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, 20152016

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)

(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

At April 24, 2015,22, 2016, there were 1,626,622,6791,552,060,693 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 Months Ended
March 31, 20152016 and 20142015

   1  
 

Condensed Consolidated Statements of Comprehensive Earnings
for the Three Months Ended March 31, 20152016 and 20142015

   2  
 

Condensed Consolidated Balance Sheets at March 31, 20152016 and December 31, 20142015

   3  
 

Condensed Consolidated Statements of Equity
for the Year Ended December 31, 20142015 and
the Three Months Ended March 31, 20152016

   4  
 

Condensed Consolidated Statements of Cash Flows
for the Three Months Ended
March 31, 20152016 and 20142015

   5  
 

Notes to Condensed Consolidated Financial Statements

   6  
Item 2. 

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

   2830  
Item 3. 

Quantitative and Qualitative Disclosures about Market Risk

   4550  
Item 4. 

Controls and Procedures

   4551  

PART II - OTHER INFORMATION

  
Item 1. 

Legal Proceedings

   4752  
Item 1A. 

Risk Factors

   4752  
Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

   4752  
Item 6. 

Exhibits

   4853  

Signature

   4954  

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                                     
  March 31,   For the Three Months Ended
March 31,
 
  2015   2014   2016   2015 

Net revenues

  $7,762    $8,641    $6,455    $7,762  

Cost of sales

   4,821     5,437     3,920     4,821  
  

 

   

 

 

Gross profit

 2,941   3,204     2,535     2,941  

Selling, general and administrative expenses

 1,924   2,265     1,615     1,924  

Asset impairment and exit costs

 160   42     154     160  

Amortization of intangibles

 46   54     44     46  
  

 

   

 

 

Operating income

 811   843     722     811  

Interest and other expense, net

 386   720     244     386  

Earnings from continuing operations before income taxes

   478     425  
  

 

   

 

 

Earnings before income taxes

 425   123  

Provision / (benefit) for income taxes

 113   (27
  

 

   

 

 

Provision for income taxes

   (49   (113

Gain on equity method investment exchange

   43       

Equity method investment net earnings

   85       

Net earnings

 312   150     557     312  

Noncontrolling interest

 (12 (13
  

 

   

 

 

Noncontrolling interest (earnings) / losses

   (3)     12  

Net earnings attributable to Mondelēz International

$324  $163    $554    $324  
  

 

   

 

   

 

   

 

 

Per share data:

    

Basic earnings per share attributable to Mondelēz International

$0.20  $0.10    $0.35    $0.20  
  

 

   

 

   

 

   

 

 

Diluted earnings per share attributable to Mondelēz International

$0.19  $0.09    $0.35    $0.19  
  

 

   

 

   

 

   

 

 

Dividends declared

$0.15  $0.14    $0.17    $0.15  
  

 

   

 

 

See accompanying notes to the condensed consolidated financial statements.

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Earnings

(in millions of U.S. dollars)

(Unaudited)

 

                                    
   For the Three Months Ended 
   March 31, 
   2015   2014 

Net earnings

  $312    $150  

Other comprehensive earnings / (losses):

    

Currency translation adjustment:

    

Translation adjustment

   (1,721   (233

Tax (expense) / benefit

   (192   6  

Pension and other benefits:

    

Net actuarial gain / (loss) arising during period

        6  

Reclassification of (gains) / losses into net earnings:

    

Amortization of experience losses and prior service costs

   52     34  

Settlement losses

   3     7  

Tax (expense) / benefit

   (13   (13

Derivatives accounted for as hedges:

    

Net derivative gains / (losses)

   (56   (56

Reclassification of (gains) / losses into net earnings

   (4   (2

Tax (expense) / benefit

   16     23  
  

 

 

   

 

 

 

Total other comprehensive earnings / (losses)

 (1,915 (228

Comprehensive earnings / (losses)

 (1,603 (78

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

 (37 (14
  

 

 

   

 

 

 

Comprehensive earnings / (losses) attributable to Mondelēz International

$(1,566$(64
  

 

 

   

 

 

 
                                    
   For the Three Months Ended 
   March 31, 
   2016   2015 

Net earnings

  $557    $312  

Other comprehensive earnings / (losses):

    

Currency translation adjustment

   601     (1,913

Pension and other benefits

   24     42  

Derivatives accounted for as hedges

   (7   (44
  

 

 

   

 

 

 

Total other comprehensive earnings / (losses)

   618     (1,915

Comprehensive earnings / (losses)

   1,175     (1,603

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

   16     (37
  

 

 

   

 

 

 

Comprehensive earnings / (losses) attributable to Mondelēz International

  $1,159    $(1,566
  

 

 

   

 

 

 

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,   March 31,   December 31, 
  2015   2014   2016   2015 

ASSETS

        

Cash and cash equivalents

  $           1,835    $           1,631    $1,338    $1,870  

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 $57 at March 31, 2016
and $54 at December 31, 2015)

   3,101     2,634  

Other receivables (net of allowances of $111 at March 31, 2016
and $109 at December 31, 2015)

   1,224     1,212  

Inventories, net

   3,421     3,480     2,756     2,609  

Deferred income taxes

   557     480  

Other current assets

   1,138     1,408     590     633  
  

 

   

 

   

 

   

 

 

Total current assets

 11,864   11,750     9,009     8,958  

Property, plant and equipment, net

 9,261   9,827     8,534     8,362  

Goodwill

 22,356   23,389     20,977     20,664  

Intangible assets, net

 19,434   20,335     19,094     18,768  

Prepaid pension assets

 51   53     73     69  

Deferred income taxes

   281     277  

Equity method investments

   5,630     5,387  

Other assets

 1,240   1,461     377     358  
  

 

   

 

   

 

   

 

 

TOTAL ASSETS

$64,206  $66,815    $63,975    $62,843  
  

 

   

 

   

 

   

 

 

LIABILITIES

    

Short-term borrowings

$3,688  $1,305    $2,564    $236  

Current portion of long-term debt

 2,195   1,530     1,035     605  

Accounts payable

 5,199   5,299     4,779     4,890  

Accrued marketing

 1,872   2,047     1,630     1,634  

Accrued employment costs

 803   946     702     844  

Other current liabilities

 2,709   2,880     2,468     2,713  
  

 

   

 

   

 

   

 

 

Total current liabilities

 16,466   14,007     13,178     10,922  

Long-term debt

 12,822   13,865     13,800     14,557  

Deferred income taxes

 5,373   5,512     4,738     4,750  

Accrued pension costs

 2,406   2,912     1,951     2,183  

Accrued postretirement health care costs

 524   526     512     499  

Other liabilities

 2,003   2,140     1,934     1,832  
  

 

   

 

   

 

   

 

 

TOTAL LIABILITIES

 39,594   38,962     36,113     34,743  

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 March 31, 2016 and December 31, 2015)

   —       —    

Additional paid-in capital

 31,645   31,651     31,714     31,760  

Retained earnings

 14,582   14,529     20,970     20,700  

Accumulated other comprehensive losses

 (9,208 (7,318   (9,381   (9,986

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 (441,948,124 shares at March 31, 2016 and
416,504,624 shares at December 31, 2015)

   (15,533   (14,462
  

 

   

 

   

 

   

 

 

Total Mondelēz International Shareholders’ Equity

 24,546   27,750     27,770     28,012  

Noncontrolling interest

 66   103     92     88  
  

 

   

 

   

 

   

 

 

TOTAL EQUITY

 24,612   27,853     27,862     28,100  
  

 

   

 

   

 

   

 

 

TOTAL LIABILITIES AND EQUITY

$64,206  $66,815    $63,975    $62,843  
  

 

   

 

   

 

   

 

 

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  

Balances at January 1, 2015

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

Comprehensive earnings / (losses):

                            

Net earnings

             2,184               17     2,201               7,267               24     7,291  

Other comprehensive losses, net of income taxes

                  (4,429        (33   (4,462                  (2,668        (26   (2,694

Exercise of stock options and issuance of other stock awards

        271     (98        332          505          109     (70        272          311  

Common Stock repurchased

                    (1,891        (1,891                       (3,622        (3,622

Cash dividends declared ($0.58 per share)

             (976                  (976

Cash dividends declared ($0.64 per share)

             (1,026                  (1,026

Dividends paid on noncontrolling interest and other activities

        (16                  (40   (56                            (13   (13
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Balances at December 31, 2014

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

Balances at December 31, 2015

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

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Comprehensive earnings / (losses):

                            

Net earnings

             324               (12   312               554               3     557  

Other comprehensive losses, net of income taxes

                  (1,890        (25   (1,915

Other comprehensive earnings,
net of income taxes

                  605          13     618  

Exercise of stock options and issuance of other stock awards

        (6   (27   ��     139          106          (46   (18        116          52  

Common Stock repurchased

                       (1,500        (1,500                       (1,187        (1,187

Cash dividends declared ($0.15 per share)

             (244                  (244

Cash dividends declared ($0.17 per share)

             (266                  (266

Dividends paid on noncontrolling interest and other activities

                            (12   (12
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Balances at March 31, 2015

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

Balances at March 31, 2016

  $    $31,714    $20,970    $(9,381  $(15,533  $92    $27,862  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 *Noncontrolling interest as of March 31, 20142015 was $127$66 million, as compared to $159$103 million as of January 1, 2014.2015. The change of $(32)$(37) million during the three months ended March 31, 20142015 was due to $(18) million of dividends paid, $(13)$(12) million of net earningslosses and $(1)$(25) 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 Three Months Ended 
  March 31,   March 31, 
  2015   2014   2016   2015 

CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES

        

Net earnings

  $312    $150    $557    $312  

Adjustments to reconcile net earnings to operating cash flows:

        

Depreciation and amortization

   232     262     207     232  

Stock-based compensation expense

   36     35     30     36  

Deferred income tax provision / (benefit)

   25     (98

Deferred income tax (benefit) / provision

   (53   25  

Asset impairments

   78     12     67     78  

Loss on early extinguishment of debt

   708     492          708  

Unrealized gain on planned coffee business divestiture currency hedges

   (240     

Gain on monetization of planned coffee business divestiture currency hedges

   (311     

JDE coffee business transactions currency-related net gains

        (551

Gain on equity method investment exchange

   (43     

Income from equity method investments

   (85   (26

Distributions from equity method investments

   54     56  

Other non-cash items, net

   67     48     102     37  

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

    

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

    

Receivables, net

   (558   (305   (404   (558

Inventories, net

   (178   (299   (77   (178

Accounts payable

   317     67     (135   317  

Other current assets

   (50   (59   14     (50

Other current liabilities

   (481   (815   (463   (481

Change in pension and postretirement assets and liabilities, net

   (239   (67   (225   (239
  

 

   

 

   

 

   

 

 

Net cash used in operating activities

 (282 (577   (454   (282
  

 

   

 

   

 

   

 

 

CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES

    

Capital expenditures

 (439 (326   (335   (439

Proceeds from planned coffee business divestiture currency hedge settlements

 939     

Acquisition, net of cash received

 (81   

Proceeds from JDE coffee business transactions currency hedge settlements

        939  

Acquisitions, net of cash received

        (81

Proceeds from sale of property, plant and equipment and other

 (2 9     19     (2
  

 

   

 

   

 

   

 

 

Net cash provided by / (used in) investing activities

 417   (317

Net cash (used in) / provided by investing activities

   (316   417  
  

 

   

 

   

 

   

 

 

CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES

    

Issuances of commercial paper, maturities greater than 90 days

 333   1,607     67     333  

Repayments of commercial paper, maturities greater than 90 days

 (96 (723        (96

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

 2,154   (68

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

   2,246     2,154  

Long-term debt proceeds

 3,601   2,994     1,149     3,601  

Long-term debt repaid

 (4,085 (2,514   (1,755   (4,085

Repurchase of Common Stock

 (1,500 (468   (1,187   (1,500

Dividends paid

 (249 (238   (269   (249

Other

 27   40     (44   27  
  

 

   

 

   

 

   

 

 

Net cash provided by financing activities

 185   630     207     185  
  

 

   

 

   

 

   

 

 

Effect of exchange rate changes on cash and cash equivalents

 (116 (27   31     (116
  

 

   

 

   

 

   

 

 

Cash and cash equivalents:

    

Increase / (decrease)

 204   (291

(Decrease) / increase

   (532   204  

Balance at beginning of period

 1,631   2,622     1,870     1,631  
  

 

   

 

   

 

   

 

 

Balance at end of period

$1,835  $2,331    $1,338    $1,835  
  

 

   

 

   

 

   

 

 

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, 20142015 from audited financial statements, but do not include all disclosures required by U.S. GAAP. You should read these statements in conjunction with our consolidated financial statements and related notes in our Annual Report on Form10-K for the year ended December 31, 2014.2015.

Principles of Consolidation:

For the three months ended March 31, 2015, the operating results of our Venezuelan subsidiaries are included in our condensed consolidated financial statements. As of the close of the fourth quarter of 2015, we deconsolidated our Venezuelan operations from our consolidated financial statements. As such, the results of our Venezuelan subsidiaries are not included in our condensed consolidated financial statements for the three months ended March 31, 2016. SeeCurrency Translation and Highly Inflationary Accounting: Venezuela below for more information.

On July 2, 2015, we contributed our global coffee businesses to a new company, Jacobs Douwe Egberts (“JDE”), in which we now hold an equity interest (collectively, the “JDE coffee business transactions”). Historically, our coffee businesses and the income from equity method investments were recorded within our operating income as these businesses were part of our base business. While we retain an ongoing interest in coffee through significant equity method investments including JDE and Keurig Green Mountain Inc. (“Keurig”), and we have significant influence with JDE, Keurig and other equity method investments, we do not have control over these operations directly. As such, beginning in the third quarter of 2015, and for the three months ended March 31, 2016, we recognize equity method investment earnings outside of operating income and segment income. For the three months ended March 31, 2015, our historical coffee and equity method investment earnings were included within our operating income and segment income. Please see Note 2,Divestitures and Acquisitions – JDE Coffee Business TransactionsandKeurig Transaction, and Note 15,Segment Reporting, for more information on these transactions.

Currency Translation and Highly Inflationary Accounting:

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

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

Effective as of the close of the 2015 fiscal year, we concluded that we no longer met the accounting criteria for consolidation of our Venezuelan subsidiaries due to a loss of control over our Venezuelan operations and an other-than-temporary lack of currency exchangeability. During the fourth quarter of 2015, representatives of the Venezuelan government arbitrarily imposed pricing restrictions on our local operations that resulted in our inability to recover operating costs. We immediately began an appeal process with the Venezuelan authorities to demonstrate that our pricing was in line with the regulatory requirements. In January 2016, local officials communicated that some of the pricing restrictions had been lifted; however, the legally required administrative order has not been issued and it is uncertain when it will be issued. The legal and regulatory environment has become more unreliable. While we have been complying with the Venezuelan law governing pricing and profitability controls and have followed the legal process for appeal, the appeal process was not available to us as outlined under law. Additionally, we have been increasingly facing issues procuring raw materials and packaging.

Taken together, these actions, the economic environment in Venezuela and the progressively limited access to dollars to import goods through the use of any of the available currency mechanisms have impaired our ability to operate and control our Venezuelan businesses. As a result of these factors, we concluded that we no longer met the criteria for the consolidation of our Venezuelan subsidiaries.

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

Beginning in 2016, we no longer include net revenues, earnings or net assets of our Venezuelan subsidiaries within our consolidated financial statements. Under the cost method of accounting, earnings are only recognized to the extent cash is received. Given the current and ongoing difficult economic, regulatory and business environment in Venezuela, there continues to be significant uncertainty related to our operations in Venezuela, and we expect these conditions will continue for the foreseeable future. We will monitor the extent of our ability to control our Venezuelan operations and the liquidity and availability of U.S. dollars at different rates, including the recent changes to the currency exchange systems in March 2016, as our current situation in Venezuela may change over time and lead to consolidation at a future date.

We recorded no earnings or other financial results from our Venezuelan subsidiaries during the three months ended March 31, 2016, and we continue to monitor the business, economic and regulatory climate in Venezuela. For the three months ended March 31, 2015, the operating results of our Venezuelan operations were included in our condensed consolidated statements of earnings. During this time, we recognized an $11 million currency-related remeasurement loss resulting from a devaluation of the Venezuela bolivar exchange rate we historically used to source U.S. dollars for purchases of imported raw materials, packaging and other goods and services. For the three months ended March 31, 2015, our Venezuelan subsidiaries contributed $218 million, or 2.8% of consolidated net revenues and $41 million, or 5.1% of consolidated operating income.

Argentina. On December 16, 2015, the new Argentinean government fiscal authority announced the lifting of strict currency controls and reduced restrictions on exports and imports. The next day, the value of the Argentine peso relative to the U.S. dollar fell by 36%. In the first quarter of 2016, the value of the Argentinean peso relative to the U.S. dollar declined 14%. Further volatility in the exchange rate is expected. While the business operating environment remains challenging, we continue to monitor and actively manage our investment and exposures in Argentina. We continue executing our hedging programs and refining our product portfolio to improve our product offerings, mix and profitability. We also continue to implement additional cost initiatives to protect the business. While further currency declines could have an adverse impact on our ongoing results of operations, we believe the actions by the new government to reduce economic controls and business restrictions will provide favorable opportunities for our Argentinean subsidiaries. Our Argentinian operations contributed $130 million, or 2.0% of consolidated net revenues and $22 million, or 3.0% of consolidated operating income for the three months ended March 31, 2016. As of March 31, 2016, the net monetary liabilities of our Argentina operations were not material. Argentina is not designated as a highly-inflationary economy for accounting purposes, so we record currency translation adjustments within equity and realized exchange gains and losses on transactions in earnings.

Other Countries.Since we have operations in over 80 countries and sell in 165 countries, we regularly monitor economic and currency-related risks and seek to take protective measures in response to these exposures. Some of the countries in which we do business have recently experienced periods of significant economic uncertainty. These include Brazil, China, Russia, Egypt and Ukraine, most of which have had either currency devaluation or volatility in exchange rates. We continue to monitor operations, currencies and net monetary exposures in these countries. At this time, we do not have material net monetary asset exposures or risk to our operating results from changing to highly inflationary accounting in these countries.

Transfers of Financial Assets:

We account for transfers of financial assets, such as uncommitted revolving non-recourse accounts receivable factoring arrangements, when we have surrendered control over the related assets. Determining whether control has transferred requires an evaluation of relevant legal considerations, an assessment of the nature and extent of our continuing involvement with the assets transferred and any other relevant considerations. We use receivable factoring arrangements periodically when circumstances are favorable to manage liquidity. We have a factoring arrangement with a major global bank for a maximum combined capacity of $820 million. Under the program, we may sell eligible short-term trade receivables to the bank in exchange for cash. We then continue to collect the receivables sold, acting solely as a collecting agent on behalf of the bank. We also enter into certain arrangements with customers to achieve earlier collection of receivables. The incremental cost of factoring receivables was $1 million in the three months ended March 31, 2016 and less than $1 million in the three months ended March 31, 2015 and was recorded in net revenue. The outstanding principal amount of receivables under these arrangements amounted to $552 million as of March 31, 2016 and $352 million as of March 31, 2015.

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$38 million on net revenues and $19 million on operating income in the three months ended March 31, 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.

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, 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, 2015, the SIMADI exchange rate was 193.05 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.

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 level of primarily raw material imports that we believe would continue to be sourced in exchange for U.S. dollars converted at the official 6.30 exchange rate. Our remaining imported 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.

We 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.

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. 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, 2015, the value of the peso declined 4%. 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 million, or 2.3% of consolidated net revenues for the three months ended March 31, 2015. As of March 31, 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 of 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. 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 million, or 2.2% of consolidated net revenues for the three months ended March 31, 2015. As of March 31, 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. On February 5, 2015, the National Bank of Ukraine changed its currency policy by eliminating daily auctions, which effectively supported the exchange rate, and allowed the Ukrainian hryvnya exchange rate to float relative 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 value of the Ukrainian hryvnya relative to the U.S. dollar declined 49% from December 31, 2014 through March 31, 2015, and further volatility in the currency is expected. We continue to take actions 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 for accounting purposes and so we continue to record currency translation adjustments within equity and realized exchange gains and losses on transactions in earnings.

New Accounting Pronouncements:

In April 2015,March 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standards updateAccounting Standards Update (“ASU”) to simplify the accounting for stock-based compensation. The ASU addresses several areas of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and cash flow statement presentation. The ASU is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact across our operations and on our consolidated financial statements.

In March 2016, the FASB issued an ASU that simplifies the transition accounting for increases in investments that require a change from the cost basis to the equity method of accounting. U.S. GAAP currently requires the impact of such changes in accounting method to be retroactively applied to all prior periods that the investment was held. Under the new standard, adjustments to the investor’s basis in the investment should be recorded on the date the investment becomes qualified for equity method accounting. The equity method of accounting is then applied prospectively from that date. The ASU is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact across our operations and on our consolidated financial statements.

In March 2016, the FASB issued an ASU that clarifies whether contingent put and call options meet the “clearly and closely related” criteria in connection with accounting for embedded derivatives. U.S GAAP requires that embedded derivatives be separated from the host contract and accounted for separately as derivatives if certain criteria are met. The criteria include determining that the economic characteristics and risks of the embedded derivatives are not “clearly and closely related” to those of the host contract. The ASU is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact across our operations and on our consolidated financial statements.

In March 2016, the FASB issued an ASU that applies when there is a contract novation to a new counterparty for a derivative designated as an accounting hedge. The ASU clarifies that such a change in counterparty does not, in and of itself, require de-designation of the hedging relationship, provided that all other hedge accounting criteria continue to be met. The ASU is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We are currently assessing the impact across our operations and on our consolidated financial statements.

In February 2016, the FASB issued an ASU on lease accounting. The ASU revises existing U.S. GAAP and outlines a new model for lessors and lessees to use in accounting for lease contracts. The guidance requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases, with the exception of short-term leases. In the income statement, lessees will classify leases as either operating (resulting in straight-line expense) or financing (resulting in a front-loaded expense pattern). The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently assessing the impact across our operations and on our consolidated financial statements.

In January 2016, the FASB issued an ASU that provides updated guidance for the recognition, measurement, presentation and disclosure of financial assets and liabilities. The ASU is effective for fiscal years beginning after December 15, 2017. We are currently assessing the impact across our operations and on our consolidated financial statements.

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 early adopted the new standard on January 1, 2016 on a prospective basis. The adoption of the standard did not have a material impact 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 adopted the new standard on January 1, 2016. The new standard will impact our year-end pension disclosures and 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, 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. The ASU requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. We plan to adoptadopted the new standard on or by the January 1, 2016 effective date and are currently assessing theon a prospective basis. The standard did not have a material impact on our consolidated financial statements.

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 adoptadopted the new standard on the January 1, 2016 effective date and are currently assessing the impact 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 isdid 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. In 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. In March 2016, the FASB issued an ASU that clarifies the implementation guidance on principal versus agent considerations within the new revenue recognition guidance. The FASB also issued an ASU in March 2016 that clarifies that certain prepaid stored-value products should be accounted for under the breakage guidance under the new revenue recognition guidance and not under other U.S. GAAP. In April 2016, the FASB issued an ASU that clarifies the guidance for identifying performance obligations within a contract and the accounting for licenses. 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 planhave made progress in our due diligence and scoping reviews and continue 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. We anticipate adopting the new standard on January 1, 2018.

Note 2.  Divestitures and Acquisitions

PlannedJDE 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”) to create a new company, Jacobs Douwe Egberts (“JDE”). In conjunction with this transaction,Following the exchange of a portion of our investment in JDE for an interest in Keurig Green Mountain Inc. (“Keurig”) in March 2016, we now hold a 26.5% equity interest in JDE. The remaining 73.5% equity interest in JDE is held by a subsidiary of Acorn Holdings B.V. (“AHBV”),AHBV,” owner of DEMB prior to July 2, 2015). Please see discussion of the acquisition of an interest in Keurig below underKeurig Transaction.

In connection with the contribution of our global coffee businesses to JDE, we recorded a pre-tax gain of $6.8 billion (or $6.6 billion after taxes) in 2015. We also maderecorded approximately $1.0 billion of pre-tax net gains related to hedging the expected cash proceeds from the transactions as described further below.

The consideration we received consisted of3.8 billion of cash ($4.2 billion as of July 2, 2015), a binding offer43.5% equity interest in JDE (prior to receive our coffee businessthe decrease in France. The parties also invited our partnersownership due to the Keurig transaction discussed below)and $794 million in certain joint venturesreceivables (related to join the new company.

sales price adjustments and tax formation cost payments). During the firstthird quarter of 2015, we entered into an agreementalso recorded $283 million of cash and receivables from JDE related to sellreimbursement of costs that we incurred in separating our coffee businesses. The cash and equity consideration we received at closing reflects that we retained our interest in a Korea-based joint venture, Dongsuh Foods Corporation (“DSF”). During the second quarter of 2015, we also completed the sale of our interest in a Japanese coffee joint venture, to our joint venture partner so they may operate the business independently.Ajinomoto General Foods, Inc. (“AGF”). 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 DivestitureDivestitures and Acquisitions.

Upon completionDuring the fourth quarter of all proposed transactions,2015, we expectand JDE concluded negotiations of a sales price adjustment and completed the valuation of our investment in JDE. Primarily due to receive cashthe negotiated resolution of approximately4 billion and an equity interest of approximately 49 percentthe sales price adjustment in the new company, to be called Jacobs Douwe Egberts (“JDE”). AHBV will holdfourth quarter, we recorded a majority share$313 million reduction 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 apre-tax gain on the divested assets of our coffee business portfolio.

The transactions remain subject to regulatory approvals andtransaction, reducing the completion of employee information and consultation requirements. We continue to expect the transactions to be completed$7.1 billion estimated gain in the third quarter to the $6.8 billion final gain for 2015. As part of our sales price negotiations, we retained the right to collect future cash payments if certain estimated pension liabilities come in over an agreed amount in the future. As such, we may recognize additional income related to this negotiated term in the future.

The final value of our investment in JDE on July 2, 2015 subjectwas4.1 billion ($4.5 billion as of July 2, 2015). The fair value of the JDE investment was determined using both income-based and market-based valuation techniques. The discounted cash flow analysis reflected growth, discount and tax rates and other assumptions reflecting the underlying combined businesses and countries in which the combined coffee businesses operate. The fair value of the JDE investment also included the fair values of theCarte Noire andMerrild businesses, which JDE planned to closing conditions, including regulatory approvals. In December 2014,divest to comply with the conditioned approval by the European Commission announced its intentionrelated 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 inJDE coffee business transactions. As of the secondend of the first quarter of 2015. We and DEMB also continue to undertake consultations with Works Councils and employee representatives as required2016, these businesses have been sold by JDE. As the July 2, 2015 fair values for these businesses were recorded by JDE at their pending sales values, we did not record any gain or loss on the sales of these businesses in connection with the transactions.our share of JDE’s earnings.

In connection with the expected receipt of approximately4 billion uponcash in euros at the time of closing, we entered into a number of consecutive currency exchange forward contracts in the second quarter of 2014 and 2015 to lock in an equivalent expected value in 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 lock in an expected euro/U.S. dollar exchange rate on the expected4 billion cash receipt that generated a $240 million unrealized gain in the first quarter of 2015. The unrealized gain was 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 receiptdollars as of the4 billion at closing. Based on changes in date the euro/U.S. dollar exchange rate, the actual closing date of the plannedJDE coffee business transactions were first announced in May 2014. Cumulatively, we realized aggregate net gains and received cash of approximately $1.0 billion on these hedging contracts that increased the settlement datescash we received in connection with the JDE coffee business transactions from $4.2 billion in cash consideration received to $5.2 billion. In connection with these currency contracts, we recognized net gains 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 that totaled $28$551 million in the three months ended March 31, 2015 within interest and other expense, net.

We also incurred incremental expenses related to readying our global coffee businesses for the transactions that totaled $28 million for the three months ended March 31, 2015. These expenses were recorded within selling, general and administrative expenses of primarily our Europe andsegment, as well as within our Eastern Europe, Middle East and Africa segments(“EEMEA”) segment and within our general corporate expenses.

Other Divestiture and Acquisitions:JDE Capital Increase:

On December 18, 2015, AHBV and we agreed to provide JDE additional capital to pay down some of its debt with lenders. Our pro rata share of the capital increase was499 million ($544 million as of December 18, 2015) and was made in return for a pro rata number of additional shares in JDE such that our ownership in JDE did not change following the capital increase. To fund our share of the capital increase, we contributed460 million ($501 million) of JDE receivables and made a39 million ($43 million) cash payment.

Keurig Transaction:

On March 3, 2016, a subsidiary of AHBV completed the $13.9 billion acquisition of all the outstanding common stock of Keurig through a merger transaction. On March 7, 2016, we exchanged with a subsidiary of AHBV a portion of our equity interest in JDE with a carrying value of1.7 billion (approximately $2.0 billion as of March 7, 2016) for an interest in Keurig with a fair value of $2.0 billion based on the merger consideration per share for Keurig. We recorded the difference between the fair value of Keurig and our basis in JDE shares as a $43 million gain on equity method investment exchange in March 2016. Following the exchange, our ownership interest in JDE is 26.5% and our interest in Keurig is 24.2%. Both AHBV and we hold our investments in Keurig through a combination of equity and interests in a shareholder loan, with pro-rata ownership of each. Our initial $2.0 billion investment in Keurig includes a $1.6 billion Keurig equity interest and a $0.4 billion shareholder loan receivable, which are reported on a combined basis within equity method investments on our condensed consolidated balance sheet as of March 31, 2016. The shareholder loan has a 5.5% interest rate and is payable at the end of a seven-year term on February 27, 2023. For the month ended March 31, 2016, we recorded $8 million of equity earnings and $2 million of interest income from the shareholder loan within equity method earnings. We continue to account for our investments in JDE and Keurig under the equity method and recognize our share of their earnings within equity method investment earnings and our share of their dividends within our cash flows.

We have reflected the results of our historical coffee businesses and equity earnings from JDE, Keurig and DSF in our results from continuing operations as the coffee category continues to be a significant part of our net earnings and business strategy going forward. For the three months ended March 31, 2016, the equity method investment earnings contributed by our coffee investments included $47 million from JDE and $24 million from DSF, as well as $10 million from Keurig for the month of March. For the three months ended March 31, 2015, after-tax earnings were $113 million for the coffee businesses we contributed to JDE on July 2, 2015 and $20 million for DSF.

Other Divestitures and Acquisitions:

On March 31, 2016, we received and accepted a binding offer totaling175 million ($199 million as of March 31, 2016) for the sale of several manufacturing facilities in France and sale or license of certain local confectionery brands. The transactions are expected to be completed and remaining pre-closing conditions satisfied in the second quarter of 2017. The transactions are subject to EU and local regulatory approvals, completion of employee consultation requirements and additional steps to prepare the assets for transfer. Prior to closing, together with the buyer, we will undertake consultations with all Works Councils and employee representatives required in connection with the transactions. Given a number of closing conditions and a closing timeline of greater than one year, the net assets pending sale are currently classified as held for use. On March 31, 2016, we recorded a $14 million impairment charge for a gum & candy trademark as a portion of its carrying value would not be recoverable based on future cash flows expected under a planned license agreement with the buyer.

On July 15, 2015, we acquired an 80% interest in a biscuit operation in Vietnam, which is now a subsidiary within our Asia Pacific segment. Total cash paid to date for the biscuit operation, intellectual property, non-compete and consulting agreements less purchase price adjustments received was 11,645 billion Vietnamese dong ($534 million using applicable exchange rates on July 15 and November 27). We have made, received and 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 as of July 15, 2015) payment for the biscuit operation, a $44 million additional escrow deposit and a 759 billion Vietnamese dong ($35 million as of July 15, 2015) partial payment for the non-compete and continued consulting agreements.
On November 27, 2015, we announced our agreementreceived 197 billion Vietnamese dong ($9 million as of November 27, 2015) as a purchase price adjustment related to sell our 50 percentworking capital adjustments at closing.
Subject to the satisfaction of final conditions, including the resolution of warranty, other claims and further 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 ($34 million as of March 31, 2016) 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. As of March 31, 2016, we have recorded a preliminary allocation of the consideration paid including $10 million to inventory, $49 million to property, plant and equipment, $87 million of intangible assets, $385 million of goodwill and $32 million to other net liabilities. The allocation of the fair values had an immaterial impact on operating results. 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 $37 million in incremental net revenues and $3 million in incremental operating income in the three months ended March 31, 2016. Integration costs were not material to our condensed consolidated financial statements for the three months ended March 31, 2016.

On April 23, 2015, we completed the divestiture of our 50% equity interest in AGF, 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) in the second quarter of 2015. 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. The operating results of the divestiture were not material to our condensed consolidated financial statements for the three months ended March 31, 2015.

On February 16, 2015, we acquired a U.S. snackingsnack food 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 of 2015, we 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 months ended March 31, 2016 and 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, 
   2015   2014 
   (in millions) 

Raw materials

  $1,210    $1,122  

Finished product

   2,211     2,358  
  

 

 

   

 

 

 

Inventories, net

$3,421  $3,480  
  

 

 

   

 

 

 
                                    
       As of March 31,       As of December 31, 
   2016   2015 
   (in millions) 

Raw materials

  $849    $782  

Finished product

   2,009     1,930  
  

 

 

   

 

 

 
   2,858     2,712  

Inventory reserves

   (102   (103
  

 

 

   

 

 

 

Inventories, net

  $2,756    $2,609  
  

 

 

   

 

 

 

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  
  

 

 

   

 

 

 

As of March 31,As of December 31,
20162015
(in millions)

In connection with our 2012-2014 Restructuring ProgramLand and 2014-2018 Restructuring Program (see Note 6,Restructuring Programs), we recorded non-cash asset write-downs (including accelerated depreciationland improvements

$508$495

Buildings and asset impairments) of $78 millionbuilding improvements

2,8572,753

Machinery and equipment

10,38210,044

Construction in the three months ended March 31, 2015progress

1,2811,262

15,02814,554

Accumulated depreciation

(6,494(6,192

Property, plant 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:equipment, net

$8,534$8,362

 

                                    
   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  
  

 

 

   

 

 

 

Capital expenditures of $335 million for the three months ended March 31, 2016 exclude $211 million of accrued capital expenditures remaining unpaid at March 31, 2016 and include payment for $322 million of capital expenditures that were accrued and unpaid at December 31, 2015.

In connection with our restructuring programs, we recorded non-cash asset write-downs (including accelerated depreciation and asset impairments) of $52 million in the three months ended March 31, 2016 and $78 million in the three months ended March 31, 2015 (see Note 6,2014-2018 Restructuring Program). These charges were recorded in the condensed consolidated statements of earnings within asset impairment and exit costs as follows:

                                    
   For the Three Months Ended 
   March 31, 
   2016   2015 
   (in millions) 

Latin America

  $6    $13  

Asia Pacific

   8     19  

EEMEA

   3       

Europe

   19     25  

North America

   16     21  
  

 

 

   

 

 

 

Total non-cash asset write-downs

  $52    $78  
  

 

 

   

 

 

 

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  
  

 

 

   

 

 

 

    As of March 31,    As of December 31,
20162015
(in millions)

Latin America

$902$858

Asia Pacific

2,5192,520

EEMEA

1,3161,304

Europe

7,3327,117

North America

8,9088,865

Goodwill

$20,977$20,664

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  
  

 

 

   

 

 

 

As of March 31,As of December 31,
20162015
(in millions)

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.

$17,852$17,527

Amortizable intangible assets

2,3912,320

20,24319,847

Accumulated amortization

(1,149(1,079

Intangible assets, net

$19,094$18,768

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 March 31, 2016, the weighted-average life of our amortizable intangible assets was 13.6 years.

Amortization expense for intangible assets was $44 million in the three months ended March 31, 2016 and $46 million in the three months ended March 31, 2015. We currently estimate annual amortization expense for each of the next five years to be approximately $185 million, estimated using March 31, 2016 exchange rates.

Changes in goodwill and intangible assets consisted of:

                                    
       Intangible 
   Goodwill   Assets, at cost 
   (in millions) 

Balance at January 1, 2016

  $20,664    $19,847  

Changes due to:

    

Currency

   389     323  

Acquisition

   (76   87  

Asset impairment

        (14
  

 

 

   

 

 

 

Balance at March 31, 2016

  $20,977    $20,243  
  

 

 

   

 

 

 

Changes to goodwill and intangibles were:

Asset impairment – On 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,2016, 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$14 million of aggregate book value as of December 31, 2014 that each hadimpairment charges related to a fair valuegum & candy trademark in excess of book value of 10% or less. While these intangible assets passed our annual impairment testingEurope segment in connection with a binding offer to sell and we believe our current plans for each of theselicense certain local confectionery 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

   (1,052   (969

Acquisition

   19     58  
  

 

 

   

 

 

 

Balance at March 31, 2015

$22,356  $20,424  
  

 

 

   

 

 

 

Refer toFrance. See Note 2,Divestitures and Acquisitions – Other Divestitures and Acquisitions, for additional information related to the Enjoy Life acquisition completed ininformation.

Acquisition – During the first quarter.

Note 6.  Restructuring Programs

2014-2018 Restructuring Program

On May 6, 2014, our Boardquarter of Directors approved2016, in connection with the July 15, 2015 acquisition of an 80% interest in a $3.5 billion restructuring program, comprised of approximately $2.5 billionbiscuit operation 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 objectiveVietnam, we recorded a preliminary allocation of the 2014-2018 Restructuring Program isconsideration paid including $26 million of amortizable intangible assets and $61 million of non-amortizable intangible assets. Intangible assets acquired included trademarks and customer-related intangibles with definite and indefinite lives. A preliminary goodwill balance recorded as of July 15, 2015, was adjusted during the first quarter to reduce our operating cost structure in both our supply chain and overhead costs. The program is intended primarily to cover severance as well asreflect intangible asset disposals and other manufacturing-related one-time costs. We expect to incur the majority of the program’s charges in 2015asset fair valuations. See Note 2,Divestitures and 2016Acquisitions – Other Divestitures and to complete the program by year-end 2018. Since inception, we have incurred total restructuring and related implementation charges of $605 million related to the 2014-2018 Restructuring Program.

Restructuring Costs:Acquisitions

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

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

Liability balance, January 1, 2015

  $224    $    $224  

Charges

   85     78     163  

Cash spent

   (39        (39

Non-cash settlements / adjustments

        (78   (78

Currency

   (14        (14
  

 

 

   

 

 

   

 

 

 

Liability balance, March, 31, 2015

$256  $  $256  
  

 

 

   

 

 

   

 

 

 

We spent $39 million in the three months ended March 31, 2015 in cash severance and related costs. We also recognized non-cash asset write-downs (including accelerated depreciation and asset impairments) and other non-cash adjustments totaling $78 million in the three months ended March 31, 2015. At March 31, 2015, $248 million of our net restructuring liability was recorded within other current liabilities and $8additional information.

During our 2015 annual testing of non-amortizable intangible assets, we recorded $71 million of impairment charges in the three months ended December 31, 2015 related to four trademarks in Asia Pacific, Europe and Latin America. We also noted seven brands, including the four impaired trademarks, with $598 million of aggregate book value as of December 31, 2015 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.

Note 6.  2014-2018 Restructuring Program

On May 6, 2014, our Board of Directors approved a $3.5 billion restructuring program, comprised of approximately $2.5 billion in cash costs and $1 billion 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. Since inception, we have incurred total restructuring and related implementation charges of $1.6 billion related to the 2014-2018 Restructuring Program. We expect to incur the majority of the program’s remaining charges in 2016 and to complete the program by year-end 2018.

Restructuring Costs:

We recorded restructuring charges of $139 million in the three months ended March 31, 2016 and $163 million in the three months ended March 31, 2015 within asset impairment and exit costs. The activity for the 2014-2018 Restructuring Program liability for the three months ended March 31, 2016 was:

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

Liability balance, January 1, 2016

  $395    $    $395  

Charges

   87     52     139  

Cash spent

   (74        (74

Non-cash settlements / adjustments

        (52   (52

Currency

   10          10  
  

 

 

   

 

 

   

 

 

 

Liability balance, March 31, 2016

  $418    $    $418  
  

 

 

   

 

 

   

 

 

 

We spent $74 million in the three months ended March 31, 2016 and $39 million in the three months ended March 31, 2015 in cash severance and related costs. We also recognized non-cash asset write-downs (including accelerated depreciation and asset impairments) of $52 million in the three months ended March 31, 2016 and $78 million in the three months ended March 31, 2015. At March 31, 2016, $332 million of our net restructuring liability was recorded within other current liabilities and $86 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 $98 million in the three months ended March 31, 2016 and $61 million in the three months ended March 31, 2015. 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 
               (in millions)             

For the Three Months Ended
March 31, 2015

              

Restructuring Costs

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

Implementation Costs

   9     4     4     20     9     15     61  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

$24  $29  $6  $129  $20  $16  $224  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Project 2014-2015 (2)

Restructuring Costs

$96  $41  $21  $200  $68  $11  $437  

Implementation Costs

 25   13   8   57   14   51   168  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

$121  $54  $29  $257  $82  $62  $605  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)Includes adjustment for rounding.
(2)Includes all charges recorded since program inception on May 6, 2014 through March 31, 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 million in the three months ended March 31, 2015 related to accruals no longer required. We recorded restructuring charges of $42 million in the three months ended March 31, 2014 within asset impairment and exit costs. The activity for the 2012-2014 Restructuring Program liability for the three months ended March 31, 2015 was:

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

Liability balance, January 1, 2015

  $128    $    $128  

Charges

   (2        (2

Cash spent

   (19        (19

Non-cash settlements

               

Currency

   (5        (5
  

 

 

   

 

 

   

 

 

 

Liability balance, March 31, 2015

$102  $  $102  
  

 

 

   

 

 

   

 

 

 

We spent $19 million in the three months ended March 31, 2015 and $28 million in the three months ended March 31, 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 million in the three months ended March 31, 2014. At March 31, 2015, $74 million of our net restructuring liability was recorded within other current liabilities and $28 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 million in the three months ended March 31, 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 months ended March 31, 2016 and 2015 and since inception of the 2014-2018 Restructuring Program, we recorded restructuring and implementation costs within operating income as follows:

   Latin
America
   Asia
Pacific
   EEMEA   Europe   North
America (1)
   Corporate (2)   Total 
               (in millions)             

For the Three Months Ended
March 31, 2016

              

Restructuring Costs

  $12    $23    $9    $64    $31    $    $139  

Implementation Costs

   7     6     3     29     38     15     98  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $19    $29    $12    $93    $69    $15    $237  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the Three Months Ended
March 31, 2015

              

Restructuring Costs

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

Implementation Costs

   9     4     4     20     9     15     61  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $24    $29    $6    $129    $20    $16    $224  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Project 2014-2016 (3)

              

Restructuring Costs

  $238    $172    $91    $383    $202    $38    $1,124  

Implementation Costs

   62     34     19     139     112     130     496  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $300    $206    $110    $522    $314    $168    $1,620  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)During the three months ended March 31, 2014 and since inception of the 2012-2014 Restructuring Program, we recorded restructuring and2016, our North America region implementation costs within operating income as follows:

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

For the Three Months Ended
March 31, 2014

              

Restructuring Costs

  $1    $    $4    $17    $20    $    $42  

Implementation Costs

             1     15     7     1     24  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

$1  $  $5  $32  $27  $1  $66  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Project 2012-2014 (2)

Restructuring Costs

$36  $36  $69  $249  $337  $2  $729  

Implementation Costs

 3   6   4   88   65   4   170  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

$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 borrowingsincluded costs that we incurred related to re-negotiating collective bargaining agreements that expired at the end of February 2016 for eight U.S. facilities and related weighted-average interest rates consisted of:

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

Commercial paper

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

Bank loans

   223     12.1%     204     8.8%  
  

 

 

     

 

 

   

Total short-term borrowings

$3,688  $1,305  
  

 

 

     

 

 

   

Asto executing business continuity plans for the North America business. We expect to incur additional costs related to these activities in future quarters of 2016.

(2)Includes adjustment for rounding.
(3)Includes all charges recorded since program inception on May 6, 2014 through March 31, 2015, the commercial paper issued and outstanding had between 1 and 92 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, 2015, we complied with the covenant as our shareholders’ equity as defined by the covenant was $33.8 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, 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 billion at March 31, 2015 and $2.1 billion at December 31, 2014. Borrowings on these lines amounted to $223 million at March 31, 2015 and $204 million at December 31, 2014.

Long-Term Debt:

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, consisting2016.

Note 7.  Debt and Borrowing Arrangements

Short-Term Borrowings:

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

                                                                        
   As of March 31, 2016   As of December 31, 2015 
   Amount
Outstanding
   Weighted-
Average Rate
   Amount
Outstanding
   Weighted-
Average Rate
 
   (in millions)       (in millions)     

Commercial paper

  $2,291     0.8%    $     0.0%  

Bank loans

   273     10.5%     236     9.5%  
  

 

 

     

 

 

   

Total short-term borrowings

  $2,564      $236    
  

 

 

     

 

 

   

As of March 31, 2016, the commercial paper issued and outstanding had between 1 and 90 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 working capital needs, 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, 2016, we complied with the covenant as our shareholders’ equity as defined by the covenant was $37.1 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, 2016, 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 billion at March 31, 2016 and $1.9 billion at December 31, 2015. Borrowings on these lines amounted to $273 million at March 31, 2016 and $236 million at December 31, 2015.

Long-Term Debt:

On February 9, 2016, $1,750 million of our 4.125% U.S. dollar notes matured. The notes and accrued interest to date were paid with net proceeds from thefr.400 million Swiss franc-denominated notes issuance on January 26, 2016 and the700 million euro-denominated notes issuance on January 21, 2016, as well as cash on hand and the issuance of commercial paper. As we refinanced $1,150 million of the matured notes with net proceeds from long-term debt issued in January 2016, we reflected this amount within long-term debt as of December 31, 2015.

On January 26, 2016, we issuedfr.400 million of Swiss franc-denominated notes, or $399 million in U.S. dollars locked in with a forward currency contract on January 12, 2016, consisting of:

$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 three months ended March 31, 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
fr.250 million (or $537$249 million) of 1.000%0.080% fixed rate notes that mature on March 7, 2022
750January 26, 2018
fr.150 million (or $805$150 million) of 1.625%0.650% 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 $29July 26, 2022

We received proceeds net of premiums and deferred financing costs of $398 million that were used to partially fund the February 2016 note maturity and for other general corporate purposes. We recorded approximately $1 million of premiums and deferred financing costs, which will be amortized into interest expense over the life of the notes.

On January 21, 2016, we issued700 million of euro-denominated 1.625% notes, or $760 million in U.S. dollars locked in with a forward currency contract on January 13, 2016. The euro-denominated notes will mature on January 20, 2023. We received proceeds net of discounts and deferred financing costs of $752 million that were used to partially fund the February 2016 note maturity and for other general corporate purposes. We recorded approximately $8 million of discounts and deferred financing costs, which will be amortized into interest expense over the life of the notes.

Our weighted-average interest rate on our total debt was 3.1% as of March 31, 2016, following the refinancing of the February 9, 2016 debt maturity. Our weighted-average interest rate on our total debt was 3.7% as of December 31, 2015, down from 4.3% as of December 31, 2014.

Fair Value of Our Debt:

The fair value of our short-term borrowings at March 31, 2016 and December 31, 2015 reflects current market interest rates and approximates the amounts we have recorded on our condensed 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, 2016, the aggregate fair value of our total debt was $18,428 million and its carrying value was $17,399 million. At December 31, 2015, the aggregate fair value of our total debt was $15,908 million and its carrying value was $15,398 million.

Interest and Other Expense, net:

Interest and other expense, net within our results of continuing operations consisted of:

                                    
   For the Three Months Ended 
   March 31, 
   2016   2015 
   (in millions) 

Interest expense, debt

  $136    $175  

Loss on debt extinguishment and related expenses

        713  

JDE coffee business transactions currency-related net gains

        (551

Loss related to interest rate swaps

   97     34  

Other expense, net

   11     15  
  

 

 

   

 

 

 

Interest and other expense, net

  $244    $386  
  

 

 

   

 

 

 

See Note 2,Divestitures and Acquisitions, and Note 8,Financial Instruments,for information on the currency exchange forward contracts associated with the JDE 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 first quarters of 2016 and 2015.

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.

Fair Value of Our Debt:

The fair value of our short-term borrowings at March 31, 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, 2015, the aggregate fair value of our total debt was $19,986 million and its carrying value was $18,705 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:

Interest and other expense, net 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  
  

 

 

   

 

 

 

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.

Note 8.  Financial Instruments

Fair Value of Derivative Instruments:

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

 

                                                                        
                                                                          As of March 31, 2016   As of December 31, 2015 
  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    $4    $7    $20    $7  

Commodity contracts

   1     57     12     33     11     10     37     35  

Interest rate contracts

   17     73     13     42     17     4     12     57  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
$108  $163  $94  $92    $32    $21    $69    $99  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Derivatives not designated as
accounting hedges:

        

Currency exchange contracts

$284  $77  $735  $24    $34    $88    $61    $33  

Commodity contracts

 107   156   90   194     33     48     70     56  

Interest rate contracts

 50   33   59   39     37     25     43     28  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
$441  $266  $884  $257    $104    $161    $174    $117  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total fair value

$549  $429  $978  $349    $136    $182    $243    $216  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

During the first quarter of 2016 and 2015, derivatives designated as accounting hedges include cash flow and fair value hedges and derivatives not designated as accounting hedges include economic hedges. Non-U.S. dollar denominated debt designated as a hedge of our net investments in non-U.S. operations is not reflected in the table above, but is included in long-term debt summarized in Note 7,Debt and Borrowing Arrangements. We record derivative assets and liabilities on a gross basis 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 March 31, 2016 
  Total
Fair Value of Net
Asset / (Liability)
 Quoted Prices in
Active Markets
for Identical
Assets

(Level 1)
 Significant
Other Observable
Inputs (Level 2)
 Significant
Unobservable
Inputs

(Level 3)
   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           (14   (10   (4     

Interest rate contracts

   (39     (39       25          25       
  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 

Total derivatives

$120  $(105$225  $    $(46  $(10  $(36  $  
  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

 
  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, 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)
 
   (in millions) 

Currency exchange contracts

  $41    $    $41    $  

Commodity contracts

   16     29     (13     

Interest rate contracts

   (30        (30     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total derivatives

  $27    $29    $(2  $  
  

 

 

   

 

 

   

 

 

   

 

 

 

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$23 million as of March 31, 20152016 and $84$22 million as of December 31, 20142015 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$14 million as of March 31, 20152016 and $38$52 million as of December 31, 2014.2015. As of March 31, 2016 and December 31, 2015, there were no Level 1 derivatives in a net liability position.

Level 2 financial assets and liabilities consist primarily of over-the-counter (“OTC”) currency exchange forwards, options and swaps; commodity forwards and options; and interest rate swaps. Our currency exchange contracts are valued using an income approach based on observable market forward rates less the contract rate multiplied by the notional amount. Commodity derivatives are valued using an income approach based on the observable market commodity index prices less the contract rate multiplied by the notional amount or based on pricing models that rely on market observable inputs such as commodity prices. Our calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the observable market interest rate curve. Our calculation of the fair value of financial instruments takes into consideration the risk of nonperformance, including counterparty credit risk. Our OTC derivative transactions are governed by International Swap Dealers Association agreements and other standard industry contracts. Under these agreements, we do not post nor require collateral from our counterparties. The majority of our commodity and currency exchange OTC 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$40 million as of March 31, 20152016 and $156$101 million as of December 31, 2014,2015, and for derivatives we have in a net asset position, our counterparties would owe us a total of $67$61 million as of March 31, 20152016 and $72$64 million as of December 31, 2014.2015. 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 March 31,     As of December 31, 
  2015   2014   2016     2015 
  (in millions)   (in millions) 

Currency exchange contracts:

          

Intercompany loans and forecasted interest payments

  $3,639    $3,640    $4,162      $4,148  

Forecasted transactions

   6,670     6,681     1,464       1,094  

Commodity contracts

   1,196     1,569     544       732  

Interest rate contracts

   3,037     3,970     2,115       3,033  

Net investment hedge – euro notes

   4,722     3,932     5,349       4,345  

Net investment hedge – pound sterling notes

   1,185     545     1,368       1,404  

Net investment hedge – Swiss franc notes

   694          1,534       1,073  

Cash Flow Hedges:

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

 

                                                                        
 For the Three Months Ended   For the Three Months Ended
March 31,
 
March 31,   2016   2015 
 2015 2014   (in millions) 
 (in millions) 

Accumulated gain / (loss) at beginning of period

 $(2 $117  

Accumulated gain / (loss) at January 1

  $(45  $(2

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

 (18 (1   58     (18

Unrealized gain / (loss) in fair value

 (26 (34   (66   (26
 

 

  

 

   

 

   

 

 

Accumulated gain / (loss) at end of period

$(46$82  

Accumulated gain / (loss) at March 31

  $(53  $(46
 

 

  

 

   

 

   

 

 

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

 

                                    
 For the Three Months Ended 
March 31,                                     
 2015 2014   For the Three Months Ended
March 31,
 
 (in millions)   2016   2015 
  (in millions) 

Currency exchange contracts – forecasted transactions

 $46   $(2  $5    $46  

Commodity contracts

 (2 5     (3   (2

Interest rate contracts

 (26 (2   (60   (26
 

 

  

 

   

 

   

 

 

Total

$18  $1    $(58  $18  
 

 

  

 

   

 

   

 

 

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

 

                                                                        
 For the Three Months Ended   For the Three Months Ended
March 31,
 
March 31,   2016   2015 
 2015 2014   (in millions) 
 (in millions) 

Currency exchange contracts -forecasted transactions

 $49   $2  

Currency exchange contracts – forecasted transactions

  $(12  $49  

Commodity contracts

 (38 11     (5   (38

Interest rate contracts

 (37 (47   (49   (37
 

 

  

 

   

 

   

 

 

Total

$(26$(34  $(66  $(26
 

 

  

 

   

 

   

 

 

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

Pre-tax gains / (losses) onWithin interest and other expenses, net, we recorded pre-tax losses of $97 million in the first quarter of 2016 and $34 million in the first quarter of 2015 related to amounts excluded from effectiveness testing 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 relatedtesting. These amounts relate to certain U.S. dollar interest rate swaps that we no longer designatedesignated as accounting cash flow hedges due to a changechanges 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 dueDue to lower overall costcosts and our decision to hedge a greater portion of our net investments in operations that use these currencies other than the U.S. dollar as their functional currencies. Incurrencies, our plans to issue U.S. dollar-denominated debt changed and we instead issued euro and Swiss franc-denominated notes in the current year first quarter, and euro, British pound sterling and Swiss franc-denominated notes in the prior-year period, amounts excluded from effectiveness testing were not material.first quarter.

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 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$4 million (net of taxes) for commodity cash flow hedges, unrealized gainslosses of $55$8 million (net of taxes) for currency cash flow hedges and unrealized losses of less than $1 million (net of taxes) for interest rate cash flow hedges to earnings during the next 12 months.

Hedge Coverage:

As of March 31, 2015,2016, we hedged transactions forecasted to impact cash flows over the following periods:

commodity transactions for periods not exceeding the next 1621 months;
interest rate transactions for periods not exceeding the next 307 years and 116 months; and
currency exchange transactions for periods not exceeding the next 1121 months.

Fair Value Hedges:

Pre-tax gains / (losses) due to changes in fair value of our interest rate swaps and related hedged long-term debt were recorded in interest and other expense, net:

 

                                                      
   For the Three Months Ended
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
March 31,
    
     
   2016   2015   
   (in millions)   

Derivatives

  $5    $4    

Borrowings

   (5   (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:

 

   For the Three Months Ended
March 31,
   

Location of

Gain / (Loss)

Recognized

in Earnings

   2016   2015   
   (in millions)    

Currency exchange contracts:

      

Intercompany loans and forecasted
interest payments

  $5    $7    Interest and other

expense, net

Forecasted transactions

   (31   (3  Cost of sales

Forecasted transactions

   8     553    Interest and other
expense, net

Forecasted transactions

   4     (11  Selling, general and

administrative
expenses

Interest rate contracts

        1    Interest and other
expense, net

Commodity contracts

   (44   (41  Cost of sales
  

 

 

   

 

 

   

Total

  $(58  $506    
  

 

 

   

 

 

   

In connection with the plannedJDE coffee business transactions, we entered into a number of consecutive euro to U.S. dollar currency exchange forward contracts in 2015 to hedgelock in an equivalent expected cash receipt of4 billion upon closing. As the forward contracts relate to a pending business divestiture, unrealizedvalue in U.S. dollars. The mark-to-market gains and losses on the derivative arederivatives were recorded in earnings. We recorded a $311net gains of $551 million realized gain and a $240 million unrealized gain for the three months ended March 31, 2015 within interest and other expense, net in connection with the forward contracts asand the U.S. dollar strengthened relativetransferring of proceeds to the euro.our subsidiaries where coffee net assets and shares were deconsolidated. The currency hedge and related gains and losses were recorded within interest and other expense, net. See Note 2,Divestitures and Acquisitions—PlannedAcquisitions – JDE Coffee Business Transactions, for additional information on our currency exchange forward contracts transactions in the first quarter of 2015.information.

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   
   (in millions)    

Euro notes

  $314    $(5  Currency

Pound sterling notes

   32     (4  Translation

Swiss franc notes

   (13       Adjustment

Note 9. Benefit Plans

Pension Plans

Components of Net Periodic Pension Cost:

                                                                        
  

 

For the Three Months Ended March 31,

  Location of
Gain / (Loss)
Recognized in
AOCI
    
  2016  2015   
  (in millions)     

Euro notes

 $154   $314    Currency   

Pound sterling notes

  (23  32    Translation   

Swiss franc notes

  43    (13  Adjustment   

 

Note 9.  Benefit Plans

 

Pension Plans

 

Components of Net Periodic Pension Cost:

Net periodic pension cost consisted of the following:

 

  

  

  

  

  U.S. Plans  Non-U.S. Plans 
  For the Three Months Ended March 31,  For the Three Months Ended March 31, 
  2016  2015  2016  2015 
  (in millions)  (in millions) 

Service cost

 $13   $17   $38   $50  

Interest cost

  16    17    60    77  

Expected return on plan assets

  (24  (23  (110  (119

Amortization:

    

Net loss from experience

    differences

  9    12    31    39  

Prior service cost

          (1    

Settlement losses and other expenses

  4    3          
 

 

 

  

 

 

  

 

 

  

 

 

 

Net periodic pension cost

 $18   $26   $18   $47  
 

 

 

  

 

 

  

 

 

  

 

 

 

Net periodic pension cost consisteddecreased in the first quarter of 2016 due to a combination of factors, including a decreased number of plan participants, changes in discount rates, company contributions to the plans and a change in our approach to measuring service and interest costs. For 2015, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. For 2016, we have elected to measure service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of the following:plans’ liability cash flows to the corresponding spot rates on the yield curve. The impact of this change was approximately a $16 million decrease in net periodic pension cost for the three months ended March 31, 2016. This change does not affect the measurement of our plan obligations. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis.

Net pension costs of our Non-U.S. plans in the first quarter of 2016 were also favorably impacted by the reduction in our pension plan obligations due to the JDE coffee business transactions. Prior to the July 2, 2015 closing of the JDE 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. In 2015, we reduced our net benefit plan liabilities by $131 million and the related deferred tax assets by $24 million. Refer to Note 2,Divestitures and Acquisitions– JDE Coffee Business Transactions, for more information. For participants that elected not to transfer into the JDE plans, we retained the plan obligations and related plan assets.

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

Service cost

 $17   $15   $50   $44  

Interest cost

  17    17    77    97  

Expected return on plan assets

  (23  (20  (119  (123

Amortization:

    

Net loss from experience differences

  12    8    39    27  

Settlement losses

  3    2        5  
 

 

 

  

 

 

  

 

 

  

 

 

 

Net periodic pension cost

$26  $22  $47  $50  
 

 

 

  

 

 

  

 

 

  

 

 

 

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 three months ended March 31, 2015,2016, we contributed $202$154 million to our U.S. plans and $116 million to our non-U.S. plans. Based on current tax law,As of March 31, 2016, we plan to make further contributions of approximately $8$16 million to our U.S. plans and approximately $203$263 million to our non-U.S. plans during the remainder of 2015.2016. 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 periodic postretirement health care costs consisted of the following:

 

                                    
  For the Three Months Ended                                     
  March 31,   For the Three Months Ended 
  2015   2014   March 31, 
  (in millions)   2016   2015 
  (in millions) 

Service cost

  $4    $3    $3    $4  

Interest cost

   6     5     5     6  

Amortization:

        

Net loss from experience differences

   3     2     2     3  

Prior service credit

   (2   (3   (2   (2
  

 

   

 

   

 

   

 

 

Net postretirement health care costs

$11  $7  

Net periodic postretirement health care costs

  $8    $11  
  

 

   

 

   

 

   

 

 

Net periodic postretirement health care costs decreased in the first quarter of 2016 due to a combination of factors, including a decreased number of plan participants, changes in discount rates, company contributions to the plans and a change in our approach to measuring service and interest costs. For 2015, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. For 2016, we elected to measure service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. The impact of this change was approximately a $1 million decrease in net periodic postretirement health care costs for the three months ended March 31, 2016. This change does not affect the measurement of our plan obligations. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis.

Postemployment Benefit Plans

Net periodic postemployment costs consisted of the following:

 

                                    
  For the Three Months Ended                                     
  March 31,   For the Three Months Ended 
  2015   2014   March 31, 
  (in millions)   2016   2015 
  (in millions) 

Service cost

  $2    $2    $2    $2  

Interest cost

   1     2     1     1  
  

 

   

 

   

 

   

 

 

Net postemployment costs

$3  $4  

Net periodic postemployment costs

  $3    $3  
  

 

   

 

   

 

   

 

 

Note 10.  Stock Plans

Stock Options:

Stock option activity consisted of the following:is reflected below:

 

                                                                                                                              
  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
   Average
Remaining
Contractual
Term
   Aggregate
Intrinsic
Value
 

Balance at January 1, 2015

   56,431,551    $24.19    $685 million  

Balance at January 1, 2016

   57,034,108     26.12     6 years    $229 million  
  

 

       

 

       

Annual grant to eligible employees

 8,899,530   36.94     7,517,290     39.70      

Additional options issued

 808,460   35.48     77,190     42.93      
  

 

       

 

       

Total options granted

 9,707,990   36.82     7,594,480     39.73      

Options exercised

 (2,598,094 23.16  $35 million     (1,719,156   24.45      $28 million  

Options cancelled

 (632,703 31.37     (487,243   34.42      
  

 

       

 

       

Balance at March 31, 2015

 62,908,744   26.11  $635 million  

Balance at March 31, 2016

   62,422,189     27.75     6 years    $281 million  
  

 

       

 

       

RestrictedDeferred Stock Units, Performance Share Units and DeferredRestricted Stock:

Restricted andHistorically we have made grants of deferred stock units, performance share units and restricted stock. Beginning in 2016, we will only grant deferred stock units and performance share units and no longer grant restricted stock. Our deferred stock unit, performance share unit and restricted stock activity consisted of the following:is reflected below:

 

                                                                        
   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    
  

 

 

       

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  
  

 

 

       

Total shares granted

 3,495,253   36.90  $ 129 million  

Vested

 (3,234,075 36.95  $119 million  

Forfeited

 (267,181 32.49  
  

 

 

       

Balance at March 31, 2015

 10,576,637   28.65  
  

 

 

       
                                                                        
   Number of
Shares
   Grant Date   Weighted-Average
Fair Value

Per Share
   Weighted-Average
Aggregate

Fair Value
 

Balance at January 1, 2016

   9,418,216      $28.00    
  

 

 

       

Annual grant to eligible employees:

     Feb. 22, 2016      

Performance share units

   1,406,500       39.70    

Deferred stock units

   1,040,790       39.70    

Additional shares granted(1)

   624,378     Various     26.56    
  

 

 

       

Total shares granted

   3,071,668       37.03    $114 million  

Vested(2)

   (3,675,455     39.95    $147 million  

Forfeited(2)

   (297,220     35.41    
  

 

 

       

Balance at March 31, 2016

   8,517,209       25.84    
  

 

 

       

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

Share Repurchase Program:

During 2013, our Board of Directors authorized the repurchase of $7.7 billion of our Common Stock through December 31, 2016. On July 29, 2015, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in the share repurchase program, raising the authorization to $13.7 billion of Common Stock repurchases, and extended the program through December 31, 2018. Repurchases under the program are determined by management and are wholly discretionary. During the three months ended March 31, 2015,2016, we repurchased 41.728.9 million shares of Common Stock at an average cost of $35.98$41.04 per share, or an aggregate cost of $1.5$1.2 billion, all of which was paid during the quarter. All share repurchases were funded through available cash and commercial paper issuances. As of March 31, 2015,2016, we have $1.6$4.3 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. On February 11, 2016, we received a “Wells” notice from the SEC indicating that the staff has made a preliminary determination to recommend that the SEC file an enforcement action against us for violations of the books and records and internal controls provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the investigation. On March 18, 2016, we made a submission to the staff of the SEC in response to the notice.

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($56 million U.S. dollars as of March 31, 2015)2016) 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($88 million U.S. dollars as of March 31, 2015)2016). We plan to appealhave appealed this order. In addition, the Excise Authority issued anotheradditional show cause notice, datednotices on February 6, 2015 and December 8, 2015 on the same issue but covering the periodperiods January to October 2014 thereby adding 1.0and November 2014 to September 2015, respectively. These notices added a total of 2.4 billion Indian rupees (approximately $17($36 million U.S. dollars as of March 31, 2015)2016) of unpaid excise taxes as well as 1.0 billion Indian rupees (approximately $17 million U.S. dollars as of March 31, 2015) of penalties as well as interest, to thebe determined up to an amount equivalent to that claimed by the Excise Authority.Authority and interest. 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,December 2015, the court denied Mondelēz Global and Kraft Foods Group’s motion to dismiss the CFTC’s claims of market manipulation and attempted manipulation, and the parties are now in discovery. Additionally, several class action complaints were filed against Kraft Foods Group and 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. In June 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, 2015,2016, we had no material third-party guarantees recorded on our condensed consolidated balance sheet.

Note 12.   Reclassifications from Accumulated Other Comprehensive Income

The componentsfollowing table summarizes the changes in the accumulated balances of each component of accumulated other comprehensive earnings / (losses) attributable to Mondelēz International were:

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

Balances at January 1, 2014

  $(1,414 $(1,592 $117   $(2,889
  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive earnings / (losses),
before reclassifications:

Currency translation adjustment (1)

 (225 8      (217

Pension and other benefits

    6      6  

Derivatives accounted for as hedges

 (15    (56 (71

Losses / (gains) reclassified into
net earnings

    41   (2 39  

Tax (expense) / benefit

 6   (13 23   16  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total other comprehensive
earnings / (losses)

 (227
     

 

 

 

Balances at March 31, 2014

$(1,648$(1,550$82  $(3,116
  

 

 

  

 

 

  

 

 

  

 

 

 

Balances at January 1, 2015

$(5,042$(2,274$(2$(7,318
  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive earnings / (losses),
before reclassifications:

Currency translation adjustment(1)

 (2,352 131      (2,221

Pension and other benefits

            

Derivatives accounted for as hedges

 525      (56 469  

Losses / (gains) reclassified into
net earnings

    55   (4 51  

Tax (expense) / benefit

 (192 (13 16   (189
  

 

 

  

 

 

  

 

 

  

 

 

 

Total other comprehensive
earnings / (losses)

 (1,890
     

 

 

 

Balances at March 31, 2015

$(7,061$(2,101$(46$(9,208
  

 

 

  

 

 

  

 

 

  

 

 

 

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

International. Amounts reclassified from accumulated other comprehensive earnings / (losses) and their locationsto net earnings (net of tax) were net losses of $140 million in the condensed consolidated financial statements were as follows:three months ended March 31, 2016 and $24 million in the three months ended March 31, 2015.

 

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

Pension and other benefits:

      

Reclassification of losses / (gains) into
net earnings:

      

Amortization of experience losses and
prior service costs (1)

  $52    $34    

Settlement losses (1)

   3     7    

Tax impact

   (13   (13   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  

Commodity contracts

   5     (7   Cost of sales  

Interest rate contracts

   41     3     

 

Interest and other

expense, net

  

  

Tax impact

   (14        Provision for income taxes  
  

 

 

   

 

 

   

Total reclassifications into net earnings, net of tax

 24   26  
  

 

 

   

 

 

   
                                    
   For the Three Months Ended 
   March 31, 
   2016   2015 
   (in millions) 

Currency Translation Adjustments:

    

Balances at January 1,

  $(8,006  $(5,042

Currency translation adjustments attributable to:

    

Translation of international operations(1)

   792     (2,352

Pension and other benefits

   (30   131  

Derivatives accounted for as net investment hedges

   (274   525  

Noncontrolling interests

   13     (25

Tax (expense) / benefit

   100     (192
  

 

 

   

 

 

 

Other comprehensive earnings / (losses)

   601     (1,913

Less: portion attributable to noncontrolling interests

   13     (25
  

 

 

   

 

 

 

Balances at March 31,

   (7,418   (6,930
  

 

 

   

 

 

 

Pension and Other Benefits:

    

Balances at January 1,

  $(1,934  $(2,274

Losses / (gains) reclassified into net earnings:

    

Amortization of experience losses and prior service costs(2)

   29     52  

Settlement losses(2)

   4     3  

Tax (expense) / benefit on reclassifications (3)

   (9   (13
  

 

 

   

 

 

 

Other comprehensive earnings / (losses)

   24     42  
  

 

 

   

 

 

 

Balances at March 31,

   (1,910   (2,232
  

 

 

   

 

 

 

Derivatives Accounted for as Hedges:

    

Balances at January 1,

  $(46  $(2

Net derivative gains / (losses)

   (90   (56

Tax (expense) / benefit on net derivative gain / (loss)

   24     30  

Losses / (gains) reclassified into net earnings:

    

Currency exchange contracts - forecasted transactions(4)

   (6   (50

Commodity contracts(4)

   5     5  

Interest rate contracts(5)

   96     41  

Tax (expense) / benefit on reclassifications (3)

   (36   (14
  

 

 

   

 

 

 

Other comprehensive earnings / (losses)

   (7   (44
  

 

 

   

 

 

 

Balances at March 31,

   (53   (46
  

 

 

   

 

 

 

Accumulated other comprehensive income attributable to Mondelēz International:

    

Balance at January 1,

  $(9,986  $(7,318

Total other comprehensive earnings / (losses)

   618     (1,915

Less: portion attributable to noncontrolling interests

   13     (25
  

 

 

   

 

 

 

Other comprehensive earnings / (losses) attributable to Mondelez International

   605     (1,890
  

 

 

   

 

 

 

Balance at March 31,

  $(9,381  $(9,208
  

 

 

   

 

 

 

 

 (1)Includes $57 million of historical cumulative transaction adjustments reclassified to net earnings within the gain on equity method investment exchange.
(2)These itemsreclassified gains or losses are included in the components of net periodic benefit costs disclosed in Note 9,Benefit Plans., and equity method investment net earnings.
(3)Taxes related to reclassified gains or losses are recorded within the provision for income taxes.
(4)These reclassified gains or losses are recorded within cost of sales.
(5)These reclassified gains or losses are recorded within interest and other expense, net.

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 out-of-period adjustments that had an immaterial impact on the provision for income taxes of $7 million for the three months ended March 31, 2015. The out-of-period adjustments were not material to the consolidated financial statements for any prior period.

Based on current tax laws, our estimated annual effective tax rate for 2016 is 22.0%, reflecting favorable impacts from the mix of pre-tax income in various non-U.S. tax jurisdictions. Our 2016 first quarter effective tax rate of 10.3% was favorably impacted by net tax benefit from $56 million of discrete one-time events. The discrete net tax benefit primarily consisted of a $39 million benefit from release of uncertain tax positions due to expirations of statutes of limitations in several jurisdictions.

As of the first quarter of 2015, isour estimated annual effective tax rate for 2015 was 20.5%, reflecting favorable impacts from the mix of pre-tax income in various non-U.S. tax jurisdictions. Our 2015 first quarter effective tax rate of 26.6% was unfavorably impacted by net tax expense from $25 million of discrete one-time events. The discrete net tax expense primarily consisted of a $32 million tax charge related to the sale of our interest in a Japanese coffee joint venture that subsequently closed on April 23, 2015. The investment’s change to held-for-sale status in the first quarter of 2015 resulted in the recognition of the tax charge since we arewere no longer indefinitely reinvested in this joint venture.

As of the first quarter of 2014, our estimated annual effective tax rate for 2014 was 20.1%, 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 first quarter effective tax rate of (22.0)% was due to net tax benefits from 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 the discrete net tax benefits of $52 million in the quarter, $51 million 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”) from continuing and discontinued operations were calculated using the following:

 

                                                                        
  For the Three Months Ended   For the Three Months Ended 
  March 31,   March 31, 
  2015   2014   2016   2015 
  (in millions, except per share data)   (in millions, except per share data) 

Net earnings

  $312    $150    $557    $312  

Noncontrolling interest

   (12   (13

Noncontrolling interest (earnings) / losses

   (3   12  
  

 

   

 

   

 

   

 

 

Net earnings attributable to Mondelēz International

$324  $163    $554    $324  
  

 

   

 

   

 

   

 

 

Weighted-average shares for basic EPS

 1,648   1,704     1,569     1,648  

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

 17   18     18     17  
  

 

   

 

   

 

   

 

 

Weighted-average shares for diluted EPS

 1,665   1,722     1,587     1,665  
  

 

   

 

   

 

   

 

 

Basic earnings per share attributable to Mondelēz International

$0.20  $0.10    $0.35    $0.20  

Diluted earnings per share attributable to Mondelēz International

$0.19  $0.09    $0.35    $0.19  

We exclude antidilutive Mondelēz International stock options from our calculation of weighted-average shares for diluted EPS. We excluded 8.6 million antidilutive stock options for the three months ended March 31, 2016 and 10.9 million antidilutive stock options for the three months ended March 31, 2015 and 4.7 million antidilutive stock options for the three months ended March 31, 2014.2015.

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. Our regional management teams have responsibility for the business, product categories and financial results in the regions.

Historically, we have recorded income from equity method investments within our operating income as these investments were part of our base business. Beginning in the third quarter of 2015, within each region, we also manage by product category. The change did not affectto align with the accounting for our operating or reportable segments. In 2014, we managed our operations within Latin America, Asia Pacific and EEMEA by location and within Europe and North America by product category. Also,new coffee equity method investment in 2015,JDE, we began to report stock-based compensationrecord the earnings from our equity method investments in equity method investment earnings outside of segment operating income. For the three months ended March 31, 2016, equity method investment net earnings were $85 million. Earnings from equity method investments for our corporate employees, which was previously reportedthe three months ended March 31, 2015 recorded within oursegment operating income were $22 million in Asia Pacific, $3 million in North America region, within general corporate expenses. During the first quarterand $1 million in EEMEA. See Note 1,Basis of 2015, we reclassified $11 millionPresentation – Principles of corporate stock-based compensation expense out of the North America segment.Consolidation,for additional information.

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 JDE coffee business transactions, gain on equity method investment exchange, loss on deconsolidation of Venezuela and acquisition-related costs (which are a component of selling, general and administrative expenses) in all periods presented. We exclude these items from segment operating income in order to provide better transparency of our segment operating results. Furthermore, we centrally manage interest and other expense, net. Accordingly, we do not present these items by segment because they are excluded from the segment profitability measure that management reviews.

Our segment net revenues and earnings were:

 

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

Net revenues:

    

Latin America

  $1,257    $1,356  

Asia Pacific

   1,153     1,223  

EEMEA

   695     838  

Europe

   2,975     3,557  

North America

   1,682     1,667  
  

 

 

   

 

 

 

Net revenues

$7,762  $8,641  
  

 

 

   

 

 

 
                                    
   For the Three Months Ended 
  March 31, 
   2016   2015 
   (in millions) 

Net revenues:

    

Latin America(1)

  $817    $1,257  

Asia Pacific(2)

   1,127     1,153  

EEMEA(2)

   547     695  

Europe(2)

   2,289     2,975  

North America

   1,675     1,682  
  

 

 

   

 

 

 

Net revenues

  $6,455    $7,762  
  

 

 

   

 

 

 

 

                                    
   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)For the three months ended March 31, 2015, net revenues of $218 million from our Venezuelan subsidiaries are included in our condensed consolidated financial statements. Beginning in 2016, we account for our Venezuelan subsidiaries using the cost method of accounting and no longer include net revenues of our Venezuelan subsidiaries within our condensed consolidated financial statements. Refer to Note 1,Basis of Presentation – Currency Translation and Highly Inflationary Accounting: Venezuela,for more information.
(2)On July 2, 2015, we contributed our global coffee businesses primarily from our Europe, EEMEA and Asia Pacific segments. The net revenues of our global coffee business for the three months ended March 31, 2015 were $618 million in Europe, $116 million in EEMEA and $18 million in Asia Pacific. Refer to Note 2,Divestitures and Acquisitions – JDE Coffee Business Transactions, for more information.

                                    
   For the Three Months Ended 
   March 31, 
   2016   2015 
   (in millions) 

Earnings from continuing operations before income taxes:

    

Operating income:

    

Latin America

  $67    $154  

Asia Pacific

   148     146  

EEMEA

   51     32  

Europe

   343     326  

North America

   271     281  

Unrealized gains / (losses) on hedging activities

   (54   (7

General corporate expenses

   (60   (74

Amortization of intangibles

   (44   (46

Acquisition-related costs

        (1
  

 

 

   

 

 

 

Operating income

   722     811  

Interest and other expense, net

   (244   (386
  

 

 

   

 

 

 

Earnings from continuing operations before income taxes

  $478    $425  
  

 

 

   

 

 

 

Items impacting our segment operating results are discussed in Note 1,Basis of Presentation, including the VenezuelanVenezuela deconsolidation and currency devaluation, Note 2,Divestitures and Acquisitions, Note 5,Goodwill and Intangible Assets,and Note 6,2014-2018 Restructuring ProgramsProgram. Also see Note 7,Debt and Borrowing Arrangements, and Note 8,Financial Instruments, for more information on our interest and other expense, net for each period.

Net revenues by product category were:

 

                                                                                                                                                                                                                        
  For the Three Months Ended March 31, 2015   For the Three Months Ended March 31, 2016 
  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    $164    $336    $125    $589    $1,361    $2,575  

Chocolate

   294     402     199     1,228     56     2,179     198     393     160     1,203     45     1,999  

Gum & Candy

   295     191     118     183     268     1,055     216     186     114     172     269     957  

Beverages(1)

   214     115     185     674          1,188     164     96     82     47          389  

Cheese & Grocery

   145     129     69     296          639     75     116     66     278          535  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total net revenues

$1,257  $1,153  $695  $2,975  $1,682  $7,762    $817    $1,127    $547    $2,289    $1,675    $6,455  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

                                                                                                                                                                                                                        
  For the Three Months Ended March 31, 2014 (1)   For the Three Months Ended March 31, 2015 
  Latin   Asia           North       Latin   Asia           North     
America   Pacific   EEMEA   Europe   America   Total  America (2)   Pacific   EEMEA   Europe (3)   America   Total 
  (in millions)   (in millions) 

Biscuits

  $327    $331    $147    $722    $1,341    $2,868    $309    $316    $124    $594    $1,358    $2,701  

Chocolate

   324     418     243     1,476     63     2,524     294     402     199     1,234     56     2,185  

Gum & Candy

   286     206     147     223     263     1,125     295     191     118     183     268     1,055  

Beverages(1)

   255     122     228     777          1,382     214     115     185     674          1,188  

Cheese & Grocery

   164     146     73     359          742     145     129     69     290          633  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total net revenues

$1,356  $1,223  $838  $3,557  $1,667  $8,641    $1,257    $1,153    $695    $2,975    $1,682    $7,762  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 (1)On July 2, 2015, we contributed our global coffee businesses primarily from our Europe, EEMEA and Asia Pacific segment beverage categories. The net revenues of our global coffee business for the three months ended March 31, 2015 were $618 million in Europe, $116 million in EEMEA and $18 million in Asia Pacific. Refer to Note 2,Divestitures and Acquisitions – JDE Coffee Business Transactions, for more information.
(2)For the three months ended March 31, 2015, our Venezuelan subsidiaries net revenues of $104 million in biscuits, $63 million in cheese & grocery, $35 million in gum & candy and $16 million in beverages are included in our condensed consolidated financial statements. Beginning in 2016, we account for our Venezuelan subsidiaries using the cost method of accounting and no longer include net revenues of our Venezuelan subsidiaries within our condensed consolidated financial statements. Refer to Note 1,Basis of Presentation – Currency Translation and Highly Inflationary Accounting: Venezuela,for more information.
(3)During 2014,2016, we realigned some of our products across product categories within our Europe segment and as such, we reclassified the product category net revenues on a basis consistent with the 20152016 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 ourbuilt a presence in the snacking category. At the same time, we continuedWe have expanded geographically and continue to invest in product quality, marketing and innovation behind our iconic brands while also 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.

PlannedJDE 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”) to create a new company, Jacobs Douwe Egberts (“JDE”). In conjunction with this transaction,Following the exchange of a portion of our investment in JDE for an interest in Keurig Green Mountain Inc. (“Keurig”) in March 2016, we now hold a 26.5% equity interest in JDE. The remaining 73.5% equity interest in JDE is held by a subsidiary of Acorn Holdings B.V. (“AHBV”),AHBV,” owner of DEMB prior to July 2, 2015). Please see discussion of the acquisition of an interest in Keurig below underKeurig Transaction.

In connection with the contribution of our global coffee businesses to JDE, we recorded a pre-tax gain of $6.8 billion (or $6.6 billion after taxes) in 2015. We also maderecorded approximately $1.0 billion of pre-tax net gains related to hedging the expected cash proceeds from the transactions as described further below.

The consideration we received consisted of3.8 billion of cash ($4.2 billion as of July 2, 2015), a binding offer43.5% equity interest in JDE (prior to receive our coffee businessthe decrease in France. The parties also invited our partnersownership due to the Keurig transaction discussed below)and $794 million in certain joint venturesreceivables (related to join the new company.

sales price adjustments and tax formation cost payments). During the firstthird quarter of 2015, we entered into an agreementalso recorded $283 million of cash and receivables from JDE related to sellreimbursement of costs that we incurred in separating our coffee businesses. The cash and equity consideration we received at closing reflects that we retained our interest in a Korea-based joint venture, Dongsuh Foods Corporation (“DSF”). During the second quarter of 2015, we also completed the sale of our interest in a Japanese coffee joint venture, to our joint venture partner so they may operate the business independently.Ajinomoto General Foods, Inc. (“AGF”). 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 in Note 2,Divestitures and Acquisitions – Other Divestitures and Acquisitions., for discussion of the divestiture of AGF.

Upon completionDuring the fourth quarter of all proposed transactions,2015, we expectand JDE concluded negotiations of a sales price adjustment and completed the valuation of our investment in JDE. Primarily due to receive cashthe negotiated resolution of approximately4 billion and an equity interest of approximately 49 percentthe sales price adjustment in the new company, to be called Jacobs Douwe Egberts (“JDE”). AHBV will holdfourth quarter, we recorded a majority share$313 million reduction in the proposed combined company and will have a majority of the seatspre-tax gain 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 andcoffee transaction, reducing the completion of employee information and consultation requirements. We continue to expect the transactions to be completed$7.1 billion estimated gain in the third quarter to the $6.8 billion final gain for 2015. As part of our sales price negotiations, we retained the right to collect future cash payments if certain estimated pension liabilities come in over an agreed amount in the future. As such, we may recognize additional income related to this negotiated term in the future.

The final value of our investment in JDE on July 2, 2015 subjectwas4.1 billion ($4.5 billion as of July 2, 2015). The fair value of the JDE investment was determined using both income-based and market-based valuation techniques. The discounted cash flow analysis reflected growth, discount and tax rates and other assumptions reflecting the underlying combined businesses and countries in which the combined coffee businesses operate. The fair value of the JDE investment also included the fair values of theCarte Noire andMerrild businesses, which JDE planned to closing conditions, including regulatory approvals. In December 2014,divest to comply with the conditioned approval by the European Commission announced its intentionrelated to further evaluate the proposed transaction against EU antitrust regulations in order to make a final determination on merger clearance, which we currently expect inJDE coffee business transactions. As of the secondend of the first quarter of 2015. We and DEMB also continue to undertake consultations with Works Councils and employee representatives as required2016, these businesses have been sold by JDE. As the July 2, 2015 fair values for these businesses were recorded by JDE at their pending sales values, we did not record any gain or loss on the sales of these businesses in connection with the transactions.our share of JDE’s earnings.

In connection with the expected receipt of approximately4 billion uponcash in euros at the time of closing, we entered into a number of consecutive currency exchange forward contracts in the second quarter of 2014 and 2015 to lock in an equivalent expected value in 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 lock in an expected euro/U.S. dollar exchange rate on the expected4 billion cash receipt that generated a $240 million unrealized gain in the first quarter of 2015. The unrealized gain was 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 receiptdollars as of the4 billion at closing. Based on changes in date the euro/U.S. dollar exchange rate, the actual closing date of the plannedJDE coffee business transactions were first announced in May 2014. Cumulatively, we realized aggregate net gains and received cash of approximately $1.0 billion on these hedging contracts that increased the settlement datescash we received in connection with the JDE coffee business transactions from $4.2 billion in cash consideration received to $5.2 billion. In connection with these currency contracts, we recognized net gains 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$551 million in the three months ended March 31, 2015 within interest and were recorded within selling, general and administrative expenses of primarily our Europe and EEMEA segments and within our general corporate expenses.other expense, net. For additional information on the JDE coffee business transactions, see Note 2,Divestitures and Acquisitions – Planned Coffee Business Transactions.

Debt Issuances and Tender OfferKeurig Transaction

On March 30, 2015, we issued $694 million3, 2016, a subsidiary of Swiss franc-denominated notes that generated approximately $675 millionAHBV completed the $13.9 billion acquisition 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 lifeall of the notes.

outstanding common stock of Keurig through a merger transaction. On March 20, 2015,7, 2016, we completedexchanged with a cash tender offer and retired $2.5 billionsubsidiary of AHBV a portion of our outstanding higher coupon U.S. dollar debt. In the first three months of 2015, we recordedequity interest in JDE with 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 of1.7 billion (approximately $2.0 billion as of March 7, 2016) for an interest in Keurig with a fair value of $2.0 billion based on the merger consideration per share for Keurig. We recorded the difference between the fair value of Keurig and from recognizing unamortized discountsour basis in JDE shares as a $43 million gain on equity method investment exchange in March 2016. Following the exchange, our ownership interest in JDE is 26.5% and deferred financing costsour interest in earnings at the timeKeurig is 24.2%. Both AHBV and we hold our investments in Keurig through a combination of the debt extinguishment.

On March 6, 2015, we issued $2.8equity and interests in a shareholder loan, with pro-rata ownership of each. Our initial $2.0 billion aggregate amount of euroinvestment in Keurig includes a $1.6 billion Keurig equity interest and British pound sterling-denominated notes that generated approximately $2.9a $0.4 billion of net cash proceeds,shareholder loan receivable, 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 rateare reported on a combined basis within equity method investments on our total debt was 3.1%condensed consolidated balance sheet as of March 31, 2015, following2016. The shareholder loan has a 5.5% interest rate and is payable at the completionend of a seven-year term on February 27, 2023. For the month ended March 31, 2016, we recorded $8 million of equity earnings and $2 million of interest income from the shareholder loan within equity method earnings. We continue to account for our investments in JDE and Keurig under the equity method and recognize our share of their earnings within equity method investment earnings and our share of their dividends within our cash flows.

We have reflected the results of our tender offerhistorical coffee businesses and debt issuancesequity earnings from JDE, Keurig and DSF in our results from continuing operations as the coffee category continues to be a significant part of our net earnings and business strategy going forward. For the three months ended March 31, 2016, the equity method investment earnings contributed by our coffee investments included $47 million from JDE and $24 million from DSF, as well as $10 million from Keurig for the month of March. For the three months ended March 31, 2015, after-tax earnings were $113 million for the coffee businesses we contributed to JDE on July 2, 2015 and $20 million for DSF.

Venezuela Deconsolidation

Effective as of the close of the 2015 fiscal year, we concluded that we no longer met the accounting criteria for consolidation of our Venezuelan subsidiaries due to a loss of control over our Venezuelan operations and an other-than-temporary lack of currency exchangeability. As of the close of the 2015 fiscal year, we deconsolidated and changed to the cost method of accounting for our Venezuelan operations. We recorded a $778 million pre-tax loss on December 31, 2015 as we reduced the value of our cost method investment in Venezuela and all Venezuelan receivables held by our other subsidiaries to realizable fair value, resulting in full impairment. The recorded loss also included historical cumulative translation adjustments related to our Venezuelan operations that had previously been recorded in accumulated other comprehensive losses within equity.

Beginning in 2016, we no longer include net revenues, earnings or net assets of our Venezuelan subsidiaries within our consolidated financial statements. Under the cost method of accounting, earnings are only recognized to the extent cash is received. Given the current and ongoing difficult economic, regulatory and business environment in Venezuela, there continues to be significant uncertainty related to our operations in Venezuela, and we expect these conditions will continue for the foreseeable future. We will monitor the extent of our ability to control our Venezuelan operations and the liquidity and availability of U.S. dollars at different rates as our current situation in Venezuela may change over time and lead to consolidation at a future date. See belowDiscussion and Analysis of Historical Results – Items Affecting Comparability of Financial Results, and Note 1,Basis of PresentationCurrency Translation and Highly Inflationary Accounting: Venezuela, for more information on our historical Venezuelan operating results, including the remeasurement loss recorded in the first quarter. Our weighted-average interest ratequarter of 2015.

Financial Outlook

We seek to achieve top-tier financial performance. We manage our business to achieve this goal using three key operating metrics: Organic Net Revenue, Adjusted Operating Income and Adjusted EPS. (Refer toNon-GAAP Financial Measures appearing later in this section for more information on these measures.) Additional metrics that we use or monitor include product quality measures, category growth, market share performance, margins, pricing net of commodity costs, net commodity inflation, volume growth, Power Brand Organic Net Revenue growth, gross and net productivity savings, brand support and related investments, capital spending, cash conversion cycle, free cash flow, return on invested capital and shareholder returns.

We also monitor a number of factors and trends that we expect may impact our total debt asrevenues and profitability objectives. During the first quarter of 2016, we began the national re-negotiation of the collective bargaining agreements for eight U.S. facilities, and these negotiations continued into the second quarter of 2016. We also continued to note trends similar to those we highlighted in our most recently filed Annual Report on Form 10-K for the year ended December 31, 2014 was 4.3%, down from 4.8% as of December 31, 2013. See2015. In particular, volatility in the global commodity and currency markets continued. Refer to Note 7,6,Debt2014-2018 Restructuring Program, for additional information on these transactions.the North America region collective bargaining agreement re-negotiations, and 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.

Summary of Results

 

Net revenues of $7.8decreased 16.8% to $6.5 billion decreased 10.2% in the first quarter of 20152016 as compared to the first quarter of 2014.2015. Net revenues in 20152016 were significantly affected by the July 2, 2015 contribution of our global coffee business to JDE, 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 deconsolidation of our Venezuelan subsidiaries.

 

  Organic Net Revenue of $9.0increased 2.1% to $6.9 billion increased 3.8% in the first quarter of 20152016 as compared to the first quarter of 2014.2015. 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 of $0.19 increased 111.1%84.2% to $0.35 in the first quarter of 20152016 as compared to the first quarter of 2014.2015. 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 of $0.41 increased 5.1%23.1% to $0.48 in the first quarter of 20152016 as compared to the first quarter of 2014.2015. On a constant currency basis, Adjusted EPS of $0.49 increased 25.6%30.8% to $0.51 in the first quarter of 2015.2016. 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 quarter of 2015, we continued to note similar trends as 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 March 31, 
  See Note 2016  2015 
    (in millions of U.S. dollars) 

Coffee business transactions:

 Note 2  

Historical operating income

       130  

Incremental costs for readying the businesses

       (28

Currency-related hedging net gains(1)

       551  

Gain on Keurig equity method investment exchange(2)

   43      

Venezuela:

 Note 1  

Historical operating income

       53  

Remeasurement of net monetary assets

       (11

2014-2018 Restructuring Program:

 Note 6  

Restructuring charges

   (139  (163

Implementation charges

   (98  (61

Loss on debt extinguishment and related expenses

 Note 7      (713

Loss related to interest rate swaps

 Note 7  (97  (34

Intangible asset impairment charge

 Note 5  (14    

Effective tax rate

 Note 13  10.3  26.6

 

 (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, and we realized total pre-taxtransaction was announced. We recognized net gains of $939$551 million of which $311 million was recognized inon these contracts during the first quarter of 2015. Refer
(2)Note the gain on equity method investment exchange is recorded outside of pre-tax operating results on the condensed consolidated statement of earnings as it relates to Note 2,Divestitures and Acquisitions–Planned Coffee Business Transactions, for more information.our after-tax equity method investments.

Consolidated Results of Operations

The following discussion compares our consolidated results of operations for the three months ended March 31, 20152016 and 2014.2015.

Three Months Ended March 31:

 

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

Net revenues

  $7,762    $8,641    $(879   (10.2)%  

Operating income

   811     843     (32   (3.8)%  

Net earnings attributable to
Mondelēz International

   324     163     161     98.8%�� 

Diluted earnings per share attributable to Mondelēz International

   0.19     0.09     0.10     111.1%  

Net Revenues – Net revenues decreased $879 million (10.2%) to $7,762 million in the first quarter of 2015, and Organic Net Revenue (1) increased $328 million (3.8%) to $8,969 million. Organic Net Revenue growth was driven primarily by our Power Brands, which grew 5.9%. In addition, emerging markets grew 10.8% 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

6.5pp 

Unfavorable volume/mix

(2.7)pp 

Total change in Organic Net Revenue(1)

3.8

Unfavorable currency

(14.5)pp 

Impact of accounting calendar change

0.4pp 

Impact of acquisition

0.1pp 

Total change in net revenues

(10.2)% 

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

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 as the effects of input cost-driven pricing actions taken during the quarter. Higher net pricing was reflected across all segments, primarily Latin America, Europe and EEMEA. 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. Unfavorable volume/mix was reflected primarily in Europe, Latin America and Asia Pacific. Unfavorable currency impacts decreased net revenues by $1,251 million, due primarily to the strength of the U.S. dollar relative to several currencies, including the euro, Venezuelan bolivar, Russian ruble, Brazilian real, British pound sterling and Ukrainian hryvnya. 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 million in incremental net revenues for the quarter.

Operating Income – Operating income decreased $32 million (3.8%) to $811 million in the first quarter of 2015, Adjusted Operating Income (1) increased $19 million (1.8%) to $1,072 million and Adjusted Operating Income on a constant currency basis (1) increased $201 million (19.1%) to $1,254 million due to the following:

                                    
   Operating     
   Income   Change 
   (in millions)   (percentage point) 

Operating Income for the Three Months Ended March 31, 2014

  $843    

Spin-Off Costs(2)

   3     0.3pp  

2012-2014 Restructuring Program costs(3)

   66     6.8pp  

Integration Program and other acquisition integration costs(4)

   (1   (0.1)pp  

Remeasurement of net monetary assets in Venezuela(5)

   142     18.2pp  

Operating income from divestitures(6)(7)

          
  

 

 

   

Adjusted Operating Income(1) for the

Three Months Ended March 31, 2014

$1,053  

Higher net pricing

 558   53.0pp  

Higher input costs

 (312 (29.7)pp  

Unfavorable volume/mix

 (74 (7.0)pp  

Lower selling, general and administrative expenses

 28   2.6pp  

Change in unrealized gains/losses on hedging activities

 (14 (1.3)pp  

Gain on sale of property in 2014

 (7 (0.6)pp  

Impact of accounting calendar change(5)

 19   1.8pp  

Other, net

 3   0.3pp  
  

 

 

   

 

 

 

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

 201   19.1%  

Unfavorable currency—translation

 (182 (17.3)pp  
  

 

 

   

 

 

 

Total change in Adjusted Operating Income(1)

 19   1.8%  
  

 

 

   

 

 

 

Adjusted Operating Income(1) for the

Three Months Ended March 31, 2015

$1,072  

2012-2014 Restructuring Program costs(3)

 2   0.2pp  

2014-2018 Restructuring Program costs(3)

 (224 (26.6)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  
  

 

 

   

 

 

 

Operating Income for the Three Months Ended March 31, 2015

$811   (3.8)%  
  

 

 

   

 

 

 
                                                                        
   For the Three Months Ended        
   March 31,        
   2016   2015  $ change   % change 
   (in millions, except per share data)     

Net revenues

  $6,455    $7,762   $(1,307   (16.8)%  

Operating income

   722     811    (89   (11.0)%  

Net earnings attributable to Mondelēz International

   554     324    230     71.0%  

Diluted earnings per share attributable to Mondelēz International

   0.35     0.19    0.16     84.2%  

 

Net Revenues – Net revenues decreased $1,307 million (16.8%) to $6,455 million in the first quarter of 2016, and Organic Net Revenue(1) increased $145 million (2.1%) to $6,899 million. Organic Net Revenue growth from Power Brands was 3.8% and from emerging markets was 3.6%. The underlying changes in net revenues and Organic Net Revenue are detailed below:

 

     

       2016    

Change in net revenues (by percentage point)

     

Higher net pricing

     2.8pp  

Unfavorable volume/mix

     (0.7)pp  
    

 

 

  

Total change in Organic Net Revenue(1)

     2.1%   

Historical coffee business(2)

     (9.4)pp  

Unfavorable currency

     (7.2)pp  

Historical Venezuelan operations(3)

     (2.4)pp  

Impact of accounting calendar change

     (0.5)pp  

Impact of acquisitions

     0.6pp  
    

 

 

  

Total change in net revenues

     (16.8)%  
    

 

 

  

 

 (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 JDE coffee business transactions. Refer to Note 2,Divestitures and Acquisitions,andNon-GAAP Financial Measuresappearing later in this section for more information.
(3)Includes the historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 1,Basis of Presentation – Currency Translation and Highly Inflationary Accounting: Venezuela,for more information.

Organic Net Revenue was driven by higher net pricing, partially offset by unfavorable volume/mix. Net pricing was up, which includes the benefit of carryover pricing from 2015 as well as the effects of input cost-driven pricing actions taken during the quarter. Higher net pricing was reflected across all segments except Europe. Unfavorable volume/mix was reflected in Latin America and EEMEA, partially offset by favorable volume/mix in all other segments. Unfavorable volume/mix in Latin America and EEMEA was largely due to price elasticity as well as strategic decisions to exit certain low-margin product lines. The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenues of $752 million for the quarter. Unfavorable currency impacts decreased net revenues by $487 million, due primarily to the strength of the U.S. dollar relative to several currencies, including the Brazilian real, Argentinean peso, British pound sterling, Mexican peso, Australian dollar and euro. The deconsolidation of our historical Venezuelan operations resulted in a year-over-year decrease in net revenues of $218 million for the quarter. The North America segment accounting calendar change made in 2015 resulted in a year-over-year decrease in net revenues of $38 million for the quarter. The impact of acquisitions primarily includes the July 15, 2015 acquisition of a biscuit operation in Vietnam, which added $38 million in incremental net revenues (constant currency basis) for the quarter.

Operating Income – Operating income decreased $89 million (11.0%) to $722 million in the first quarter of 2016, Adjusted Operating Income(1) increased $110 million (12.7%) to $974 million and Adjusted Operating Income on a constant currency basis(1) increased $173 million (20.0%) to $1,037 million due to the following:

                                    
  Operating
Income
  Change 
  (in millions)  (percentage point) 

Operating Income for the Three Months Ended March 31, 2015

 $811   

2012-2014 Restructuring Program costs(2)

  (2  (0.3)pp  

2014-2018 Restructuring Program costs(2)

  224    31.2pp  

Operating income from Venezuelan subsidiaries(3)

  (53  (6.3)pp  

Remeasurement of net monetary assets in Venezuela(3)

  11    1.4pp  

Operating income from historical coffee business(4)

  (130  (19.7)pp  

Costs associated with the JDE coffee business transactions(5)

  28    5.3pp  

Reclassification of equity method investment earnings(6)

  (25  (4.7)pp  

Operating income from divestiture(7)

      –        

Acquisition-related costs(8)

  1    0.1pp  

Other / rounding

  (1)   

 

 

 

(0.1)pp

 

  

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

 $864   

Higher net pricing

  191    22.6pp  

Lower input costs

  14    1.7pp  

Unfavorable volume/mix

  (19  (2.2)pp  

Lower selling, general and administrative expenses

  40    4.7pp  

Change in unrealized gains/losses on hedging activities

  (37  (4.4)pp  

Impact of accounting calendar change(9)

  (19  (2.7)pp  

Impact from acquisitions(8)

  3    0.3pp  
 

 

 

  

 

 

 

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

  173    20.0%  

Unfavorable currency—translation

  (63  (7.3)pp  
 

 

 

  

 

 

 

Total change in Adjusted Operating Income(1)

  110    12.7%  
 

 

 

  

Adjusted Operating Income(1) for the
Three Months Ended March 31, 2016

 $974   

2014-2018 Restructuring Program costs(2)

  (237  (28.9)pp  

Acquisition integration costs(8)

  (3  (0.3)pp  

Intangible asset impairment charge(10)

  (14  (1.6)pp  

Other / rounding

  2    0.2pp  
 

 

 

  

 

 

 

Operating Income for the Three Months Ended March 31, 2016

 $722    (11.0)%  
 

 

 

  

 

 

 

(1)Refer to theNon-GAAP Financial Measures section at the end of this item.
(2)Refer to Note 6,2014-2018 Restructuring Program, for more information on our 2014-2018 Restructuring Program and Note 6 to the consolidated financial statementsstatement in our Form 10-K for the year ended December 31, 20142015 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)(3)Includes the historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 7 to the consolidated financial statements in our Form 10-K for the year ended December 31, 2014 1,Basis of Presentation – Currency Translation and Highly Inflationary Accounting: Venezuela,for more information on the deconsolidation and remeasurement loss in 2015.
(4)Includes our Cadbury Integration Programhistorical global coffee business prior to the July 2, 2015 divestiture. Refer to Note 2,Divestitures and other acquisition integration costs.Acquisitions,andNon-GAAP Financial Measuresappearing later in this section for more information.
 (5)Refer to Note 2,Divestitures and Acquisitions, for more information on the JDE coffee business transactions.
(6)Historically, we have recorded income from equity method investments within our operating income as these investments operated as extensions of our base business. Beginning in the third quarter of 2015, to align with the accounting for JDE earnings, we began to record the earnings from our equity method investments in equity method investment earnings outside of operating income. In periods prior to July 2, 2015, we have reclassified the equity method earnings from Adjusted Operating Income to evaluate our operating results on a consistent basis.
(7)Includes the April 23, 2015 divestiture of AGF which contributed less than $1 million of operating income in the first quarter of 2015. Refer to Note 2,Divestitures and Acquisitions, for more information.
(8)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 acquisition of an interest in Keurig and the 2015 acquisitions of a biscuit operation in Vietnam and Enjoy Life Foods.

(9)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.2015.
 (6)(10)Refer to Note 2,Divestitures and Acquisitions – Other Divestitures and Acquisitions, and Note 5,Goodwill and Intangible Assets, for more information on the planned coffee business transactions, the Enjoy Life Foods acquisitionimpairment charge recorded in our North America segmentMarch 2016 on a trademark arising from a binding offer to sell and a pending divestiturelicense certain local confectionery brands in our Asia Pacific segment.France.
(7)Includes divestitures and businesses 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.

During the quarter, we realized higher net pricing outpaced increasedwhile input costs.costs declined slightly. Higher net pricing, includingwhich included the carryover impact of pricing actions taken in 2014,2015, was reflected across all segments.segments except Europe. The increasedecrease in input costs was driven by lower manufacturing costs due to productivity, which were mostly offset by higher raw material costs, in part due to higher currency exchange transaction costs on imported materials, partially offset by lower manufacturing costs.materials. Unfavorable volume/mix was driven by Europe, Latin America, North America and Asia Pacific, partiallywhich was mostly offset by a gainfavorable volume/mix in EEMEA.Europe and North America.

Total selling, general and administrative expenses decreased $341$309 million from the first quarter of 2014,2015, due to a number of factors noted in the table above, including in part, the adjustment for deconsolidating our historical coffee business, a favorable currency impact, lower costs associated with the JDE coffee business transactions, the deconsolidation of our Venezuelan operations and lower devaluation charges related to our net monetary assets in Venezuela andVenezuela. The decreases were partially offset by increases from the absencereclassification of 2012-2014 Restructuring Program costs. Items that increased selling, general and administrative expenses includedequity method investment earnings, higher costs incurred for the 2014-2018 Restructuring Program costs incurred related toand the planned coffee business transactions and a gain on a saleimpact of property in 2014.acquisitions.

Excluding the factors noted above, selling, general and administrative expenses decreased $28$40 million from the first quarter of 2014.2015. The decrease was driven primarily by lower overhead costs due to continued cost reduction efforts, while we maintainedpartially offset by higher advertising and consumer promotions support, particularly behind our Power Brands.

TheExcluding the portion related to deconsolidating our historical coffee business, the change in unrealized gains / (losses) decreased operating income by $14$37 million in the first quarter of 2015.2016. In the first quarter of 2015,2016, the net unrealized losses on primarilycurrency and commodity hedging activity were $7$54 million, as compared to net unrealized gainslosses of $7$17 million ($7 million including coffee related activity) in the first quarter of 20142015 related to currency and commodity hedging activity.

Unfavorable currency impacts decreased operating income by $182$63 million, due primarily to the strength of the U.S. dollar relative to severalmost currencies, including the euro, Venezuelan bolivar, Brazilian real, Argentinean peso, British pound sterling and Russian ruble.Australian dollar.

Operating income margin increased from 9.8% in the first quarter of 2014 to 10.4% in the first quarter of 2015.2015 to 11.2% in the first quarter of 2016. The increase in operating income margin was driven primarily by an increase in our Adjusted Operating Income margin lower devaluation charges related to our net monetary assets in Venezuela and the absence of 2012-2014 Restructuring Program costs. Itemscosts associated with the JDE coffee business transactions. The items that decreasedincreased operating income margin were partially offset by the deconsolidation of our Operating Income margin werehistorical coffee business, the deconsolidation of our Venezuelan operations, the reclassification of equity method earnings, higher costs incurred for the 2014-2018 Restructuring Program and costs incurred related to the planned coffee business transactions.an intangible asset impairment charge. Adjusted Operating Income margin increased from 12.2%12.7% in the first quarter of 20142015 to 13.8%15.1% in the first quarter of 2015.2016. 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 by the year-over-year unfavorable impact of unrealized gains / (losses) on currency and commodity hedging activities.activities, and improved overhead leverage from 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$554 million increased by $161$230 million (98.8%(71.0%) in the first quarter of 2015.2016. Diluted EPS attributable to Mondelēz International was $0.19$0.35 in the first quarter of 2015,2016, up $0.10 (111.1%$0.16 (84.2%) from the first quarter of 2014.2015. Adjusted EPS(1) was $0.41$0.48 in the first quarter of 2015,2016, up $0.02 (5.1%$0.9 (23.1%) from the first quarter of 2014.2016. Adjusted EPS on a constant currency basis(1) was $0.49$0.51 in the first quarter of 2015,2016, up $0.10 (25.6%$0.12 (30.8%) from the first quarter of 2014.2015.

 

                  
   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
Three Months Ended March 31, 2015

  $ 0.19  

2012-2014 Restructuring Program costs (2)

     

2014-2018 Restructuring Program costs (2)

   0.11  

Net earnings from Venezuelan subsidiaries(3)

   (0.02

Remeasurement of net monetary assets in Venezuela(3)

   0.01  

(Income) / costs associated with the JDE coffee business transactions (4)

   (0.20

Loss related to interest rate swaps (5)

   0.01  

Net earnings from divestiture (6)

   0.02  

Acquisition-related costs(7)

     

Loss on debt extinguishment and related expenses(8)

   0.27  
  

 

 

 

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

  $0.39  

Increase in operations

   0.10  

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 (10)

   (0.01

Impact of acquisitions (7)

     

Lower interest and other expense, net(11)

   0.02  

Changes in shares outstanding(12)

   0.02  

Changes in income taxes (13)

   0.04  
  

 

 

 

Adjusted EPS (constant currency)(1) for the Three Months Ended March 31, 2016

  $0.51  

Unfavorable currency—translation

   (0.03
  

 

 

 

Adjusted EPS(1) for the Three Months Ended March 31, 2016

  $0.48  

2014-2018 Restructuring Program costs (2)

   (0.11

Acquisition integration costs(7)

     

Intangible asset impairment charge(14)

   (0.01

Loss related to interest rate swaps(5)

   (0.04

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

     

Gain on equity method investment exchange (7)

   0.03  

Acquisition-related costs(7)

     
  

 

 

 

Diluted EPS Attributable to Mondelēz International for the

Three Months Ended March 31, 2016

  $0.35  
  

 

 

 

 

 (1)Please seeRefer to theNon-GAAP Financial Measures section at the end of this item.
 (2)Refer to Note 26,2014-2018 Restructuring Program, for more information on our 2014-2018 Restructuring Program and Note 6 to the consolidated financial statementsstatement in our Form 10-K for the year ended December 31, 20142015 for more information on Spin-Off Costs incurred following the Kraft Foods Group, Inc. divestiture.our 2012-2014 Restructuring Program.
 (3)Includes the historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 6,1,Restructuring ProgramsBasis of Presentation – Currency Translation and Highly Inflationary Accounting: Venezuela,, for more information on our 2014-2018 Restructuring Programthe deconsolidation and our 2012-2014 Restructuring Program.remeasurement loss in 2015.
 (4)Refer to Note 7 to the consolidated financial statements in our Form 10-K for the year ended December 31, 20142,Divestitures and Acquisitions, for more information on our Cadbury Integration Programthe JDE coffee business transactions. Net gains of $551 million in the first quarter of 2015 on the currency hedges related to the JDE coffee business transactions were recorded in interest and other acquisition integration costs.expense, net and are included in the (income) / costs associated with the JDE coffee business transactions of $(0.20) in the table above.
 (5)Refer to Note 1,8,Basis of PresentationFinancial Instruments, for more information on our interest rate swaps, which we no longer designate as cash flow hedges during the remeasurements of net monetary assetsthree months ended March 31, 2016 and 2015 due to changes in Venezuela in the currentfinancing and prior-year periods and the accounting calendar change in the current year.hedging plans.
 (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 pendingApril 23, 2015 divestiture in our Asia Pacific segment. Note the $311 million realized gain and $240 million unrealized gain on the currency hedges related to the planned coffee business transactions were recorded in interest and other expense, net and are included in the income / (costs) associated with the planned coffee business transactions of $0.20 above.AGF.

 (7)Includes divestituresRefer to Note 2,Divestitures and businessesAcquisitions, for which we have entered intomore information on the 2016 acquisition of an interest in Keurig and the 2015 acquisitions of a sales agreementbiscuit operation in Vietnam and cleared significant sale-related conditions such that the pending sale is probable as of the end of the reporting period.Enjoy Life Foods.
 (8)Refer to Note 7,Debt and Borrowing Arrangements, for more information on our loss on debt extinguishment and related expenses in connection with our debt tender offer in March 2015.
 (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 1,Basis of Presentation, for more information on the accounting calendar change in 2015.
(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 8,2, Financial InstrumentsDivestitures and Acquisitions – Other Divestitures and Acquisitions, and Note 5,Goodwill and Intangible Assets, for more information on our interest rate swaps which we no longer designate as cash flow hedges during the three months endedimpairment charge recorded in March 31, 2015 due2016 on a trademark arising from a binding offer to a changesell and license certain confectionery brands in financing and hedging plans.France.

(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 and Keurig equity method investees.

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. Our regional management teams have responsibility for the business, product categories and financial results in the regions.

Historically, we have recorded income from equity method investments within our operating income as these investments were part of our base business. Beginning in the third quarter of 2015, within each region, we also manage by product category. In 2014, we managedto align with the accounting for our operations within Latin America, Asia Pacific and EEMEA by location and within Europe and North America by product category. Also,new coffee equity method investment in 2015,JDE, we began to report stock-based compensationrecord the earnings from our equity method investments in equity method investment earnings outside of segment operating income. For the three months ended March 31, 2016, equity method investment net earnings were $85 million. Earnings from equity method investments for our corporate employees, which was previously reportedthe three months ended March 31, 2015 recorded within oursegment operating income were $22 million in Asia Pacific, $3 million in North America region, within general corporate expenses. During the first quarterand $1 million in EEMEA. See Note 1,Basis of 2015, we reclassified $11 millionPresentation – Principles of corporate stock-based compensation expense out of the North America segment.Consolidation,for additional information.

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 
  March 31,   March 31, 
  2015   2014   2016   2015 
  (in millions)   (in millions) 

Net revenues:

        

Latin America(1)

  $1,257    $1,356    $817    $1,257  

Asia Pacific(2)

   1,153     1,223     1,127     1,153  

EEMEA(2)

   695     838     547     695  

Europe(2)

   2,975     3,557     2,289     2,975  

North America

   1,682     1,667     1,675     1,682  
  

 

   

 

   

 

   

 

 

Net revenues

$7,762  $8,641    $6,455    $7,762  
  

 

   

 

   

 

   

 

 

 

                                    
   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)For the three months ended March 31, 2015, net revenues of $218 million from our Venezuelan subsidiaries are included in our condensed consolidated financial statements. Beginning in 2016, we account for our Venezuelan subsidiaries using the cost method of accounting and no longer include net revenues of our Venezuelan subsidiaries within our condensed consolidated financial statements. Refer to Note 1,Basis of Presentation – Currency Translation and Highly Inflationary Accounting: Venezuela,for more information.
(2)On July 2, 2015, we contributed our global coffee businesses primarily from our Europe, EEMEA and Asia Pacific segments. The net revenues of our global coffee business for the three months ended March 31, 2015 were $618 million in Europe, $116 million in EEMEA and $18 million in Asia Pacific. Refer to Note 2,Divestitures and Acquisitions – JDE Coffee Business Transactions, for more information.

                                    
   For the Three Months Ended 
   March 31, 
   2016   2015 
   (in millions) 

Earnings from continuing operations before income taxes:

    

Operating income:

    

Latin America

  $67    $154  

Asia Pacific

   148     146  

EEMEA

   51     32  

Europe

   343     326  

North America

   271     281  

Unrealized gains / (losses) on hedging activities

   (54   (7

General corporate expenses

   (60   (74

Amortization of intangibles

   (44   (46

Acquisition-related costs

        (1
  

 

 

   

 

 

 

Operating income

   722     811  

Interest and other expense, net

   (244   (386
  

 

 

   

 

 

 

Earnings from continuing operations before income taxes

  $478    $425  
  

 

 

   

 

 

 

Latin America

 

                                                                                                                                                
  For the Three Months Ended
March 31,
           For the Three Months Ended
March 31,
         
  2015   2014   $ change   % change   2016   2015   $  change   % change 
      (in millions)               (in millions)         

Net revenues

  $1,257    $1,356    $(99   (7.3)%    $817    $1,257    $(440   (35.0)%  

Segment operating income

   154     44     110     250.0%     67     154     (87   (56.5)%  

Net revenues decreased $99$440 million (7.3%(35.0%), due to unfavorable currency (26.2(25.2 pp), the deconsolidation of our Venezuelan operations (13.6 pp) and unfavorable volume/mix (4.3(8.2 pp), partially offset by higher net pricing (23.2(12.0 pp). Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to most currencies in the region, including the Venezuelan bolivar, Brazilian real, Argentinean peso and Mexican peso. The deconsolidation of our Venezuelan operations resulted in a year-over-year decrease in net revenues of $218 million. Unfavorable volume/mix, which primarily occurred in Brazil and Argentina, was largely due to the impact of pricing-related elasticity as well as strategic decisions to exit 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 chocolate, refreshment beverages, cheese & grocerybiscuits, gum 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 werecategories driven primarily by the higher inflationary countries of VenezuelaArgentina and Argentina.Brazil.

Segment operating income increased $110decreased $87 million (250.0%(56.5%), primarily due to higher raw material costs, unfavorable volume/mix, the deconsolidation of our Venezuelan operations, unfavorable currency, higher advertising and consumer promotion costs and higher other selling, general and administrative expenses. These unfavorable items were partially offset by higher net pricing, lower manufacturing costs, the absence of remeasurement losses in the first quarter of 2016 related to our net monetary assets in Venezuela and lower manufacturing costs. These favorable items were partially offset by higher raw material costs, unfavorable currency, costs incurred for the 2014-2018 Restructuring Program, unfavorable volume/mix and higher advertising and consumer promotion costs.Program.

Asia Pacific

 

                                                                        
                                                                          For the Three Months Ended         
  For the Three Months Ended
March 31,
           March 31,         
  2015   2014   $ change   % change   2016   2015   $  change   % change 
      (in millions)               (in millions)         

Net revenues

  $1,153    $1,223    $(70   (5.7)%   $1,127    $1,153    $(26   (2.3)%  

Segment operating income

   146     188     (42   (22.3)%    148     146     2     1.4%  

Net revenues decreased $70$26 million (5.7%(2.3%), due to unfavorable currency (6.0(7.0 pp) and unfavorable volume/mix (2.7the adjustment for deconsolidating our historical coffee business (1.6 pp), partially offset by the impact of an acquisition (3.4 pp), higher net pricing (3.0(1.8 pp) and favorable volume/mix (1.1 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 yenIndian rupee and Chinese yuan. The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenues of $18 million. The acquisition of a biscuit operation in Vietnam in July 2015 added net revenues of $38 million (constant currency basis). Higher net pricing was driven by chocolate, biscuits and candy. Favorable volume/mix, including the unfavorable impact of strategic decisions to exit certain low-margin product lines, was driven by gains in gum, chocolate and refreshment beverages, partially offset by declines in candy, cheese & grocery and biscuits.

Segment operating income increased $2 million (1.4%), primarily due to lower manufacturing costs, higher net pricing, lower other selling, general and administrative expenses and the impact of the Vietnam acquisition. These favorable items were mostly offset by the reclassification of equity method investment earnings, higher raw material costs, unfavorable currency and the adjustment for deconsolidating our historical coffee business.

EEMEA

                                                                        
   For the Three Months Ended
March 31,
         
   2016   2015   $  change   % change 
       (in millions)         

Net revenues

  $547    $695    $(148   (21.3)%  

Segment operating income

   51     32     19     59.4%  

Net revenues decreased $148 million (21.3%), due to the adjustment for deconsolidating our historical coffee business (15.8 pp), unfavorable currency (10.0 pp) and unfavorable volume/mix (5.0 pp), partially offset by higher net pricing (9.5 pp). The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net revenues of $116 million. Unfavorable currency impacts were due to the strength of the U.S. dollar relative to most currencies in the region, primarily the Russian ruble, South African rand and Turkish lira. 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 chocolate and cheese & grocery, biscuits,partially offset by gains in refreshment beverages, candy, biscuits and chocolate.gum. Higher net pricing was reflected across all categories except refreshment beverages.categories.

Segment operating income decreased $42increased $19 million (22.3%(59.4%), primarily due to higher raw material costs, costs incurred for the 2014-2018 Restructuring Program, higher other selling, general and administrative expenses (including a phase-out of a local tax incentive program), unfavorable currency and unfavorable volume/mix. These unfavorable items were partially offset by higher net pricing, lower manufacturing costs and lower advertisingother selling, general and consumer promotion costs.

EEMEA

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

Net revenues

  $695    $838    $(143   (17.1)% 

Segment operating income

   32     64     (32   (50.0)% 

Net revenues decreased $143 million (17.1%), due to unfavorable currency (28.2 pp),administrative expenses. These favorable items were partially offset by higher net pricing (9.9 pp) and favorable volume/mix (1.2 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. 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.

Segment operating income decreased $32 million (50.0%), primarily due to higher raw material costs, higher advertisingthe adjustment for deconsolidating our historical coffee business and consumer promotion costs andhigher 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.

Europe

 

                                                                                                                                                
  For the Three Months Ended
March 31,
           For the Three Months Ended
March 31,
         
  2015   2014   $ change   % change   2016   2015   $  change   % change 
      (in millions)               (in millions)         

Net revenues

  $2,975    $3,557    $(582   (16.4)%   $2,289    $2,975    $(686   (23.1)%  

Segment operating income

   326     463     (137   (29.6)%    343     326     17     5.2%  

Net revenues decreased $582$686 million (16.4%(23.1%), due to the adjustment for deconsolidating our historical coffee business (20.2 pp), unfavorable currency (15.8(3.1 pp) and unfavorable volume/mix (4.0lower pricing (0.7 pp), partially offset by higherfavorable volume/mix (0.9 pp). The adjustment for deconsolidating our historical coffee business resulted in a year-over-year decrease in net pricing (3.4 pp).revenues of $618 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. Unfavorablesterling and euro. Lower net pricing was reflected across most categories, primarily biscuits, cheese & grocery and gum. Favorable volume/mix, was largely due toincluding the unfavorable impact of pricing-related elasticity as well as strategic decisions to exit certain low-margin product lines, was driven by biscuits, chocolate and cheese & grocery, partially offset by the shift of Easter-related shipments into the first quarter. By category, unfavorable volume/mix was driven by declines in chocolate, coffee, gumrefreshment beverages, candy and cheese & grocery. Higher net pricing was driven by chocolate and coffee, partially offset by lower net pricing in biscuits and gum & candy.gum.

Segment operating income decreased $137increased $17 million (29.6%(5.2%), primarily due to lower manufacturing costs, lower other selling, general and administrative expenses, lower costs incurred for the 2014-2018 Restructuring Program, higher raw material costs, unfavorable currency, unfavorablefavorable volume/mix and the absence of costs associated with the plannedJDE coffee business transactions. These unfavorablefavorable items were partially offset by the adjustment for deconsolidating our historical coffee business, higher raw material costs, lower net pricing, lower manufacturing costs, the absence of 2012-2014 Restructuring Program costs, loweran intangible asset impairment charge, higher advertising and consumer promotion costs 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).currency.

North America

 

                                                                                                                                                
  For the Three Months Ended
March 31,
           For the Three Months Ended
March 31,
         
  2015   2014   $ change   % change   2016   2015   $  change   % change 
      (in millions)               (in millions)         

Net revenues

  $1,682    $1,667    $15     0.9%    $1,675    $1,682    $(7   (0.4)%  

Segment operating income

   281     203     78     38.4%     271     281     (10   (3.6)%  

Net revenues increased $15decreased $7 million (0.9%(0.4%), due to the impact of an accounting calendar change (2.3made in the prior year (2.4 pp) and unfavorable currency (0.9 pp), the impact of acquisitions (0.3mostly offset by favorable volume/mix (2.1 pp) and, higher net pricing (0.1 pp), partially offset by unfavorable currency (1.4(0.5 pp) and unfavorable volume/mix (0.4an acquisition (0.3 pp). The prior-year change in North America’s accounting calendar addedresulted in a year-over-year decrease in net revenues of $39$38 million. The acquisition of the Enjoy Life Foods snacking business in February 2015 added net revenues of $5 million. Higher net pricing was reflected in gum and chocolate, partially offset by lower net pricing in candy and biscuits. Unfavorable currency impact was due to the strength of the U.S. dollar relative to the Canadian dollar. UnfavorableFavorable volume/mix, including the unfavorable impact of strategic decisions to exit certain low-margin product lines, was largely due to a changedriven by gains in a large customer’s strategy that reduced merchandisingbiscuits and display opportunities within its stores,candy, 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 and chocolate. Higher net pricing was reflected in gum, chocolate and biscuits,candy, partially offset by a gainlower net pricing in candy.biscuits.

Segment operating income increased $78decreased $10 million (38.4%(3.6%), primarily due to higher costs incurred for the 2014-2018 Restructuring Program, higher advertising and consumer promotion costs and the year-over-year impact of the prior-year accounting calendar change. These unfavorable items were partially offset by favorable volume/mix, lower manufacturing costs, the absence of 2012-2014 Restructuring Programlower raw material costs, lower other selling, general and administrative expenses the impact of an accounting calendar change and lower raw material costs. These favorable items were partially offset by costs incurred for the 2014-2018 Restructuring Program and unfavorable volume/mix.higher net pricing.

Liquidity and Capital Resources

We believe that cash from operations, our $4.5 billion revolving credit facility and our authorized long-term financing will provide sufficient liquidity for our working capital needs, planned capital expenditures, future contractual obligations, share repurchases and payment of our anticipated quarterly dividends. We continue to utilize our commercial paper program, international credit lines and long-term debt issuances for regular funding requirements. We also use intercompany loans with our international subsidiaries to improve financial flexibility. 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 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 Inin Operating Activities:

Net cash used in operating activities was $454 million in the first quarter of 2016 and $282 million in the first quarter of 20152015. The deconsolidation of our coffee businesses impacted our operating cash flows. After converting our coffee holdings into equity method investments, we will only recognize cash flows from coffee when the investments pay dividends. Our coffee investments in JDE and $577Keurig did not distribute dividends in the first quarter of 2016. This shift related to the coffee businesses outweighed favorable working capital improvements in the ongoing business as we improved our cash conversion cycle (a metric that measures working capital efficiency) by 17 days relative to the first quarter of 2015.

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

Net cash used in investing activities was $316 million in the first quarter of 2014. Cash flows from operating activities were favorably impacted primarily due to significant tax payments in the prior year related to the $2.6 billion Starbucks arbitration award we received in late 20132016 and net working capital improvements in the current year, partially offset by higher expenditures related to our pension and postretirement obligations.

Net Cash Provided by / Used in Investing Activities:

Net cash provided by investing activities was $417 million in the first quarter of 2015 and net cash used in investing activities was $317 million in2015. In the first quarter of 2014. The increase in net cash provided by investing activities primarily relates to the cash receipt of2015, we received $939 million dueof cash related to the settlement of currency exchange forward contracts related to our plannedJDE coffee business transactions,transactions. This was partially offset by $113 million of higherlower planned capital expenditures in 2016 and $81 million of payments in the first quarter of 2015 to acquire the Enjoy Life Foods snackingsnack food business.

Capital expenditures were $335 million for the three months ended March 31, 2016 and $439 million for the three months ended March 31, 2015 and $326 million in the three months ended March 31, 2014. Capital2015. We continue to make capital expenditures were made primarily to modernize manufacturing facilities and support new product and productivity initiatives. We expect 20152016 capital expenditures to be up to $1.8$1.4 billion, including capital expenditures required for investments in systems and theconnection with our 2014-2018 Restructuring Program. We expect to continue to fund these expenditures from operations.

Net Cash Provided by Financing Activities:

Net cash provided by financing activities was $207 million in the first quarter of 2016 and $185 million in the first quarter of 2015 and $630 million in the first quarter of 2014. The decrease in net cash provided by2015. Cash flows from financing activities was primarilywere higher due to higher repayments of debtlower share repurchases in 2016 to date than in the first quarter of 2015, (including the tender offer, euro notes maturity and short-dated commercial paper net borrowings) as well as $1 billion of higher share repurchases, partiallymostly offset by higher proceeds received fromnet repayments of long-term debt due to the timing and larger amount of note maturities and debt refinancing in 2016 to date than in the prior year and because of lower short-term borrowings and long-term note issuances.working capital financing requirements than in the first quarter of 2015.

Debt:

From time to time we refinance long-term and short-term debt. Refer to Note 7,Debt and Borrowing Arrangements, for details of our tender offerdebt issuances and debt issuancesmaturities during the first quarter of 2015.2016. 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. As of March 31, 2015,2016, we had $1.5$2.8 billion remainingof long-term financing authority.authority remaining.

In the next 12 months, $2,179 million$1.0 billion of long-term debt will mature as follows:400750 million ($429854 million as of March 31, 2015)2016) in June 2015January 2017 and $1,750fr.175 million Swiss franc notes ($182 million as of March 31, 2016) in February 2016.March 2017. We expect to fund these repayments with a combination of cash from operations and the issuance of commercial paper or additionallong-term debt.

Our total debt was $18.7$17.4 billion at March 31, 20152016 and $16.7$15.4 billion at December 31, 2014.2015. Our debt-to-capitalization ratio was 0.430.39 at March 31, 20152016 and 0.380.35 at December 31, 2014.2015. At March 31, 2015,2016, the weighted-average term of our outstanding long-term debt was 8.59.0 years. Our average daily commercial borrowings were $2.5$1.5 billion duringin the first quarter of 20152016 and $1.8$2.5 billion forin the first quarter of 2014.2015. We expect to continue to comply with our long-term debt covenants. Refer to Note 7,Debt and Borrowing Arrangements, for more information on our debt and debt covenants.

Commodity Trends

We regularly monitor worldwide supply, commodity cost and currency trends so we can cost-effectively secure ingredients, packaging and fuel required for production. During the three months ended March 31, 2015,2016, the primary drivers of the increase in our aggregate commodity costs were increased costs for coffee beans, cocoa, nuts, packaging, energy, grains and oils and higher currency-related costs on our commodity purchases and increased costs for packaging and other raw materials, partially offset by lower costs for grains and oils, dairy, cocoa, nuts and sugar.energy.

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 2015.2016. 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 and Borrowing Arrangements, for information on debt transactions during the first quarterthree months of 2015,2016, including the March 30, 2015February 9, 2016 refinancing and repayment of $1,750 million of matured U.S. dollar debt, the January 26, 2016 issuance offr.675.400 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, 2015January 21, 2016 issuance of2.0 billion700 million 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, 2014.2015. 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 three months ended March 31, 2015.2016.

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 $7.7$13.7 billion of our Common Stock repurchases, and extended the program through December 31, 2016, we have2018. We repurchased $6.1$9.4 billion of shares ($1.51.2 billion in the first three months of 2016, $3.6 billion in 2015, $1.9 billion in 2014 and $2.7 billion in 2013) and have $1.6 billion of share repurchase capacity remaining.through March 31, 2016. The number of shares that we ultimately repurchase under our share repurchase program may vary depending on numerous factors, including share price and other market conditions, our ongoing capital allocation planning, levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic or business conditions and board and management discretion. Additionally, our share repurchase activity during any particular period may fluctuate. We may accelerate, suspend, delay or discontinue our share repurchase program at any time, without notice.

Dividends:

We paid dividends of $269 million in the first quarter of 2016 and $249 million in the first quarter of 2015 and $238 million in the first quarter of 2014.2015. 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, 2014.2015. Our significant accounting estimates are described in ourManagement’s Discussion and Analysis ofFinancial Condition and Results of Operationsin our Annual Report on Form 10-K for the year ended December 31, 2014.2015. 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 Proceedingsfor a discussion of contingencies.

Forward-Looking Statements

This report contains a number of forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “intend,” “plan,” “believe,” “likely,” “estimate,” “anticipate,” “seek,” “achieve,“potential,“potential”“outlook” and similar expressions are intended to identify our forward-looking statements, including but not limited to statements about: our future performance, including our future revenue growth, margins and earnings per share; our goal to deliver top-tier financial performance; 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 snacks business, Power Brands and categories; commodity prices and supply; investments; economic conditions; currency exchange rates, controls and restrictions; our operations in Venezuela; our entry intoVenezuela and Argentina; pension liabilities related to the timeframe for completing the plannedJDE coffee business transactions; the cash proceeds and ownership interestsignificance of the coffee category to be received in the transactions;our future results; completion of our biscuit operation acquisition; the timing and completion of the sale of manufacturing facilities in France and sale or license of certain local confectionary brands; costs we could incur related to re-negotiating collective bargaining agreements and executing business continuity plans for the North America business; 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;expenses, contributions and assumptions; our liquidity, funding sources and uses of funding; reinvestment of earnings; our risk management program, including the use of financial instruments forand the effectiveness of our hedging activities; capital expenditures and funding; share repurchases; dividends; compliance with financial and long-term debt covenants; debt repayment and funding;guarantees; and our contractual obligations.

These forward-looking statements involve risks and uncertainties, many of which are beyond our control. Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, risks from operating globally 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;technology and third party service providers; our ability to protect our intellectual property and intangible assets; a shift in our pre-tax income among jurisdictions, including the United States; and tax law changes. 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), our historical Venezuelan operations, 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, TUC/Club Social andbelVita biscuits;Milka,Cadbury Dairy Milk, MilkaandLacta 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; Venezuela remeasurement and deconsolidation losses and historical operating results; impairment charges related to goodwill and intangible assets; divestiture(1) or acquisition gains or losses and related costs; the JDE coffee business transactions(2) gain and net incremental 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; Venezuela remeasurement and deconsolidation losses and historical operating results; losses on debt extinguishment and related expenses; 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; divestiture(1) or acquisition gains or losses and related costs; the JDE coffee business transactions(2) gain, transaction hedging gains or losses and net incremental costs; gain on the equity method investment exchange; and net earnings from divestitures(1). 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 and Keurig equity method investees. 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 JDE coffee business transactions that closed on July 2, 2015, because we exchanged our coffee interests for similarly-sized coffee interests in JDE at the time of the transaction, 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, Keurig 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 – Principles of Consolidation, 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 acquisition andthe adjustment for deconsolidating our historical coffee business, our historical Venezuelan operations, an accounting calendar change.change and acquisitions. 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
March 31, 2016
   For the Three Months Ended
March 31, 2015
 
  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    $2,641    $4,258    $6,899    $2,550    $4,204    $6,754  

Impact of currency

   (672   (579   (1,251                  (373   (114   (487               

Impact of acquisition

        5     5                 

Historical coffee business(1)

                  205     547     752  

Historical Venezuelan operations (2)

                  218          218  

Impact of accounting calendar change

        39     39                                        38     38  

Impact of acquisitions

   38     5     43                 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net revenues

$2,973  $4,789  $7,762  $3,291  $5,350  $8,641    $2,306    $4,149    $6,455    $2,973    $4,789    $7,762  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  For the Three Months Ended
March 31, 2015
   For the Three Months Ended
March 31, 2014
   For the Three Months Ended
March 31, 2016
   For the Three Months Ended
March 31, 2015(3)
 
  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    $ 4,880    $2,019    $6,899    $4,700    $2,054    $6,754  

Impact of currency

   (870   (381   (1,251                  (347   (140   (487               

Impact of acquisition

        5     5                 

Historical coffee business(1)

                  550     202     752  

Historical Venezuelan operations (2)

                  154     64     218  

Impact of accounting calendar change

   30     9     39                                   29     9     38  

Impact of acquisitions

        43     43                 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net revenues

$5,404  $2,358  $7,762  $5,894  $2,747  $8,641    $4,533    $1,922    $6,455    $5,433    $2,329    $7,762  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

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

Adjusted Operating Income

Applying the definition of “Adjusted Operating Income”, the adjustments made to “operating income” (the most comparable U.S. GAAP financial measure) were to exclude Spin-Off Costs, 2012-2014 Restructuring Program costs, 2014-2018 Restructuring Program costs, the Integration Program and other acquisition integration costs, Venezuela historical operating results and remeasurement loss, an impairment charge related to an intangible asset, operating income from our historical coffee business, the remeasurement of net monetary assets in Venezuela, incremental costs associated with the plannedJDE coffee business transactions incremental costs, operating results of the AGF 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
March 31,
         
          2015                   2014           $ Change   % Change   2016   2015   $ Change   % Change 
  (in millions)           (in millions)         

Adjusted Operating Income (constant currency)

  $1,254    $1,053    $201     19.1%    $ 1,037    $864    $173     20.0%  

Impact of unfavorable currency

   (182        (182     (63        (63  
  

 

   

 

   

 

     

 

   

 

   

 

   

Adjusted Operating Income

$1,072  $1,053  $19   1.8%    $974    $864    $110     12.7%  

Spin-Off Costs

    (3 3  

2012-2014 Restructuring Program costs

 2   (66 68          2     (2  

2014-2018 Restructuring Program costs

 (224    (224   (237   (224   (13  

Integration Program and other acquisition integration costs

    1   (1

Acquisition integration costs

   (3        (3  

Operating income from Venezuelan subsidiaries(1)

        53     (53  

Remeasurement of net monetary assets in Venezuela

 (11 (142 131          (11   11    

Costs associated with the planned coffee business transactions

 (28    (28

Intangible asset impairment charge

   (14        (14  

Operating income from historical coffee business(2)

        130     (130  

Costs associated with the JDE coffee business transactions

        (28   28    

Reclassification of equity method earnings(3)

        25     (25  

Operating income from divestiture(4)

                 

Acquisition-related costs

 (1    (1        (1   1    

Operating income from divestiture (1)

         

Rounding

 1      1  

Other / rounding

   2     1     1    
  

 

   

 

   

 

     

 

   

 

   

 

   

Operating income

$811  $843  $(32 (3.8)%   $722    $811    $(89   (11.0)% 
  

 

   

 

   

 

     

 

   

 

   

 

   

 

 (1)Includes divestituresthe historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 1,Basis of Presentation – Currency Translation and businesses Highly Inflationary Accounting: Venezuela,for whichmore information.
(2)Includes our historical global coffee business prior to the July 2, 2015 JDE coffee business transactions. Refer to Note 2,Divestitures and Acquisitions, and our non-GAAP definitions appearing earlier in this section for more information.
(3)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 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.
(4)Includes the April 23, 2015 divestiture of AGF which contributed less than $1 million of operating income in the first quarter of 2015. Refer to Note 2,Divestitures and cleared significant sale-related conditions such that the pending sale is probable as of the end of the reporting period.Acquisitions, for 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, lossesa loss on debt extinguishment and related expenses, Venezuela historical operating results and remeasurement loss, an impairment charge related to an intangible asset, the remeasurement of net monetary assets in Venezuela,JDE coffee business transactions hedging gains and incremental costs, associated with the planned 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.the AGF divestiture, gain on the equity method investment exchange, our proportionate share of unusual or infrequent items recorded by our JDE and Keurig equity method investees 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         
  For the Three Months Ended
March 31,
           March 31,         
  2015   2014   $ Change   % Change   2016   2015   $ Change   % Change 

Adjusted EPS (constant currency)

  $0.49    $0.39    $0.10     25.6%    $0.51    $0.39    $0.12     30.8%  

Impact of unfavorable currency

   (0.08        (0.08     (0.03        (0.03  
  

 

   

 

   

 

     

 

   

 

   

 

   

Adjusted EPS

$0.41  $0.39  $0.02   5.1%    $0.48    $0.39    $0.09     23.1%  

Spin-Off Costs

         

2012-2014 Restructuring Program costs

    (0.03 0.03                   

2014-2018 Restructuring Program costs

 (0.11    (0.11   (0.11   (0.11       

Integration Program and other acquisition integration costs

         

Acquisition integration costs

                 

Loss on debt extinguishment and
related expenses

 (0.27 (0.18 (0.09        (0.27   0.27    

Net earnings from Venezuelan subsidiaries(1)

        0.02     (0.02  

Remeasurement of net monetary assets in Venezuela

 (0.01 (0.09 0.08          (0.01   0.01    

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

 0.20      0.20  

Intangible asset impairment charge

   (0.01        (0.01  

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

        0.20     (0.20  

Loss related to interest rate swaps

 (0.01    (0.01   (0.04   (0.01   (0.03  

Net earnings from divestiture (2)

        (0.02   0.02    

Gain on equity method investment exchange

   0.03          0.03    

Equity method investee acquisition-related and
other adjustments

                 

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%    $0.35    $0.19    $0.16     84.2%  
  

 

   

 

   

 

     

 

   

 

   

 

   

 

 (1)Includes divestituresthe historical results of our Venezuelan subsidiaries prior to the December 31, 2015 deconsolidation. Refer to Note 1,Basis of Presentation – Currency Translation and businesses Highly Inflationary Accounting: Venezuela,for which we have entered into a sales agreementmore information.
(2)Refer to Note 2,Divestitures and cleared significant sale-related conditions such thatAcquisitions, for more information on the pending sale is probable asApril 23, 2015 divestiture of the end of the reporting period.AGF.

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 three months ended March 31, 2015.2016. For additional information on the impact of currency policies, the deconsolidation of our Venezuelan operation and the historical 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, this quarter, we also retired $2.5$1.8 billion of our long-term debt and issued $3.5$1.2 billion of lower borrowing cost debt. Our weighted-average interest rate on our total debt as of March 31, 20152016 was 3.1%, down from 4.3%3.7% as of December 31, 2014.2015.

There were no significant changes in the types of derivative instruments we use to hedge our exposures sincebetween December 31, 2014.2015 and March 31, 2016. See Note 8,Financial Instruments, for more information on 2016 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, 2014.2015.

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, 2015.2016. 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, 2015. In light of this material weakness, prior to filing this Quarterly Report on Form 10-Q, we undertook 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 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 tax accounting expertise.

While significant improvement in the internal controls was made through March 31, 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.2016.

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, 2015. As outlined above,2016. During the quarter ended March 31, 2016, we added controls to remediate the material weakness related to our accounting for income taxes. We are also workingworked with our outsourced partners to further simplify and standardize processes and focus on scalable, transactional processes in finance, human resources, receivables and payables. As of April 1, 2015, weacross all regions. We transitioned our European shared service center and some of our EEMEA shared service center procedurescorporate financial reporting and accounting functions to an outsourced partner who beganpartner. We continued to perform certain accounting close procedurestransition some of our procurement administration functions for the regionour North America and Latin America regions to another outsourced partner. Additionally, we continued to transition some of our transactional processing and financial reporting for a number of countries in our Asia Pacific, EEMEA, Latin America (including sales order-to-cash) and North America regions to these two outsourced partners. Per our service agreements, 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 partners and they are subject to management’s internal control testing. During the quarter, we also transitioned payroll processing for our North America region, which was previously performed by an outsourced partner, who also retained employees who performed the procedures in the past.to one of our internal shared service centers. There were no other changes in our internal control over financial reporting during the quarter ended March 31, 20152016, 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, 2014.2015.

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, 2015 included:2016 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)
 

January 1-31, 2016

   11,612,007    $41.54     11,565,836    $4,965,990,525  

February 1-29, 2016

   11,778,336     40.16     10,785,083     4,532,430,999  

March 1-31, 2016

   6,602,617     41.55     6,579,247     4,259,055,742  
  

 

 

     

 

 

   

For the Quarter Ended
March 31, 2016

   29,992,960     41.00     28,930,166    
  

 

 

     

 

 

   

 

 (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 35,32646,171 shares, 944,740993,253 shares and 7,63023,370 shares for the fiscal months of January, February and March 2015,2016, 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

2.1First Amendment to the Master Ownerships and License Agreement Regarding Trademarks and Related Intellectual Property, among Intercontinental Great Brands LLC and Kraft Foods Group Brands LLC, dated as 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, dated as of October 1, 2014.
4.1 The Registrant agrees to furnish to the SEC upon request copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries.
10.1 RetirementAmended and Restated Shareholders’ Agreement Relating to Charger Top Holdco B.V. by and General Release, betweenamong Delta Charger Holdco B.V., JDE Minority Holdings B.V., Mondelēz Global LLCCoffee Holdco B.V. and Jean Spence,Jacobs Douwe Egberts B.V., dated January 27, 2015.March 7, 2016.*
10.2 Offer of Employment Letter, betweenShareholders’ Agreement Relating to Maple Parent Holdings Corp. by and among Maple Holdings II B.V., Mondelēz GlobalInternational Holdings LLC and Roberto de Oliveira Marques,Maple Parent Holdings Corp., dated March 27, 2016.*
10.3Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, amended and restated as of March 15, 2016.+
10.4Mondelēz International, Inc. Change in Control Plan for Key Executives, amended February 20, 2015.22, 2016.+
10.5Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Deferred Stock Unit Agreement.+
10.6Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Non-Qualified Global Stock Option Agreement.+
10.7Form of Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan Global Long-Term Incentive Grant Agreement.+
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, 20152016 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.

*Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and have been separately filed with the SEC.

+Indicates a management contract or compensatory plan or arrangement.

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, 201528, 2016

 

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