| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| Virginia | 52-2284372 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 60015 | |
| (Address of principal executive offices) | (Zip Code) | |
Large accelerated filer | Accelerated filer | |||
Non-accelerated filer | Smaller reporting company | |||
| (Do not check if a smaller reporting company) | Emerging growth company | |||
Financial Statements (Unaudited) Statements Net revenues Cost of sales Gross profit Selling, general and administrative expenses Asset impairment and exit costs Loss on divestiture Amortization of intangibles Operating income Interest and other expense, net Earnings before income taxes Provision for income taxes Gain on equity method investment exchange Equity method investment net earnings Net earnings Noncontrolling interest earnings Net earnings attributable to Mondelēz International Per share data: Basic earnings per share attributable to Diluted earnings per share attributable to Dividends declared Net earnings Other comprehensive earnings/(losses), net of tax: Currency translation adjustment Pension and other benefit plans Derivative cash flow hedges Total other comprehensive earnings/(losses) Comprehensive earnings less: Comprehensive earnings/(losses) attributable to noncontrolling interests Comprehensive earnings attributable to ASSETS Cash and cash equivalents Trade receivables (net of allowances of $47 at June 30, 2017 Other receivables (net of allowances of $99 at June 30, 2017 Inventories, net Other current assets Total current assets Property, plant and equipment, net Goodwill Intangible assets, net Prepaid pension assets Deferred income taxes Equity method investments Other assets TOTAL ASSETS LIABILITIES Short-term borrowings Current portion of long-term debt Accounts payable Accrued marketing Accrued employment costs Other current liabilities Total current liabilities Long-term debt Deferred income taxes Accrued pension costs Accrued postretirement health care costs Other liabilities TOTAL LIABILITIES Commitments and Contingencies (Note 11) EQUITY Common Stock, no par value (5,000,000,000 shares authorized and Additionalpaid-in capital Retained earnings Accumulated other comprehensive losses Treasury stock, at cost (485,738,865 shares at June 30, 2017 and Total Mondelēz International Shareholders’ Equity Noncontrolling interest TOTAL EQUITY TOTAL LIABILITIES AND EQUITY Balances at January 1, 2016 Comprehensive earnings/(losses): Net earnings Other comprehensive earnings/(losses), net of income taxes Exercise of stock options and issuance of other stock awards Common Stock repurchased Cash dividends declared ($0.72 per share) Dividends paid on noncontrolling interest and other activities Balances at December 31, 2016 Comprehensive earnings/(losses): Net earnings Other comprehensive earnings/(losses), net of income taxes Exercise of stock options and issuance of other stock awards Common Stock repurchased Cash dividends declared ($0.38 per share) Dividends paid on noncontrolling interest and other activities Balances at June 30, 2017 CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES Net earnings Adjustments to reconcile net earnings to operating cash flows: Depreciation and amortization Stock-based compensation expense Deferred income tax provision/(benefit) Asset impairments and accelerated depreciation Loss on early extinguishment of debt Gain on equity method investment exchange Loss on divestiture Equity method investment net earnings Distributions from equity method investments Othernon-cash items, net Change in assets and liabilities, net of acquisitions and divestitures: Receivables, net Inventories, net Accounts payable Other current assets Other current liabilities Change in pension and postretirement assets and liabilities, net Net cash provided by operating activities CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES Capital expenditures Proceeds from divestiture, net of disbursements Proceeds from sale of property, plant and equipment and other assets Net cash used in investing activities CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES Issuances of commercial paper, maturities greater than 90 days Repayments of commercial paper, maturities greater than 90 days Net issuances of other short-term borrowings Long-term debt proceeds Long-term debt repaid Repurchase of Common Stock Dividends paid Other Net cash (used in)/provided by financing activities Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents: Decrease Balance at beginning of period Balance at end of period 2017. Currency Translation and Highly Inflationary Accounting: March 31, 2018. condensed consolidated statements of cash flows. net periodic pension and postretirement benefit costs and moved components other than service costs to a new line item, benefit plan non-service income, located below operating income. For the three months ended March 31, 2017, $15 million of benefit plan non-service income was statements upon adoption. financial statements upon adoption. retained earnings upon adoption. financial statements upon adoption. statements upon adoption. immaterial. We recorded a pre-tax gain of $247 million Australian dollars ($187 million as of July 4, 2017) on the sale. During the third and fourth quarters of 2017, we also recorded divestiture-related costs of $2 million and a foreign currency hedge loss of $3 million. In the fourth quarter of 2017, we recorded a final $3 million inventory-related working capital adjustment, increasing the pre-tax gain to $190 million in 2017. Note 3. Inventories Raw materials Finished product Inventory reserves Inventories, net Land and land improvements Buildings and building improvements Machinery and equipment Construction in progress Accumulated depreciation Property, plant and equipment, net Latin America AMEA Europe North America Corporate Totalnon-cash asset write-downs Latin America AMEA Europe North America Goodwill was: Non-amortizable intangible assets Amortizable intangible assets Accumulated amortization Intangible assets, net rates). Balance at January 1, 2017 Currency Divestiture Acquisition Asset impairment Other Balance at June 30, 2017 Restructuring Costs: Liability balance, January 1, 2017 Charges Cash spent Non-cash settlements/adjustments Currency Liability balance, June 30, 2017 For the Three Months Ended Restructuring Costs Implementation Costs Total For the Six Months Ended Restructuring Costs Implementation Costs Total For the Three Months Ended Restructuring Costs Implementation Costs Total For the Six Months Ended Restructuring Costs Implementation Costs Total Total Project 2014-2017(3) Restructuring Costs Implementation Costs Total Commercial paper Bank loans Total short-term borrowings year. the second quarter of 2018. 7, 2025. On March We recorded approximately $4 million of discounts and deferred financing costs, which will be amortized into interest expense over the life of the notes. 2016. Interest expense, debt Loss on debt extinguishment Loss related to interest rate swaps Other expense, net Interest and other expense, net Derivatives designated as Currency exchange contracts Commodity contracts Interest rate contracts Derivatives not designated as Currency exchange contracts Commodity contracts Interest rate contracts Total fair value Currency exchange contracts Commodity contracts Interest rate contracts Total derivatives Currency exchange contracts Commodity contracts Interest rate contracts Total derivatives Currency exchange contracts: Intercompany loans and forecasted interest payments Forecasted transactions Commodity contracts Interest rate contracts Net investment hedge – euro notes Net investment hedge – pound sterling notes Net investment hedge – Swiss franc notes Accumulated (loss)/gain at January 1 Transfer of realized (gains)/losses in fair value to earnings Unrealized gain/(loss) in fair value Accumulated (loss)/gain at June 30 Currency exchange contracts – forecasted transactions Commodity contracts Interest rate contracts Total Currency exchange contracts – forecasted transactions Commodity contracts Interest rate contracts Total was changed. Derivatives Borrowings Location of in Earnings Currency exchange contracts: Intercompany loans and Forecasted transactions Forecasted transactions Forecasted transactions Commodity contracts Total the current portion of long-term debt as this debt will mature during the third quarter of 2018. Euro notes Pound sterling notes Swiss franc notes Service cost Interest cost Expected return on plan assets Amortization: Net loss from experience differences Prior service cost/(credit) Settlement losses/(gains) and other expenses Net periodic pension cost Service cost Interest cost Expected return on plan assets Amortization: Net loss from experience differences Prior service cost/(credit) Settlement losses/(gains) and other expenses Net periodic pension cost March 31, 2017. Service cost Interest cost Amortization: Net loss from experience differences Prior service credit(1) Net periodic postretirement health care costs Service cost Interest cost Amortization of net gains Net periodic postemployment costs Balance at January 1, 2017 Annual grant to eligible employees Additional options issued Total options granted Options exercised(1) Options cancelled Balance at June 30, 2017 Balance at January 1, 2017 Annual grant to eligible employees: Performance share units Deferred stock units Additional shares granted(1) Total shares granted Vested(2) Forfeited(2) Balance at June 30, 2017 position. Currency Translation Adjustments: Balance at beginning of period Currency translation adjustments Reclassification to earnings related to: Equity method investment exchange Tax benefit/(expense) Other comprehensive earnings/(losses) Less: (gain)/loss attributable to noncontrolling interests Balance at end of period Pension and Other Benefit Plans: Balance at beginning of period Net actuarial (loss)/gain arising during period Tax benefit/(expense) on net actuarial loss Losses/(gains) reclassified into net earnings: Amortization of experience losses and prior service costs(1) Settlement losses and other expenses(1) Tax benefit on reclassifications (2) Currency impact Other comprehensive (losses)/earnings Balance at end of period Derivative Cash Flow Hedges: Balance at beginning of period Net derivative gains/(losses) Tax benefit on net derivative gain/(loss) Losses/(gains) reclassified into net earnings: Currency exchange contracts – forecasted transactions(3) Commodity contracts(3) Interest rate contracts(4) Tax benefit on reclassifications (2) Currency impact Other comprehensive earnings/(losses) Balance at end of period Accumulated other comprehensive income attributable to Mondelēz International: Balance at beginning of period Total other comprehensive earnings/(losses) Less: loss/(gain) attributable to noncontrolling interests Other comprehensive earnings/(losses) attributable to Mondelēz International Balance at end of period March 31, 2017. Net earnings Noncontrolling interest (earnings) Net earnings attributable to Mondelēz International Weighted-average shares for basic EPS Plus incremental shares from assumed conversions of stock options and long-term incentive plan shares Weighted-average shares for diluted EPS Basic earnings per share attributable to Mondelēz International Diluted earnings per share attributable to Mondelēz International 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. Net revenues: Latin America AMEA Europe North America Net revenues Earnings before income taxes: Operating income: Latin America AMEA Europe North America Unrealized (losses)/gains on hedging activities(mark-to-market impacts) General corporate expenses Amortization of intangibles Loss on divestiture Operating income Interest and other expense, net Earnings before income taxes this reclassification, which had no impact to earnings before income taxes or net earnings. Biscuits Chocolate Gum & Candy Beverages Cheese & Grocery Total net revenues Biscuits Chocolate Gum & Candy Beverages Cheese & Grocery Total net revenues Biscuits Chocolate Gum & Candy Beverages Cheese & Grocery Total net revenues Biscuits Chocolate Gum & Candy Beverages Cheese & Grocery Total net revenues audit settlements. Gain on equity method investment exchange 2014-2018 Restructuring Program: Restructuring charges Implementation charges Loss related to interest rate swaps Loss on debt extinguishment Intangible asset impairment charges Divestiture-related costs Loss on divestiture Gain on sale of intangible asset Divestiture-related costs Gains on sales of property Mark-to-market (losses)/gains from derivatives Benefit from the settlement of a Cadbury tax matter(1) Malware incident incremental expenses Effective tax rate 2017. Net revenues Operating income Net earnings attributable to Mondelēz International Diluted earnings per share attributable to Mondelēz International March 31: Change in net revenues (by percentage point) Total change in net revenues Add back the following items affecting comparability: Impact of divestitures Higher net pricing The impact of divestitures that occurred in 2017 resulted in a year-over-year decline in net revenues of $136 million. Operating Income for the Three Months Ended June 30, 2016 2014-2018 Restructuring Program costs(2) Intangible asset impairment charge(3) Acquisition integration costs(4) Mark-to-market gains from derivatives(5) Divestiture-related costs(6) Operating income from divestitures(6) Gain on sale of intangible asset(7) Other/rounding Adjusted Operating Income(1) for the Higher net pricing Higher input costs Unfavorable volume/mix Lower selling, general and administrative expenses Gains on sales of property(8) Property insurance recovery Impact from acquisition(8) Other Total change in Adjusted Operating Income (constant currency)(1) Unfavorable currency – translation Total change in Adjusted Operating Income(1) Adjusted Operating Income(1) for 2014-2018 Restructuring Program costs(2) Intangible asset impairment charge(3) Mark-to-market losses from derivatives(5) Malware incident incremental expenses Divestiture-related costs(6) Operating income from divestitures(6) Loss on divestiture(6) Other/rounding Operating Income for the Three Months Ended June 30, 2017 unfavorable volume/mix in North America and Latin America. Excluding real. overhead leverage, mostly offset by higher raw material costs. Diluted EPS Attributable to Mondelēz International for the 2014-2018 Restructuring Program costs (2) Intangible asset impairment charge(2) Acquisition integration costs(2) Mark-to-market gains from derivatives(2) Divestiture-related costs(2) Net earnings from divestitures(2) Gain on sale of intangible asset(2) Adjusted EPS(1) for the Three Months Ended June 30, 2016 Increase in operations Decrease in equity method investment net earnings Gains on sales of property(2) Property insurance recovery Impact from acquisition (2) Lower interest and other expense, net(3) Changes in shares outstanding(4) Changes in income taxes (5) Adjusted EPS (constant currency) (1) for the Three Months Ended June 30, 2017 Unfavorable currency – translation Adjusted EPS(1) for the Three Months Ended June 30, 2017 2014-2018 Restructuring Program costs (2) Intangible asset impairment charge(2) Mark-to-market losses from derivatives(2) Malware incident incremental expenses Divestiture-related costs(2) Net earnings from divestitures(2) Loss on divestiture(2) Loss on debt extinguishment(6) Equity method investee acquisition-related and other adjustments (7) Diluted EPS Attributable to Mondelēz International for the Net revenues Operating income Net earnings attributable to Mondelēz International Diluted earnings per share attributable to Mondelēz International Operating Income for the Six Months Ended June 30, 2016 2014-2018 Restructuring Program costs(2) Intangible asset impairment charges(3) Acquisition integration costs(4) Mark-to-market losses from derivatives(5) Divestiture-related costs(6) Operating income from divestitures(6) Gain on sale of intangible asset(7) Other/rounding Adjusted Operating Income(1) for the Higher net pricing Higher input costs Unfavorable volume/mix Lower selling, general and administrative expenses Gains on sales of property(8) Property insurance recovery Impact from acquisitions(8) Other Total change in Adjusted Operating Income (constant currency)(1) Unfavorable currency – translation Total change in Adjusted Operating Income(1) Adjusted Operating Income(1) for the 2014-2018 Restructuring Program costs(2) Intangible asset impairment charge(3) Acquisition integration costs(4) Mark-to-market losses from derivatives(5) Malware incident incremental expenses Divestiture-related costs(6) Operating income from divestitures(6) Loss on divestiture(6) Benefit from the settlement of a Cadbury tax matter(9) Operating Income for the Six Months Ended June 30, 2017 Diluted EPS Attributable to Mondelēz International for the 2014-2018 Restructuring Program costs (2) Intangible asset impairment charges(2) Acquisition integration costs(2) Mark-to-market losses from derivatives(2) Divestiture-related costs(2) Net earnings from divestitures(2) Gain on sale of intangible asset(2) Loss related to interest rate swaps(3) Gain on equity method investment exchange (4) Adjusted EPS(1) for the Six Months Ended June 30, 2016 Increase in operations Decrease in equity method investment earnings Gains on sales of property(2) Property insurance recovery Impact of acquisition(2) Lower interest and other expense, net(5) Changes in shares outstanding(6) Changes in income taxes(7) Adjusted EPS (constant currency) (1) for the Six Months Ended June 30, 2017 Unfavorable currency – translation Adjusted EPS(1) for the Six Months Ended June 30, 2017 2014-2018 Restructuring Program costs (2) Intangible asset impairment charges(2) Acquisition integration costs(2) Mark-to-market losses from derivatives(2) Malware incident incremental expenses Divestiture-related costs(2) Net earnings from divestitures(2) Loss on debt extinguishment(8) Benefit from the settlement of a Cadbury tax Matter(2) Equity method investee acquisition-related and other adjustments (9) Diluted EPS Attributable to Mondelēz International for the Net revenues: Latin America AMEA Europe North America Net revenues Earnings before income taxes: Operating income: Latin America AMEA Europe North America Unrealized (losses)/gains on hedging activities(mark-to-market impacts) General corporate expenses Amortization of intangibles Loss on divestiture Operating income Interest and other expense, net Earnings before income taxes Net revenues Segment operating income Net revenues Segment operating income March 31: Net revenues Segment operating income Net revenues Segment operating income 2017, resulted in a year-over-year decline in net revenues of $59 million for the first quarter of 2018. impact of divestitures. Net revenues Segment operating income Net revenues Segment operating income March 31: all other categories. expenses. Net revenues Segment operating income Net revenues Segment operating income March 31: administrative expenses. liquidity. 2017. repurchases and dividends. 2017. nuts. March 31, 2018. 2020. 2019. 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 Net Revenue Impact of currency Impact of acquisition Impact of divestitures Organic Net Revenue Net Revenue Impact of currency Impact of acquisition Impact of divestitures Organic Net Revenue Net Revenue Impact of currency Impact of acquisition Impact of divestitures Organic Net Revenue Net Revenue Impact of currency Impact of acquisition Impact of divestitures Organic Net Revenue Operating Income 2014-2018 Restructuring Program costs(1) Divestiture-related costs(2) Intangible asset impairment charges(3) Acquisition integration costs(4) Operating income from divestitures(2) Loss on divestiture(2) Mark-to-market losses/(gains) from derivatives (5) Malware incident incremental expenses Gain on sale of intangible assets(6) Other/rounding Adjusted Operating Income Impact of unfavorable currency Adjusted Operating Income (constant currency) Operating Income 2014-2018 Restructuring Program costs(1) Divestiture-related costs(2) Intangible asset impairment charges(3) Acquisition integration costs(4) Operating income from divestitures(2) Loss on divestiture(2) Mark-to-market losses from derivatives(5) Malware incident incremental expenses Gain on sale of intangible assets(6) Benefit from the settlement of a Cadbury tax matter(7) Other/rounding Adjusted Operating Income Impact of unfavorable currency Adjusted Operating Income (constant currency) Diluted EPS attributable to Mondelēz International 2014-2018 Restructuring Program costs(2) Divestiture-related costs(2) Intangible asset impairment charge(2) Net earnings from divestitures(2) Loss on divestiture(2) Mark-to-market losses from derivatives(2) Malware incident incremental expenses Loss related to interest rate swaps(3) Loss on debt extinguishment(4) Equity method investee acquisition-related and Adjusted EPS Impact of unfavorable currency Adjusted EPS (constant currency) Diluted EPS attributable to Mondelēz International 2014-2018 Restructuring Program costs(2) Divestiture-related costs(2) Intangible asset impairment charges(2) Acquisition integration costs(2) Net earnings from divestitures(2) Loss on divestiture(2) Mark-to-market losses from derivatives(2) Malware incident incremental expenses Loss related to interest rate swaps(3) Loss on debt extinguishment(4) Benefit from the settlement of a Cadbury tax matter (2) Gain on equity method investment exchange(6) Equity method investee acquisition-related and Adjusted EPS Impact of unfavorable currency Adjusted EPS (constant currency) March 31, 2018. Period April1-30, 2017 May1-31, 2017 June1-30, 2017 For the Quarter Ended Page No. PART I - Page No.FINANCIAL INFORMATION PART I - FINANCIAL INFORMATION Item 1. 1 2 3 4 5 6Item 2. 28Item 3. 53Item 4. 54PART II -OTHER INFORMATION PART II - OTHER INFORMATIONItem 1. 55Item 1A. 55Item 2. 55Item 6. 5657Statements. For the Three Months Ended
June 30, For the Six Months Ended
June 30, 2017 2016 2017 2016 $ 5,986 $ 6,302 $ 12,400 $ 12,757 3,662 3,786 7,551 7,706 2,324 2,516 4,849 5,051 1,449 1,668 2,924 3,283 187 166 353 320 3 – 3 – 44 44 88 88 641 638 1,481 1,360 124 151 243 395 517 487 1,238 965 (84 ) (118 ) (238 ) (167 ) – – – 43 67 102 133 187 500 471 1,133 1,028 (2 ) (7 ) (5 ) (10 ) $ 498 $ 464 $ 1,128 $ 1,018
Mondelēz International $ 0.33 $ 0.30 $ 0.74 $ 0.65
Mondelēz International $ 0.32 $ 0.29 $ 0.73 $ 0.64 $ 0.19 $ 0.17 $ 0.38 $ 0.34 For the Three Months Ended
March 31, 2018 2017 Net revenues $ 6,765 $ 6,414 Cost of sales 3,916 3,896 Gross profit 2,849 2,518 Selling, general and administrative expenses 1,527 1,483 Asset impairment and exit costs 54 166 Amortization of intangibles 44 44 Operating income 1,224 825 Benefit plan non-service income (13 ) (15 ) Interest and other expense, net 80 119 Earnings before income taxes 1,157 721 Provision for income taxes (307 ) (154 ) Equity method investment net earnings 94 66 Net earnings 944 633 Noncontrolling interest earnings (6 ) (3 ) Net earnings attributable to Mondelēz International $ 938 $ 630 Per share data: Basic earnings per share attributable to Mondelēz International $ 0.63 $ 0.41 Diluted earnings per share attributable to Mondelēz International $ 0.62 $ 0.41 Dividends declared $ 0.22 $ 0.19 For the Three Months Ended
June 30, For the Six Months Ended
June 30, 2017 2016 2017 2016 $ 500 $ 471 $ 1,133 $ 1,028 380 (528 ) 923 103 (33 ) 110 (32 ) 104 12 17 30 10 359 (401 ) 921 217 859 70 2,054 1,245 14 (7 ) 21 9
Mondelēz International $ 845 $ 77 $ 2,033 $ 1,236 For the Three Months Ended
March 31, 2018 2017 Net earnings $ 944 $ 633 Other comprehensive earnings/(losses), net of tax: Currency translation adjustment 207 543 Pension and other benefit plans (6 ) 1 Derivative cash flow hedges (46 ) 18 Total other comprehensive earnings/(losses) 155 562 Comprehensive earnings 1,099 1,195 less: Comprehensive earnings/(losses) attributable to noncontrolling interests 21 7 Comprehensive earnings attributable to Mondelēz International $ 1,078 $ 1,188 June 30, December 31, 2017 2016 $ 1,397 $ 1,741
and $58 at December 31, 2016) 2,395 2,611
and $93 at December 31, 2016) 913 859 2,710 2,469 778 800 8,193 8,480 8,444 8,229 20,915 20,276 18,514 18,101 144 159 347 358 5,853 5,585 347 350 $ 62,757 $ 61,538 $ 4,813 $ 2,531 742 1,451 5,012 5,318 1,574 1,745 603 736 2,819 2,636 15,563 14,417 13,226 13,217 4,587 4,721 1,708 2,014 393 382 1,488 1,572 36,965 36,323
1,996,537,778 shares issued at June 30, 2017 and December 31, 2016) – – 31,860 31,847 21,648 21,149 (10,217 ) (11,122 )
468,172,237 shares at December 31, 2016) (17,571 ) (16,713 ) 25,720 25,161 72 54 25,792 25,215 $ 62,757 $ 61,538 March 31,
2018 December 31,
2017ASSETS Cash and cash equivalents $ 1,130 $ 761 3,113 2,691 841 835 Inventories, net 2,620 2,557 Other current assets 666 676 Total current assets 8,370 7,520 Property, plant and equipment, net 8,792 8,677 Goodwill 21,301 21,085 Intangible assets, net 18,810 18,639 Prepaid pension assets 160 158 Deferred income taxes 301 319 Equity method investments 6,347 6,345 Other assets 422 366 TOTAL ASSETS $ 64,503 $ 63,109 LIABILITIES Short-term borrowings $ 4,779 $ 3,517 Current portion of long-term debt 829 1,163 Accounts payable 5,727 5,705 Accrued marketing 1,847 1,728 Accrued employment costs 617 721 Other current liabilities 2,999 2,959 Total current liabilities 16,798 15,793 Long-term debt 13,180 12,972 Deferred income taxes 3,419 3,376 Accrued pension costs 1,548 1,669 Accrued postretirement health care costs 419 419 Other liabilities 2,589 2,689 TOTAL LIABILITIES 37,953 36,918 Commitments and Contingencies (Note 12) EQUITY Common Stock, no par value (5,000,000,000 shares authorized and 1,996,537,778 shares issued at March 31, 2018 and December 31, 2017) — — Additional paid-in capital 31,876 31,915 Retained earnings 23,315 22,749 Accumulated other comprehensive losses (9,858 ) (9,998 ) (18,881 ) (18,555 ) Total Mondelēz International Shareholders’ Equity 26,452 26,111 Noncontrolling interest 98 80 TOTAL EQUITY 26,550 26,191 TOTAL LIABILITIES AND EQUITY $ 64,503 $ 63,109 Mondelēz International Shareholders’ Equity Common
Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Earnings/
(Losses) Treasury
Stock Noncontrolling
Interest* Total
Equity $ – $ 31,760 $ 20,700 $ (9,986 ) $ (14,462 ) $ 88 $ 28,100 – – 1,659 – – 10 1,669 – – – (1,136 ) – (17 ) (1,153 ) – 87 (94 ) – 350 – 343 – – – – (2,601 ) – (2,601 ) – – (1,116 ) – – – (1,116 ) – – – – – (27 ) (27 ) $ – $ 31,847 $ 21,149 $ (11,122 ) $ (16,713 ) $ 54 $ 25,215 – – 1,128 – – 5 1,133 – – – 905 – 16 921 – 13 (48 ) – 251 – 216 – – – – (1,109 ) – (1,109 ) – – (581 ) – – – (581 ) – – – – – (3 ) (3 ) $ – $ 31,860 $ 21,648 $ (10,217 ) $ (17,571 ) $ 72 $ 25,792 Mondelēz International Shareholders’ Equity Balances at January 1, 2017 $ — $ 31,847 $ 21,149 $ (11,122 ) $ (16,713 ) $ 54 $ 25,215 Comprehensive earnings/(losses): Net earnings — — 2,922 — — 14 2,936 Other comprehensive earnings/(losses), net of income taxes — — — 1,124 — 28 1,152 Exercise of stock options and issuance of other stock awards — 68 (83 ) — 360 — 345 Common Stock repurchased — — — — (2,202 ) — (2,202 ) Cash dividends declared ($0.82 per share) — — (1,239 ) — — — (1,239 ) Dividends paid on noncontrolling interest and other activities — — — — — (16 ) (16 ) Balances at December 31, 2017 $ — $ 31,915 $ 22,749 $ (9,998 ) $ (18,555 ) $ 80 $ 26,191 Comprehensive earnings/(losses): Net earnings — — 938 — — 6 944 Other comprehensive earnings/(losses), net of income taxes — — — 140 — 15 155 Exercise of stock options and issuance of other stock awards — (39 ) (51 ) — 174 — 84 Common Stock repurchased — — — — (500 ) — (500 ) Cash dividends declared ($0.22 per share) — — (327 ) — — — (327 ) Dividends paid on noncontrolling interest and other activities — — 6 — — (3 ) 3 Balances at March 31, 2018 $ — $ 31,876 $ 23,315 $ (9,858 ) $ (18,881 ) $ 98 $ 26,550 * Noncontrolling interest as of June 30, 2016March 31, 2017 was $84$61 million, as compared to $88$54 million as of January 1, 2016.2017. The change of $(4)$7 million during the sixthree months ended June 30, 2016March 31, 2017 was due to $(13) million of dividends paid, $(1)$4 million of other comprehensive earnings, net of taxes, offset by $10and $3 million of net earnings. For the Six Months Ended June 30, 2017 2016 $ 1,133 $ 1,028 395 408 77 72 – (86 ) 168 142 11 – – (43 ) 3 – (133 ) (187 ) 132 58 (29 ) 126 153 (27 ) (181 ) (63 ) (430 ) (319 ) (88 ) 23 (646 ) (457 ) (303 ) (338 ) 262 337 (488 ) (604 ) 169 – 33 99 (286 ) (505 ) 1,150 491 (1,141 ) (68 ) 2,230 2,008 350 1,149 (1,469 ) (1,757 ) (1,069 ) (1,312 ) (581 ) (537 ) 154 54 (376 ) 28 56 25 (344 ) (115 ) 1,741 1,870 $ 1,397 $ 1,755 For the Three Months Ended
March 31, 2018 2017 CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES Net earnings $ 944 $ 633 Adjustments to reconcile net earnings to operating cash flows: Depreciation and amortization 207 200 Stock-based compensation expense 28 39 U.S. tax reform transition tax 94 — Deferred income tax provision 47 13 Asset impairments and accelerated depreciation 28 80 Equity method investment net earnings (94 ) (66 ) Distributions from equity method investments 143 122 Other non-cash items, net (14 ) 43 Change in assets and liabilities, net of acquisitions and divestitures: Receivables, net (413 ) (454 ) Inventories, net (38 ) (95 ) Accounts payable (144 ) (443 ) Other current assets 46 126 Other current liabilities (317 ) (478 ) Change in pension and postretirement assets and liabilities, net (110 ) (277 ) Net cash provided by/(used in) operating activities 407 (557 ) CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES Capital expenditures (284 ) (306 ) Proceeds from sale of property, plant and equipment and other assets 10 19 Net cash used in investing activities (274 ) (287 ) CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES Issuances of commercial paper, maturities greater than 90 days 686 626 Repayments of commercial paper, maturities greater than 90 days (433 ) (513 ) Net issuances of other short-term borrowings 1,016 1,587 Long-term debt proceeds 463 350 Long-term debt repaid (738 ) (979 ) Repurchase of Common Stock (527 ) (461 ) Dividends paid (330 ) (292 ) Other 92 60 Net cash provided by financing activities 229 378 Effect of exchange rate changes on cash and cash equivalents 7 32 Cash and cash equivalents: Increase/(decrease) 369 (434 ) Balance at beginning of period 761 1,741 Balance at end of period $ 1,130 $ 1,307 2016.changed to the cost method of accounting forfully impaired our investment in our Venezuelan operations. As such, for all periods presented, we have excluded the results of operations, financial position and cash flows of our Venezuelan subsidiaries from our condensed consolidated financial statements.Segment Change:On October 1, 2016, We account for investments over which we integrated our Eastern Europe, Middle East,exercise significant influence under the equity method of accounting. Investments over which we do not have significant influence or control are not material and Africa (“EEMEA”) operating segment into our Europe and Asia Pacific operating segments to further leverage and optimizeare carried at cost as there is no readily determinable fair value for the operating scale built within the Europe and Asia Pacific regions. Russia, Ukraine, Turkey, Belarus, Georgia and Kazakhstan were combined within our Europe region, while the remaining Middle East and African countries were combined within our Asia Pacific region to form a new Asia, Middle East and Africa (“AMEA”) operating segment. We have reflected the segment change as if it had occurred in all periods presented.As of October 1, 2016, our operations and management structure were organized into four reportable operating segments:Latin Americaequity interests.AMEAEuropeNorth AmericaSee Note 15,Segment Reporting, for additional information on our segments.June 30, 2017,March 31, 2018, none of our consolidated subsidiaries were subject to highly inflationary accounting.June 30, 2017,March 31, 2018, the Argentinian economy was not designated as highly inflationary. At this time, we continue to record currency translation adjustments within equity and realized exchange gains and losses on transactions in earnings. Our Argentinian operations contributed $159$136 million, or 2.7%2.0% of consolidated net revenues in the three months and $301 million, or 2.4% of consolidated net revenues in the six months ended June 30, 2017,March 31, 2018, and our Argentinian operations had a net monetary liability position as of June 30, 2017.Ukraine. In the second quarter of 2017, based on projected inflation data published by the National Bank of Ukraine, Ukraine’s three-year cumulative inflation rate dropped below 100% and it is projected to stay below 100% in late 2017. As such, Ukraine is no longer designated highly inflationary and we continue to record currency translation adjustmentswithin equity and realized exchange gains and losses on transactions in earnings. Our Ukraine operations contributed $15 million, or 0.3%, of consolidated net revenues in the three months and $30 million, or 0.2% of consolidated net revenues in the six months ended June 30, 2017, and our Ukraine net monetary assets as of June 30, 2017 were not material.165160 countries and have operations in over 80 countries, we monitor economic and currency-related risks and seek to take protective measures in response to these exposures. Some of the countries in which we do business have recently experienced periods of significant economic uncertainty. These includeuncertainty and exchange rate volatility, including Brazil, China, Mexico, Russia, United Kingdom (Brexit), Ukraine, Turkey, Egypt, Nigeria and South Africa, most of which have had exchange rate volatility.Africa. We continue to monitor operations, currencies and net monetary exposures in these countries. At this time, we do not anticipate a risk to our operating results from changing to highly inflationary accounting in these countries.anon-recourse factoring arrangement with a major global bank for a maximum combined capacity of $1.0 billion. Under the program,arrangements in which we may sell eligible short-term trade receivables primarily to the bankbanks in exchange for cash. We may then continue to collect the receivables sold, acting solely as a collecting agent on behalf of the bank. The outstanding principal amount of receivables under this arrangement amounted to $594 million as of June 30, 2017 and $644 million as of December 31, 2016. The incremental cost of factoring receivables under this arrangement was recorded in net revenue and was approximately $2 million in the three months and $3 million in the six months ended June 30, 2017 and was $1 million in the three months and $2 million in the six months ended June 30, 2016. During our contract negotiations with customers, we also work with our customers to achieve earlier collection of receivables.banks. The outstanding principal amount of receivables under these arrangements amounted to $38$886 million as of June 30, 2017March 31, 2018 and $101$843 million as of December 31, 2016.2017. The incremental cost of these arrangementsfactoring receivables under this arrangement was recordednot material for all periods presented. The proceeds from the sales of receivables are included in net revenue and was less than $1 millioncash from operating activities in the three months and $1 million in the six months ended June 30, 2017 and was $2 million in the three months and $3 million in the six months ended June 30, 2016.May 2017,February 2018, the Financial Accounting Standards Board (“FASB”("FASB") issued an Accounting Standards Update (“ASU”("ASU") that permits entities to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the 2017 enactment of U.S. tax reform legislation. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently assessing the impact on our consolidated financial statements.are currently assessing the impactadopted this standard on our consolidated financial statementsJanuary 1, 2018 and do not anticipate athere was no material impact to our consolidated financial statements.In March 2017, the FASB issued an ASU to amend the amortization period for certain purchased callable debt securities held at a premium, shortening the period to the earliest call date instead of the maturity date. The standard does not impact securities held at a discount as the discount continues to be amortized to maturity. The ASU is applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period ofstatements upon adoption. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently assessing the impact on our consolidated financial statements and do not anticipate a material impact to our consolidated financial statements.are currently assessingadopted this standard on January 1, 2018 using a retrospective approach for all periods presented. As a result of this adoption, we have disaggregated the impact oncomponents of our consolidated financial statements.continue to assess the ASU basedadopted this standard on any pending or new transactions that may arise prior to the January 1, 2018 adoption date. At this time, we do not anticipate early adopting nor aand there was no material impact onto our consolidated financial statements.anticipate adoptingadopted this standard at the same time as the cash flow statement classification changes described below go into effect on January 1, 2018. We continue2018 and there was no material impact to assess the impact on our consolidated statement of cash flows.anticipate adoptingadopted this standard on January 1, 2018 and do not expect the ASUrecorded an immaterial cumulative-effect adjustment to have a material impact on our consolidated financial statements.anticipate adoptingadopted this standard on January 1, 2018. We continue2018 and there was no material impact to assess the impact on our consolidated statement of cash flows.assessassessment of the impact of the new standard across our operations and on our consolidated financial statements, which will consist primarily of recording lease assets and liabilities on our balance sheet for our operating leases.This ASU is not expectedWe adopted this standard on January 1, 2018 and there was no material impact to have a significant impact on our consolidated financial statements.early 2017, the FASB issued several ASUs that clarified principal versus agent (gross versus net) revenue presentation considerations, confirmed the accounting for certain prepaid stored-value products and clarified the guidance for identifying performance obligations within a contract, the accounting for licenses and partial sales of nonfinancial assets. The FASB also issued two ASUs providing technical corrections, narrow scope exceptions and practical expedients to clarify and improve the implementation of the new revenue recognition guidance. The revenue guidance is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date (annual reporting periods beginning after December 15, 2016). The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment asWe adopted the newWe arefinalizing reviews and working on implementing the process, policy and disclosure changes that will go into effect on January 1, 2018. At this time, we do not expect aThere was no material financial impact from adopting the new revenue standards.Reclassifications:Certain amounts previously reported have been reclassifiedstandards in any of the historical periods presented. Refer to conform to current-year presentation. In connection with the October 1, 2016 segment change describedsee Notes 5,Goodwill and Intangible Assets; 6,2014-2018 Restructuring Program;and 15,Note 16, Segment Reporting, for information on related changes made to prior-period segment goodwill, net revenues and earnings aligned with the new segment structure. We also reclassified certain amounts previously reported within our condensed consolidated statements of cash flows, condensed consolidated statements of comprehensive earnings and Note 12,Reclassifications from Accumulated Other Comprehensive Income, to be consistent with the current-year presentation.additional information.JDE Coffee Business Transactions:July 2, 2015,December 28, 2017, we completed transactions to combine our wholly owned coffee businesses with those of D.E Master Blenders 1753 B.V. (“DEMB”) to create a new company, Jacobs Douwe Egberts (“JDE”). Following the exchangesale of a portionconfectionery business in Japan. We received cash proceeds of ¥2.8 billion ($24 million as of December 28, 2017) and recorded an immaterial pre-tax loss on the divestiture within our AMEA segment.investment in JDE for an interest in Keurig Green Mountain, Inc. (“Keurig”) in March 2016, we held a 26.5% equity interest in JDE. (See discussion underKeurig Transactionbelow.) The remaining 73.5% equity interest in JDE was held by a subsidiarymethod investments and received cash proceeds of Acorn Holdings B.V. (“AHBV,” owner of DEMB prior to July 2, 2015). Following the transactions discussed underJDE Stock-Based Compensation Arrangementsbelow, as of June 30, 2017, we hold a 26.5% voting interest, a 26.4% ownership interest and a 26.2% profit and dividend sharing interest in JDE.$65 million. We recorded $19a pre-tax gain of $40 million within the gain on equity method investment transactions and $15 million of JDE equity earnings for three monthstax expense.$38 million forwe each granted the six months ended June 30,other various licenses to use certain trademarks in connection with particular product categories in specified jurisdictions. On August 17, 2017, and $45 million for the three months and $92 million for the six months ended June 30, 2016. We also recorded $49 million of cash dividends received during the first quarter of 2017.JDE Stock-Based Compensation Arrangements:On June 30, 2016, we entered into two agreements with AHBVKHC to terminate the licenses of certain KHC-owned brands used in our grocery business within our Europe region and its affiliates to establish a new stock-based compensation arrangement tiedtransfer to KHC inventory and certain other assets. On August 17, 2017, the issuancefirst transaction closed and we received cash proceeds of JDE equity compensation awards to JDE employees. This arrangement replaced a temporary equity compensation program tied to the issuance of AHBV equity compensation to JDE employees. New Class C, D and E JDE shares were authorized and issued for investments made by, and vested stock-based compensation awards granted to, JDE employees. Under these arrangements, share ownership dilution from the JDE Class C, D and E shareholders is limited to 2%. We retained our 26.5% voting rights and have a slightly lower portion of JDE’s profits and dividends than our shareholder ownership interest as certain employee shareholders receive a slightly larger share. Upon execution of the agreements and the creation of the Class C, D and E JDE shares, as a percentage of the total JDE issued shares, our Class B shares decreased from 26.5% to 26.4% and AHBV’s Class A shares decreased from 73.5% to 73.22%, while the Class C, D and E shares, held by AHBV and its affiliates until the JDE employee awards vest, comprised 0.38% of JDE’s shares. Additional Class C shares are available to be issued when planned long-term incentive plan (“JDE LTIP”) awards vest, generally over the next five years. When the JDE Class C shares are issued in connection with the vested JDE LTIP awards, the Class A and B relative ownership interests will decrease. Based on estimated achievement and forfeiture assumptions, we do not expect our JDE ownership interest to decrease below 26.27%.Keurig Transaction:On March 3, 2016, a subsidiary of AHBV completed a $13.9 billion acquisition of all of the outstanding common stock of Keurig through a merger transaction. On March 7, 2016, we exchanged with a subsidiary of AHBV a portion of our equity interest in JDE with a carrying value of€1.7 billion (approximately $2.0 billion€9 million ($11 million as of March 7, 2016) for an interest in Keurig with a fair valueAugust 17, 2017) and on October 23, 2017, the second transaction closed and we received cash proceeds of $2.0 billion based on the merger consideration per share for Keurig. We recorded the difference between the fair value€2 million ($3 million as of Keurig and our basis in JDE shares as a $43 millionOctober 23, 2017). The gain on the equity method investment exchange in March 2016. Immediately following the exchange, our ownership interest in JDEboth transactions combined was 26.5% and our interest in Keurig was 24.2%. Both AHBV and we hold our investments in Keurig through a combination of equity and interests in a shareholder loan, withpro-rata ownership of each. Our initial $2.0 billion investment in Keurig includes a $1.6 billion Keurig equity interest and a $0.4 billion shareholder loan receivable, which are reported on a combined basis within equity method investments on our condensed consolidated balance sheet as of June 30, 2017. The shareholder loan has a 5.5% interest rate and is payable at the end of a seven-year term on February 27, 2023. We recorded Keurig equity earnings, shareholder loan interest and dividends of $15 million, $6 million and $2 million during the three months and $29 million, $12 million and $6 million during the six months ended June 30, 2017. In 2016, we recorded Keurig equity earnings, shareholder loan interest and dividends of $21 million, $6 million and no dividends during the three months and $29 million, $8 million and $2 million during the four months ended June 30, 2016.Other Divestitures and Acquisitions: and we expect to make a final working capital adjustment next quarter.. We divested approximately $25$27 million of current assets, approximately $135 million ofnon-current assets and approximately $5$4 million of current liabilities based on the July 4, 2017 exchange rate.net cash of approximately€157 €157 million ($169 million as of April 28, 2017) at the transaction date, for proceeds, net of cash indivested with the businesses which transferred to the buyer. Sales price adjustments related to employee-related liabilities and working capital transferred at closing will be settled in the remainder of 2017. The sale was subject to E.U. and local regulatory approvals, completion of employee consultation requirements and additional steps to prepare the assets for transfer. During the fourth quarter of 2016, the buyer obtained anti-trust clearance in all markets where it was required and we received the Works Council approval.businesses. On April 28, 2017, we divested $44 million of current assets, $155 million ofnon-current assets, $8 million of current liabilities and $22 million ofnon-current liabilities based on the April 28, 2017euro-to-U.S. dollar exchange rate. During the three months ended March 31, 2018, we reversed $3 million of accrued expenses no longer required. We incurred $18 million of divestiture-related costs in the three months ended March 31, 2017. We recorded a $3 million loss on the sale during the three months ended June 30, 2017. We also incurred divestiture-related costs of $3 million in the three months and $21 million in the six months ended June 30, 2017, and $84 million for the three and six months ended June 30, 2016. TheseDivestiture-related costs were recorded within cost of sales and selling, general and administrative expenses ofprimarily within our Europe segment. In prior periods, we recorded a $5 million impairment charge in May 2016 for a candy trademark to reduce the overall net assets to the estimated net sales proceeds after transaction costs. On March 31, 2016, we recorded a $14 million impairment charge for another gum & candy trademark as a portion of its carrying value would not be recoverable based on future cash flows expected under a planned license agreement with the buyer.On November 2, 2016, we purchased from Burton’s Biscuit Company certain intangibles, which include the license to manufacture, market and sell Cadbury-branded biscuits in additional key markets around the world, including in the U.K., France, Ireland, North America and Saudi Arabia. The transaction was accounted for as a business combination. Total cash paid for the acquired assets was £199 million ($245 million as€14 million ($16 million as of May 2, 2016) and we divested $8 million of indefinite-lived intangible assets and less than $1 million of other assets. We received cash proceeds of€12 million ($14 million as of May 2, 2016) upon closing and another€2 million ($2 million as of October 31, 2016) following the completion of post-closing requirements. The additional $2 million of consideration increased thepre-tax gain of $6 million recorded in the second quarter of 2016 to a total 2016pre-tax gain of $8 million.Sales of Property:In the second quarter of 2016, we sold property within our North America segment and from our centrally held corporate assets. The North America sale generated cash proceeds of $40 million and apre-tax gain of $33 million. The corporate aircraft sale generated cash proceeds of $20 million and apre-tax gain of $6 million. The gains were recorded within selling, general and administrative expenses and cash proceeds were recorded in cash flows from other investing activities in the six months ended June 30, 2016. As of June 30, As of December 31, 2017 2016 (in millions) $ 757 $ 722 2,087 1,865 2,844 2,587 (134 ) (118 ) $ 2,710 $ 2,469 As of March 31,
2018 As of December 31,
2017 (in millions) Raw materials $ 736 $ 711 Finished product 2,005 1,975 2,741 2,686 Inventory reserves (121 ) (129 ) Inventories, net $ 2,620 $ 2,557 As of June 30, As of December 31, 2017 2016 (in millions) $ 484 $ 471 2,946 2,801 10,920 10,302 1,027 1,113 15,377 14,687 (6,933 ) (6,458 ) $ 8,444 $ 8,229 As of March 31,
2018 As of December 31,
2017 (in millions) Land and land improvements $ 457 $ 458 Buildings and building improvements 3,086 2,979 Machinery and equipment 11,402 11,195 Construction in progress 998 1,048 15,943 15,680 Accumulated depreciation (7,151 ) (7,003 ) Property, plant and equipment, net $ 8,792 $ 8,677 sixthree months ended June 30, 2017,March 31, 2018, capital expenditures of $488$284 million excluded $190$252 million of accrued capital expenditures remaining unpaid at June 30,March 31, 2018 and included payment for a portion of the $357 million of capital expenditures that were accrued and unpaid at December 31, 2017. For the three months ended March 31, 2017, capital expenditures of $306 million excluded $186 million of accrued capital expenditures remaining unpaid at March 31, 2017 and included payment for a portion of the $343 million of capital expenditures that were accrued and unpaid at December 31, 2016. For the six months ended June 30, 2016, capital expenditures of $604 million excluded $222 million of accrued capital expenditures remaining unpaid at June 30, 2016 and included payment for $322 million of capital expenditures that were accrued and unpaid at December 31, 2015. asset property, plant and equipment write-downs (including accelerated depreciation and asset impairments) of $47$23 million in the three months ended March 31, 2018 and $118 million in the six months ended June 30, 2017 and $61$71 million in the three months and $113 million in the six months ended June 30, 2016March 31, 2017 (see Note 6,7, 2014-2018 Restructuring Program). These charges related to property, plant and equipment were recorded in the condensed consolidated statements of earnings within asset impairment and exit costs and in the segment results as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2017 2016 2017 2016 (in millions) $ 6 $ 8 $ 12 $ 13 30 12 42 21 4 17 42 38 7 22 22 39 – 2 – 2 $ 47 $ 61 $ 118 $ 113 For the Three Months Ended
March 31, 2018 2017 (in millions) Latin America $ 8 $ 6 AMEA 4 12 Europe 5 37 North America 6 15 Corporate — 1 Non-cash property, plant and equipment write-downs $ 23 $ 71 reflects our current segment structure for both periods presented: As of June 30, As of December 31, 2017 2016 (in millions) $ 925 $ 897 3,413 3,324 7,667 7,170 8,910 8,885 $ 20,915 $ 20,276 As of March 31,
2018 As of December 31,
2017 (in millions) Latin America $ 924 $ 901 AMEA 3,391 3,371 Europe 8,072 7,880 North America 8,914 8,933 Goodwill $ 21,301 $ 21,085 As of June 30, As of December 31, 2017 2016 (in millions) $ 17,465 $ 17,004 2,389 2,315 19,854 19,319 (1,340 ) (1,218 ) $ 18,514 $ 18,101 As of March 31,
2018 As of December 31,
2017 (in millions) Non-amortizable intangible assets $ 17,868 $ 17,671 Amortizable intangible assets 2,426 2,386 20,294 20,057 Accumulated amortization (1,484 ) (1,418 ) Intangible assets, net $ 18,810 $ 18,639 agreements. At June 30, 2017, the weighted-average life of our amortizable intangible assets was 13.6 years.in each offor the three months ended March 31, 2018 and $88 million in each of the six months ended June 30, 2017 and June 30, 2016.March 31, 2017. For the next five years, we currently estimate annual amortization expense of approximately $175$178 million for the next fourthree years and approximately $85$87 million in yearyears four and five reflecting June 30, 2017(reflecting March 31, 2018 exchange rates. Goodwill Intangible
Assets, at cost (in millions) $ 20,276 $ 19,319 651 634 (23 ) (62 ) 12 – – (38 ) (1 ) 1 $ 20,915 $ 19,854 Changes to goodwill and intangibles were:•Divestiture – During the second quarter of 2017, we divested several manufacturing facilities primarily in France and as a result of the divestiture, $23 million of goodwill and $62 million of amortizable andnon-amortizable intangible assets. See Note 2,Divestitures and Acquisitions, for additional information.•Acquisition – During the second quarter of 2017, we recorded a $12 million adjustment to goodwill in connection with our preliminary purchase price allocation for the Burton’s Biscuit Company purchase completed in the fourth quarter of 2016. See Note 2,Divestitures and Acquisitions, for additional information.Asset impairment – During the second quarter of 2017, we recorded a $38 million intangible asset impairment charge resulting from a category decline and lower than expected product growth related to a gum trademark in our North America segment. Goodwill (in millions) Balance at January 1, 2018 $ 21,085 $ 20,057 Currency/other 216 237 Balance at March 31, 2018 $ 21,301 $ 20,294 20162017 annual testing ofnon-amortizable intangible assets, we recorded $98$70 million of impairment charges in the fourththird quarter of 20162017 related to five trademarks recorded across all regions. We also noted nineDuring that annual review, we identified thirteen brands, including the five impaired trademarks, with $630$980 million of aggregate book value as of DecemberMarch 31, 20162018 that each had a fair value in excess of book value of 10% or less. We believe our current plans for each of these brands will allow them to continue to not be impaired, but if the product line expectations are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then a brand or brands could become impaired in the future.$2.9$3.4 billion related to the 2014-2018 Restructuring Program. We expect to incur the full $4.1 billion of program charges by year-end 2018.year-end 2018.$148$52 million in the three months ended March 31, 2018 and $305 million in the six months ended June 30, 2017 and $154$157 million in the three months and $293 million in the six months ended June 30, 2016March 31, 2017 within asset impairment and exit costs. The 2014-2018 Restructuring Program liability activity for the sixthree months ended June 30, 2017March 31, 2018 was: Severance
and related
costs Asset
Write-downs Total (in millions) $ 464 $ – $ 464 184 121 305 (162 ) – (162 ) (5 ) (121 ) (126 ) 19 – 19 $ 500 $ – $ 500 Total (in millions) Liability balance, January 1, 2018 $ 464 $ — $ 464 Charges 28 24 52 Cash spent (79 ) — (79 ) Non-cash settlements/adjustments (1 ) (24 ) (25 ) Currency 4 — 4 Liability balance, March 31, 2018 $ 416 $ — $ 416 $78$79 million in the three months ended March 31, 2018 and $162 million in the six months ended June 30, 2017 and $86$84 million in the three months and $160 million in the six months ended June 30, 2016March 31, 2017 in cash severance and related costs. We also recognizednon-cash pension settlement losses (See Note 9,Benefit Plans),non-cash asset write-downs (including accelerated depreciation and asset impairments) and othernon-cash adjustments totaling $54$25 million in the three months and $126 million in the six months ended June 30, 2017March 31, 2018 and $72 million in the three months and $124 million in the six months ended June 30, 2016.March 31, 2017. At June 30, 2017, $435March 31, 2018, $372 million of our net restructuring liability was recorded within other current liabilities and $65$44 million was recorded within other long-term liabilities.$63$62 million in the three months ended March 31, 2018 and $117 million in the six months ended June 30, 2017 and $74$54 million in the three months and $172 million in the six months ended June 30, 2016.March 31, 2017. We recorded these costs within cost of sales and general corporate expense within selling, general and administrative expenses.and six months ended June 30,March 31, 2018 and March 31, 2017, and June 30, 2016, and since inception of the 2014-2018 Restructuring Program, we recorded restructuring and implementation costs within operating income by segment (as revised to reflect our current segment structure) as follows: Latin North America AMEA Europe America (1) Corporate (2) Total (in millions)
June 30, 2017 $ 8 $ 48 $ 50 $ 33 $ 9 $ 148 10 10 19 13 11 63 $ 18 $ 58 $ 69 $ 46 $ 20 $ 211
June 30, 2017 $ 31 $ 73 $ 119 $ 72 $ 10 $ 305 20 20 31 25 21 117 $ 51 $ 93 $ 150 $ 97 $ 31 $ 422
June 30, 2016 $ 32 $ 34 $ 45 $ 36 $ 7 $ 154 12 10 3 35 14 74 $ 44 $ 44 $ 48 $ 71 $ 21 $ 228
June 30, 2016 $ 44 $ 63 $ 112 $ 68 $ 6 $ 293 19 18 33 72 30 172 $ 63 $ 81 $ 145 $ 140 $ 36 $ 465 $ 369 $ 382 $ 768 $ 425 $ 60 $ 2,004 128 104 235 221 199 887 $ 497 $ 486 $ 1,003 $ 646 $ 259 $ 2,891 AMEA Europe Total (in millions) For the Three Months Ended March 31, 2018 Restructuring Costs $ 24 $ 6 $ 7 $ 12 $ 3 $ 52 Implementation Costs 15 12 16 17 2 62 Total $ 39 $ 18 $ 23 $ 29 $ 5 $ 114 For the Three Months Ended March 31, 2017 Restructuring Costs $ 24 $ 27 $ 69 $ 38 $ (1 ) $ 157 Implementation Costs 9 8 12 13 12 54 Total $ 33 $ 35 $ 81 $ 51 $ 11 $ 211 Restructuring Costs $ 454 $ 454 $ 851 $ 460 $ 67 $ 2,286 Implementation Costs 167 141 288 270 223 1,089 Total $ 621 $ 595 $ 1,139 $ 730 $ 290 $ 3,375 (1) During 20172018 and 2016,2017, our North America region implementation costs included incremental costs that we incurred related tore-negotiating renegotiating collective bargaining agreements that expired at the end ofin February 2016 for eight U.S. facilities and related to executing business continuity plans for the North America business.(2) Includes adjustment for rounding. (3) Includes all charges recorded since program inception on May 6, 2014 through June 30, 2017.March 31, 2018.7.8. Debt and Borrowing Arrangements As of June 30, 2017 As of December 31, 2016 Amount Weighted- Amount Weighted- Outstanding Average Rate Outstanding Average Rate (in millions) (in millions) $ 4,219 1.2% $ 2,371 1.0% 594 6.9% 160 10.6% $ 4,813 $ 2,531 As of March 31, 2018 As of December 31, 2017 (in millions) (in millions) Commercial paper $ 4,459 2.2 % $ 3,410 1.7 % Bank loans 320 12.9 % 107 11.5 % Total short-term borrowings $ 4,779 $ 3,517 June 30, 2017,March 31, 2018, commercial paper issued and outstanding had between 32 and 89118 days remaining to maturity. Commercial paper borrowings increased sinceyear-end year end primarily as a result of issuances to finance the payment of long-term debt maturities, dividend payments and share repurchases during the quarter.$2.2$1.8 billion at June 30, 2017March 31, 2018 and $1.8$2.0 billion at December 31, 2016.2017. Borrowings on these lines were $594$320 million at June 30, 2017March 31, 2018 and $160$107 million at December 31, 2016. Short-term bank loans and cash and cash equivalents increased at2017.end of the second quarter as scheduled cash sweeps, which normally transfer cash between accounts to fund obligations, did not occur. As a result, temporary bank overdrafts resulted in the accounts scheduled to be funded and were recorded within short-term bank loans and funded in early July.Borrowing Arrangements:On March 1, 2017, to supplement our commercial paper program,tender offer described below, we entered into a $1.5$2.0 billion revolving credit agreement for a364-day senior unsecured credit facility that is scheduled to expire on February 28, 2018.April 1, 2019. The agreement includes the same terms and conditions as our existing $4.5 billion multi-year credit facility discussed below. On April 17, 2018, we borrowed $714 million on this facility to fund the debt tender described below and availability under the facility was reduced to match the borrowed amount.June 30, 2017,March 31, 2018, no amounts were drawn on the facility.June 30, 2017,March 31, 2018, we complied with this covenant as our shareholders’ equity, as defined by the covenant, was $35.9$36.3 billion. The revolving credit facility agreement also contains customary representations, covenants and events of default. There are no credit rating triggers, provisions or other financial covenants that could require us to post collateral as security. As of June 30, 2017,March 31, 2018, no amounts were drawn on the facility.12, 2017,17, 2018, we discharged $488completed a cash tender offer and retired $570 million of the long-term U.S. dollar debt consisting of:U.S. dollar-denominated debt. notes due in February 2040paid $504 million, representing principal as well as pastfinanced the repurchase of the notes, including the payment of accrued interest and future interest accrualsother costs incurred, from February 2017 through the August 2017 maturity date. We recorded an $11 million$2.0 billion revolving credit agreement entered into on April 2, 2018. The related loss on debt extinguishment within interest expense and a $5 million reductionrelated expenses will be finalized in accrued interest.30, 2017,fr.175 million of our 0.000% Swiss franc-denominated notes matured. The notes and accrued interest to date were paid with net proceeds from thefr.350 million Swiss franc-denominated notes issued on March 13, 2017.On March 13, 2017,2, 2018, we launched an offering offr.350 C$600 million of Swiss franc-denominated3.250% Canadian-dollar denominated notes or $349 million in U.S. dollars as ofthat mature on March 31, 2017, consisting of:•fr.225 million (or $224 million) of 0.050% fixed rate notes that mature on March 30, 2020•fr.125 million (or $125 million) of 0.617% fixed rate notes that mature on September 30, 202430, 2017,7, 2018, we received net proceeds offr.349C$595 million (or $349$461 million) that wereof proceeds, net of discounts and underwriting fees, to be used for general corporate purposes.January 26, 2017,€750February 1, 2018, $478 million of our 1.125% euro-denominated6.125% U.S. dollar notes matured. The notes and accrued interest to date were paid with the issuance of commercial paper and cash on hand.June 30,December 31, 2017 and 2.2% as of December 31, 2016, down from 3.7% as of December 31, 2015.June 30, 2017March 31, 2018 and December 31, 20162017 reflects current market interest rates and approximates the amounts we have recorded on our condensed consolidated balance sheets. The fair value of our long-term debt was determined using quoted prices in active markets (Level 1 valuation data) for the publicly traded debt obligations. At June 30,March 31, 2018, the aggregate fair value of our total debt was $19,337 million and its carrying value was $18,788 million. At December 31, 2017, the aggregate fair value of our total debt was $19,477$18,354 million and its carrying value was $18,781$17,652 million. At December 31, 2016, the aggregate fair value of our total debt was $17,882 million and its carrying value was $17,199 million.within our results of continuing operations consisted of: For the Three Months Ended For the Six Months Ended June 30, June 30, 2017 2016 2017 2016 (in millions) $ 103 $ 135 $ 206 $ 271 11 – 11 – – – – 97 10 16 26 27 $ 124 $ 151 $ 243 $ 395 For the Three Months Ended
March 31, 2018 2017 (in millions) Interest expense, debt $ 102 $ 103 Gain related to interest rate swaps (14 ) — Other (income)/expense, net (8 ) 16 Interest and other expense, net $ 80 $ 119 8,9, Financial Instruments, for information on the lossgain related to U.S. dollar interest rate swaps no longer designated as accounting cash flow hedges during the first quarter of 2016.2018.8.9. Financial Instruments As of June 30, 2017 As of December 31, 2016 Asset Liability Asset Liability Derivatives Derivatives Derivatives Derivatives (in millions)
accounting hedges: $ 2 $ 1 $ 19 $ 8 1 9 17 22 22 246 108 19 $ 25 $ 256 $ 144 $ 49
accounting hedges: $ 51 $ 49 $ 29 $ 43 57 234 112 167 22 15 27 19 $ 130 $ 298 $ 168 $ 229 $ 155 $ 554 $ 312 $ 278 As of March 31, 2018 As of December 31, 2017 (in millions) Interest rate contracts $ 29 $ 686 $ 15 $ 509 Net investment hedge contracts 45 55 — — $ 74 $ 741 $ 15 $ 509 Currency exchange contracts $ 65 $ 63 $ 65 $ 76 Commodity contracts 192 129 84 229 Interest rate contracts 8 5 15 11 $ 265 $ 197 $ 164 $ 316 Total fair value $ 339 $ 938 $ 179 $ 825 and fair value hedges and derivativesnet investment hedge contracts. Derivatives not designated as accounting hedges include our economic hedges.Non-U.S. dollar denominated debt, designated as a hedge of our net investments innon-U.S. operations, is not reflected in the table above, but is included in long-term debt summarized in Note 7,8, Debt and Borrowing Arrangements.Arrangements. We record derivative assets and liabilities on a gross basis on our condensed consolidated balance sheets. The fair value of our asset derivatives is recorded within other current assets and the fair value of our liability derivatives is recorded within other current liabilities. As of June 30, 2017 Quoted Prices in Active Markets Significant Significant Total for Identical Other Observable Unobservable Fair Value of Net Assets Inputs Inputs Asset/(Liability) (Level 1) (Level 2) (Level 3) (in millions) $ 3 $ – $ 3 $ – (185 ) (175 ) (10 ) – (217 ) – (217 ) – $ (399 ) $ (175 ) $ (224 ) $ – As of December 31, 2016 Quoted Prices in Active Markets Significant Significant Total for Identical Other Observable Unobservable Fair Value of Net Assets Inputs Inputs Asset/(Liability) (Level 1) (Level 2) (Level 3) (in millions) $ (3 ) $ – $ (3 ) $ – (60 ) (86 ) 26 – 97 – 97 – $ 34 $ (86 ) $ 120 $ – As of March 31, 2018 (in millions) Currency exchange contracts $ 2 $ — $ 2 $ — Commodity contracts 63 15 48 — Interest rate contracts (654 ) — (654 ) — Net investment hedge contracts (10 ) — (10 ) — Total derivatives $ (599 ) $ 15 $ (614 ) $ — As of December 31, 2017 (in millions) Currency exchange contracts $ (11 ) $ — $ (11 ) $ — Commodity contracts (145 ) (138 ) (7 ) — Interest rate contracts (490 ) — (490 ) — Total derivatives $ (646 ) $ (138 ) $ (508 ) $ — $270$38 million as of June 30, 2017March 31, 2018 and $133$171 million as of December 31, 20162017 within other current assets. Based on our net asset or liability positions with individual counterparties, in the event of default and immediate net settlement of all of our open positions, for derivatives we have in a net asset position, our counterparties would owe us a total of $95$30 million as of June 30, 2017March 31, 2018 and $48$34 million as of December 31, 2016.2017. As of June 30, 2017,March 31, 2018, we would have noowed $15 million for derivatives we have in a net liability position and as of December 31, 20162017, we would have owed $2 million forhad no derivatives we have in a net liability position.commodity and currency exchange OTC derivativesderivative contracts do not have a legal right ofset-off. In connection with our OTC derivatives that could benet-settled in the event of default, assuming all parties were to fail to comply with the terms of the agreements, for derivatives we have in a net liability position, we would owe $257 million as of June 30, 2017 and $40 million as of December 31, 2016, and for derivatives we have in a net asset position, our counterparties would owe us a total of $30 million as of June 30, 2017 and $162 million as of December 31, 2016. We manage the credit risk in connection with these and all our derivatives by entering into transactions with counterparties with investment grade credit ratings, limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties.derivativehedging instruments were: Notional Amount As of June 30, As of December 31, 2017 2016 (in millions) $ 2,992 $ 3,343 1,432 1,452 1,174 837 6,480 6,365 3,844 4,012 442 419 1,723 1,447 Notional Amount As of March 31, 2018 As of December 31, 2017 (in millions) Currency exchange contracts: Intercompany loans and forecasted interest payments $ 4,279 $ 7,089 Forecasted transactions 2,243 2,213 Commodity contracts 956 1,204 Interest rate contracts 7,477 6,532 Net investment hedge contracts 6,608 — Net investment hedge debt: Euro notes 3,777 3,679 British pound sterling notes 476 459 Swiss franc notes 1,468 1,694 Canadian dollar notes 465 — For the Three Months Ended
June 30, For the Six Months Ended
June 30, 2017 2016 2017 2016 (in millions) $ (103 ) $ (53 ) $ (121 ) $ (45 ) (4 ) 8 3 66 16 9 27 (57 ) $ (91 ) $ (36 ) $ (91 ) $ (36 ) After-tax gains/(losses) reclassified from accumulated other comprehensive earnings/(losses) into net earnings were: For the Three Months Ended
June 30, For the Six Months Ended
June 30, 2017 2016 2017 2016 (in millions) $ 1 $ (2 ) $ 1 $ 3 3 (6 ) (4 ) (9 ) – – – (60 ) $ 4 $ (8 ) $ (3 ) $ (66 ) After-tax gains/(losses) recognized in other comprehensive earnings/(losses) were: For the Three Months Ended
June 30, For the Six Months Ended
June 30, 2017 2016 2017 2016 (in millions) $ (14 ) $ 2 $ (26 ) $ (10 ) 6 14 6 9 24 (7 ) 47 (56 ) $ 16 $ 9 $ 27 $ (57 ) Cash flow hedge ineffectiveness was not material for all periods presented.Within For the Three Months Ended
March 31, 2018 2017 (in millions) Accumulated (loss)/gain at beginning of period $ (113 ) $ (121 ) Transfer of realized (gains)/losses in fair value to earnings (14 ) 7 Unrealized gain/(loss) in fair value (32 ) 11 Accumulated (loss)/gain at end of period $ (159 ) $ (103 ) For the Three Months Ended
March 31, 2018 2017 (in millions) Commodity contracts $ — $ (7 ) Interest rate contracts 14 — Total $ 14 $ (7 ) For the Three Months Ended
March 31, 2018 2017 (in millions) Currency exchange contracts – forecasted transactions $ — $ (6 ) Commodity contracts — (1 ) Interest rate contracts (32 ) 18 Total $ (32 ) $ 11 we recordedpre-tax losses of $97 million in the first quarter of 2016 related to amounts excluded from effectiveness testing. This amount relates tocertain forward-starting interest rate swaps no longer designated as cash flow hedges due to changes in financing plans. Due to lower overall costs and our decision to hedge a greater portionfor which the planned timing of our net investments in operations that use currencies other than the U.S. dollar as their functional currencies, we changed our plans to issue U.S. dollar-denominatedrelated forecasted debt and instead issued euro and Swiss franc-denominated notes in the first quarter of 2016. Amounts excluded from effectiveness testing were not material for all periods presented. andafter-tax (i) gains or losses reclassified from accumulated other comprehensive earnings/(losses) into earnings, (ii) gains or losses on ineffectiveness and (iii) gains or losses on amounts excluded from effectiveness testing in:cost of sales for commodity contracts;$20 million (net of taxes) for commodity cash flow hedges, unrealized gains of $1 million (net of taxes) for currency cash flow hedges and unrealized losses ofless than $1 million (net of taxes) for interest rate cash flow hedges to earnings during the next 12 months.June 30, 2017, we hedged transactionsMarch 31, 2018, our longest dated cash flow hedges were interest rate swaps that hedge forecasted to impact cash flowsinterest rate payments over the following periods:commodity transactions for periods not exceeding the next 6 months;interest rate transactions for periods not exceeding the next 65 years and 4 months; and7 months.currency exchange transactions for periods not exceeding the next 6 months. For the Three Months Ended
June 30, For the Six Months Ended
June 30, 2017 2016 2017 2016 (in millions) $ 1 $ 4 $ (2 ) $ 9 (1 ) (4 ) 2 (9 ) Fair value hedge ineffectiveness For the Three Months Ended
March 31, 2018 2017 (in millions) Borrowings $ 1 $ 4 Derivatives (1 ) (4 ) Total $ — $ — amounts excluded from effectiveness testing were not material for all periods presented.Economic Hedges:Pre-tax gains/(losses)is recorded in net earnings for economic hedges were: For the Three Months Ended
June 30, For the Six Months Ended
June 30,
Gain/(Loss)
Recognized 2017 2016 2017 2016 (in millions)
forecasted interest payments $ 3 $ 6 $ 5 $ 11 Interest and other expense, net 18 (46 ) 2 (77 ) Cost of sales 1 – (2 ) 8 Interest and other expense, net 2 8 2 12 Selling, general and administrative expenses (97 ) 31 (160 ) (13 ) Cost of sales $ (73 ) $ (1 ) $ (153 ) $ (59 ) As of March 31, 2018 As of December 31, 2017 (in millions) Notional value of borrowings (and related derivatives) $ (322 ) $ (801 ) Cumulative fair value hedging adjustments (1 ) — Carrying amount of borrowings $ (323 ) $ (801 ) Swiss franc-denominatedCanadian dollar-denominated debt were recorded within the cumulative translation adjustment section of other comprehensive income and were: For the Three Months Ended
June 30, For the Six Months Ended
June 30, Location of
Gain/(Loss)
Recognized in AOCI 2017 2016 2017 2016 (in millions) $ (168 ) $ 82 $ (196 ) $ (72 ) Currency (10 ) 63 (15 ) 86 Translation (49 ) 14 (64 ) (29 ) Adjustment For the Three Months Ended
March 31, 2018 2017 (in millions) Euro notes $ (75 ) $ (29 ) British pound sterling notes (13 ) (5 ) Swiss franc notes (26 ) (15 ) Canadian notes (2 ) — For the Three Months Ended March 31, 2018 2017 (in millions) Currency exchange contracts: $ 7 $ 2 Interest and other expense, net Forecasted transactions (7 ) (17 ) Cost of sales Forecasted transactions (5 ) (2 ) Interest and other expense, net Forecasted transactions (3 ) (1 ) Selling, general and administrative expenses Commodity contracts 149 (62 ) Cost of sales Total $ 141 $ (80 ) 9.10. Benefit Plans U.S. Plans Non-U.S. Plans For the Three Months Ended
June 30, For the Three Months Ended
June 30, 2017 2016 2017 2016 (in millions) $ 10 $ 14 $ 38 $ 39 16 15 49 62 (25 ) (24 ) (108 ) (111 ) 9 9 40 31 – 1 – (1 ) 18 12 1 (1 ) $ 28 $ 27 $ 20 $ 19 U.S. Plans Non-U.S. Plans For the Six Months Ended
June 30, For the Six Months Ended
June 30, 2017 2016 2017 2016 (in millions) $ 22 $ 27 $ 77 $ 77 31 31 97 122 (50 ) (48 ) (212 ) (221 ) 17 18 81 62 1 1 (1 ) (2 ) 21 16 2 (1 ) $ 42 $ 45 $ 44 $ 37 Within U.S. Plans Non-U.S. Plans For the Three Months Ended
March 31, For the Three Months Ended
March 31, 2018 2017 2018 2017 (in millions) Service cost $ 12 $ 12 $ 38 $ 39 Interest cost 15 15 52 48 Expected return on plan assets (22 ) (25 ) (117 ) (104 ) Amortization: Net loss from experience differences 11 8 42 41 Prior service cost/(benefit) 1 1 — (1 ) Settlement losses and other expenses 7 3 — 1 Net periodic pension cost $ 24 $ 14 $ 15 $ 24 losses/(gains) and other expenses are losses of $11$7 million for the three and six months ended June 30, 2017March 31, 2018 and $9$3 million for the three and six months ended June 30, 2016, that are related to our 2014-2018 Restructuring Program and are recorded within asset impairment and exit costs on our condensed consolidated statements of earnings.sixthree months ended June 30, 2017,March 31, 2018, we contributed $9$1 million to our U.S. pension plans and $369$143 million to ournon-U.S. pension plans. Thenon-U.S. amount included anon-recurring $250plans, including $107 million contribution made in connection with a new funding agreement for a Company planto plans in the U.K.United Kingdom and Ireland. We make contributions to our pension plans in accordance with local funding arrangements and statutory minimum funding requirements. Discretionary contributions are made to the extent that they are tax deductible and do not generate an excise tax liability.June 30, 2017,March 31, 2018, over the remainder of 2018, we plan to make further contributions of approximately $4$38 million to our U.S. plans and approximately $86$158 million to ournon-U.S. plans during the remainder of 2017. plans. Our actual contributions may be different due to many factors, including changes in tax and other benefit laws, significant differences between expected and actual pension asset performance or interest rates.costsbenefit consisted of the following: For the Three Months Ended
June 30, For the Six Months Ended
June 30, 2017 2016 2017 2016 (in millions) $ 2 $ 3 $ 4 $ 6 3 5 7 10 4 1 7 3 (10 ) (1 ) (20 ) (3 ) $ (1 ) $ 8 $ (2 ) $ 16 For the Three Months Ended
March 31, 2018 2017 (in millions) Service cost $ 2 $ 2 Interest cost 4 4 Amortization: Net loss from experience differences 4 3 (10 ) (10 ) Net periodic postretirement health care benefit $ — $ (1 ) (1) For the three and six months ended June 30,March 31, 2018 and March 31, 2017, amortization of prior service credit includesincluded an $8 million and $16 million gain respectively, related to a change in the eligibility requirement and a change in benefits to Medicare-eligible participants.costscost consisted of the following: For the Three Months Ended
June 30, For the Six Months Ended
June 30, 2017 2016 2017 2016 (in millions) $ 2 $ 1 $ 3 $ 3 1 2 2 3 (1 ) – (2 ) – $ 2 $ 3 $ 3 $ 6 For the Three Months Ended
March 31, 2018 2017 (in millions) Service cost $ 2 $ 1 Interest cost 1 1 Amortization of net gains (1 ) (1 ) Net periodic postemployment cost $ 2 $ 1 10.11. Stock Plans Shares Subject
to Option Weighted-
Average
Exercise or
Grant Price
Per Share Average
Remaining
Contractual
Term Aggregate
Intrinsic
Value 53,601,612 $ 28.02 6 years $ 874 million 6,012,140 43.20 26,600 44.30 6,038,740 43.20 (6,099,149 ) 27.38 $ 109 million (1,270,978 ) 38.80 52,270,225 29.59 6 years $ 711 million Balance at January 1, 2018 48,434,655 $29.92 5 years $ 626 million Annual grant to eligible employees 5,666,530 43.51 Additional options issued 10,820 43.92 Total options granted 5,677,350 43.51 (3,520,671 ) 24.92 $ 68 million Options canceled (282,433 ) 35.81 Balance at March 31, 2018 50,308,901 31.77 6 years $ 520 million (1) Cash received from options exercised was $113$85 million in the three months and $170 million in the six months ended June 30, 2017.March 31, 2018. The actual tax benefit realized and recorded in the provision for income taxes for the tax deductions from the option exercises totaled $10$8 million in the three months and $18 million in the six months ended June 30, 2017.March 31, 2018. Weighted-Average Weighted-Average Number Fair Value Aggregate of Shares Grant Date Per Share Fair Value 7,593,627 $ 24.29 Feb. 16, 2017 1,087,010 43.20 845,550 43.20 304,961 Various 40.39 2,237,521 42.82 $ 96 million (2,443,709 ) 43.01 $ 105 million (569,922 ) 39.59 6,817,517 22.38 Grant Date Balance at January 1, 2018 7,669,705 $39.74 Annual grant to eligible employees: Feb 22, 2018 Performance share units 1,048,770 51.23 Deferred stock units 788,310 43.51 103,743 Various 39.48 Total shares granted 1,940,823 47.47 $ 92 million (2,084,527 ) 38.28 $ 80 million (195,028 ) 38.80 Balance at March 31, 2018 7,330,973 42.23 (1) Includes performance share units and deferred stock units. (2) Includes performance share units, deferred stock units and historically granted restricted stock. The actual tax benefit realized and recorded in the provision for income taxes for the tax deductions from the shares vested totaled $1$4 million in the three months and $7 million for six months ended June 30, 2017.March 31, 2018.(3) The grant date fair value of performance share units is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of the Company’s stock on the grant date for performance-based components. The Monte Carlo simulation model incorporates the probability of achieving the total shareholder return market condition. Compensation expense is recognized using the grant date fair values regardless of whether the market condition is achieved, so long as the requisite service has been provided. During$7.7a total of $13.7 billion of our Common Stock through December 31, 2016.2018. On July 29, 2015,January 31, 2018, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in the share repurchase program, raising the authorization to $13.7$19.7 billion of Common Stock repurchases, and extended the program through December 31, 2018.2020. Repurchases under the program are determined by management and are wholly discretionary. Prior to January 1, 2017,2018, we had repurchased $10.8$13.0 billion of Common Stock pursuant to this authorization. During the sixthree months ended June 30, 2017,March 31, 2018, we repurchased approximately 2511.5 million shares of Common Stock at an average cost of $44.61$43.51 per share, or an aggregate cost of approximately $1,109 million,$0.5 billion, all of which was paid during the period except for approximately $40 million settled in July 2017.period. All share repurchases were funded through available cash and commercial paper issuances. As of June 30, 2017,March 31, 2018, we have $1.7$6.1 billion in remaining share repurchase capacity.11.12. Commitments and Contingencies5857 million as of June 30, 2017)March 31, 2018) of unpaid excise tax and an equivalent amount of penalties, as well as interest, related to production at the same Indian facility. We contested these demands for unpaid excise taxes, penalties and interest. On March 27, 2015, after several hearings, the Commissioner of the Excise Authority issued an order denying the excise exemption that we claimed for the Indian facility and confirming the Excise Authority’s demands for total taxes and penalties in the amount of 5.8 billion Indian rupees ($90 million as of June 30, 2017)March 31, 2018). We have appealed this order. In addition, the Excise Authority issued additional show cause notices in February 2015, and December 2015 and October 2017 on the same issue but covering the periods January to October 2014, and November 2014 to September 2015 and October 2015 to June 2017, respectively. These notices added a total of 2.44.9 billion Indian rupees ($3775 million as of June 30, 2017)March 31, 2018) of unpaid excise taxes as well as penalties to be determined up to an amount equivalent to that claimed by the Excise Authority plus interest. With theinterest.Services Tax in India in July 2017, we will not receive any further show cause notices for additional amounts on this issue. We believe that the decision to claim the excise tax benefit is valid and we are continuing to contest the show cause notices through the administrative and judicial process.In April 2013, the staff of the U.S. Commodity Futures Trading Commission (“CFTC”) advised us and Kraft Foods Group that it was investigating activities related to the trading of December 2011 wheat futures contracts that occurred prior to theSpin-Off of Kraft Foods Group. We cooperated with the staff in its investigation. . following its investigation of activities related to the trading of December 2011 wheat futures contracts that occurred prior to the spin-off of Kraft Foods Group. The complaint alleges that Kraft Foods Group and Mondelēz Global (1) manipulated or attempted to manipulate the wheat markets during the fall of 2011; (2) violated position limit levels for wheat futures and (3) engaged innon-competitive trades by trading both sides ofexchange-for-physical Chicago Board of Trade wheat contracts. The CFTC seeks civil monetary penalties of either triple the monetary gain for each violation of the Commodity Exchange Act (the “Act”) or $1 million for each violation of Section 6(c)(1), 6(c)(3) or 9(a)(2) of the Act and $140,000 for each additional violation of the Act, plus post-judgment interest; an order of permanent injunction prohibiting Kraft Foods Group and Mondelēz Global from violating specified provisions of the Act; disgorgement of profits; and costs and fees. In December 2015, the court denied Mondelēz Global and Kraft Foods Group’s motion to dismiss the CFTC’s claims of market manipulation and attempted manipulation, and the parties are now in discovery. Additionally, several class action complaints were filed against Kraft Foods Group and Mondelēz Global in the U.S. District Court for the Northern District of Illinois by investors in wheat futures and options on behalf of themselves and others similarly situated. The complaints make similar allegations as those made in the CFTC action and seek class action certification; an unspecified amount for damages, interest and unjust enrichment; costs and fees; and injunctive, declaratory and other unspecified relief. In June 2015, these suits were consolidated in the Northern District of Illinois. In June 2016, the court denied Mondelēz Global and Kraft Foods Group’s motion to dismiss, and the parties are now in discovery. It is not possible to predict the outcome of these matters; however, based on our Separation and Distribution Agreement with Kraft Foods Group dated as of September 27, 2012, we expect to bear any monetary penalties or other payments in connection with the CFTC action.Whilecannot predict with certainty the results of any Legal Matters in which we are currently involved, we do not expectbelieve that the ultimate costs to resolve anyoutcome of these Legal Matters,proceedings, individually orand in the aggregate, will havenot materially harm our financial position, results of operations or cash flows. However, legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material effectadverse impact on our business, results of operations or financial results.June 30, 2017,March 31, 2018, we had no material third-party guarantees recorded on our condensed consolidated balance sheet.During We recorded a total of $4 million of income over the first quarterthird and fourth quarters of 2017 in connection with the Brazilian Supreme Court (the “Court”) ruled against the Brazilian tax authorities in a case related to the computationbank guarantee releases.12.13. Reclassifications from Accumulated Other Comprehensive Income$67$27 million in the three months ended March 31, 2018 and $110 million in the six months ended June 30, 2017 and $38$43 million in the three months and $178 million in the six months ended June 30, 2016. For the Three Months Ended
June 30, For the Six Months Ended
June 30, 2017 2016 2017 2016 (in millions) $ (8,375 ) $ (7,388 ) $ (8,914 ) $ (8,006 ) 252 (436 ) 764 38 – – – 57 128 (92 ) 159 8 380 (528 ) 923 103 (12 ) 14 (16 ) 1 (8,007 ) (7,902 ) (8,007 ) (7,902 ) $ (2,086 ) $ (1,940 ) $ (2,087 ) $ (1,934 ) 16 24 9 24 (2 ) (9 ) – (9 ) 42 34 83 63 15 11 18 15 (12 ) (15 ) (21 ) (24 ) (92 ) 65 (121 ) 35 (33 ) 110 (32 ) 104 (2,119 ) (1,830 ) (2,119 ) (1,830 ) $ (103 ) $ (53 ) $ (121 ) $ (46 ) 22 6 29 (83 ) (1 ) 3 4 27 (1 ) 2 – (4 ) (2 ) 10 6 15 – – – 96 (1 ) (4 ) (3 ) (40 ) (5 ) – (6 ) (1 ) 12 17 30 10 (91 ) (36 ) (91 ) (36 ) $ (10,564 ) $ (9,381 ) $ (11,122 ) $ (9,986 ) 359 (401 ) 921 217 (12 ) 14 (16 ) 1 347 (387 ) 905 218 $ (10,217 ) $ (9,768 ) $ (10,217 ) $ (9,768 ) For the Three Months Ended
March 31, 2018 2017 (in millions) Currency Translation Adjustments: Balance at beginning of period $ (7,741 ) $ (8,914 ) Currency translation adjustments 160 512 Tax (expense)/benefit 47 31 Other comprehensive earnings/(losses) 207 543 Less: (earnings)/loss attributable to noncontrolling interests (15 ) (4 ) Balance at end of period (7,549 ) (8,375 ) Pension and Other Benefit Plans: Balance at beginning of period $ (2,144 ) $ (2,087 ) Net actuarial gain/(loss) arising during period 7 (6 ) Tax (expense)/benefit on net actuarial gain/(loss) — — Losses/(gains) reclassified into net earnings: 47 41 7 4 (13 ) (9 ) Currency impact (54 ) (29 ) Other comprehensive earnings/(losses) (6 ) 1 Balance at end of period (2,150 ) (2,086 ) Derivative Cash Flow Hedges: Balance at beginning of period $ (113 ) $ (121 ) Net derivative gains/(losses) (29 ) 7 Tax (expense)/benefit on net derivative gain/(loss) — 5 Losses/(gains) reclassified into net earnings: — 1 — 8 (18 ) — 4 (2 ) Currency impact (3 ) (1 ) Other comprehensive earnings/(losses) (46 ) 18 Balance at end of period (159 ) (103 ) Balance at beginning of period $ (9,998 ) $ (11,122 ) Total other comprehensive earnings/(losses) 155 562 Less: (earnings)/loss attributable to noncontrolling interests (15 ) (4 ) Other comprehensive earnings/(losses) attributable to Mondelēz International 140 558 Balance at end of period $ (9,858 ) $ (10,564 ) (1) 9,10, Benefit Plans.(2) Taxes reclassified to earnings are recorded within the provision for income taxes. (3) These reclassified gains or losses are recorded within cost of sales. (4) These reclassified gains or losses are recorded within interest and other expense, net. 13.14. Income TaxesBasedcurrentdividends from foreign subsidiaries; a new limitation on deductible interest expense; the repeal of the domestic manufacturing deduction; and limitations on the deductibility of certain employee compensation.laws,legislation is not complete, we have recorded an additional $89 million discrete net tax cost in the three months ended March 31, 2018. This is primarily comprised of an increase to our transition tax liability of $94 million as a result of additional guidance issued by the Internal Revenue Service and various state taxing authorities, new state legislation enacted during the period and further refinement of various components of the underlying calculations.20172018, excluding discrete tax impacts, is 25.8%22.5%, reflecting favorable impacts from the mix ofpre-tax income in variousnon-U.S. jurisdictions and the reduction in the U.S. federal tax jurisdictions,rate, partially offset by an increase in domestic earnings as compared tounfavorable provisions within the prior year.new U.S. tax reform legislation. Our 2017 second2018 first quarter effective tax rate of 16.2%26.5% was favorablyunfavorably impacted by discrete net tax benefitsexpense of $47 million from discreteone-time events.$46 million. The discrete net tax benefitsexpense primarily consisted of $94 million of additional transition tax liability recognized as an adjustment to the prior provisional estimate, offset by an $18 million benefit from a $46pending Argentinean refund claim as well as a $16 million benefit from the release of uncertain tax positions due to expirations of statutes of limitations and audit settlements in several jurisdictions. Oursix months ended June 30,mix of pre-tax income in various non-U.S. tax jurisdictions. Our 2017 first quarter effective tax rate of 19.2%21.4% was favorably impacted by net tax benefits from $36 million of $83 million from discreteone-time events. The discrete net tax benefits primarily consisted of a $62$16 million benefit from the release of uncertain tax positions due to expirations of statutes of limitations and audit settlements in variousseveral jurisdictions and a $16 million benefit relatedrelating to the U.S. domestic production activities deduction.As of the end of the second quarter of 2016, our estimated annual effective tax rate for 2016 was 22.5%, reflecting favorable impacts from the mix ofpre-tax income in variousnon-U.S. tax jurisdictions. Our 2016 second quarter effective tax rate of 24.2% included net expense from discreteone-time events of $6 million, mainly due to interest accruals on uncertain tax positions. Our effective tax rate for the six months ended June 30, 2016 of 17.3% was favorably impacted by net tax benefits of $49 million from discreteone-time events. The discrete net tax benefits primarily consisted of a $39 million benefit from the release of uncertain tax positions due to expirations of statutes of limitations in several jurisdictions.14.15. Earnings Perper Share For the Three Months Ended
June 30, For the Six Months Ended
June 30, 2017 2016 2017 2016 (in millions, except per share data) $ 500 $ 471 $ 1,133 $ 1,028 (2 ) (7 ) (5 ) (10 ) $ 498 $ 464 $ 1,128 $ 1,018 1,519 1,557 1,524 1,563 20 19 20 18 1,539 1,576 1,544 1,581 $ 0.33 $ 0.30 $ 0.74 $ 0.65 $ 0.32 $ 0.29 $ 0.73 $ 0.64 For the Three Months Ended
March 31, 2018 2017 (in millions, except per share data) Net earnings $ 944 $ 633 Noncontrolling interest (earnings) (6 ) (3 ) Net earnings attributable to Mondelēz International $ 938 $ 630 Weighted-average shares for basic EPS 1,489 1,529 16 21 Weighted-average shares for diluted EPS 1,505 1,550 $ 0.63 $ 0.41 $ 0.62 $ 0.41 8.67.1 million for the three months ended March 31, 2018 and 7.7 million for the six months ended June 30, 2017 and 6.56.7 million for the three months and 10.2 million for the six months ended June 30, 2016.March 31, 2017.15.16. Segment ReportingOur operations and management structure are organized into four reportable operating segments:Latin AmericaAMEAEuropeNorth AmericaOn October 1, 2016, we integrated our EEMEA operating segment into our Europe and Asia Pacific operating segments to further leverage and optimize the operating scale built within the Europe and Asia Pacific regions. Russia, Ukraine, Turkey, Belarus, Georgia and Kazakhstan were combined within our Europe operating segment, while the remaining Middle East and African countries were combined within our Asia Pacific region to form the AMEA operating segment. We have reflected the segment change as if it had occurred in all periods presented., and amortization of intangibles and loss on divestiture in all periods presented. We exclude these items from segment operating income in order to provide better transparency of our segment operating results. Furthermore, we centrally manage benefit plan non-service income and interest and other expense, net. Accordingly, we do not present these items by segment because they are excluded from the segment profitability measure that management reviews.revisedwere: For the Three Months Ended
March 31, 2018 2017 (in millions) Net revenues: Latin America $ 891 $ 910 AMEA 1,542 1,491 Europe 2,706 2,365 North America 1,626 1,648 Net revenues $ 6,765 $ 6,414 Earnings before income taxes: Operating income: Latin America $ 126 $ 111 AMEA 228 181 Europe 497 393 North America 275 292 Unrealized gains/(losses) on hedging activities (mark-to-market impacts) 206 (51 ) General corporate expenses (64 ) (57 ) Amortization of intangibles (44 ) (44 ) Operating income 1,224 825 Benefit plan non-service income 13 15 Interest and other expense, net (80 ) (119 ) Earnings before income taxes $ 1,157 $ 721 our new segment structure, were: For the Three Months Ended For the Six Months Ended June 30, June 30, 2017 2016 2017 2016 (in millions) $ 848 $ 843 $ 1,758 $ 1,660 1,394 1,446 2,885 2,961 2,171 2,293 4,536 4,741 1,573 1,720 3,221 3,395 $ 5,986 $ 6,302 $ 12,400 $ 12,757 $ 103 $ 32 $ 214 $ 99 162 149 343 339 339 256 748 608 214 295 506 566 (46 ) 17 (97 ) (37 ) (84 ) (67 ) (142 ) (127 ) (44 ) (44 ) (88 ) (88 ) (3 ) – (3 ) – 641 638 1,481 1,360 (124 ) (151 ) (243 ) (395 ) $ 517 $ 487 $ 1,238 $ 965 6,7, 2014-2018 Restructuring Program, and Note 11,12, Commitments and Contingencies. Also see Note 7,8, Debt and Borrowing Arrangements, and Note 8,9, Financial Instruments, for more information on our interest and other expense, net for each period.revised to reflect our new segment structure, were: For the Three Months Ended June 30, 2017 Latin
America AMEA Europe North
America Total (in millions) $ 200 $ 355 $ 718 $ 1,301 $ 2,574 194 425 946 50 1,615 241 238 204 222 905 129 189 24 – 342 84 187 279 – 550 $ 848 $ 1,394 $ 2,171 $ 1,573 $ 5,986 For the Three Months Ended June 30, 2016 Latin
America AMEA Europe North
America Total (in millions) $ 196 $ 356 $ 719 $ 1,398 $ 2,669 179 392 981 43 1,595 250 250 254 279 1,033 138 229 39 – 406 80 219 300 – 599 $ 843 $ 1,446 $ 2,293 $ 1,720 $ 6,302 For the Six Months Ended June 30, 2017 Latin
America AMEA Europe North
America Total (in millions) $ 370 $ 754 $ 1,369 $ 2,634 $ 5,127 453 940 2,169 120 3,682 454 467 397 467 1,785 322 362 65 – 749 159 362 536 – 1,057 $ 1,758 $ 2,885 $ 4,536 $ 3,221 $ 12,400 For the Six Months Ended June 30, 2016 Latin
America AMEA Europe North
America Total (in millions) $ 360 $ 763 $ 1,362 $ 2,759 $ 5,244 377 885 2,244 88 3,594 466 506 470 548 1,990 302 406 87 – 795 155 401 578 – 1,134 $ 1,660 $ 2,961 $ 4,741 $ 3,395 $ 12,757 For the Three Months Ended March 31, 2018 AMEA Europe Total (in millions) Biscuits $ 183 $ 442 $ 795 $ 1,333 $ 2,753 Chocolate 243 573 1,423 57 2,296 Gum & Candy 224 235 186 236 881 Beverages 161 172 28 — 361 Cheese & Grocery 80 120 274 — 474 Total net revenues $ 891 $ 1,542 $ 2,706 $ 1,626 $ 6,765 AMEA Europe Total (in millions) Biscuits $ 170 $ 400 $ 665 $ 1,333 $ 2,568 Chocolate 259 514 1,209 70 2,052 Gum & Candy 213 229 193 245 880 Beverages 193 173 41 — 407 Cheese & Grocery 75 175 257 — 507 Total net revenues $ 910 $ 1,491 $ 2,365 $ 1,648 $ 6,414 (1) During the first quarter of 2018, we realigned some of our products across product categories and as such, we reclassified the product category net revenues on a basis consistent with the 2018 presentation. 165160 countries.LeveragingTo fuel investments in our Power Brands and our innovation platforms, we plan to innovate boldly and connect with our consumers wherever they are, including new markets around the world, using both traditionalglobal and digital channels. As consumer consumption patterns change to more accessible, frequent andbetter-for-you snacking, we are enhancing the goodness of many of our brands (including providing simpler and wholesome ingredient-focused snacks), expanding the well-being offerings in our portfolio and inspiring consumers to snack mindfully by providing clear and simple nutrition information. As shopping expands further online, we are also working to grow oure-commerce platform andon-line presence with consumers. To fuel these investments,reach, we have been working to optimize our cost structure. These efforts consist ofinclude reinventing our supply chain including addingoperations and upgrading to more efficient production lines, while reducing the complexity of our product offerings, ingredients and number of suppliers. We also continue to aggressively manage ourmanaging overhead costs. We have embraced and embeddedzero-based budgeting practices across the organization to identify potential areas of cost reductions and capture and sustain savings within our ongoing operating budgets. Through these actions, we’re leveraging our brands, platforms and capabilities to drive long-term value and return on investment for our shareholders.Malware IncidentJune 27,December 22, 2017, the United States enacted tax reform legislation that included a global malware incident impacted our business.broad range of business tax provisions, including but not limited to a reduction in the U.S. federal tax rate from 35% to 21% as well as provisions that limit or eliminate various deductions or credits. The malware affectedlegislation also causes U.S. allocated expenses (e.g. interest and general administrative expenses) to be taxed and imposes a significant portion of our global Windows-based applicationsnew tax on U.S. cross-border payments. Furthermore, the legislation includes a one-time transition tax on accumulated foreign earnings and our sales, distribution and financial networks across our business. During the last four daysprofits.second quarternew legislation would have generally required accounting to be completed in the period of enactment, however in response to the complexities of this new legislation, the SEC issued guidance to provide companies with relief. The SEC provided up to a one-year window for companies to finalize the accounting for the impacts of this new legislation and early third quarter, we executed business continuity and contingency plans to containanticipate finalizing our accounting during 2018.impact and minimize the damages from the malware and restore our systems. This allowed us to service customer needs and continue sales and production at a reduced capacity while progressing recovery activities. Based on the natureenactment of the malware and its impactnew U.S. tax legislation is not complete, we have recorded an additional $89 million discrete net tax cost in the three months ended March 31, 2018. This is primarily comprised of an increase to our technology, we did not expect nor to date have we found any instancestransition tax liability of Company or personal data released externally. Although we believe we have now largely contained the disruption and restored a majority of our affected systems, we anticipate additional work during the second half of 2017 as we continue to recover and further enhance the security of our systems.For the second quarter, we estimate that the malware incident had a negative impact of 2.3% on our net revenue growth and 2.4% on our Organic Net Revenue growth. We also incurred incremental expenses of $7.1$94 million as a result of additional guidance issued by the incident. We expect to be able to recognizeInternal Revenue Service and various state taxing authorities, new state legislation enacted during the majorityperiod and further refinement of delayed second quarter shipments in our third quarter results, although we permanently lost some revenue. We continue to addressvarious components of the recoveryunderlying calculations. Our estimated annual effective tax rate for 2018 is 22.5%, which includes the new provisions of our systems in a couple of key markets andthe legislation that are also assessing longer-term investments that we will make to strengthen our IT environment against potential future disruptions. We expect to incureffective for the majority of incremental expenses related2018 tax year but excludes discrete tax items such as the updates to the malware incidenttransition tax liability and recovery process during the second halfimpacts of 2017.decreased 5.0%increased 5.5% to $6.0 billion in the second quarter of 2017 and decreased 2.8% to $12.4$6.8 billion in the first six monthsquarter of 2018 as compared to the same period in the prior year.first quarter of 2017. During the secondfirst quarter of 2017,2018, net revenue growth was adverselyrevenues were positively affected by delayed shipments stemming from the malware incident and unfavorablefavorable currency translation as the U.S. dollar strengthenedweakened against mostseveral currencies in which we operate compared to exchange rates in the prior year. Net revenue also grew due to favorable volume/mix, including the shift of Easter-related shipments into the first quarter, and higher net pricing. Net revenue growth was partially offset by the impact of several prior-year business divestitures, which reduced revenues in the first quarter of 2018 as compared to the prior year.•Organic Net Revenue, anon-GAAP financial measure on a constant currency basis, decreased 2.7% to $6.0 billion in the second quarter of 2017 and decreased 1.0% to $12.4 billion in the first six months of 2017 as compared to the same period in the prior year after recasting all periods to exclude the operating results from divestitures and an acquisition. (Refer toNon-GAAP Financial Measures appearing later in this section and Note 2,Divestitures and Acquisitions,for additional information). We use Organic Net Revenue as it provides improved year-over-year comparability of our underlying results (see the definition of Organic Net Revenue and our reconciliation with net revenues withinNon-GAAP Financial Measures appearing later in this section).•Diluted EPS attributable to Mondelēz International increased 10.3% to $0.32 in the second quarter of 2017 and increased 14.1% to $0.73 in the first six months of 2017 as compared to the same period in the prior year. A number of significant items 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, anon-GAAP financial measure, increased 11.6% to $0.48 in the second quarter of 2017 and increased 9.8% to $1.01 in the first six months of 2017 as compared to the same period in the prior year after recasting all periods to exclude the operating results from divestitures and historicalmark-to-market impacts. On a constant currency basis, Adjusted EPS increased 18.6% to $0.51 in the second quarter of 2017 and increased 13.0% to $1.04 in the first six months of 2017. We use Adjusted EPS as it provides improved year-over-year comparability of our underlying results (see the definition of Adjusted EPS and our reconciliation with diluted EPS withinNon-GAAP Financial Measures appearing later in this section).2016. Weak2017.andimproved this quarter while volatility in the global commodity and currency markets continue. As noted above, the malware incident resulted in a significant unfavorable impact to our second quarter 2017 revenue that we expect to be partially mitigated in the third quarter when the majority of sales from the end of the second quarter are shipped. We also expect to incur the majority of incremental expenses related to the incidentcontinued.recovery process during the second half of 2017.currency volatility. We continue to monitor the U.K. planned exit from the E.U.European Union (Brexit) and its impact on our results as well as currencies at risk of potential highly inflationary accounting, such as the Argentinian peso and the Ukrainian hryvnia. In Brazil, we are monitoring a pending tax matter that could have a significant favorable impact on future results, and we are not yet ablepeso.reasonably estimate the timing or amount at this time. In connection withrenegotiate collective bargaining agreements covering eight U.S. facilities that expired onin February 29, 2016, we continue to work toward reaching an agreement with the union and2016. We have made plans to ensure business continuity during the renegotiations.re-negotiations.U.S. tax reform. While the 2017 U.S. tax reform reduced the U.S. corporate tax rate and included some beneficial provisions, other provisions could have an adverse effect on our results. Specifically, new provisions that cause U.S. allocated expenses (e.g. interest and general administrative expenses) to be taxed and impose a tax on U.S. cross-border payments could adversely impact our effective tax rate. We continue to evaluate the impacts as additional guidance on implementing the legislation becomes available.6,7, 2014-2018 Restructuring Program, Note 9, Financial Instruments, and Note 11,Commitments and Contingencies – Tax Matters14, Income Taxes.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 MondelēMondelēz International table for theafter-tax per share impacts of these items. For the Three Months Ended For the Six Months Ended June 30, June 30, See Note 2017 2016 2017 2016 (in millions, except percentages) Note 2 $ – $ – $ – $ 43 Note 6 (148 ) (154 ) (305 ) (293 ) (63 ) (74 ) (117 ) (172 ) Note 7 & 8 – – – (97 ) Note 7 (11 ) – (11 ) – Note 5 (38 ) (12 ) (38 ) (26 ) Note 2 (3 ) – (3 ) – – 6 – 6 (9 ) (84 ) (28 ) (84 ) – 39 – 39 Note 15 (46 ) 17 (97 ) (37 ) Note 11 – – 58 – (7 ) – (7 ) – Note 13 16.2 % 24.2 % 19.2 % 17.3 % For the Three Months Ended
March 31, See Note 2018 2017 (in millions, except percentages) 2014-2018 Restructuring Program: Note 7 Restructuring charges $ (52 ) $ (157 ) Implementation charges (62 ) (54 ) Gain related to interest rate swaps Note 8 & 9 14 — See (1) below (4 ) — Divestiture-related costs Note 2 3 (19 ) Mark-to-market gains/(losses) from derivatives Note 9 206 (51 ) Benefits from resolution of tax matters Note 12 — 58 Note 14 (89 ) — Effective tax rate Note 14 26.5 % 21.4 % (1) (2) 11,Commitments and Contingencies – Tax Matters14, Income Taxes, for more information. The $58 million benefit frominformation on the settlementimpact of a CadburyU.S. tax matter in the first quarter of 2017 includes $46 million recorded within selling, general and administrative expenses and $12 million within interest and other expense, net.reform.June 30, 2017March 31, 2018 and 2016.June 30: For the Three Months Ended June 30, 2017 2016 $ change % change (in millions, except per share data) $ 5,986 $ 6,302 $ (316 ) (5.0)% 641 638 3 0.5% 498 464 34 7.3% 0.32 0.29 0.03 10.3% For the Three Months Ended
March 31, 2018 2017 $ change % change (in millions, except per share data) Net revenues $ 6,765 $ 6,414 $ 351 5.5 % Operating income 1,224 825 399 48.4 % 938 630 308 48.9 % 0.62 0.41 0.21 51.2 % decreased $316increased $351 million (5.0%(5.5%) to $5,986$6,765 million in the secondfirst quarter of 2017,2018, and Organic Net Revenue(1) decreased $169 increased $150 million (2.7%(2.4%) to $6,011$6,428 million. Power Brands net revenues decreased 3.0%increased 8.2%, including an unfavorablea favorable currency impact, and Power Brands Organic Net Revenue decreased 1.8%increased 2.8%. Emerging markets net revenues decreased 1.5%increased 7.6%, including an unfavorablea favorable currency impact, and emerging markets Organic Net Revenue decreased 0.3%increased 5.5%. The underlying changes in net revenues and Organic Net Revenue are detailed below: 20172018 5.5 (5.0)% UnfavorableFavorable currency(5.4 2.0)pp 2.3 0.5pp Impact of acquisition(0.2)pp 2.4 (2.7)%Favorable volume/mix 1.7 pp Unfavorable volume/mix(3.8)pp 0.7 pp 1.1pp (1) declineincrease of 5.0%5.5% was driven by favorable currency and our underlying Organic Net Revenue declinegrowth of 2.7%2.4%, unfavorable currency and the impact of divestitures, partially offset by the impact of an acquisition. Our underlying Organic Net Revenue decline was driven by unfavorable volume/mix, primarily due to delayed shipments as a result of the June 27, 2017 malware incident which we estimate had a negative impacts of 2.3% on our net revenue growth and 2.4% on our Organic Net Revenue growth, partially offset by higher net pricing. Unfavorable year-over-yeardivestitures. Favorable currency impacts decreasedincreased net revenues by $124$337 million, due primarily to the strength of several currencies relative to the U.S. dollar, including the euro, British pound sterling, Chinese yuan, Polish zloty, Mexican peso and Indian rupee, partially offset by the strength of the U.S. dollar relative to several other currencies, including the British pound sterling, euro, Egyptian pound and Argentinian peso partially offsetand Brazilian real. Our underlying Organic Net Revenue growth was driven by the strength of several currencies,favorable volume/mix, including the Brazilian real, Russian rubleshift of Easter-related shipments into the first quarter, and South African rand, relative to the U.S. dollar. The impact of divestitures resulted in a year-over-year decline inhigher net revenues of $39 million for the second quarter of 2017. The November 2, 2016 acquisition of a business and license to manufacture, market and sell Cadbury-branded biscuits in additional key markets added $16 million (constant currency basis) of incremental net revenues for the second quarter of 2017. Unfavorablepricing. Favorable volume/mix was reflected across all segments.in Europe and AMEA, partially offset by unfavorable volume/mix in Latin America and North America. Net pricing was up, which includes the benefit of carryover pricing from the second half of 2016 and the first quarter of 2017 as well as the effects of input cost-driven pricing actions taken during the secondfirst quarter of 2017.2018. Higher net pricing was reflected in all segments exceptLatin America and AMEA, partially offset by lower net pricing in Europe and North America.$3$399 million (0.5%(48.4%) to $641$1,224 million in the secondfirst quarter of 2017,2018, Adjusted Operating Income(1) increased $12$100 million (1.3%(9.7%) to $933$1,133 million and Adjusted Operating Income on a constant currency basis(1) increased $72$31 million (7.8%(3.0%) to $993$1,064 million due to the following: Operating
Income % Change (in millions) $ 638 228 12 3 (17 ) 84 (22 ) (6 ) 1
Three Months Ended June 30, 2016 $ 921 65 (17 ) (123 ) 154 (39 ) 27 5 – 72 7.8% (60 ) 12 1.3%
the Three Months Ended June 30, 2017 $ 933 (211 ) (38 ) (46 ) (7 ) (4 ) 18 (3 ) (1 ) $ 641 0.5% % Change (in millions) Operating Income for the Three Months Ended March 31, 2017 $ 825 211 51 1 19 (27 ) (46 ) Other/rounding (1 ) $ 1,033 Higher net pricing 42 Higher input costs (68 ) Favorable volume/mix 14 Lower selling, general and administrative expenses 20 VAT-related settlement 21 2 31 3.0 % Favorable currency translation 69 100 9.7 % $ 1,133 (114 ) 206 (1 ) 3 CEO transition remuneration (4 ) Other/rounding 1 Operating Income for the Three Months Ended March 31, 2018 $ 1,224 48.4 % (1) (2) 6,7, 2014-2018 Restructuring Program, for more information.(3) 2,Divestitures and Acquisitions9, Financial Instruments, Note 16, Segment Reporting, and Note 5,Goodwill and Intangible Assets, for more information on the impairment charges recorded in 2017 and 2016 related to trademarks.(4)Refer to our Annual Report on Form10-K for the year ended December 31, 2016, for more information on the acquisition of a biscuit business in Vietnam.(5)Refer to Note 8,Financial Instruments, Note 15,Segment Reporting, andNon-GAAP Financial Measures appearing later in this section for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.(6)(4) Refer to our Annual Report on Form 10-K for the year ended December 31, 2017 for more information on the acquisition of a biscuit business in Vietnam. (5) and a grocery business in Australia and New Zealand. Note that we completed the saleZealand, certain licenses of most ofKHC-owned brands used in our grocery business in Australiawithin our Europe region, sale of one of our equity method investments and New Zealand on July 4, 2017 and we have also removed the historical operating results of the business for all periods presented. Refer to our Annual Report on Form10-K for the year ended December 31, 2016 for more information on the 2016 sale of a confectionery business in Costa Rica.Japan.(7)(6) 2,Divestitures12, Commitments and AcquisitionsContingencies – Tax Matters, for more information oninformation. Primarily includes the 2016 intangible asset salereversal of tax liabilities in Finland.connection with the settlement of pre-acquisition Cadbury tax matters.(8)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 purchase of a license to manufacture, market and sell Cadbury-branded biscuits in additional key markets and other property sales in 2016.secondfirst quarter unfavorable volume/mix, primarily due to the delayed shipments resulting from the malware incident, was reflected across all segments. Weof 2018, we realized modestly higher net pricing, aswhich was more than offset by increased input costs increased.costs. Higher net pricing, which included the carryover impact of pricing actions taken in 2017 as well as the second halfeffects of 2016input cost-driven pricing actions taken during 2018, was driven by Latin America and the first quarter of 2017, was reflectedAMEA, partially offset by lower net pricing in all segments, exceptEurope and North America. The increase in input costs was driven by higher raw material costs, primarily higher dairy and grain costs. Manufacturing costs were essentially flat as productivity was offset by increased costs incurred to recover inventory levels following the June 2017 malware incident and higher freight costs due to increased demand for shipping in North America. Favorable volume/mix was driven by Europe and AMEA, which werewas partially offset by lower manufacturing costs due to productivity gains.decreased $219increased $44 million from the secondfirst quarter of 2016,2017, due to a number of factors noted in the table above, including in part, unfavorable currency impact and a prior-year benefit from the resolution of a tax matter. The increases were partially offset by a value-added tax (“VAT”) related settlement in 2018, lower divestiture-related costs associated with the sale of a confectionery business in France, a property insurance recovery in AMEA and lower implementation costs incurred for the 2014-2018 Restructuring Program. The decreases were partially offset by the gains on sales of property in 2016, an unfavorable currency impact and incremental expenses caused by the malware incident.thethese factors, noted above, selling, general and administrative expenses decreased $154$20 million from the secondfirst quarter of 2016.2017. The decrease was driven primarily by lower advertising and consumer promotion costs and lower overhead costs due to continued cost reduction effortscosts.both areas.UnfavorableLatin America in the first quarter of 2018. Favorable currency impacts decreasedchanges increased operating income by $60$69 million due primarily to the strength of several currencies relative to the U.S. dollar, including the euro, British pound sterling, Chinese yuan and Polish zloty, partially offset by the strength of the U.S. dollar relative to several currencies, including the Egyptian pound, British pound sterlingArgentinian peso and euro, partially offset by the strength of several currencies relative to the U.S. dollar, including the Brazilian real, Russian ruble and South African rand.10.1%12.9% in the secondfirst quarter of 20162017 to 10.7%18.1% in the secondfirst quarter of 2017.2018. The increase in operating income margin was driven primarily by the year-over-year favorable change in mark-to-market gains/(losses) from currency and commodity hedging activities, lower 2014-2018 Restructuring Program costs, lower divestiture-related costs and an increase in our Adjusted Operating Income margin, and lower divestiture-related costs associated with the sale of a confectionery business in France, partially offset by a prior-year benefit from the year-over-year unfavorableresolution of a tax matter and the impact of unrealized gains/(losses) on currency and commodity hedging activities and higher intangible asset impairment charges.prior-year divestitures. Adjusted Operating Income margin increased from 14.9%16.5% in the secondfirst quarter of 20162017 to 15.8%16.7% in the secondfirst quarter of 2017.2018. The increase in Adjusted Operating Income margin was driven primarily by lower advertising and consumer promotion costs and lower overheads from continued cost reduction efforts in both areas.MondelēMondelēz International– Net earnings attributable to Mondelēz International of $498$938 million increased by $34$308 million (7.3%(48.9%) in the secondfirst quarter of 2017.2018. Diluted EPS attributable to Mondelēz International was $0.32$0.62 in the secondfirst quarter of 2017,2018, up $0.03 (10.3%$0.21 (51.2%) from the secondfirst quarter of 2016.2017. Adjusted EPS(1) was $0.48$0.62 in the secondfirst quarter of 2017,2018, up $0.05 (11.6%$0.10 (19.2%) from the secondfirst quarter of 2016.2017. Adjusted EPS on a constant currency basis(1) was $0.51$0.57 in the secondfirst quarter of 2017,2018, up $0.08 (18.6%$0.05 (9.6%) from the secondfirst quarter of 2016. Diluted EPS
Three Months Ended June 30, 2016 $ 0.29 0.11 – – – 0.04 (0.01 ) – $ 0.43 0.05 (0.01 ) (0.02 ) 0.01 – 0.02 0.01 0.02 $ 0.51 (0.03 ) $ 0.48 (0.10 ) (0.02 ) (0.03 ) – – 0.01 – (0.01 ) (0.01 )
Three Months Ended June 30, 2017 $ 0.32 Diluted EPS $ 0.41 0.10 0.03 — 0.01 (0.01 ) (0.04 ) 0.02 $ 0.52 Increase in operations — VAT-related settlements 0.01 Increase in equity method investment net earnings — 0.02 — 0.02 $ 0.57 Favorable currency translation 0.05 $ 0.62 (0.06 ) 0.12 — — — 0.01 (0.06 ) (0.01 ) $ 0.62 (1) (2) (3)Excludes the favorable currency impact on interest expense related to ournon-U.S. dollar-denominated debt which is included in currency translation.(4)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.(5)Refer to Note 10,Stock Plans, for more information on an $11 million earnings impact (in the provision for income taxes) in the second quarter of 2017 from adopting the new stock-based compensation accounting standard and Note 13,Income Taxes, for more information on the change in our income taxes and effective tax rate.(6)Refer to Note 7,Debt and Borrowing Arrangements, for more information on our loss on debt extinguishment and related expenses in connection with our debt discharge.(7)(3)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, and restructuring program costs and discrete U.S. tax reform impacts recorded by our JDE and Keurig equity method investees.Six Months Ended June 30: For the Six Months Ended June 30, 2017 2016 $ change % change (in millions, except per share data) $ 12,400 $ 12,757 $ (357 ) (2.8)% 1,481 1,360 121 8.9% 1,128 1,018 110 10.8% 0.73 0.64 0.09 14.1% Net Revenues– Net revenues decreased $357 million (2.8%) to $12,400 million in the first six months of 2017, and Organic Net Revenue(1) decreased $123 million (1.0%) to $12,389 million. Power Brands net revenues decreased 0.6%, including an unfavorable currency impact, and Power Brands Organic Net Revenue increased 0.4%. Emerging markets net revenues increased 1.4%, including an unfavorable currency impact, and emerging markets Organic Net Revenue increased 1.6%. The underlying changes in net revenues and Organic Net Revenue are detailed below:2017Change in net revenues (by percentage point)Total change in net revenues(2.8)% Add back the following items affecting comparability:Unfavorable currency1.8pp Impact of divestitures0.3pp Impact of acquisitions(0.3)pp Total change in Organic Net Revenue(1)(1.0)% Unfavorable volume/mix(2.1)pp Higher net pricing1.1pp (1)Please see theNon-GAAP Financial Measures section at the end of this item.Net revenue decline of 2.8% was driven by unfavorable currency, our underlying Organic Net Revenue decline of 1.0% and the impact of divestitures, partially offset by the impact of an acquisition. Unfavorable year-over-year currency impacts decreased net revenues by $216 million, due primarily to the strength of the U.S. dollar relative to several currencies, including the British pound sterling, euro, Egyptian pound, Argentinian peso, Nigerian naira, Chinese yuan, Mexican peso and Turkish lira, partially offset by the strength of several currencies, including the Brazilian real, Russian ruble, South African rand and Australian dollar, relative to the U.S. dollar. Our underlying Organic Net Revenue decline was driven by unfavorable volume/mix, partially offset by higher net pricing. Unfavorable volume/mix, primarily due to delayed shipments caused by the malware incident, was reflected in all segments except Europe. Net pricing was up, which includes the benefit of carryover pricing from the second half of 2016 and the first quarter of 2017 as well as the effects of input cost-driven pricing actions taken during the second quarter of 2017. Higher net pricing was reflected in Latin America and AMEA, partially offset by lower net pricing in North America and Europe. The impact of divestitures resulted in a year-over-year decline in net revenues of $48 million for the first six months of 2017. The November 2, 2016 acquisition of a business and license to manufacture, market and sell Cadbury-branded biscuits in additional key markets added $30 million (constant currency basis) of incremental net revenues for the first six months of 2017.Operating Income– Operating income increased $121 million (8.9%) to $1,481 million in the first six months of 2017, Adjusted Operating Income(1) increased $66 million (3.4%) to $1,988 million and Adjusted Operating Income on a constant currency basis(1) increased $139 million (7.2%) to $2,061 million due to the following: Operating Income % Change (in millions) $ 1,360 465 26 6 37 84 (49 ) (6 ) (1 )
Six Months Ended June 30, 2016 $ 1,922 141 (48 ) (155 ) 208 (39 ) 27 6 (1 ) 139 7.2% (73 ) 66 3.4%
Six Months Ended June 30, 2017 $ 1,988 (422 ) (38 ) (1 ) (97 ) (7 ) (23 ) 38 (3 ) 46 $ 1,481 8.9% (1)Refer to theNon-GAAP Financial Measures section at the end of this item.(2)Refer to Note 6,2014-2018 Restructuring Program, for more information.(3)Refer to Note 2,Divestitures and Acquisitions, and Note 5,Goodwill and Intangible Assets, for more information on the impairment charges recorded in 2017 and 2016 related to trademarks.(4) Refer to our Annual Report on Form10-K for the year ended December 31, 2016, for more information on the acquisition of a biscuit business in Vietnam.(5)Refer to Note 8,Financial Instruments, Note 15,Segment Reporting, andNon-GAAP Financial Measures appearing later in this section for more information on the unrealized losses on commodity and forecasted currency transaction derivatives.(6)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2017 sales of a confectionery business in France and a grocery business in Australia and New Zealand. Note that we completed the sale of most of our grocery business in Australia and New Zealand on July 4, 2017 and we have also removed the historical operating results of the business for all periods presented. Refer to our Annual Report on Form10-K for the year ended December 31, 2016 for more information on the 2016 sale of a confectionery business in Costa Rica.(7)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland.(8)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 purchase of a license to manufacture, market and sell Cadbury-branded biscuits in additional key markets and other property sales in 2016.(9)Refer to Note 11,Commitments and Contingencies, for more information on the benefit from the settlement of a Cadbury tax matter.During the first six months of 2017, unfavorable volume/mix, in part due to the delayed shipments resulting from the malware incident, was driven by North America, Latin America and AMEA, which was partially offset by favorable volume/mix in Europe. We realized higher net pricing while input costs increased modestly. Higher net pricing, which included the carryover impact of pricing actions taken in the second half of 2016 and the first quarter of 2017, was driven by Latin America and AMEA, partially offset by lower net pricing in North America and Europe. The increase in input costs was driven by higher raw material costs, which were partially offset by lower manufacturing costs due to productivity.Total selling, general and administrative expenses decreased $359 million from the first six months of 2016, due to a number of factors noted in the table above, including in part, lower divestiture-related costs associated with the sale of a confectionery business in France, the benefit from the settlement of a Cadbury tax matter, lower implementation costs incurred for the 2014-2018 Restructuring Program, a property insurance recovery in AMEA and a favorable currency impact. The decreases were partially offset by the gains on sales of property in 2016 and incremental expenses incurred due to the malware incident.Excluding the factors noted above, selling, general and administrative expenses decreased $208 million from the first six months of 2016. The decrease was driven primarily by lower overhead costs and lower advertising and consumer promotion costs due to continued cost reduction efforts in both areas.Unfavorable currency impacts decreased operating income by $73 million, due primarily to the strength of the U.S. dollar relative to several currencies, including the Egyptian pound, British pound sterling and euro, partially offset by the strength of several currencies relative to the U.S. dollar, including the Brazilian real, Russian ruble, Australian dollar and South African rand.Operating income margin increased from 10.7% in the first six months of 2016 to 11.9% in the first six months of 2017. The increase in operating income margin was driven primarily by an increase in our Adjusted Operating Income margin, lower divestiture-related costs associated with the sale of a confectionery business in France, the benefit from the settlement of a Cadbury tax matter and lower costs incurred for the 2014-2018 Restructuring Program, partially offset by the year-over-year unfavorable impact of unrealized gains/(losses) on currency and commodity hedging activities and higher intangible asset impairment charges. Adjusted Operating Income margin increased from 15.4% in the first six months of 2016 to 16.3% in the first six months of 2017. The increase in Adjusted Operating Income margin was driven primarily by lower overheads and lower advertising and consumer promotion costs due to continued cost reduction efforts in both areas.Net Earnings and Earnings per Share Attributable to Mondelēz International– Net earnings attributable to Mondelēz International of $1,128 million increased by $110 million (10.8%) in the first six months of 2017. Diluted EPS attributable to Mondelēz International was $0.73 in the first six months of 2017, up $0.09 (14.1%) from the first six months of 2016. Adjusted EPS(1) was $1.01 in the first six months of 2017, up $0.09 (9.8%) from the first six months of 2016. Adjusted EPS on a constant currency basis(1) was $1.04 in the first six months of 2017, up $0.12 (13.0%) from the first six months of 2016. Diluted EPS
Six Months Ended June 30, 2016 $ 0.64 0.22 0.01 0.01 0.02 0.04 (0.03 ) – 0.04 (0.03 ) $ 0.92 0.09 (0.01 ) (0.02 ) 0.01 – 0.03 0.02 – $ 1.04 (0.03 ) $ 1.01 (0.21 ) (0.02 ) – (0.06 ) – (0.01 ) 0.02 (0.01 ) 0.04 (0.03 )
Six Months Ended June 30, 2017 $ 0.73 (1)Refer to theNon-GAAP Financial Measures section at the end of this item.(2)See theOperating Income table above and the related footnotes for more information.(3)Refer to Note 8,Financial Instruments, for more information on our interest rate swaps, which we no longer designated as cash flow hedges during the first quarter of 2016 due to changes in financing and hedging plans.(4)Refer to Note 2,Divestitures and Acquisitions – Keurig Transaction, for more information on the 2016 acquisition of an interest in Keurig.(5)Excludes the favorable currency impact on interest expense related to ournon-U.S. dollar-denominated debt which is included in currency translation.(6)(5) 10,14, Income Taxes, for more information on the items affecting income taxes.(6) 14,15, Earnings Perper Share, for earnings per share weighted-average share information.(7) 10,Stock Plans9, Financial Instruments, for more information on a $25 million earnings impact (in the provision for income taxes) in the first half of 2017 from adopting the new stock-based compensation accounting standard andour interest rate swaps that we no longer designate as cash flow hedges.(8) 13,14, Income Taxes, for more information on the change in our income taxes and effectiveimpact of the U.S. tax rate.reform.(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 discharge.(9)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.On October 1, 2016, we integrated our EEMEA operating segment into our Europe and Asia Pacific operating segments to further leverage and optimize the operating scale built within the Europe and Asia Pacific regions. Russia, Ukraine, Turkey, Belarus, Georgia and Kazakhstan were combined within our Europe operating segment, while the remaining Middle East and African countries were combined within our Asia Pacific region to form a new AMEA operating segment. We have reflected the segment change as if it had occurred in all periods presented.15,16, Segment Reporting,for additional information on our segments andItems Affecting Comparability of Financial Results earlier in this section for items affecting our segment operating results.revised to reflect our new segment structure in all periods, were: For the Three Months Ended For the Six Months Ended June 30, June 30, 2017 2016 2017 2016 (in millions) $ 848 $ 843 $ 1,758 $ 1,660 1,394 1,446 2,885 2,961 2,171 2,293 4,536 4,741 1,573 1,720 3,221 3,395 $ 5,986 $ 6,302 $ 12,400 $ 12,757 $ 103 $ 32 $ 214 $ 99 162 149 343 339 339 256 748 608 214 295 506 566 (46 ) 17 (97 ) (37 ) (84 ) (67 ) (142 ) (127 ) (44 ) (44 ) (88 ) (88 ) (3 ) – (3 ) – 641 638 1,481 1,360 (124 ) (151 ) (243 ) (395 ) $ 517 $ 487 $ 1,238 $ 965 For the Three Months Ended
March 31, 2018 2017 (in millions) Net revenues: Latin America $ 891 $ 910 AMEA 1,542 1,491 Europe 2,706 2,365 North America 1,626 1,648 Net revenues $ 6,765 $ 6,414 Earnings before income taxes: Operating income: Latin America $ 126 $ 111 AMEA 228 181 Europe 497 393 North America 275 292 Unrealized gains/(losses) on hedging activities (mark-to-market impacts) 206 (51 ) General corporate expenses (64 ) (57 ) Amortization of intangibles (44 ) (44 ) Operating income 1,224 825 Benefit plan non-service income 13 15 Interest and other expense, net (80 ) (119 ) Earnings before income taxes $ 1,157 $ 721 For the Three Months Ended June 30, 2017 2016 $ change % change (in millions) $ 848 $ 843 $ 5 0.6% 103 32 71 221.9% For the Six Months Ended June 30, 2017 2016 $ change % change (in millions) $ 1,758 $ 1,660 $ 98 5.9% 214 99 115 116.2% For the Three Months Ended
March 31, 2018 2017 $ change % change (in millions) Net revenues $ 891 $ 910 $ (19 ) (2.1 )% Segment operating income 126 111 15 13.5 % June 30:increased $5decreased $19 million (0.6%(2.1%), due to higher net pricing (7.5unfavorable currency (4.3 pp) and favorable currency (1.3unfavorable volume/mix (4.0 pp), partially offset by unfavorablehigher net pricing (6.2 pp). Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to the Argentinean peso and Brazilian real, partially offset by the strength of several currencies in the region relative to the U.S. dollar, primarily the Mexican peso. Unfavorable volume/mix, (8.0 pp) andwhich occurred across most of the region, was largely due to the impact of a divestiture (0.2 pp).pricing-related elasticity. Unfavorable volume/mix was driven by declines in refreshment beverages, chocolate and cheese & grocery, partially offset by gains in gum, biscuits and candy. Higher net pricing was reflected across all categories except gum, driven primarily by Argentina, Brazil and Mexico. For the Three Months Ended
March 31, 2018 2017 $ change % change (in millions) Net revenues $ 1,542 $ 1,491 $ 51 3.4 % Segment operating income 228 181 47 26.0 % primarilyincluding the Brazilian real,Chinese yuan, Indian rupee, Australian dollar and South African rand, partially offset by the strength of the U.S. dollar relative to the Argentinean peso and Mexican peso. Unfavorable volume/mix, which occurred across most of the region, was largely due to the impact of pricing-related elasticity and delayed shipments caused by the malware incident. Unfavorable volume/mix was driven by declines in all categories except candy. On December 1, 2016, we sold a small confectionery business in Costa Rica.Segment operating income increased $71 million (221.9%), primarily due to higher net pricing, lower costs incurred for the 2014-2018 Restructuring Program, lower advertising and consumer promotion costs, lower manufacturing costs, lower other selling, general and administrative expenses and favorable currency. These favorable items were partially offset by higher raw material costs and unfavorable volume/mix.Six Months Ended June 30:Net revenues increased $98 million (5.9%), due to higher net pricing (6.9 pp) and favorable currency (4.6 pp), partially offset by unfavorable volume/mix (5.3 pp) and the impact of a divestiture (0.3 pp). Higher net pricing was reflected across all categories driven primarily by Argentina, Brazil and Mexico. Favorable currency impacts were due primarily to the strength of several currencies in the region relative to the U.S. dollar, primarily the Brazilian real, partially offset by the strength of the U.S. dollar relative to the Argentinean peso and Mexican peso. Unfavorable volume/mix, which occurred across most of the region, was largely due to the impact of pricing-related elasticity and delayed shipments caused by the malware incident. Unfavorable volume/mix was driven by declines in all categories except chocolate. On December 1, 2016, we sold a small confectionery business in Costa Rica.Segment operating income increased $115 million (116.2%), primarily due to higher net pricing, lower advertising and consumer promotion costs, lower manufacturing costs, lower other selling, general and administrative expenses, favorable currency, and lower costs incurred for the 2014-2018 Restructuring Program. These favorable items were partially offset by higher raw material costs and unfavorable volume/mix.AMEA For the Three Months Ended June 30, 2017 2016 $ change % change (in millions) $ 1,394 $ 1,446 $ (52) (3.6)% 162 149 13 8.7% For the Six Months Ended June 30, 2017 2016 $ change % change (in millions) $ 2,885 $ 2,961 $ (76) (2.6)% 343 339 4 1.2% Three Months Ended June 30:Net revenues decreased $52 million (3.6%), due to unfavorable currency (3.2 pp) and unfavorable volume/mix (2.5 pp), partially offset by higher net pricing (1.8 pp) and the favorable impact of businesses divested (0.3 pp). Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to several currencies in the region, including the Egyptian pound, Nigerian naira and Chinese yuan, partially offset by the strength of several other currencies in the region,Philippine peso. Favorable volume/mix, including the South African randshift of Chinese new year and Indian rupee, relative toEaster-related shipments into the U.S. dollar. Unfavorable volume/mixfirst quarter, was driven by declines in refreshment beverages, cheese & grocery, gum and candy, partially offset by gains in chocolate, biscuits and biscuits. The unfavorable volume/mix also reflected the impact from the trade implementation of the new Goodsgum, partially offset by declines in candy, cheese & grocery and Services Tax (“GST”) in India and delayed shipments due to the malware incident.refreshment beverages. Higher net pricing was reflected across all categories except cheese & grocery and candy. Businesses divestedgum. The impact of divestitures, primarily includes the favorable Organic Net Revenue growth related to the grocery & cheese business in Australia and New Zealand that was divested on July 4, 2017.$13$47 million (8.7%(26.0%), primarily due to lower advertising and consumer promotion costs, lower costs incurred for the 2014-2018 Restructuring Program, higher net pricing, lower other selling, general and administrative expenses, (including a property insurance recovery), higher net pricing and lower advertising and consumer promotion costs. These favorable items were partially offset by unfavorable currency, higher raw material costs, higher costs incurred for the 2014-2018 Restructuring Program and unfavorable volume/mix.Six Months Ended June 30:Net revenues decreased $76 million (2.6%), due to unfavorable currency (3.2 pp) and unfavorable volume/mix (1.8 pp), partially offset by higher net pricing (2.3 pp) and the favorable impact of businesses divested (0.1 pp). Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to several currencies in the region, including the Egyptian pound, Nigerian naira and Chinese yuan, partially offset by the strength of several other currencies in the region, including the South African rand, Australian dollar and Indian rupee, relative to the U.S. dollar. Unfavorable volume/mix was driven by declines in cheese & grocery, refreshment beverages, gum and candy, partially offset by gains in chocolate and biscuits. The unfavorable volume/mix also reflected the impact from the trade implementation of the new GST in India and delayed shipments due to the malware incident. Higher net pricing was reflected across all categories except cheese & grocery. Businesses divested primarily includes the favorable Organic Net Revenue growth related to the grocery & cheese business in Australia and New Zealand that was divested on July 4, 2017.Segment operating income increased $4 million (1.2%), primarily due to lower other selling, general and administrative expenses (including a property insurance recovery), higher net pricing, lower manufacturing costs and lower acquisition integration costs.favorable volume/mix. These favorable items were partially offset by higher raw material costs unfavorable currency, unfavorable volume/mix, higher costs incurred forand the 2014-2018 Restructuring Program and higher advertising and consumer promotion costs. For the Three Months Ended June 30, 2017 2016 $ change % change (in millions) $ 2,171 $ 2,293 $ (122) (5.3)% 339 256 83 32.4% For the Six Months Ended June 30, 2017 2016 $ change % change (in millions) $ 4,536 $ 4,741 $ (205) (4.3)% 748 608 140 23.0% For the Three Months Ended
March 31, 2018 2017 $ change % change (in millions) Net revenues $ 2,706 $ 2,365 $ 341 14.4 % Segment operating income 497 393 104 26.5 % June 30:decreased $122increased $341 million (5.3%(14.4%), due to unfavorablefavorable currency (3.7 pp), the impact of divestitures (1.6(13.6 pp) and unfavorablefavorable volume/mix (0.8(5.6 pp), partially offset by the impact of an acquisition (0.7divestitures (3.9 pp) and higherlower net pricing (0.1(0.9 pp). UnfavorableFavorable currency impacts reflected the strength of the U.S. dollar against mostseveral currencies in the region, primarily the British pound sterling and euro, partially offset by the strength of the Russian ruble relative to the U.S. dollar.dollar, primarily the euro, British pound sterling, Polish zloty, Czech koruna and Swedish krona. Favorable volume/mix, including the shift of Easter-related shipments into the first quarter, was driven by chocolate, biscuits and refreshment beverages, partially offset by declines in cheese & grocery, gum and candy. The impact of divestitures, was primarily due to the sale of a confectionery business in France. Unfavorable volume/mix, caused by delayed shipments due to the malware incident, was driven by gum, candy, cheese & grocery and refreshment beverages, partially offset by gainsFrance, resulted in chocolate and biscuits. The acquisition of a business and license to manufacture, market and sell Cadbury-branded biscuitsyear-over-year decline in November 2016 added net revenues of $16$77 million (constant currency basis). Higher net pricing was driven by chocolate, candy and refreshment beverages, mostly offset by lower net pricing in biscuits and cheese & grocery.Segment operating income increased $83 million (32.4%), primarily due to lower divestiture-related costs, lower manufacturing costs, lower advertising and consumer promotion costs, lower other selling, general and administrative expenses and a prior-year second quarter intangible asset impairment charge. These favorable items were partially offset by higher raw material costs, unfavorable currency, higher costs incurred for the 2014-2018 Restructuring Program, unfavorable volume/mix, the impactfirst quarter of divestitures and a prior-year second quarter gain on the sale of an intangible asset.Six Months Ended June 30:Net revenues decreased $205 million (4.3%), due to unfavorable currency (4.3 pp), the impact of divestitures (0.8 pp) and lower net pricing (0.1 pp), partially offset by the impact of an acquisition (0.6 pp) and favorable volume/mix (0.3 pp). Unfavorable currency impacts reflected the strength of the U.S. dollar against most currencies in the region, primarily the British pound sterling, euro and Turkish lira, partially offset by the strength of the Russian ruble relative to the U.S. dollar. The impact of divestitures was primarily due to the sale of a confectionery business in France.2018. Lower net pricing was driven by biscuits and cheese & grocery, mostly offset by higher net pricing in chocolate, candy, refreshment beverages and gum. The acquisition of a business and license to manufacture, market and sell Cadbury-branded biscuits in November 2016 added net revenues of $30 million (constant currency basis). Favorable volume/mix, including the negative impact of delayed shipments in the second quarter due to the malware incident, was driven by chocolate and biscuits, partially offset by declineshigher net pricing in gum, cheese & grocery, refreshment beverages and candy.$140$104 million (23.0%(26.5%), primarily due to favorable currency, lower costs incurred for the 2014-2018 Restructuring Program, favorable volume/mix, lower manufacturing costs and lower divestiture-related costs,costs. These favorable items were partially offset by lapping the prior-year benefit from the settlement of a Cadbury tax matter, higher raw material costs, lower net pricing, the impact of divestitures and higher other selling, general and administrative expenses, lower advertising and consumer promotion costs and prior-year intangible asset impairment charges. These favorable items were partially offset by higher raw material costs, unfavorable currency, the impact of divestitures, lower net pricing and higher costs incurred for the 2014-2018 Restructuring Program. For the Three Months Ended June 30, 2017 2016 $ change % change (in millions) $ 1,573 $ 1,720 $ (147 ) (8.5 )% 214 295 (81 ) (27.5 )% For the Six Months Ended June 30, 2017 2016 $ change % change (in millions) $ 3,221 $ 3,395 $ (174 ) (5.1 )% 506 566 (60 ) (10.6 )% For the Three Months Ended
March 31, 2018 2017 $ change % change (in millions) Net revenues $ 1,626 $ 1,648 $ (22 ) (1.3 )% Segment operating income 275 292 (17 ) (5.8 )% June 30:$147$22 million (8.5%(1.3%), due to unfavorable volume/mix (6.6(1.3 pp), and lower net pricing (1.5(0.5 pp) and unfavorable, partially offset by favorable currency (0.4(0.5 pp). Unfavorable volume/mix primarily caused by delayed shipments due to the malware incident, was driven by declines in biscuits, gum and candy,chocolate, partially offset by a gaingains in chocolate.candy and biscuits. Lower net pricing was reflected in biscuits and chocolate, partially offset by higher net pricing in gum. Unfavorablegum and candy. Favorable currency impact was due to the strength of the U.S.Canadian dollar relative to the CanadianU.S. dollar.$81$17 million (27.5%(5.8%), primarily due to higher manufacturing costs, unfavorable volume/mix higher intangible asset impairment charges,and lower net pricing, higher other selling, general and administrative expenses (including the prior year’s gain on sale of property) and higher raw material costs.pricing. These unfavorable items were partially offset by lower manufacturing costs, lower costs incurred for the 2014-2018 Restructuring Program, and lower advertising and consumer promotion costs.Six Months Ended June 30:Net revenues decreased $174 million (5.1%), due to unfavorable volume/mix (4.0 pp),costs, lower net pricing (1.0 pp) and unfavorable currency (0.1 pp). Unfavorable volume/mix, primarily caused by delayed shipments due to the malware incident, was driven by declines in biscuits, gum and candy, partially offset by a gain in chocolate. Lower net pricing was reflected in biscuits, gum and chocolate, partially offset by higher net pricing in candy. Unfavorable currency impact was due to the strength of the U.S. dollar relative to the Canadian dollar.Segment operating income decreased $60 million (10.6%), primarily due to unfavorable volume/mix, lower net pricing, higher intangible asset impairment charges and higher raw material costs. These unfavorable items were partially offset by lower manufacturing costs lower costs incurred for the 2014-2018 Restructuring Program and lower advertisingother selling, general and consumer promotion costs.Earnings outside of the U.S. are considered indefinitely reinvested and no material tax liability has been accrued as of June 30, 2017. Overall, we do not expect any negative effects to our funding sources that would have a material effect on our liquidity, including the indefinite reinvestment of our earnings outside of the U.S.byby/(Used in) Operating Activities:$262$407 million in the first six monthsquarter of 2017 and $3372018 compared to a use of cash of $557 million in the first six monthsquarter of 2016.2017. The decreaseincrease in net cash provided by operating activities was due primarily to improved working capital trends, higher tax payments in 2017, partially offset by highernet earnings and improvementslower pension contributions in our cash conversion cycle. In2018 than in the secondfirst quarter of 2017, we continued to improve our cash conversion cycle to negative 21 days from negative 4 days in the second quarter of 2016.$286$274 million in the first six monthsquarter of 20172018 and $505$287 million in the first six monthsquarter of 2016.2017. The decrease in net cash used in investing activities primarily relates to net proceeds received from a divestiture of $169 million and lower capital expenditures of $488$284 million forin the six months ended June 30, 2017first quarter of 2018 compared to $604$306 million forin the six months ended June 30, 2016.first quarter of 2017. We continue to make capital expenditures primarily to modernize manufacturing facilities and support new product and productivity initiatives. We expect 20172018 capital expenditures to be up to $1.1$1.0 billion, including capital expenditures in connection with our 2014-2018 Restructuring Program. We expect to continue to fund these expenditures from operations.Used in/Provided by Financing Activities:used inprovided by financing activities was $376$229 million in the first six monthsquarter of 20172018 and $378 million in the first quarter of 2017. The decrease in net cash provided by financing activities was $28 million in the first six months of 2016. The increase in net cash used in financing activities relative to the comparable prior-year period was primarily due to higher net payments of long-term and lower net debt issuances of short-term debt, offset by lowerand increased share repurchases.7,8, Debt and Borrowing Arrangements, for details of our debt activity during the first six monthsquarter of 2017.2018. The nature and amount of our long-term and short-term debt and the proportionate amount of each varies as a result of current and expected business requirements, market conditions and other factors. Due to seasonality, in the first and second quarters of the year, our working capital requirements grow, increasing the need for short-term financing. The third and fourth quarterssecond half of the year typically generategenerates higher cash flows. As such, we may issue commercial paper or secure other forms of financing throughout the year to meet short-term working capital needs.74.3 percent75.9% (or $9.2$5.1 billion) of the $12.4$6.8 billion of consolidated net revenue in the sixthree months ended June 30, 2017.March 31, 2018. The operations held by MIHN represented approximately 87.7 percent78.1% (or $22.6$20.7 billion) of the $25.8$26.6 billion of net assets as of June 30, 2017March 31, 2018 and 81.7 percent75.5% (or $20.6$19.8 billion) of the $25.2$26.2 billion of net assets as of December 31, 2016.June 30, 2017,March 31, 2018, we had $4.7$4.2 billion of long-term financing authority remaining.$739approximately $829 million of long-term debt will mature as follows:fr.250 £76 million Swiss francsterling notes ($261107 million as of June 30, 2017)March 31, 2018) in JanuaryJuly 2018, $322 million in August 2018 and $478$400 million in February 2018.2019. We expect to fund these repayments with a combination of cash from operations and the issuance of commercial paper or long-term debt.June 30, 2017March 31, 2018 and $17.2$17.7 billion at December 31, 2016.2017. Ourdebt-to-capitalization ratio was 0.42 at June 30, 2017March 31, 2018 and 0.410.40 at December 31, 2016.2017. At June 30, 2017,March 31, 2018, the weighted-average term of our outstanding long-term debt was 6.76.4 years. Our average daily commercial paper borrowings outstanding were $4.2$4.7 billion in the first six months ended 2017quarter of 2018 and $2.0$4.0 billion in the first six months ended 2016.quarter of 2017. We had commercial paper outstanding totaling $4.2$4.5 billion as of June 30, 2017March 31, 2018 and $2.4$3.4 billion as of December 31, 2016.2017. We expect to continue to use commercial paper to finance various short-term financing needs. We continue to7,8, Debt and Borrowing Arrangements, for more information on our debt and debt covenants.sixfirst three months ended June 30, 2017,of 2018, the primary drivers of the increase in our aggregate commodity costs were higher commodity market pricing and currency-relatedincreased costs onfor dairy, cocoa, sugar, packaging, energy, grains & oils grains and other raw materials, partially offset by lower costs for nutscocoa and energy.commodity price volatility and a slightly higher aggregate cost environment to continue in 2017. Given that2018. While the costs of our keyprincipal raw materials fluctuate, significantly over time, we periodically enter into hedging instruments to ensure reliability of supplies and to lock in costs. As such, our actual commodity costs could vary from commodity spot market pricing over the hedged period. We believe there will continue to be an adequate supply of the raw materials we use and that they will generally remain available from numerous sources.7,8, Debt and Borrowing Arrangements, for information on debt transactions during the first six months of 2017.2018. There were no other material changes to ouroff-balance sheet arrangements and aggregate contractual obligations disclosed in our Annual Report on Form10-K for the year ended December 31, 2016.2017. We also do not expect a material change in the effect of these arrangements and obligations on our liquidity. See Note 11,12, Commitments and Contingencies, for a discussion of guarantees.10,11, Stock Plans, for more information on our stock plans, grant activity and share repurchase program for the sixthree months ended June 30, 2017.July 29, 2015,January 31, 2018, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in the share repurchase program, raising the authorization to $13.7$19.7 billion of Common Stock repurchases, and extended the program through December 31, 2018.$11,965 millionshares at an aggregate cost of shares$13.5 billion, at a weighted-average cost of $39.03 per share, through March 31, 2018 ($1,109 million0.5 billion in the first sixthree months of 2018, $2.2 billion in 2017, $2,601 million$2.6 billion in 2016, $3,623 million$3.6 billion in 2015, $1,892 million$1.9 billion in 2014 and $2,740$2.7 billion in 2013) through June 30, 2017.. The number of shares that we ultimately repurchase under our share repurchase program may vary depending on numerous factors, including share price and other market conditions, our ongoing capital allocation planning, levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic or business conditions and board and management discretion. Additionally, our share repurchase activity during any particular period may fluctuate. We may accelerate, suspend, delay or discontinue our share repurchase program at any time, without notice.$581$330 million in the first six monthsquarter of 20172018 and $537$292 million in the first six monthsquarter of 2016.2017. On August 2, 2017, the Finance Committee, with authorization delegated from our Board of Directors, approved a 16% increase in the quarterly dividend to $0.22 per common share or $0.88 per common share on an annualized basis. The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.make a determination as to whether 2017 distributions arebe characterized as dividends a return of basis, or both under U.S. federal income tax rulesrules. The final determination will be made after the 2017 calendaryear-end. This determination will be2018 year–end and reflected on an IRS Form1099-DIV 1099–DIV issued in early 2018.2016.2017. Our significant accounting estimates are described inManagement’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form10-K for the year ended December 31, 2016.2017. See Note 1,Basis of Presentation, for a discussion of the impact of new accounting standards. There were no changes in our accounting policies in the current period that had a material impact on our financial statements., for a discussion of new accounting standards.11,12, Commitments and Contingencies, and Part II, Item 1.Legal Proceedings for a discussion of contingencies.” “objective,” “project,” “outlook” and similar expressions are intended to identify our forward-looking statements, including but not limited to statements about: our future performance, including our future revenue growth margins and earnings per share;margins; price volatility and pricing actions; the cost environment and measures to address increased costs; our tax rate, tax positions, tax proceedings and estimates of the United Kingdom’simpact of U.S. tax reform on our results; the U.K.'s planned exit from the European Union and its impact on our results; the costs of, timing of expenditures under and completion of our restructuring program; category growth; consumer snacking behaviors; commodity prices and supply; investments; innovation; political and economic conditions and volatility; currency exchange rates, controls and restrictions; our operations in Ukraine;Argentina; potential impacts from changing to highly inflationary accounting in selected countries; overhead costs; the financial impact of the Keurig Dr Pepper transaction and our JDE ownership interest;investment and governance rights in Keurig Dr Pepper following closing of the transaction; the outcome and effects on us of legal matters;proceedings and government investigations; the estimated value of intangible assets; amortization expense for intangible assets; impairment of intangible assets and our projections of operating results and other factors that may affect our impairment testing; our accounting estimates and judgments and the impact of new accounting pronouncements; pension expenses, contributions and assumptions; our tax rate and tax positions; the potential impact of amounts previously paid and accrued for ICMS tax in Brazil; remediation efforts related to and the financial and other impacts of the malware incident; our liquidity, funding sources and uses of funding, including our use of commercial paper; reinvestment of earnings; our risk management program, including the use of financial instruments and the effectiveness of our hedging activities; working capital; capital expenditures and funding; share repurchases; dividends; the characterization of 2018 distributions as dividends; long-term value and return on investment for our shareholders; and our contractual obligations.strategic transactions; our ability to innovate and differentiate our products; strategic transactions; the timely and successful closing of the Keurig Dr Pepper transaction and the finalization of the terms of our participation in the transaction; significant changes in valuation factors that may adversely affect our impairment testing of goodwill and intangible assets; perceived or actual product quality issues or product recalls; failure to maintain effective internal control over financial reporting; volatility of and access to capital or other markets; pension costs; use of information technology and third party service providers; our ability to protect our intellectual property and intangible assets; a shift in ourpre-tax income among jurisdictions, including the United States; and tax law changes.assets. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report except as required by applicable law or regulation.• , our historical global coffee business(3), our historical Venezuelan operations, accounting calendar changes and currency rate fluctuations(4)(3). We also evaluate Organic Net Revenue growth from emerging markets and our Power Brands.• Our Power Brands include some of our largest global and regional brands such asOreo,Chips Ahoy!, Ritz, TUC/Club Social andbelVita biscuits;Cadbury Dairy Milk, Milka andLacta chocolate;Tridentgum;Halls candy; andTang powdered beverages.•2012-2014 Restructuring Program(5); the 2014-2018 Restructuring Program(5)(4); Venezuela remeasurement and deconsolidation losses and historical operating results; gains or losses (includingnon-cash impairment charges) on goodwill and intangible assets; divestiture(2) or acquisition gains or losses and related integrationdivestiture (2), acquisition and acquisition costs; the JDE coffee business transactions(3) gain and net incrementalintegration costs; the operating results of divestitures(2); our historical global coffee business operating results(3);mark-to-market impacts from commodity and forecasted currency transaction derivative contracts(5); benefits from resolution of tax matters (6); equity method investment earnings historically reported within operating incomeCEO transition remuneration (7); the benefit from the settlement of a Cadbury tax matter(8) and incremental expenses related to the 2017 malware incident. We also present “Adjusted Operating Income margin,” which is subject to the same adjustments as Adjusted Operating Income. We also evaluate growth in our Adjusted Operating Income on a constant currency basis(4)(3).• 2012-2014 Restructuring Program(5);items listed in the 2014-2018 Restructuring Program(5); Venezuela remeasurement and deconsolidation losses and historical operating results;Adjusted Operating Income definition as well as losses on debt extinguishment and related expenses; gains or losses (includingnon-cash impairment charges) on goodwill and intangible assets; divestiture(2) or acquisition gains or losses and related integration and acquisition costs; the JDE coffee business transactions(3) gain, transaction hedging gains or losses and net incremental costs; gain on the equity method investment exchange;transactions; net earnings from divestitures(2);mark-to-market impacts from commodity and forecasted currency transaction derivative contracts(6); gains or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans; the benefit from the settlement of a Cadburyplans and U.S. tax matterreform discrete impacts (8) and incremental expenses related to the malware incident.. Similarly, within Adjusted EPS, our equity method investment net earnings exclude our proportionate share of our investees’ unusual or infrequent items(9), such as acquisition and divestiture-related costs and restructuring program costs. We also evaluate growth in our Adjusted EPS on a constant currency basis(4).(1) When items no longer impact our current or future presentation ofnon-GAAP operating results, we remove these items from ournon-GAAP definitions. For the first quarter of 2017, we added to thenon-GAAP definitions the exclusion of the benefit from the settlement of a Cadbury tax matter – see footnote (8) below. In the second quarter of 2017, we added the exclusion of incremental expenses related to the malware incident.(2) Divestitures include completed sales of businesses and exits of major product lines upon completion of a sale or licensing agreement. Note that we completed the sale of most of our grocery business in Australia and New Zealand on July 4, 2017 and we have also removed the historical operating results of the business from our Organic Net Revenue and adjusted results for all periods presented.(3)We continue to have an ongoing interest in the legacy coffee business we deconsolidated in 2015 as part of the JDE coffee business transactions. For historical periods prior to the July 15, 2015 coffee business deconsolidation, we have reclassified any net revenue or operating income from the historical coffee business and include them where the coffee equity method investment earnings are presented within Adjusted EPS. As such, Organic Net Revenue and Adjusted Operating Income in all periods do not include the results of our legacy coffee businesses which are shown within Adjusted EPS only.(4)(3)Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period. (5)(4) Non-GAAP adjustments related to the 2014-2018 Restructuring Program reflect costs incurred that relate to the objectives of our program to transform our supply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in thenon-GAAP adjustments. Refer to our Annual Report on Form10-K for the year ended December 31, 2016 for more information on the 2012-2014 Restructuring Program.(6)(5) During the third quarter of 2016, we began to exclude unrealized gains and losses (mark-to-market (mark-to-market impacts) from outstanding commodity and forecasted currency transaction derivatives from ournon-GAAP earnings measures until such time that the related exposures impact our operating results. Since we purchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily for inventory requirements in future periods, we made this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance across periods. We also discontinued designating commodity and forecasted currency transaction derivatives for hedge accounting treatment. To facilitate comparisons of our underlying operating results, we have recast all historicalnon-GAAP earnings measures to exclude themark-to-market impacts.(7)(6) Historically,have recorded incomebenefits from equity method investments within our operating income as these investments operated as extensionsthe reversal of our base business. Beginningtax liabilities in connection with the third quarterresolution of 2015, we began to record the earnings from our equity method investments inafter-tax equity method investment earnings outsidea Brazilian indirect tax matter and settlement of operating income following the deconsolidation of our coffee business. Refer topre-acquisition Cadbury tax matters. See Note 1,Summary of Significant Accounting Policies, in12, Commitments and Contingencies – Tax Matters, and our Annual Report on Form10-K for the year ended December 31, 20162017 for moreadditional information.(8)(7) DuringOn November 20, 2017, Dirk Van de Put succeeded Irene Rosenfeld as CEO of Mondelēz International in advance of her retirement at the first quarterend of March 2018. In order to incent Mr. Van de Put to join us, we provided him compensation with a total combined target value of $42.5 million to make him whole for incentive awards he forfeited or grants that were not made to him when he left his former employer. The compensation we granted took the form of cash, deferred stock units, performance share units and stock options. In connection with Irene Rosenfeld’s retirement, we made her outstanding grants of performance share units for the 2016-2018 and 2017-2019 performance cycles eligible for continued vesting and approved a $0.5 million salary for her service as Chairman from January through March 2018. We refer to these elements of Mr. Van de Put’s and Ms. Rosenfeld’s compensation arrangements together as “CEO transition remuneration.” We are excluding amounts we expense as CEO transition remuneration from our non-GAAP results because those amounts are not part of our regular compensation program and are incremental to amounts we would have incurred as ongoing CEO compensation. As a result, in 2017, we recorded a $58 million gain onexcluded amounts expensed for the settlementcash payment to Mr. Van de Put and partial vesting of apre-acquisition Cadbury tax matter further disclosed in Note 11,Commitmentshis equity grants. In 2018, we excluded amounts paid for Ms. Rosenfeld’s service as Chairman and Contingencies – Tax Matters.partial vesting of Mr. Van de Put’s and Ms. Rosenfeld’s equity grants.(8) (9) We have excluded our proportionate share of our equity method investees’ unusual or infrequent items such as acquisition and divestiture related costs, restructuring program costs and discrete U.S. tax reform impacts, in order to provide investors with a comparable view of our performance across periods. Although we have shareholder rights and board representation commensurate with our ownership interests in our equity method investees and review the underlying operating results and unusual or infrequent items with them each reporting period, we do not have direct control over their operations or resulting revenue and expenses. Our use of equity method investment net earnings on an adjusted basis is not intended to imply that we have any such control. Our GAAP “diluted EPS attributable to Mondelēz International from continuing operations” includes all of the investees’ unusual and infrequent items. an acquisition and divestitures. We believe that Organic Net Revenue reflects the underlying growth from the ongoing activities of our business and provides improved comparability of results. We also evaluate our Organic Net Revenue growth from emerging markets and Power Brands, and these underlying measures are also reconciled to U.S. GAAP below. For the Three Months Ended June 30, 2017 For the Three Months Ended June 30, 2016 Emerging Developed Emerging Developed Markets Markets Total Markets Markets Total (in millions) (in millions) $ 2,304 $ 3,682 $ 5,986 $ 2,339 $ 3,963 $ 6,302 26 98 124 – – – – (16 ) (16 ) – – – – (83 ) (83 ) (2 ) (120 ) (122 ) $ 2,330 $ 3,681 $ 6,011 $ 2,337 $ 3,843 $ 6,180 For the Three Months Ended June 30, 2017 For the Three Months Ended June 30, 2016 (1) Power Non-Power Power Non-Power Brands Brands Total Brands Brands Total (in millions) (in millions) $ 4,295 $ 1,691 $ 5,986 $ 4,426 $ 1,876 $ 6,302 69 55 124 – – – (16 ) – (16 ) – – – – (83 ) (83 ) – (122 ) (122 ) $ 4,348 $ 1,663 $ 6,011 $ 4,426 $ 1,754 $ 6,180 For the Six Months Ended June 30, 2017 For the Six Months Ended June 30, 2016 Emerging Developed Emerging Developed Markets Markets Total Markets Markets Total (in millions) (in millions) $ 4,706 $ 7,694 $ 12,400 $ 4,642 $ 8,115 $ 12,757 8 208 216 – – – – (30 ) (30 ) – – – – (197 ) (197 ) (4 ) (241 ) (245 ) $ 4,714 $ 7,675 $ 12,389 $ 4,638 $ 7,874 $ 12,512 For the Six Months Ended June 30, 2017 For the Six Months Ended June 30, 2016 (1) Power Non-Power Power Non-Power Brands Brands Total Brands Brands Total (in millions) (in millions) $ 9,013 $ 3,387 $ 12,400 $ 9,070 $ 3,687 $ 12,757 125 91 216 – – – (30 ) – (30 ) – – – – (197 ) (197 ) – (245 ) (245 ) $ 9,108 $ 3,281 $ 12,389 $ 9,070 $ 3,442 �� $ 12,512 For the Three Months Ended March 31, 2018 For the Three Months Ended March 31, 2017 Total Total (in millions) (in millions) Net Revenue $ 2,584 $ 4,181 $ 6,765 $ 2,402 $ 4,012 $ 6,414 Impact of currency (49 ) (288 ) (337 ) — — — Impact of divestitures — — — — (136 ) (136 ) Organic Net Revenue $ 2,535 $ 3,893 $ 6,428 $ 2,402 $ 3,876 $ 6,278 For the Three Months Ended March 31, 2018 Total Total (in millions) (in millions) Net Revenue $ 5,137 $ 1,628 $ 6,765 $ 4,747 $ 1,667 $ 6,414 Impact of currency (256 ) (81 ) (337 ) — — — Impact of divestitures — — — — (136 ) (136 ) Organic Net Revenue $ 4,881 $ 1,547 $ 6,428 $ 4,747 $ 1,531 $ 6,278 (1) Each year we reevaluate our Power Brands and confirm the brands in which we will continue to make disproportionate investments. As such, we may make changes in our planned investments in primarily regional Power Brands following our annual review cycles. For 2017,2018, we made limited changes to our list of regional Power Brands and as such, we reclassified 20162017 Power Brand net revenues on a basis consistent with the current list of Power Brands.divestiture-related costs incurred for the sale of a confectionery business in France and the sale of a grocery business in Australia; impairment charges related to intangible assets; other acquisition integration costs; the operating results of divestitures; loss on divestiture;mark-to-market impacts from commodity and forecasted currency transaction derivative contracts; incremental expenses related toacquisition integration costs; divestiture-related costs; the malware incident; gain on saleoperating results of intangible assets anddivestitures; the benefitbenefits from the settlementresolution of a Cadbury tax matter.matters; and CEO transition remuneration. We also present “Adjusted Operating Income margin,” which is subject to the same adjustments as Adjusted Operating Income, and evaluate Adjusted Operating Income on a constant currency basis. We believe these measures provide improved comparability of underlying operating results. For the Three Months Ended
June 30, 2017 2016 $ Change % Change (in millions) $ 641 $ 638 $ 3 0.5% 211 228 (17 ) 4 84 (80 ) 38 12 26 – 3 (3 ) (18 ) (22 ) 4 3 – 3 46 (17 ) 63 7 – 7 – (6 ) 6 1 1 – $ 933 $ 921 $ 12 1.3% 60 – 60 $ 993 $ 921 $ 72 7.8% For the Six Months Ended
June 30, 2017 2016 $ Change % Change (in millions) $ 1,481 $ 1,360 $ 121 8.9% 422 465 (43 ) 23 84 (61 ) 38 26 12 1 6 (5 ) (38 ) (49 ) 11 3 – 3 97 37 60 7 – 7 – (6 ) 6 (46 ) – (46 ) – (1 ) 1 $ 1,988 $ 1,922 $ 66 3.4% 73 – 73 $ 2,061 $ 1,922 $ 139 7.2% For the Three Months Ended
March 31, 2018 2017 $ Change % Change (in millions) Operating Income $ 1,224 $ 825 $ 399 48.4 % 114 211 (97 ) (206 ) 51 (257 ) 1 1 — (3 ) 19 (22 ) — (27 ) 27 — (46 ) 46 4 — 4 Other/rounding (1 ) (1 ) — Adjusted Operating Income $ 1,133 $ 1,033 $ 100 9.7 % Impact of favorable currency (69 ) — (69 ) Adjusted Operating Income (constant currency) $ 1,064 $ 1,033 $ 31 3.0 % (1) 6,7, 2014-2018 Restructuring Program,, for more information.(2) 2,Divestitures and Acquisitions, for more information on the 2017 sales of a confectionery business in France and a grocery business in Australia and New Zealand. Note that we completed the sale of most of our grocery business in Australia and New Zealand on July 4, 2017 and we have also removed the historical operating results of the business for all periods presented. Refer to our Annual Report on Form9, 10-K for the year ended December 31, 2016 for more information on the 2016 sale of a confectionery business in Costa Rica.(3)Refer to Note 2,Divestitures and Acquisitions, for more information on the impairment charges recorded in 2017 and 2016 related to trademarks.(4)Refer to our Annual Report on Form10-K for the year ended December 31, 2016, for more information on the acquisition of a biscuit business in Vietnam.(5)Refer to Note 8,Financial Instruments, Note 15,16, Segment Reporting, andNon-GAAP Financial Measures appearing earlier in this section for more information on these unrealized losses/gains on commodity and forecasted currency transaction derivatives.(6)(3) Refer to our Annual Report on Form 10-K for the year ended December 31, 2017 for information on the acquisition of a biscuit business in Vietnam. (4) , for more information on the 2016 intangible asset2017 sales of a confectionery business in France, a grocery business in Australia and New Zealand, certain licenses of KHC-owned brands used in our grocery business within our Europe region, sale of one of our equity method investments and sale of a confectionery business in Finland.Japan.(7)(5) 11, 12, Commitments and Contingencies – Tax Matters,, for more information on the benefit from the settlement of apre-acquisition Cadbury tax matter.matters.(6) divestiture-related costs incurred for the sale of a confectionery business in France and the sale of a grocery business in Australia; impairment charges related to intangible assets; acquisition integration costs; net earnings from divestiture; loss on divestiture;mark-to-market impacts from commodity and forecasted currency transaction derivative contracts; incremental expenses related toacquisition integration costs; divestiture-related costs; net earnings from divestitures; the malware incident; lossesbenefits from the resolution of tax matters; CEO transition remuneration; gain on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans; losses on debt extinguishment and related expenses;swaps; the benefit from the settlement of a CadburyU.S. tax matter; gain on the equity method investment exchange;reform discrete impacts; and our proportionate share of unusual or infrequent items recorded by our JDE and Keurig equity method investees. We also evaluate Adjusted EPS on a constant currency basis. We believe Adjusted EPS provides improved comparability of underlying operating results. For the Three Months Ended June 30, 2017 2016 $ Change % Change $ 0.32 $ 0.29 $ 0.03 10.3% 0.10 0.11 (0.01 ) – 0.04 (0.04 ) 0.02 – 0.02 (0.01 ) (0.01 ) – – – – 0.03 – 0.03 – – – – – – 0.01 – 0.01
other adjustments(5) 0.01 – 0.01 $ 0.48 $ 0.43 $ 0.05 11.6% 0.03 – 0.03 $ 0.51 $ 0.43 $ 0.08 18.6% For the Six Months Ended June 30, 2017 2016 $ Change % Change $ 0.73 $ 0.64 $ 0.09 14.1% 0.21 0.22 (0.01 ) 0.01 0.04 (0.03 ) 0.02 0.01 0.01 – 0.01 (0.01 ) (0.02 ) (0.03 ) 0.01 – – – 0.06 0.02 0.04 – – – – 0.04 (0.04 ) 0.01 – 0.01 (0.04 ) – (0.04 ) – (0.03 ) 0.03
other adjustments(5) 0.03 – 0.03 $ 1.01 $ 0.92 $ 0.09 9.8% 0.03 – 0.03 $ 1.04 $ 0.92 $ 0.12 13.0% For the Three Months Ended
March 31, 2018 2017 $ Change % Change Diluted EPS attributable to Mondelēz International $ 0.62 $ 0.41 $ 0.21 51.2 % 0.06 0.10 (0.04 ) (0.12 ) 0.03 (0.15 ) — — — — 0.01 (0.01 ) — (0.01 ) 0.01 — (0.04 ) 0.04 — — — (0.01 ) — (0.01 ) 0.06 — 0.06 0.01 0.02 (0.01 ) Adjusted EPS $ 0.62 $ 0.52 $ 0.10 19.2 % Impact of favorable currency (0.05 ) — (0.05 ) Adjusted EPS (constant currency) $ 0.57 $ 0.52 $ 0.05 9.6 % (1) The tax expense/(benefit) of each of thepre-tax items excluded from our GAAP results was computed based on the facts and tax assumptions associated with each item, and such impacts have also been excluded from Adjusted EPS. For the three months ended June 30, 2017, taxes on the 2014-2018 Restructuring Program costs were $(58) million, taxes on intangible asset impairment charges were $(14) million, taxes on loss on debt extinguishment were $(4) million, taxes included in net earnings from divestitures were $4 million, taxes on divestiture-related costs were $(2) million, taxes on loss on divestiture were $4 million and taxes on equity method investee adjustments were $(2) million.For the three months ended June 30, 2016, taxes on the 2014-2018 Restructuring Program costs were $(58) million, taxes on divestiture-related costs were $(20) million, taxes onmark-to-market gains from derivatives were $8 million, taxes included in net earnings from divestitures were $4 million and taxes on intangible asset impairment charges were $(3) million.For the six months ended June 30, 2017, taxes on the 2014-2018 Restructuring Program costs were $(106) million, taxes on intangible asset impairment charges were $(14) million, taxes included in net earnings from divestitures were $9 million, taxes on equity method investee adjustments were $(6) million, taxes on loss on debt extinguishment were $(4) million, taxes on divestiture-related costs were $(5) million, taxes on loss on divestiture were $4 million and taxes onmark-to-market losses from derivatives were $3 million.For the six months ended June 30, 2016, taxes on the 2014-2018 Restructuring Program costs were $(117) million, taxes on loss related to interest rate swaps were $(35) million, taxes on divestiture-related costs were $(20) million, taxes included in net earnings from divestitures were $10 million, taxes on intangible asset impairment charges were $(8) million, taxes on the gain on equity method investment exchange were $2 million and taxes onmark-to-market losses from derivatives were $(2) million.◦ For the three months ended March 31, 2018, taxes for the: 2014-2018 Restructuring Program costs were $(30) million, mark-to-market gains from derivatives were $25 million, gain related to interest rate swaps were $3 million, U.S. tax reform were $89 million and equity method investee adjustments were $(2) million. ◦ For the three months ended March 31, 2017, taxes for the: 2014-2018 Restructuring Program costs were $(48) million, mark-to-market losses from derivatives were $(3) million, divestiture-related costs were $(3) million, net earnings from divestitures were $7 million, benefits from resolution of tax matters were $0 million and equity method investee adjustments were $4 million. (2) (3) 8,9, Financial Instruments,, for more information on our interest rate swaps, which we no longer designate as cash flow hedges during the first quarter of 2016 due to changes in financing and hedging plans.hedges.(4) 7, Debt and Borrowing Arrangements14, Income Taxes, for more information on our loss on debt extinguishment and related expenses in connection with our debt discharge.the impact of U.S. tax reform.(5) Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, and restructuring program costs and discrete U.S. tax reform impacts recorded by our JDE and Keurig equity method investees.(6)Refer to Note 2,Divestitures and Acquisitions – Keurig Transaction, for more information on the 2016 acquisition of an interest in Keurig.8,9, Financial Instruments.sixthree months ended June 30, 2017.March 31, 2018. For additional information on highly inflationary country currencies and the impact of currency policies Brexit and recent currency volatility on our financial condition and results of operations, also see Note 1,Basis of Presentation – Currency Translation and Highly Inflationary Accounting.2.1%2.3% as of June 30, 2017March 31, 2018 and 2.2%2.1% as of December 31, 2016.2017. For more information on our 20172018 debt activity, see Note 7,8, Debt and Borrowing Arrangements.There were no significant changes in the types of derivative instruments we use to hedge our exposures betweenDecember 31, 2016 and June 30, 2017. 8,9, Financial Instruments, for more information on our 20172018 derivative activity. For additional information on our hedging strategies, policies and practices on an ongoing basis, also refer to our Annual Report on Form10-K for the year ended December 31, 2016.2017.June 30, 2017.March 31, 2018. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2017.June 30, 2017. During the quarter ended June 30, 2017, due to the malware incident, we supplemented or temporarily replaced some of our normal control procedures in order to maintain our existing IT and financial controls over financial reporting. Additionally, weMarch 31, 2018. We continued to work with outsourced partners to further simplify and standardize processes and focus on scalable, transactional processes across all regions. We migrated some of our human resource processes, including compensation administration, for a number of countries in AMEA and Europe to our shared service centers in Manila, Philippines and the U.K. Additionally, we continued to transition some of our transactional data processing as well as financial and local tax reportingcontract management services for a number of countries across all regions to three outsourced partners. Pursuant to our service agreements, the controls previously established around these accounting functions will be maintained by our outsourced partners or by us, and they are subject to management’s internal control testing. There were no other changes in our internal control over financial reporting during the quarter ended June 30, 2017,March 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.11,12, Commitments and Contingencies, to the condensed consolidated financial statements in this report.2016.2017.June 30, 2017March 31, 2018 was: Issuer Purchases of Equity Securities Total Number of Total Shares Purchased Approximate Dollar Value Number Average as Part of Publicly of Shares That May Yet of Shares Price Paid Announced Plans Be Purchased Under the Purchased(1) per Share (1) or Programs(2) Plans or Programs(2) 4,410,982 $ 44.44 4,394,421 $ 2,177,744,713 4,885,344 45.34 4,857,898 1,957,484,340 4,871,543 45.69 4,864,003 1,735,234,924
June 30, 2017 14,167,869 45.18 14,116,322 Issuer Purchases of Equity Securities Period January 1-31, 2018 2,898,255 $ 43.56 2,891,800 $ 6,517,711,835 February 1-28, 2018 5,607,567 42.49 5,070,725 6,296,769,247 March 1-31, 2018 3,534,295 43.37 3,530,026 6,143,678,260 For the Quarter Ended March 31, 2018 12,040,117 43.01 11,492,551 (1) The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of restricted and deferred stock that vested, totaling 16,5616,455 shares, 27,446536,842 shares and 7,5404,269 shares for the fiscal months of April, MayJanuary, February and June 2017,March 2018, respectively.(2) 10,11, Stock Plans. MONDELĒZ INTERNATIONAL, INC. By: /s/ BRIAN T. GLADDEN Brian T. Gladden Executive Vice President and Chief Financial Officer AugustMay 2, 2017201857