended September 30:

Net revenues decreased $143$308 million (17.1%(34.5%), due to unfavorable currency (28.2(25.5 pp), the adjustment for deconsolidating our historical coffee business (15.3 pp) and unfavorable volume/mix (7.5 pp), partially offset by higher net pricing (9.9 pp) and favorable volume/mix (1.2(13.8 pp). Unfavorable currency impacts were due to the strength of the U.S. dollar relative to most currencies in the region, primarily the Russian ruble and Ukrainian hryvnya. The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenues of $169 million. Unfavorable volume/mix was driven primarily by declines in all categories except gum. Higher net pricing was reflected across most categories, except cheese & grocery and refreshment beverages. Favorable volume/mix was driven primarily by gains in biscuits, coffee, refreshment beverages and cheese & grocery, partially offset by declines in chocolate and gum.all categories.

Segment operating income decreased $32$41 million (50.0%(44.1%), primarily due to higher raw material costs, the adjustment for deconsolidating our historical coffee business, unfavorable currency, unfavorable volume/mix, higher advertising and consumer promotion costs and costs incurred for the 2014-2018 Restructuring Program. These unfavorable items were partially offset by higher net pricing, lower manufacturing costs favorable volume/mix and the absence of 2012-2014 Restructuring Program costs.

EuropeNine Months Ended September 30:

                                                                        
   For the Three Months Ended
March 31,
         
   2015   2014   $ change   % change 
       (in millions)         

Net revenues

  $2,975    $3,557    $(582   (16.4)% 

Segment operating income

   326     463     (137   (29.6)% 

Net revenues decreased $582$590 million (16.4%(21.5%), due to unfavorable currency (15.8(21.4 pp), the adjustment for deconsolidating our historical coffee business (6.3 pp) and unfavorable volume/mix (4.0(4.3 pp), partially offset by higher net pricing (3.4(10.5 pp). Unfavorable currency impacts were due to the strength of the U.S. dollar relative to most currencies in the region, primarily the Russian ruble and Ukrainian hryvnya. The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenues of $250 million. Unfavorable volume/mix was driven primarily by declines in all categories except biscuits. Higher net pricing was reflected across all categories.

Segment operating income decreased $119 million (39.3%), primarily due to higher raw material costs, the adjustment for deconsolidating our historical coffee business, unfavorable currency, higher advertising and consumer promotion costs, higher costs incurred for the 2014-2018 Restructuring Program, higher other selling, general and administrative expenses, costs associated with the coffee business transactions and unfavorable volume/mix. These unfavorable items were partially offset by higher net pricing, lower manufacturing costs and the absence of 2012-2014 Restructuring Program costs.

Europe

                                                                        
   For the Three Months Ended
September 30,
         
   2015   2014   $ change   % change 
       (in millions)         

Net revenues

  $2,173    $3,215    $(1,042   (32.4)%  

Segment operating income

   298     368     (70   (19.0)%  
   For the Nine Months Ended
September 30,
         
   2015   2014   $ change   % change 
       (in millions)         

Net revenues

  $7,963    $10,151    $(2,188   (21.6)%  

Segment operating income

   885     1,294     (409   (31.6)%  

Three Months Ended September 30:

Net revenues decreased $1,042 million (32.4%) due to the adjustment for deconsolidating our historical coffee business (17.8 pp), unfavorable currency (13.0 pp) and unfavorable volume/mix (2.4 pp), partially offset by higher net pricing (0.8 pp). The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenues of $670 million. Unfavorable currency impacts primarily reflected the strength of the U.S. dollar against most currencies in the region, including the euro and British pound sterling. Unfavorable volume/mix was largely due to the impact of pricing-related elasticity as well as strategic decisions to exit certain low-margin product lines, partially offset by the shift of Easter-related shipments into the first quarter. By category, unfavorablelines. Unfavorable volume/mix was primarily driven by declines in chocolate, coffee, gum andall categories except cheese & grocery. Higher net pricing was driven by chocolate, partially offset by lower net pricing in cheese & grocery, biscuits and refreshment beverages.

Segment operating income decreased $70 million (19.0%), primarily due to the adjustment for deconsolidating our historical coffee business, unfavorable currency, higher costs incurred for the 2014-2018 Restructuring Program, unfavorable volume/mix, costs associated with the coffee business transactions and higher advertising and consumer promotion costs. These unfavorable items were partially offset by the absence of 2012-2014 Restructuring Program costs, lower manufacturing costs, lower other selling, general and administrative expenses and higher net pricing.

Nine Months Ended September 30:

Net revenues decreased $2,188 million (21.6%) due to unfavorable currency (14.9 pp), the adjustment for deconsolidating our historical coffee business (4.5 pp) and unfavorable volume/mix (3.2 pp), partially offset by higher net pricing (1.0 pp). Unfavorable currency impacts primarily reflected the strength of the U.S. dollar against most currencies in the region, including the euro and British pound sterling. The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenues of $824 million. Unfavorable volume/mix was largely due to the impact of pricing-related elasticity as well as strategic decisions to exit certain low-margin product lines. Unfavorable volume/mix was driven by declines in chocolate, gum, cheese & grocery and refreshment beverages, partially offset by gains in biscuits and candy. Higher net pricing was driven by chocolate, partially offset by lower net pricing in biscuits, andcheese & grocery, gum & candy.candy and refreshment beverages.

Segment operating income decreased $137$409 million (29.6%(31.6%), primarily due to higher costs incurred for the 2014-2018 Restructuring Program, higher raw material costs, unfavorable currency, unfavorable volume/mix and costs associated with the planned coffee business transactions.transactions, the adjustment for deconsolidating our historical coffee business, unfavorable volume/mix, higher advertising and consumer promotion costs and higher raw material costs. These unfavorable items were partially offset by higher net pricing, lower manufacturing costs, the absence of 2012-2014 Restructuring Program costs, lower advertising and consumer promotionmanufacturing costs, higher net pricing and lower other selling, general and administrative expenses (net of the unfavorable year-over-year impact from the 2014 gain on a sale of property in the United Kingdom).

North America

 

                                                                                                                                                
  For the Three Months Ended
March 31,
           For the Three Months Ended
September 30,
         
  2015   2014   $ change   % change   2015   2014   $ change   % change 
      (in millions)               (in millions)         

Net revenues

  $1,682    $1,667    $15     0.9%    $1,756    $1,760    $(4   (0.2)%  

Segment operating income

   281     203     78     38.4%     275     272     3     1.1%  
  For the Nine Months Ended
September 30,
         
  2015   2014   $ change   % change 
      (in millions)         

Net revenues

  $5,151    $5,150    $1     0.0%  

Segment operating income

   817     744     73     9.8%  

Three Months Ended September 30:

Net revenues increased $15decreased $4 million (0.9%(0.2%), due to unfavorable currency (2.4 pp), partially offset by the impact of an accounting calendar change (2.3(1.0 pp), the impact of acquisitions (0.3an acquisition (0.6 pp) and, higher net pricing (0.1 pp), partially offset by unfavorable currency (1.4(0.4 pp) and unfavorablefavorable volume/mix (0.4(0.2 pp). Unfavorable currency impact was due to the strength of the U.S. dollar relative to the Canadian dollar. The change in North America’s accounting calendar added net revenues of $39$19 million. The acquisition of the Enjoy Life Foods snacking business in February 2015 added net revenues of $5$10 million. Higher net pricing was reflected in gumall categories except chocolate. Favorable volume/mix was driven by gains in biscuits, candy and chocolate, partially offset by a decline in gum.

Segment operating income increased $3 million (1.1%), primarily due to the absence of 2012-2014 Restructuring Program costs, lower raw material costs, the impact of an accounting calendar change and higher net pricing. These favorable items were partially offset by higher costs incurred for the 2014-2018 Restructuring Program, unfavorable volume/mix and unfavorable currency.

Nine Months Ended September 30:

Net revenues increased $1 million (0.0%) due to an accounting calendar change (1.1 pp), an acquisition (0.5 pp), favorable volume/mix (0.1 pp) and higher net pricing (0.1 pp), partially offset by unfavorable currency (1.8 pp). The change in North America’s accounting calendar added net revenues of $58 million. The acquisition of the Enjoy Life Foods snacking business in February 2015 added net revenues of $25 million. Favorable volume/mix was driven by gains in candy and biscuits, mostly offset by declines in gum and chocolate. Higher net pricing was reflected in gum, mostly offset by lower net pricing in biscuits, candy and biscuits.chocolate. Unfavorable currency impact was due to the strength of the U.S. dollar relative to the Canadian dollar. Unfavorable volume/mix was largely due to a change in a large customer’s strategy that reduced merchandising and display opportunities within its stores, partially offset by the shift of Easter-related shipments into the first quarter. By category, the unfavorable volume/mix was driven by declines in gum, chocolate and biscuits, partially offset by a gain in candy.

Segment operating income increased $78$73 million (38.4%(9.8%), primarily due to lower manufacturing costs, the absence of 2012-2014 Restructuring Program costs, lower other selling, general and administrative expenses, lower manufacturing costs, lower raw material costs and the impact of an accounting calendar change and lower raw material costs.change. These favorable items were partially offset by higher costs incurred for the 2014-2018 Restructuring Program, higher advertising and consumer promotion costs, unfavorable volume/mix and unfavorable volume/mix.currency.

Liquidity and Capital Resources

We believe that cash from operations, our $4.5 billion revolving credit facility and our authorized long-term financing authority will provide sufficient liquidity for our working capital needs, planned capital expenditures, future contractual obligations, share repurchases and payment of our anticipated quarterly dividends. We continue to utilize our commercial paper program, international credit lines and long-term debt issuances for regular funding requirements. We also use intercompany loans with our international subsidiaries to improve financial flexibility. Overall, we do not expect any negative effects to our funding sources that would have a material effect on our liquidity, including the indefinite reinvestment of our earnings outside of the United States. In Venezuela, we consider all undistributed earnings to be indefinitely reinvested and access to cash of $313$401 million in Venezuela to be limited due to the uncertain economic and political environment. We do not expect this limitation to have a material adverse effect on our liquidity. Refer to Note 1,Basis of Presentation Currency Translation and Highly Inflationary Accounting, for additional information.

Net Cash Used InProvided by Operating Activities:

Net cash used inprovided by operating activities was $282$1,412 million in the first quarternine months of 2015 and $577$1,149 million in the first quarternine months of 2014. Cash flows from operating activities were favorably impactedfavorable compared to the prior year primarily due to significant tax payments in the prior year2014 related to the $2.6 billion Starbucks arbitration award we received in late 2013, and net working capital improvements in the current year, partially offset by higher expenditurescontributions related to our pension benefit plans. Additionally, operating cash flow in the third quarter of 2015 was unfavorably impacted by $94 million related to our cash settlement of coffee payables and postretirement obligations.receivables on JDE’s behalf following the coffee business transactions, which unfavorably impacted cash flows related to receivables, and to a lesser degree, favorably impacted cash flows related to payables.

Net Cash Provided by / Used in Investing Activities:

Net cash provided by investing activities was $417$3,460 million in the first quarternine months of 2015 and net cash used in investing activities was $317$1,100 million in the first quarternine months of 2014. The increase in net cash provided by investing activities primarily relates to $4.1 billion of proceeds, net of divested cash and transaction costs, from the contribution of our global coffee businesses and the divestiture of AGF and the cash receipt of $939 million$1.0 billion due to the settlementsettlements of currency exchange forward contracts related to our planned coffee business transactions, partially offset by $113$536 million of payments to acquire a biscuit operation in Vietnam and the Enjoy Life Foods snacking business in 2015 and $49 million of higher capital expenditures and $81 million of payments to acquire the Enjoy Life Foods snacking business.in 2015.

Capital expenditures were $439 million for the three months ended March 31, 2015 and $326$1,178 million in the threefirst nine months ended March 31,of 2015 and $1,129 million in the first nine months of 2014. CapitalWe made capital expenditures were made primarily to modernize manufacturing facilities and support new product and productivity initiatives. We expect 2015 capital expenditures to be up to $1.8 billion, including capital expenditures required for investments in systems and the 2014-2018 Restructuring Program. We expect to continue to fund these expenditures from operations.

Net Cash Provided byUsed in Financing Activities:

Net cash provided byused in financing activities was $185$4,270 million in the first quarternine months of 2015 and $630$912 million in the first quarternine months of 2014. The decreaseincrease in net cash provided byused in financing activities was primarily due to higher repayments of debt in the first quarter of 2015 (including the tender offer and euro notes maturity and short-dated commercial paper net borrowings)maturity) as well as $1$2.0 billion of higher share repurchases, partially offset by higher proceeds received from short-term borrowings and long-term note issuances.

Debt:

From time to time we refinance long-term and short-term debt. Refer to Note 7,Debt, for details of our tender offer and debt issuances during the first quarterand third quarters of 2015. 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. Generally, in the first and second quarters of the year, our working capital requirements grow, increasing the need for short-term financing. The third and fourth quarters of the year typically generate higher cash flows. As such, we may issue commercial paper or secure other forms of financing throughout the year to meet short-term working capital needs.

In February 2014,July 2015, our Board of Directors approved a $5 billion long-term financing authority. Asauthority that remains available as of March 31, 2015, we had $1.5 billion remaining long-term financing authority.September 30, 2015.

In the next 12 months, $2,179$1,750 million of long-term debt will mature as follows:400 million ($429 million as of March 31, 2015) in June 2015 and $1,750 million in February 2016. We expect to fund these repayments with cash from operations and the issuance of commercial paper or additional debt.

Our total debt was $18.7$16.4 billion at March 31,September 30, 2015 and $16.7 billion at December 31, 2014. Our debt-to-capitalization ratio was 0.430.35 at March 31,September 30, 2015 and 0.38 at December 31, 2014. At March 31,September 30, 2015, the weighted-average term of our outstanding long-term debt was 8.58.3 years. Our average daily commercial borrowings were $2.5 billion during the first quarter of 2015 and $1.8$2.6 billion for the first quarter ofnine months ended September 30, 2015 and $2.0 billion for the nine months ended September 30, 2014. We expect to continue to comply with our long-term debt covenants. Refer to Note 7,Debt, 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. Prior to the July 2, 2015 coffee business transactions, increased costs for coffee beans were the highest driver of increased commodity costs for the first half of 2015. During the threenine months ended March 31,September 30, 2015, the primary drivers of the increase in our aggregate commodity costs, excluding coffee, were increased costs for coffee beans, cocoa, nuts, packaging, energy, grains and oils and higher currency-related costs on our commodity purchases, partially offset by lower costs for dairy and sugar.

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, 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 2015. While the costs of our principal raw materials fluctuate, we believe there will continue to be an adequate supply of the raw materials we use and that they will generally remain available from numerous sources.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

See Note 7,Debt, for information on debt transactions during the first quarternine months of 2015, including the September 21, 2015 pricing offr.400 million of Swiss franc notes which settled on October 6, 2015, the June 11, 2015 repayment of400 million of matured euro notes, the March 30, 2015 issuance offr.675 million of Swiss franc notes, the March 20, 2015 repayment of850 million of matured euro notes, the March 20, 2015 completion of a cash tender offer and retirement of $2.5 billion of long-term U.S. dollar debt and the March 6, 2015 issuance of2.0 billion of euro notes and £450 million of British pound sterling notes. There were no other material changes to our off-balance sheet arrangements and aggregate contractual obligations disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014. We also do not expect a material change in the effect these arrangements and obligations will have on our liquidity. See Note 11,Commitments and Contingencies, for a discussion of guarantees.

Equity and Dividends

Stock Plans and Share Repurchases:

See Note 10,Stock Plans, to the condensed consolidated financial statements for more information on our stock plans, grant activity and share repurchase program for the threenine months ended March 31,September 30, 2015.

We intend to continue to use a portion of our cash for share repurchases. UnderOn July 29, 2015, our currentFinance Committee, with authorization delegated from our Board of Directors’Directors, approved an increase of $6.0 billion in the share repurchase program, raising the authorization to repurchase up to$13.7 billion of Common Stock repurchases, and extended the program through December 31, 2018. We have repurchased $7.7 billion of our Common Stock through December 31, 2016, we have repurchased $6.1 billion of shares ($1.53.1 billion in the first threenine months of 2015, $1.9 billion in 2014 and $2.7 billion in 2013) and have $1.6 billion of share repurchase capacity remaining.through September 30, 2015. 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 boardBoard of Directors 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 $249$736 million in the first quarternine months of 2015 and $238$713 million in the first quarternine months of 2014. On August 5, 2014, our Audit Committee, with authorization fromJuly 23, 2015, our Board of Directors approved a 7%13% increase in the quarterly dividend to $0.15$0.17 per common share or $0.60$0.68 per common share on an annual basis. The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.

Significant Accounting Estimates

We prepare our condensed consolidated financial statements in accordance with U.S. GAAP. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. Our significant accounting policies are described in Note 1 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2014. Our significant accounting estimates are described in ourManagement’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2014. See Note 1,Basis of Presentation, for a discussion of the impact of new accounting standards. There were no changes in our accounting policies in the current period that had a material impact on our financial statements.

New Accounting Guidance

See Note 1,Basis of Presentation, for a discussion of new accounting guidance.

Contingencies

See Note 11,Commitments and Contingencies, and Part II, Item 1.Legal Proceedings for a discussion of contingencies.

Court-Ordered Distributor Payment

Pursuant to Section 13(r) of the Securities Exchange Act of 1934, as amended, we are required to disclose in our annual or quarterly reports whether we or any of our U.S. and non-U.S. affiliates knowingly engaged in certain activities, transactions or dealings with individuals or entities designated pursuant to certain Executive Orders.

Prior to December 2010, one of our non-U.S. subsidiaries worked with a distributor in Angola in a relationship and involving transactions we believe did not violate U.S. law. On December 9, 2010, the U.S. government listed the distributor as a restricted party. When we learned of the listing, our non-U.S. subsidiary terminated its relationship with

the distributor. The distributor later claimed that we had an outstanding balance for services provided to us prior to December 2010 and commenced legal proceedings against us in Dubai, UAE to recover that balance. On August 30, 2015, the court ruling requiring our non-U.S. subsidiary to pay the sums owed (less than $1 million) became final. On September 2, 2015, our non-U.S. subsidiary complied with the court order and made the payment to the court, satisfying the legal judgment. We received no revenue or profit from making the payment.

The payment complied with U.S. law and did not involve any U.S. Persons but triggered this disclosure obligation under Section 13(r).

Forward-Looking Statements

This report contains a number of forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “seek,” “achieve,” “potential”“seek” and similar expressions are intended to identify our forward-looking statements, including but not limited to statements about: our future performance, including our future revenue growth, margins and earnings per share; price volatility and pricing actions; the cost environment and measures to address increased costs; the costs of, timing of expenditures under and completion of our restructuring program; growth in our categories; commodity prices and supply; economic conditions; currency exchange rates, controls and restrictions; our operations in Venezuela; our entrythe effect of entering into the coffee business transactions, the consideration we receive and gain we recognize on the coffee business transactions, and the timeframe for completing the planned coffee business transactions; the cash proceeds and ownership interest to be received in the transactions;completion of related divestitures; completion of our biscuit operation acquisition; legal matters; changes in laws and regulations; the estimated value of goodwill and 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; remediation efforts related to income tax controls; pension contributions; tax positions;taxes; our liquidity, funding sources and uses of funding; reinvestment of earnings; our risk management program, including the use of financial instruments for hedging activities; capital expenditures and funding; share repurchases; dividends; compliance with financial and long-term debt covenants; debt repayment and funding; and our contractual obligations.

These forward-looking statements involve risks and uncertainties, many of which are beyond our control. Important factors that could cause actual results to differ materially from those in our forward-looking statements include, but are not limited to, risks from operating globally andincluding in emerging markets; changes in currency exchange rates, controls and restrictions; continued volatility of commodity and other input costs; weakness in economic conditions; weakness in consumer spending; pricing actions; unanticipated disruptions to our business; competition; failing to successfully complete the planned coffee business transactions on the anticipated timeframe; the transactions,acquisitions and divestitures, the restructuring program and our other transformation initiatives not yielding the anticipated benefits; changes in the assumptions on which the restructuring program is based; protection of our reputation and brand image; management of our workforce; consolidation of retail customers and competition with retailer and other economy brands; changes in our relationships with suppliers or customers; legal, regulatory, tax or benefit law changes, claims or actions; strategic transactions; our ability to innovate and differentiate our products; significant changes in valuation factors that may adversely affect our impairment testing of goodwill and intangible assets; perceived or actual product quality issues or product recalls; failure to maintain effective internal control over financial reporting; volatility of capital or other markets; pension costs; use of information technology; our ability to protect our intellectual property and intangible assets; a shift in our pre-tax income among jurisdictions, including the United States; and tax law changes. For additional information on these and other factors that could affect our forward-looking statements, see our risk factors, as they may be amended from time to time, set forth in our filings with the SEC, including our most recently filed Annual Report on Form 10-K. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report except as required by applicable law or regulation.

Non-GAAP Financial Measures

We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional transparency on how we evaluate our business. We use certain non-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We disclose non-GAAP financial measures so that you have the same financial data that we use to assist you in making comparisons to our historical operating results and analyzing our underlying performance.

Our primary non-GAAP financial measures reflect how we evaluate our current and prior-year operating results. As new events or circumstances arise, these definitions could change over time.

 

“Organic Net Revenue” is defined as net revenues excluding the impacts of acquisitions, divestitures (including businesses under sale agreements for which we have cleared significant sale-related conditions such that the pending sale is probable as of the end of the reporting period and exits of major product lines under a sale or licensing agreement), Integration Program costs, accounting calendar changes and currency rate fluctuations. We also evaluate Organic Net Revenue growth from emerging markets and our Power Brands.

 - Our“Organic Net Revenue” is defined as net revenues excluding the impacts of acquisitions, divestitures(1), our historical global coffee business(2), Integration Program costs, accounting calendar changes and currency rate fluctuations. We also evaluate Organic Net Revenue growth from emerging markets includeand our Latin America and EEMEA regions in their entirety; the Asia Pacific region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries.Power Brands.

Our emerging markets include our Latin America and EEMEA regions in their entirety; the Asia Pacific region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries.
 - Our Power Brands include some of our largest global and regional brands such asOreo, Chips Ahoy!, Ritz andbelVita biscuits;Milka,Cadbury Dairy MilkandLacta chocolate;Tridentgum;Hall’s candy; andTang powdered beverages; andJacobs, Tassimo andCarte Noire coffee.beverages.

 

“Adjusted Operating Income” is defined as operating income excluding the impacts of Spin-Off Costs, pension costs related to the obligations transferred in the Spin-Off, the 2012-2014 Restructuring Program, the 2014-2018 Restructuring Program, the Integration Program and other acquisition integration costs, the remeasurement of net monetary assets in Venezuela, the benefit from the Cadbury acquisition-related indemnification resolution, incremental costs associated with the planned coffee business transactions, impairment charges related to goodwill and intangible assets, gains or losses on divestitures or acquisitions, divestiture-related costs, acquisition-related costs and the operating results of divestitures (including businesses under sale agreements for which we have cleared significant sale-related conditions such that the pending sale is probable as of the end of the reporting period and exits of major product lines under a sale or licensing agreement). We also evaluate growth in our Adjusted Operating Income on a constant currency basis.
“Adjusted Operating Income” is defined as operating income excluding the impacts of Spin-Off Costs, the 2012-2014 Restructuring Program, the 2014-2018 Restructuring Program, the Integration Program and other acquisition integration costs, the remeasurement of net monetary assets in Venezuela, the benefit from the Cadbury acquisition-related indemnification resolution, incremental costs associated with the coffee business transactions, impairment charges related to goodwill and intangible assets, gains or losses on divestitures(1) or acquisitions, gain on the coffee business transactions(2), divestiture-related costs, acquisition-related costs, the operating results of divestitures(1), our historical global coffee business operating results(2) and equity method investment earnings historically reported within operating income(3). We also evaluate growth in our Adjusted Operating Income on a constant currency basis.

 

“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts of Spin-Off Costs, pension costs related to the obligations transferred in the Spin-Off, the 2012-2014 Restructuring Program, the 2014-2018 Restructuring Program, the Integration Program and other acquisition integration costs, the remeasurement of net monetary assets in Venezuela, the net benefit from the Cadbury acquisition-related indemnification resolution, losses on debt extinguishment and related expenses, the residual tax benefit impact from the resolution of the Starbucks arbitration, hedging gains or losses and incremental costs associated with the planned coffee business transactions, impairment charges related to goodwill and intangible assets, gains or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans, gains or losses on divestitures or acquisitions, divestiture-related costs, acquisition-related costs and net earnings from divestitures (including businesses under sale agreements for which we have cleared significant sale-related conditions such that the pending sale is probable as of the end of the reporting period and exits of major product lines under a sale or licensing agreement), and including an interest expense adjustment related to the Spin-Off transaction. We also evaluate growth in our Adjusted EPS on a constant currency basis.
“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts of Spin-Off Costs, the 2012-2014 Restructuring Program, the 2014-2018 Restructuring Program, the Integration Program and other acquisition integration costs, the remeasurement of net monetary assets in Venezuela, the net benefit from the Cadbury acquisition-related indemnification resolution, losses on debt extinguishment and related expenses, the residual tax benefit impact from the resolution of the Starbucks arbitration, hedging gains or losses and incremental costs associated with the coffee business transactions, impairment charges related to goodwill and intangible assets, gains or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans, gains or losses on divestitures(1) or acquisitions, gain on the coffee business transactions(2), divestiture-related costs, acquisition-related costs and net earnings from divestitures(1), and including an interest expense adjustment related to the Spin-Off transaction. In addition, we have adjusted our equity method investment earnings for our proportionate share of their unusual or infrequent items, such as acquisition and divestiture-related costs and restructuring program costs, recorded by our JDE equity method investee. We also evaluate growth in our Adjusted EPS on a constant currency basis.

(1)Divestitures include businesses under sale agreements for which we have cleared significant sale-related conditions such that the pending sale is probable as of the end of the reporting period and exits of major product lines under a sale or licensing agreement. See (2) below.
(2)In connection with the coffee business transactions that closed on July 2, 2015, because we exchanged our coffee interests for similarly-sized coffee interests in JDE (which, following the July 2, 2015 closing, is 43.5% of our historical and DEMB’s combined global coffee businesses), we have deconsolidated and not included our historical global coffee business results within divestitures in our non-GAAP financial measures and in the relatedManagement’s Discussion and Analysis of Financial Condition and Results of Operations. We continue to have an ongoing interest in the coffee business. Beginning in the third quarter of 2015, we have included the after-tax earnings of JDE and of our historical coffee business results within continuing results of operations. For Adjusted EPS, we have included these earnings in equity method investment earnings and have deconsolidated our historical coffee business results from Organic Net Revenue and Adjusted Operating Income to facilitate comparisons of past and future coffee operating results.
(3)Historically, we have recorded income from equity method investments within our operating income as these investments operated as extensions of our base business. Beginning in the third quarter of 2015, we began to record the earnings from our equity method investments in after-tax equity method investment earnings outside of operating income following the deconsolidation of our coffee business. See Note 1,Basis of Presentation – Equity Method Investments, for more information. In periods prior to July 2, 2015, we have reclassified the equity method earnings from our Adjusted Operating Income to after-tax equity method investment earnings within Adjusted EPS to be consistent with the deconsolidation of our coffee business results on July 2 and in order to evaluate our operating results on a consistent basis.

We believe that the presentation of these non-GAAP financial measures, when considered together with our U.S. GAAP financial measures and the reconciliations to the corresponding U.S. GAAP financial measures, provides you with a more complete understanding of the factors and trends affecting our business than could be obtained absent these disclosures. Because non-GAAP financial measures may vary among other companies, the non-GAAP financial measures presented in this report may not be comparable to similarly titled measures used by other companies. Our use of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for any U.S. GAAP financial measure. A limitation of these non-GAAP financial measures is they exclude items detailed below that have an impact on our U.S. GAAP reported results. The best way this limitation can be addressed is by evaluating our non-GAAP financial measures in combination with our U.S. GAAP reported results and carefully evaluating the following tables that reconcile U.S. GAAP reported figures to the non-GAAP financial measures in this Form 10-Q.

Organic Net Revenue

Applying the definition of “Organic Net Revenue”, the adjustments made to “net revenues” (the most comparable U.S. GAAP financial measure) were to exclude the impact of currency, an acquisitionthe adjustment for deconsolidating our historical coffee business, acquisitions and an accounting calendar change. We believe that Organic Net Revenue better reflects the underlying growth from the ongoing activities of our business and provides improved comparability of results. We also evaluate our Organic Net Revenue growth from emerging markets and Power Brands, and these underlying measures are also reconciled to U.S. GAAP below.

 

                                                                                                                                                                                                                        
  For the Three Months Ended
March 31, 2015
   For the Three Months Ended
March 31, 2014
   For the Three Months Ended
September 30, 2015
   For the Three Months Ended
September 30, 2014
 
  Emerging
Markets
   Developed
Markets
   Total   Emerging
Markets
   Developed
Markets
   Total   Emerging
Markets
   Developed
Markets
   Total   Emerging
Markets
   Developed
Markets
   Total 
  (in millions)   (in millions)       (in millions)           (in millions)     

Organic Net Revenue

  $3,645    $5,324    $8,969    $3,291    $5,350    $8,641    $ 3,247    $4,514    $7,761    $2,945    $4,537    $7,482  

Impact of currency

   (672   (579   (1,251                  (579   (436   (1,015               

Impact of acquisition

        5     5                 

Historical coffee business (1)

                  260     595     855  

Impact of acquisitions

   74     10     84                 

Impact of accounting calendar change

        39     39                         19     19                 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net revenues

$2,973  $4,789  $7,762  $3,291  $5,350  $8,641    $2,742    $4,107    $6,849    $3,205    $5,132    $8,337  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  For the Three Months Ended
March 31, 2015
   For the Three Months Ended
March 31, 2014
   For the Three Months Ended
September 30, 2015
   For the Three Months Ended
September 30, 2014
 
  Power
Brands
   Non-Power
Brands
   Total   Power
Brands
   Non-Power
Brands
   Total   Power
Brands
   Non-Power
Brands
   Total   Power
Brands
   Non-Power
Brands
   Total 
  (in millions)   (in millions)       (in millions)           (in millions)     

Organic Net Revenue

  $6,244    $2,725    $8,969    $5,894    $2,747    $8,641    $5,264    $2,497    $7,761    $5,007    $2,475    $7,482  

Impact of currency

   (870   (381   (1,251                  (685   (330   (1,015               

Impact of acquisition

        5     5                 

Historical coffee business (1)

                  611     244     855  

Impact of acquisitions

        84     84                 

Impact of accounting calendar change

   30     9     39                    15     4     19                 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net revenues

$5,404  $2,358  $7,762  $5,894  $2,747  $8,641    $4,594    $2,255    $6,849    $5,618    $2,719    $8,337  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

                                                                                                            
   For the Nine Months Ended
September 30, 2015
   For the Nine Months Ended
September 30, 2014
 
   Emerging
Markets
   Developed
Markets
   Total   Emerging
Markets
   Developed
Markets
   Total 
       (in millions)           (in millions)     

Organic Net Revenue

  $9,841    $13,628    $23,469    $8,946    $13,755    $22,701  

Impact of currency

   (1,603   (1,378   (2,981               

Historical coffee business (1)

   442     1,185     1,627     816     1,897     2,713  

Impact of acquisitions

   74     25     99                 

Impact of accounting calendar change

        58     58                 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net revenues

  $8,754    $13,518    $22,272    $9,762    $15,652    $25,414  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

                                                                                                            
   For the Nine Months Ended
September 30, 2015
   For the Nine Months Ended
September 30, 2014
 
   Power
Brands
   Non-Power
Brands
   Total   Power
Brands
   Non-Power
Brands
   Total 
       (in millions)           (in millions)     

Organic Net Revenue

  $16,019    $7,450    $23,469    $15,210    $7,491    $22,701  

Impact of currency

   (2,000   (981   (2,981               

Historical coffee business (1)

   1,179     448     1,627     1,946     767     2,713  

Impact of acquisitions

        99     99                 

Impact of accounting calendar change

   45     13     58                 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net revenues

  $15,243    $7,029    $22,272    $17,156    $8,258    $25,414  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)Includes our historical global coffee business prior to the July 2, 2015 coffee business transactions. Refer to Note 2,Divestitures and Acquisitions, and our non-GAAP definitions appearing earlier in this section for more information.

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 Spin-Off Costs, 2012-2014 Restructuring Program costs, 2014-2018 Restructuring Program costs, the Integration Program and other acquisition integration costs, the remeasurement of net monetary assets in Venezuela, incremental costs associated with the planned coffee business transactions, operating income from our historical coffee business, gain on the coffee business transactions, operating results of divestiture, gains on divestiture, acquisition-related costs and an adjustment for equity method investment earnings historically reported within operating income from a pending divestiture.that were reclassified to after-tax earnings. We also evaluate Adjusted Operating Income on a constant currency basis. We believe these measures provide improved comparability of operating results.

 

                                                                                                                                                
  For the Three Months Ended
March 31,
           For the Three Months Ended
September 30,
         
          2015                   2014           $ Change   % Change           2015                    2014           $ Change   % Change 
  (in millions)           (in millions)         

Adjusted Operating Income (constant currency)

  $1,254    $1,053    $201     19.1%    $ 1,096    $931    $165     17.7%  

Impact of unfavorable currency

   (182        (182     (131        (131  
  

 

   

 

   

 

     

 

   

 

   

 

   

Adjusted Operating Income

$1,072  $1,053  $19   1.8%    $965    $931    $34     3.7%  

Spin-Off Costs

    (3 3  

Spin-Off Costs Program Costs

        (4   4    

2012-2014 Restructuring Program costs

 2   (66 68          (186   186    

2014-2018 Restructuring Program costs

 (224    (224   (221   (67   (154  

Integration Program and other acquisition integration costs

    1   (1   (4   1     (5  

Remeasurement of net monetary assets in Venezuela

 (11 (142 131          (19   19    

Costs associated with the planned coffee business transactions

 (28    (28

Costs associated with the coffee business transactions

   (54   (10   (44  

Operating income from historical coffee business(1)

        184     (184  

Gain on the coffee business transactions

   7,122          7,122    

Operating income from divestiture(2)

        1     (1  

Acquisition-related costs

 (1    (1   (6        (6  

Operating income from divestiture (1)

         

Rounding

 1      1  

Reclassification of equity method investment earnings

        22     (22  
  

 

   

 

   

 

     

 

   

 

   

 

   

Operating income

$811  $843  $(32 (3.8)%   $7,802    $853    $6,949     814.7%  
  

 

   

 

   

 

     

 

   

 

   

 

   

                                                                        
   For the Nine Months Ended
September 30,
         
   2015   2014   $ Change   % Change 
       (in millions)         

Adjusted Operating Income (constant currency)

  $ 3,211    $2,674    $537     20.1%  

Impact of unfavorable currency

   (402        (402  
  

 

 

   

 

 

   

 

 

   

Adjusted Operating Income

  $2,809    $2,674    $135     5.0%  

Spin-Off Costs Program Costs

        (23   23    

2012-2014 Restructuring Program costs

   3     (325   328    

2014-2018 Restructuring Program costs

   (627   (77   (550  

Integration Program and other acquisition integration costs

   (5   3     (8  

Remeasurement of net monetary assets in Venezuela

   (11   (161   150    

Costs associated with the coffee business transactions

   (239   (15   (224  

Operating income from historical coffee business(1)

   342     494     (152  

Gain on the coffee business transactions

   7,122          7,122    

Operating income from divestiture(2)

   5     4     1    

Gain on divestiture(2)

   13          13    

Acquisition-related costs

   (8        (8  

Reclassification of equity method investments earnings

   51     79     (28  

Rounding

   (1        (1  
  

 

 

   

 

 

   

 

 

   

Operating income

  $9,454    $2,653    $6,801     256.4%  
  

 

 

   

 

 

   

 

 

   

 

 (1)Includes divestituresour historical global coffee business prior to the July 2, 2015 coffee business transactions. Refer to Note 2,Divestitures and Acquisitions, and our non-GAAP definitions appearing earlier in this section for more information.
(2)Includes the divestiture of AGF on April 23, 2015 and does not include the deconsolidation of our coffee businesses or the gain on the coffee business transactions. The divestiture of AGF generated a pre-tax gain of $13 million and an after-tax loss of $9 million in the second quarter. Refer to Note 2,Divestitures and Acquisitions, and our non-GAAP definitions appearing earlier in this section for which we have entered into a sales agreement and cleared significant sale-related conditions such that the pending sale is probable as of the end of the reporting period.more information.

Adjusted EPS

Applying the definition of “Adjusted EPS”, the adjustments made to “diluted EPS attributable to Mondelēz International” (the most comparable U.S. GAAP financial measure) were to exclude Spin-Off Costs, 2012-2014 Restructuring Program costs, 2014-2018 Restructuring Program costs, the Integration Program and other acquisition integration costs, losses on debt extinguishment and related expenses, the remeasurement of net monetary assets in Venezuela, hedging gains and incremental costs associated with the plannedcoffee business transactions, gain on the coffee business transactions, losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans, acquisition-related costs and net earnings from a pending divestiture.divestiture, an after-tax loss on divestiture, our proportionate share of unusual or infrequent items recorded by our JDE equity method investee and acquisition-related costs. We also evaluate Adjusted EPS on a constant currency basis. We believe Adjusted EPS provides improved comparability of operating results.

 

                                                                        
  For the Three Months Ended
September 30,
         
  2015   2014   $ Change   % Change 

Adjusted EPS (constant currency)

  $0.50    $0.50    $       

Impact of unfavorable currency

   (0.08        (0.08  
  

 

   

 

   

 

   

Adjusted EPS

  $0.42    $0.50    $(0.08   (16.0)% 

Spin-Off Costs

                 

2012-2014 Restructuring Program costs

        (0.08   0.08    

2014-2018 Restructuring Program costs

   (0.11   (0.03   (0.08  

Integration Program and other acquisition integration costs

                 

Remeasurement of net monetary assets in Venezuela

        (0.01   0.01    

Income / (costs) associated with the coffee business transactions

   (0.04   0.15     (0.19  

Gain on the coffee business transactions

   4.25          4.25    

Equity method investee restructuring and other adjustments

   (0.06        (0.06  

Acquisition-related costs

                 
  

 

   

 

   

 

   

Diluted EPS attributable to Mondelēz International

  $4.46    $0.53    $3.93     741.5%  
  

 

   

 

   

 

   
                                                                        
  For the Three Months Ended
March 31,
           For the Nine Months Ended
September 30,
         
  2015   2014   $ Change   % Change   2015   2014   $ Change   % Change 

Adjusted EPS (constant currency)

  $0.49    $0.39    $0.10     25.6%    $1.53    $1.29    $0.24     18.6%  

Impact of unfavorable currency

   (0.08        (0.08     (0.23        (0.23  
  

 

   

 

   

 

     

 

   

 

   

 

   

Adjusted EPS

$0.41  $0.39  $0.02   5.1%    $1.30    $1.29    $0.01     0.8%  

Spin-Off Costs

                 (0.01   0.01    

2012-2014 Restructuring Program costs

    (0.03 0.03          (0.15   0.15    

2014-2018 Restructuring Program costs

 (0.11    (0.11   (0.29   (0.03   (0.26  

Integration Program and other acquisition integration costs

                          

Loss on debt extinguishment and
related expenses

 (0.27 (0.18 (0.09   (0.28   (0.18   (0.10  

Remeasurement of net monetary assets in Venezuela

 (0.01 (0.09 0.08     (0.01   (0.09   0.08    

Income / (costs) associated with the planned coffee business transactions

 0.20      0.20  

Income / (costs) associated with the coffee business transactions

   0.03     0.15     (0.12  

Gain on the coffee business transactions

   4.21          4.21    

Loss related to interest rate swaps

 (0.01    (0.01   (0.01        (0.01  

Net earnings from divestiture (1)

   (0.02        (0.02  

Loss on divestiture (1)

   (0.01        (0.01  

Equity method investee restructuring and other adjustments

   (0.06        (0.06  

Acquisition-related costs

                          

Net earnings from divestiture(1)

 (0.02    (0.02
  

 

   

 

   

 

     

 

   

 

   

 

   

Diluted EPS attributable to
Mondelēz International

$0.19  $0.09  $0.10   111.1%    $4.86    $0.98    $3.88     395.9%  
  

 

   

 

   

 

     

 

   

 

   

 

   

 

 (1)Includes divestituresthe divestiture of AGF on April 23, 2015 and does not include the deconsolidation of our coffee businesses or the gain on the coffee business transactions. The divestiture of AGF generated a pre-tax gain of $13 million and an after-tax loss of $9 million in the second quarter. Refer to Note 2,Divestitures and Acquisitions, and our non-GAAP definitions appearing earlier in this section for which we have entered into a sales agreement and cleared significant sale-related conditions such that the pending sale is probable as of the end of the reporting period.more information.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As we operate globally, we are primarily exposed to currency exchange rate, commodity price and interest rate market risks. We monitor and manage these exposures as part of our overall risk management program. Our risk management program focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results. We principally utilize derivative instruments to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity prices and interest rates. For additional information on our derivative activity and the types of derivative instruments we use to hedge our currency exchange, commodity price and interest rate exposures, see Note 8,Financial Instruments.

Many of our non-U.S. subsidiaries operate in functional currencies other than the U.S. dollar. Fluctuations in currency exchange rates create volatility in our reported results as we translate the balance sheets, operating results and cash flows of these subsidiaries into the U.S. dollar for consolidated reporting purposes. The translation of non-U.S. dollar denominated balance sheets and statements of earnings of our subsidiaries into the U.S. dollar for consolidated reporting generally results in a cumulative translation adjustment to other comprehensive income within equity. A stronger U.S. dollar relative to other functional currencies adversely affects our consolidated earnings and net assets while a weaker U.S. dollar benefits our consolidated earnings and net assets. While we hedge significant forecasted currency exchange transactions as well as certain net assets of non-U.S. operations and other currency impacts, we cannot fully predict or eliminate volatility arising from changes in currency exchange rates on our consolidated financial results. SeeConsolidated Results of Operations andResults of Operations by Reportable Segment underDiscussion and Analysis of Historical Results for currency exchange effects on our financial results during the threenine months ended March 31,September 30, 2015. For additional information on the impact of currency policies, currency risks and the remeasurement of our Venezuelan net monetary assets on our financial condition and results of operations, also see Note 1,Basis of Presentation—Presentation — Currency Translation and Highly Inflationary Accounting.

We also continually monitor the market for commodities that we use in our products. Input costs may fluctuate widely due to international demand, weather conditions, government policy and regulation and unforeseen conditions. To manage the input cost volatility, we enter into forward purchase agreements and other derivative financial instruments. We also pursue productivity and cost saving measures and take pricing actions when necessary to mitigate the impact of higher input costs on earnings.

We regularly evaluate our variable and fixed-rate debt as well as current and expected interest rates in the markets in which we raise capital. Our primary exposures include movements in U.S. Treasury rates, corporate credit spreads, London Interbank Offered Rates, (“LIBOR”), Euro Interbank Offered Rate (“EURIBOR”) and commercial paper rates. We periodically use interest rate swaps and forward interest rate contracts to achieve a desired proportion of variable versus fixed rate debt based on current and projected market conditions. In addition to using interest rate derivatives to manage future interest payments, thisduring the first quarter of 2015, we also retired $2.5 billion of our long-term debt and issued $3.5 billion of debt with lower borrowing cost debt.cost. Our weighted-average interest rate on our total debt as of March 31,September 30, 2015 was 3.1%3.5%, down from 4.3% as of December 31, 2014.

There were no significant changes in the types of derivative instruments we use to hedge our exposures sincebetween December 31, 2014.2014 and September 30, 2015. See Note 2,Divestitures and Acquisitions, and Note 8,Financial Instruments, for more information on 2015 derivative activity. For additional information on our hedging strategies, policies and practices on an ongoing basis, also refer to our Annual Report on Form 10-K for the year ended December 31, 2014.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31,September 30, 2015. Based on this evaluation, the CEO and CFO concluded that, due to a continued material weakness in our internal control over financial reporting related to the accounting for income taxes, our disclosure controls and procedures were not effective as of March 31,September 30, 2015. In lightAs a result of this material weakness, prior to filing this Quarterly Report on Form 10-Q, we undertookhave enhanced our processes to include additional substantive procedures related to our disclosure controls, including validating the completeness and accuracy of the underlying data used for accounting for income taxes.

These additional procedures have allowed us to conclude that, notwithstanding the material weakness in our internal control over financial reporting related to the accounting for income taxes, the consolidated financial statements included in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Status of Remediation

To date, we have made substantial progress toward remediating the accounting for income tax material weakness including:

revising and formalizing numerous income tax accounting review processes,
redesigning and implementing a new, more robust internal control set related to income tax accounting,
defining and clearly communicating roles and responsibilities for income tax accounting to local and regional personnel,
implementing industry-standard technology tools utilized in the accounting for income taxes,
conducting extensive training on the accounting and control processes involving income tax accounting, and
hiring additional personnel with specific income tax accounting expertise.

While we made significant improvement in the internal controls was made through March 31,September 30, 2015, we continue to evaluate the effectiveness of our new internal controls to confirm that a sustainable, controlled process is fully in place. As we have utilized outside tax advisors and resources to execute many of the new processes and controls earlier in the remediation process, we hired and continue to hire additional tax accounting personnel across the Company. We have put in place processes to help ensure that sufficient knowledge transfer has occurred and that relevant personnel and processes have been in operation for a sustained period of time.

We and our Board of Directors are committed to maintaining a strong and sustainable internal control environment. We believe that the remediation work completed to date has significantly improved our internal control over the accounting for income taxes. We believe it is important to confirm that the new processes and controls that we put in place as part of the remediation are fully operational for a sufficient period of time in order to provide the Company with adequate assurance of a sustainable and reliable control environment related to income tax accounting.

Changes in Internal Control Over Financial Reporting

Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended March 31,September 30, 2015. As outlined above,

During the quarter, we added controlsalso continued to remediate the material weakness related to our accounting for income taxes. We are also workingwork with our outsourced partners to further simplify and standardize processes and focus on scalable, transactional processes in finance, human resources, receivables and payables. Asprocesses. We transitioned some of April 1, 2015, we transitioned our European shared service center accounts payable and other transactional processing for our Europe, North America and EEMEA regions and some of our EEMEA shared service center proceduresEurope region order-to-cash transactional processing to an outsourced partner who beganpartner. Additionally, we transitioned some of our Europe and one of our Asia Pacific region accounting functions to perform certain accounting close procedures foranother outsourced partner. Per our service agreements, the region for the first quarter ended March 31, 2015. The controls previously established at the shared service centeraround these accounting functions will be maintained by our outsourced partner, who also retained employees who performedpartners. We added additional governance controls to review the procedures in the past. outsourced work for proper performance of these functions and controls.

There were no other changes in our internal control over financial reporting during the quarter ended March 31,September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.   Legal Proceedings.

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

Item 1A.   Risk Factors.

There were no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014.

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

Our stock repurchase activity for each of the three months in the quarter ended March 31,September 30, 2015 included:was:

 

   Issuer Purchases of Equity Securities 

Period

  Total Number
of Shares
Purchased (1)
   Average
Price Paid
per Share
   Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs (2)
   Approximate Dollar Value
of Shares That May Yet
Be Purchased Under the
Plans or Programs (2)
 

January 1-31, 2015

   14,437,033    $36.58     14,401,707    $2,541,926,929  

February 1-28, 2015

   13,907,537     36.53     12,962,797     2,068,780,002  

March 1-31, 2015

   14,329,778     34.91     14,322,148     1,568,780,004  
  

 

 

   

 

 

   

 

 

   

For the Quarter Ended
March 31, 2015

 42,674,348   36.01   41,686,652  
  

 

 

   

 

 

   

 

 

   
                                                                        
   Issuer Purchases of Equity Securities 

Period

  Total Number
of Shares
Purchased (1)
   Average
Price Paid
per Share
   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)
 

July 1-31, 2015

   398,623    $41.02     370,174    $6,888,594,084  

August 1-31, 2015

   10,673,152     43.41     10,668,934     6,425,492,602  

September 1-30, 2015

   10,410,702     42.30     10,399,050     5,985,626,097  
  

 

 

     

 

 

   

For the Quarter Ended
September 30, 2015

   21,482,477     42.83     21,438,158    
  

 

 

     

 

 

   

 

 (1)The total number of shares purchased includes: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of restricted and deferred stock that vested, totaling 35,32628,449 shares, 944,7404,218 shares and 7,63011,652 shares for the fiscal months of January, FebruaryJuly, August and MarchSeptember 2015, respectively.

 (2)During 2013, ourOur Board of Directors authorized the repurchase of $7.7$13.7 billion of our Common Stock through December 31, 2016.2018. Specifically, on March 12, 2013, our Board of Directors authorized the repurchase of up to the lesser of 40 million shares or $1.2 billion of our Common Stock through March 12, 2016. On August 6, 2013, our Audit Committee, with authorization delegated from our Board of Directors, increased the repurchase program capacity to $6.0 billion of Common Stock repurchases and extended the expiration date to December 31, 2016. On December 3, 2013, our Board of Directors approved an increase of $1.7 billion to the program related to a new accelerated share repurchase program, which concluded in May 2014. On July 29, 2015, our Finance Committee, with authorization delegated from our Board of Directors, approved a $6.0 billion increase that raised the repurchase program capacity to $13.7 billion and extended the program through December 31, 2018. See Note 10,Stock Plans,for additional information.

Item 6. Exhibits.

 

Exhibit
Number

 

Description

2.13.1 First Amendment to the Master OwnershipsAmended and License Agreement Regarding Trademarks and Related Intellectual Property, among Intercontinental Great Brands LLC and Kraft Foods Group Brands LLC, dated asRestated By-Laws of July 15, 2013.
2.2Second Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, among Intercontinental Great Brands LLC and Kraft Foods Group Brands LLC, datedMondelēz International, Inc., effective as of October 1, 2014.
4.1The Registrant agrees9, 2015 (incorporated by reference to furnishExhibit 3.1 to Mondelēz International, Inc.’s Current Report on Form 8-K filed with the SEC upon request copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries.
10.1Retirement Agreement and General Release, between Mondelēz Global LLC and Jean Spence, dated January 27, 2015.
10.2Offer of Employment Letter, between Mondelēz Global LLC and Roberto de Oliveira Marques, dated February 20, 2015.on October 7, 2015).
12.1 Computation of Ratios of Earnings to Fixed Charges.
31.1 Certification of Chief Executive Officer pursuant to Rule13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2 Certification of Chief Financial Officer pursuant to Rule13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1 The following materials from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended March 31,September 30, 2015 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

MONDELĒZ INTERNATIONAL, INC.
By: /s/ BRIAN T. GLADDEN
Brian T. Gladden
Executive Vice President and
Chief Financial Officer
April 30,October 29, 2015

 

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