Table of Contents
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM10-Q

(Mark One)

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

For the quarterly period ended September 30, 2017

March 31, 2024

OR

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

For the transition period from                to                

Commission file number1-16483

LOGO

mdlzlogoa07.jpg
Mondelēz International, Inc.

(Exact name of registrant as specified in its charter)

Virginia52-2284372
Virginia52-2284372

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

905 West Fulton Market, Suite 200
Chicago,Illinois60607

Three Parkway North,

Deerfield, Illinois

60015
(Address of principal executive offices)(Zip Code)

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

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, no par valueMDLZThe Nasdaq Global Select Market
1.625% Notes due 2027MDLZ27The Nasdaq Stock Market LLC
0.250% Notes due 2028MDLZ28The Nasdaq Stock Market LLC
0.750% Notes due 2033MDLZ33The Nasdaq Stock Market LLC
2.375% Notes due 2035MDLZ35The Nasdaq Stock Market LLC
4.500% Notes due 2035MDLZ35AThe Nasdaq Stock Market LLC
1.375% Notes due 2041MDLZ41The Nasdaq Stock Market LLC
3.875% Notes due 2045MDLZ45The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  

¨

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

¨

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

Large accelerated filerxAccelerated filer  
Non-accelerated filerSmaller reporting company 
(Do not check if a smaller reporting company)                    Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

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

x


At October 27, 2017,April 25, 2024, there were 1,494,388,5981,341,359,018 shares of the registrant’s Class A Common Stock outstanding.




Table of Contents
Mondelēz International, Inc.

Table of Contents

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

Financial Statements (Unaudited)

Item 2.

29
Item 3.

54
Item 4.

55

OTHER INFORMATION

Item 1.

56
Item 1A.

56
Item 2.

56
Item 5.
Item 6.

57
58


In this report, for all periods presented, “we,” “us,” “our,” “the Company” and “Mondelēz International” refer to Mondelēz International, Inc. and subsidiaries. References to “Common Stock” refer to our Class A Common Stock.


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Table of Contents
PART I – FINANCIAL INFORMATION


Item 1. Financial Statements.

Statements

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

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

(Unaudited)

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

Net revenues

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

Cost of sales

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

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

   2,552    2,488    7,401    7,539 

Selling, general and administrative expenses

   1,330    1,552    4,254    4,835 

Asset impairment and exit costs

   183    190    536    510 

Net gain on divestitures

   (187       (184    

Amortization of intangibles

   45    44    133    132 
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

   1,181    702    2,662    2,062 

Interest and other expense, net

   19    145    262    540 
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes

   1,162    557    2,400    1,522 

Provision for income taxes

   (272   (40   (510   (207

Gain on equity method investment exchange

               43 

Equity method investment net earnings

   103    31    236    218 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings

   993    548    2,126    1,576 

Noncontrolling interest earnings

   (1       (6   (10
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings attributable to Mondelēz International

  $992   $548   $2,120   $1,566 
  

 

 

   

 

 

   

 

 

   

 

 

 

Per share data:

        

Basic earnings per share attributable to
Mondelēz International

  $0.66   $0.35   $1.40   $1.00 
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per share attributable to
Mondelēz International

  $0.65   $0.35   $1.38   $0.99 
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends declared

  $0.22   $0.19   $0.60   $0.53 
  

 

 

   

 

 

   

 

 

   

 

 

 

 For the Three Months Ended
March 31,
 20242023
Net revenues$9,290 $9,166 
Cost of sales(4,540)(5,720)
Gross profit4,750 3,446 
Selling, general and administrative expenses(1,938)(1,855)
Asset impairment and exit costs(47)(47)
Amortization of intangible assets(38)(39)
Operating income2,727 1,505 
Benefit plan non-service income23 19 
Interest and other expense, net(68)(95)
Gain on marketable securities— 796 
Earnings before income taxes2,682 2,225 
Income tax provision(632)(658)
(Loss)/gain on equity method investment transactions including impairments(665)487 
Equity method investment net earnings31 35 
Net earnings1,416 2,089 
less: Noncontrolling interest earnings(4)(8)
Net earnings attributable to
   Mondelēz International
$1,412 $2,081 
Per share data:
Basic earnings per share attributable to
   Mondelēz International
$1.05 $1.52 
Diluted earnings per share attributable to
   Mondelēz International
$1.04 $1.52 

See accompanying notes to the condensed consolidated financial statements.

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Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Earnings

(in millions of U.S. dollars)

(Unaudited)

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

Net earnings

  $993   $548   $2,126   $1,576 

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

        

Currency translation adjustment

   337    28    1,260    131 

Pension and other benefit plans

   (10   37    (42   141 

Derivative cash flow hedges

   (19   2    11    12 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive earnings/(losses)

   308    67    1,229    284 

Comprehensive earnings

   1,301    615    3,355    1,860 

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

   9    (2   30    7 
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive earnings attributable to
Mondelēz International

  $1,292   $617   $3,325   $1,853 
  

 

 

   

 

 

   

 

 

   

 

 

 

 For the Three Months Ended
March 31,
 20242023
Net earnings$1,416 $2,089 
Other comprehensive earnings/(losses), net of tax:
Currency translation adjustment(222)151 
Pension and other benefit plans38 (6)
Derivative cash flow hedges(8)(10)
Total other comprehensive earnings/(losses)(192)135 
Comprehensive earnings/(losses)1,224 2,224 
less: Comprehensive earnings/(losses)
   attributable to noncontrolling interests
(2)10 
Comprehensive earnings/(losses) attributable to
   Mondelēz International
$1,226 $2,214 

See accompanying notes to the condensed consolidated financial statements.

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Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

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

(Unaudited)

                                    
   September 30,   December 31, 
   2017   2016 

ASSETS

    

Cash and cash equivalents

  $844   $1,741 

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

   2,981    2,611 

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

   932    859 

Inventories, net

   2,781    2,469 

Other current assets

   617    800 
  

 

 

   

 

 

 

Total current assets

   8,155    8,480 

Property, plant and equipment, net

   8,538    8,229 

Goodwill

   21,071    20,276 

Intangible assets, net

   18,638    18,101 

Prepaid pension assets

   148    159 

Deferred income taxes

   332    358 

Equity method investments

   6,060    5,585 

Other assets

   349    350 
  

 

 

   

 

 

 

TOTAL ASSETS

  $63,291   $61,538 
  

 

 

   

 

 

 

LIABILITIES

    

Short-term borrowings

  $4,551   $2,531 

Current portion of long-term debt

   1,164    1,451 

Accounts payable

   5,139    5,318 

Accrued marketing

   1,651    1,745 

Accrued employment costs

   699    736 

Other current liabilities

   2,831    2,636 
  

 

 

   

 

 

 

Total current liabilities

   16,035    14,417 

Long-term debt

   12,918    13,217 

Deferred income taxes

   4,664    4,721 

Accrued pension costs

   1,684    2,014 

Accrued postretirement health care costs

   395    382 

Other liabilities

   1,496    1,572 
  

 

 

   

 

 

 

TOTAL LIABILITIES

   37,192    36,323 

Commitments and Contingencies (Note 11)

    

EQUITY

    

Common Stock, no par value (5,000,000,000 shares authorized and 1,996,537,778 shares issued at September 30, 2017 and December 31, 2016)

        

Additional paid-in capital

   31,886    31,847 

Retained earnings

   22,296    21,149 

Accumulated other comprehensive losses

   (9,917   (11,122

Treasury stock, at cost (501,158,385 shares at September 30, 2017 and 468,172,237 shares at December 31, 2016)

   (18,234   (16,713
  

 

 

   

 

 

 

Total Mondelēz International Shareholders’ Equity

   26,031    25,161 

Noncontrolling interest

   68    54 
  

 

 

   

 

 

 

TOTAL EQUITY

   26,099    25,215 
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

  $63,291   $61,538 
  

 

 

   

 

 

 

March 31,
2024
December 31, 2023
ASSETS
Cash and cash equivalents$1,376 $1,810 
Trade receivables, less allowance ($48 and $66, respectively)3,998 3,634 
Other receivables, less allowance ($40 and $50, respectively)816 878 
Inventories, net3,562 3,615 
Other current assets9,674 1,766 
Total current assets19,426 11,703 
Property, plant and equipment, net9,574 9,694 
Operating lease right-of-use assets640 683 
Goodwill23,539 23,896 
Intangible assets, net19,614 19,836 
Prepaid pension assets1,068 1,043 
Deferred income taxes240 408 
Equity method investments2,440 3,242 
Other assets1,083 886 
TOTAL ASSETS$77,624 $71,391 
LIABILITIES
Short-term borrowings$259 $420 
Current portion of long-term debt2,024 2,101 
Accounts payable8,618 8,321 
Accrued marketing2,791 2,683 
Accrued employment costs928 1,158 
Other current liabilities10,668 4,330 
Total current liabilities25,288 19,013 
Long-term debt16,781 16,887 
Long-term operating lease liabilities504 537 
Deferred income taxes3,408 3,292 
Accrued pension costs395 437 
Accrued postretirement health care costs125 124 
Other liabilities2,609 2,735 
TOTAL LIABILITIES49,110 43,025 
Commitments and Contingencies (Note 12)
EQUITY
Common Stock, no par value ( 5,000,000,000 shares authorized, 1,996,537,778 shares issued)— — 
Additional paid-in capital32,163 32,216 
Retained earnings35,074 34,236 
Accumulated other comprehensive losses(11,132)(10,946)
Treasury stock, at cost (652,553,982 and 648,055,073 shares, respectively)(27,623)(27,174)
Total Mondelēz International Shareholders’ Equity28,482 28,332 
Noncontrolling interest32 34 
TOTAL EQUITY28,514 28,366 
TOTAL LIABILITIES AND EQUITY$77,624 $71,391 
See accompanying notes to the condensed consolidated financial statements.

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Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

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

(Unaudited)

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

Balances at January 1, 2016

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

Comprehensive earnings/(losses):

          

Net earnings

           1,659         10   1,669 

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

              (1,136     (17  (1,153

Exercise of stock options and issuance of other stock awards

       87    (94     350      343 

Common Stock repurchased

                 (2,601     (2,601

Cash dividends declared ($0.72 per share)

           (1,116           (1,116

Dividends paid on noncontrolling interest and other activities

                    (27  (27
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances at December 31, 2016

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

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive earnings/(losses):

          

Net earnings

           2,120         6   2,126 

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

              1,205      24   1,229 

Exercise of stock options and issuance of other stock awards

       39    (63     296      272 

Common Stock repurchased

                 (1,817     (1,817

Cash dividends declared ($0.60 per share)

           (910           (910

Dividends paid on noncontrolling interest and other activities

                    (16  (16
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances at September 30, 2017

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

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

*Noncontrolling interest as of September 30, 2016 was $68 million, as compared to $88 million as of January 1, 2016. The change of $(20) million during the nine months ended September 30, 2016 was due to $(27) million of dividends paid, $(3) million of other comprehensive losses, net of taxes offset by $10 million of net earnings.

 Mondelēz International Shareholders’ Equity  
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Earnings/
(Losses)
Treasury
Stock
Non-controlling
Interest
Total
Equity
Three Months Ended March 31, 2024
Balances at January 1, 2024$— $32,216 $34,236 $(10,946)$(27,174)$34 $28,366 
Comprehensive earnings/(losses):
Net earnings— — 1,412 — — 1,416 
Other comprehensive earnings/(losses),
   net of income taxes
— — — (186)— (6)(192)
Exercise of stock options and issuance of
   other stock awards
— (53)— 117 — 65 
Common Stock repurchased— — (566)— (566)
Cash dividends declared ($0.425 per share)— — (575)— — — (575)
Dividends paid on noncontrolling interest
   and other activities
— — — — — — 
Balances at March 31, 2024$— $32,163 $35,074 $(11,132)$(27,623)$32 $28,514 
Three Months Ended March 31, 2023
Balances at January 1, 2023$— $32,143 $31,481 $(10,947)$(25,794)$37 $26,920 
Comprehensive earnings/(losses):
Net earnings— — 2,081 — — 2,089 
Other comprehensive earnings/(losses),
   net of income taxes
— — — 133 — 135 
Exercise of stock options and issuance of
   other stock awards
— (31)(8)— 93 — 54 
Common Stock repurchased— — — — (409)— (409)
Cash dividends declared ($0.385 per share)— — (528)— — — (528)
Dividends paid on noncontrolling interest
   and other activities
— — 14 — — (1)13 
Balances at March 31, 2023$— $32,112 $33,040 $(10,814)$(26,110)$46 $28,274 

See accompanying notes to the condensed consolidated financial statements.

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Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in millions of U.S. dollars)

(Unaudited)

                                    
   For the Nine Months Ended 
   September 30, 
   2017   2016 

CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES

    

Net earnings

  $2,126   $1,576 

Adjustments to reconcile net earnings to operating cash flows:

    

Depreciation and amortization

   604    615 

Stock-based compensation expense

   104    102 

Deferred income tax provision/(benefit)

   77    (163

Asset impairments and accelerated depreciation

   287    262 

Loss on early extinguishment of debt

   11     

Gain on equity method investment exchange

       (43

Net gain on divestitures

   (184    

Equity method investment net earnings

   (236   (218

Distributions from equity method investments

   143    75 

Other non-cash items, net

   (238   10 

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

    

Receivables, net

   (387   (265

Inventories, net

   (236   (121

Accounts payable

   (426   (143

Other current assets

   68    79 

Other current liabilities

   (604   (266

Change in pension and postretirement assets and liabilities, net

   (312   (362
  

 

 

   

 

 

 

Net cash provided by operating activities

   797    1,138 
  

 

 

   

 

 

 

CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES

    

Capital expenditures

   (721   (909

Proceeds from divestitures, net of disbursements

   516     

Proceeds from JDE coffee business transaction and divestiture, net of disbursements

       275 

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

   77    113 
  

 

 

   

 

 

 

Net cash used in investing activities

   (128   (521
  

 

 

   

 

 

 

CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES

    

Issuances of commercial paper, maturities greater than 90 days

   1,375    1,028 

Repayments of commercial paper, maturities greater than 90 days

   (1,681   (337

Net issuances of other short-term borrowings

   2,266    1,533 

Long-term debt proceeds

   350    1,149 

Long-term debt repaid

   (1,468   (1,757

Repurchase of Common Stock

   (1,786   (1,727

Dividends paid

   (869   (801

Other

   165    82 
  

 

 

   

 

 

 

Net cash used in financing activities

   (1,648   (830
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

   82    29 
  

 

 

   

 

 

 

Cash and cash equivalents:

    

Decrease

   (897   (184

Balance at beginning of period

   1,741    1,870 
  

 

 

   

 

 

 

Balance at end of period

  $844   $1,686 
  

 

 

   

 

 

 

For the Three Months Ended
March 31,
 20242023
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
Net earnings$1,416 $2,089 
Adjustments to reconcile net earnings to operating cash flows:
Depreciation and amortization319 303 
Stock-based compensation expense31 38 
Deferred income tax provision270 199 
Asset impairments and accelerated depreciation18 
Loss/(gain) on equity method investment transactions including impairments665 (487)
Equity method investment net earnings(31)(35)
Distributions from equity method investments81 102 
Unrealized gain on derivative contracts(1,134)(67)
Gain on marketable securities— (787)
Other non-cash items, net38 25 
Change in assets and liabilities,
   net of acquisitions and divestitures:
Receivables, net(395)(590)
Inventories, net(16)(232)
Accounts payable419 216 
Other current assets(330)(137)
Other current liabilities45 517 
Change in pension and postretirement assets and liabilities, net(60)(49)
Net cash provided by operating activities1,324 1,123 
CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
Capital expenditures(299)(223)
Acquisitions, net of cash received— 
Proceeds from divestitures including equity method and marketable security investments1,034 
Proceeds from derivative settlements71 61 
Payments for derivative settlements(32)(5)
Contributions to investments(192)(246)
Proceeds from sale of property, plant and equipment and other14 
Net cash provided by/(used in) investing activities(446)636 
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
Net (repayments)/issuances of short-term borrowings(166)156 
Long-term debt proceeds547 — 
Long-term debt repayments(534)(1,036)
Repurchases of Common Stock(568)(399)
Dividends paid(578)(529)
Other76 51 
Net cash used in financing activities(1,223)(1,757)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(77)(11)
Cash, cash equivalents and restricted cash:
Decrease(422)(9)
Balance at beginning of period1,884 1,948 
Balance at end of period$1,462 $1,939 

See accompanying notes to the condensed consolidated financial statements.

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Mondelēz International, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Basis of Presentation


Our interim condensed consolidated financial statements are unaudited. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of our results of operations, financial position and cash flows. Results of operations for any interim period are not necessarily indicative of future or annual results. For a complete set of consolidated financial statements and related notes, refer to our Annual Report on Form 10-K for the year ended December 31, 2016.

2023.


Principles of Consolidation:

Consolidation

The condensed consolidated financial statements include Mondelēz International, Inc. as well as our wholly owned and majority owned subsidiaries, except our Venezuelan subsidiaries. As ofsubsidiaries that were deconsolidated in 2015. All intercompany transactions are eliminated. The noncontrolling interest represents the close of the 2015 fiscal year, we deconsolidated and changed to the cost method of accounting for our Venezuelan operations. As such, for all periods presented, we have excludednoncontrolling investors' interests in the results of operations, financial positionsubsidiaries that we control and cash flowsconsolidate. We account for investments over which we exercise significant influence under the equity method of our Venezuelan subsidiaries from our condensed consolidated financial statements.

Segment Change:

On October 1, 2016,accounting. Investments with readily determinable fair values for which we integrated our Eastern Europe, Middle East,do not have the ability to exercise significant influence are measured at fair value.


War in Ukraine
In February 2022, Russia began a military invasion of Ukraine and Africa (“EEMEA”) operating segment into our Europe and Asia Pacific operating segments to further leverage and optimize the operating scale built within the Europe and Asia Pacific regions. Russia, Ukraine, Turkey, Belarus, Georgia and Kazakhstan were combined within our Europe region, while the remaining Middle East and African countries were combined within our Asia Pacific region to form a new Asia, Middle East and Africa (“AMEA”) operating segment. We have reflected the segment change as if it had occurred in all periods presented.

As of October 1, 2016,we closed our operations and management structurefacilities in Ukraine. In March 2022, our two Ukrainian manufacturing facilities in Trostyanets and Vyshhorod were organized into four reportablesignificantly damaged. We continue to make targeted repairs on both our plants and have partially reopened and restarted production in both plants. We also continue to support our Ukraine employees, including paying salaries to those not yet able to return to work until production returns. We continue to consolidate both our Ukrainian and Russian subsidiaries and continue to evaluate our ability to control our operating segments:

Latin Americaactivities and businesses on an ongoing basis. We base our estimates on historical experience, expectations of future impacts and other assumptions that we believe are reasonable. Given the uncertainty of the ongoing effects of the war in Ukraine, and its impact on the global economic environment, our estimates could be significantly different than future performance.
AMEA
Europe
North America

See Note 15,Segment Reporting, for additional information on our segments.

Currency Translation and Highly Inflationary Accounting:

We translate the results of operations of

Within our subsidiaries from multiple currencies using average exchange rates during each periodconsolidated entities, Argentina and translate balance sheet accounts using exchange rates at the end of each period. We record currency translation adjustmentsTürkiye (Turkey)are accounted for as a component of equityhighly inflationary economies. Argentina and realized exchange gainsTürkiye represent 1.4% and losses on transactions in earnings.

Highly inflationary accounting is triggered when a country’s three-year cumulative inflation rate exceeds 100%. It requires the remeasurement of financial statements of subsidiaries in the country, from the functional currency of the subsidiary to our U.S. dollar reporting currency, with currency remeasurement gains or losses recorded in earnings. As of September 30, 2017, none0.9% of our consolidated subsidiaries were subject to highly inflationary accounting.

Argentina.We continue to closely monitor inflation and the potential for the economy to become highly inflationary for accounting purposes. As of September 30, 2017, the Argentinian economy was not designated as highly inflationary. At this time, we continue to record currency translation adjustments within equity and realized exchange gains and losses on transactions in earnings. Our Argentinian operations contributed $152 million, or 2.3% of consolidated net revenues inwith remeasurement losses of $2 million and $6 million for the three months ended March 31, 2024, respectively. Given the continued volatility of these currencies, impacts to our financial statements in future periods could be significantly different from historical levels.


Cash, Cash Equivalents and $454Restricted Cash
Cash and cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or less. Restricted cash primarily includes cash held on behalf of financial institutions in accordance with accounts receivable factoring arrangements and letters of credit arrangements with legally restricted cash collateral provisions. Restricted cash is recorded within other current assets and was $86 million or 2.4% of consolidated net revenues in the nine months ended September 30, 2017, and our Argentinian operations had a net monetary liability position as of September 30, 2017.

Ukraine. Beginning in the second quarter of 2017, based on projected inflation data published by the National Bank of Ukraine, Ukraine’s three-year cumulative inflation rate dropped below 100%March 31, 2024 and it is projected to stay below 100% for the rest of the year. As such, Ukraine is no longer designated highly inflationary and we continue to record currency translation adjustments within equity and realized exchange gains and losses on transactions in earnings. Our Ukrainian operations contributed $21$74 million or 0.3%, of consolidated net revenues in the three months and $51 million, or 0.3% of consolidated net revenues in the nine months ended September 30, 2017, and our Ukrainian net monetary assets as of September 30, 2017 were not material.

Other Countries.Since we sellDecember 31, 2023. Total cash, cash equivalents and restricted cash was $1,462 million as of March 31, 2024 and $1,884 million as of December 31, 2023.













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Table of Contents
Allowances for Credit Losses
Changes in approximately 165 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 include Brazil, China, Mexico, Russia, United Kingdom (Brexit), Turkey, Egypt, Nigeria and South Africa, most of which have had exchange rate volatility. 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.

allowances for credit losses consisted of:

Allowance for Trade ReceivablesAllowance for Other Current ReceivablesAllowance for Long-Term Receivables
 (in millions)
Balance at January 1, 2024$(66)$(50)$(15)
Net recovery for expected credit losses15 10 — 
Write-offs charged against the allowance— — 
Currency— — 
Balance at March 31, 2024$(48)$(40)$(15)

Transfers of Financial Assets:

We account for transfersAssets

The outstanding principal amount of financial assets, such asreceivables under our uncommitted revolving non-recourse accounts receivable factoring arrangements when we have surrendered control over the related assets. Determining whether control has transferred requires an evaluation of relevant legal considerations, an assessment of the nature and extent of our continuing involvement with the assets transferred and any other relevant considerations. We use receivable factoring arrangements periodically when circumstances are favorable to manage liquidity. We have a factoring arrangement with a major global bank for a maximum combined capacity of $1.0 billion. Under the program, we may sell eligible short-term trade receivables to the bank in exchange for cash. We then continue to collect the receivables sold, acting solely as a collecting agent on behalf of the bank. The outstanding principal amount of receivables under this arrangement amounted to $650$473 million as of September 30, 2017March 31, 2024 and $644$262 million as of December 31, 2016.2023. The incremental cost of factoring receivables under this arrangement was not material for all periods presented. The proceeds from the sales of receivables are included in cash from operating activities in the condensed consolidated statements of cash flows.


Non-Cash Lease Transactions
We recorded $12 million in operating lease and $22 million in finance lease right-of-use assets obtained in exchange for lease obligations during the three months ended March 31, 2024 and $39 million in operating lease and $27 million in finance lease right-of-use assets obtained in exchange for lease obligations during the three months ended March 31, 2023.

Supply Chain Financing
As part of our continued efforts to improve our working capital efficiency, we have worked with our suppliers over the past several years to optimize our terms and conditions, which include the extension of payment terms. We also facilitate voluntary supply chain financing (“SCF”) programs through several participating financial institutions. We have been informed by the participating financial institutions that our outstanding accounts payable related to suppliers that participate in the SCF programs was $2.5 billion and $2.4 billion, respectively, as of March 31, 2024 and December 31, 2023.

New Accounting Pronouncements:

Pronouncements

In August 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) to better align hedge accounting with an entity’s risk management activities and improve disclosures surrounding hedging. For cash flow and net investment hedges as of the adoption date, the ASU requires a modified retrospective transition approach. Presentation and disclosure requirements related to this ASU are required prospectively. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently assessing the impact on our consolidated financial statements.

In May 2017,September 2022, the FASB issued an ASU to clarify when changes towhich enhances the transparency of supplier finance programs by requiring additional disclosure about the key terms or conditions of these programs and a share-based payment award must be accounted for as modifications. The ASU is applied prospectively to awards that are modified on or after the adoption date. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We do not anticipate a 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 insteadroll-forward of the maturity date. The standard does not impact securities held at a discount asrelated obligations to understand the discount continues to be amortized to maturity. The ASU is appliedeffects of these programs on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We do not anticipate a material impact to our consolidated financial statements.

In March 2017, the FASB issued an ASU to improve the presentation of net periodic pension costworking capital, liquidity and net periodic postretirement benefit cost. The standard requires employers to disaggregate the service cost component from the other components of net benefit cost and disclose the amount and location where the net benefit cost is recorded in the income statement or capitalized in assets. The standard is to be applied on a retrospective basis for the change in presentation in the income statement and prospectively for the change in presentation on the balance sheet. The ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We will adopt the standard on January 1, 2018. For information on our service cost and other components of net periodic benefit cost for pension, postretirement benefit and post-employment plans, see Note 9,Benefit Plans, in this Form 10-Q and Note 9,Benefit Plans, to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

In January 2017, the FASB issued an ASU that clarifies the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business may affect many areas of accounting including acquisitions, disposals, goodwill and consolidation. The ASU is applied on a prospective basis and is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. We continue to assess the ASU based 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 a material impact on our consolidated financial statements.

In November 2016, the FASB issued an ASU that requires the change in restricted cash or cash equivalents to be included with other changes in cash and cash equivalents in the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017,2022, except for the roll-forward requirement, which is effective for fiscal years beginning after December 15, 2023. We adopted, with early adoption permitted. We anticipate adoptingthe exception of the roll-forward requirement, this standard atin the same time as the cash flow statement classification changes described below go into effect on January 1, 2018. This ASU isfirst quarter of 2023 and it did not expected to have a material impact on our consolidated statement of cash flows.

financial statements and related disclosures.


In October 2016,November 2023, the FASB issued an ASU that requires the recognition of tax consequences of intercompany asset transfers other than inventory when the transfer occurs and removes the exception to postpone recognition until the asset has been sold to an outside party. The standard is to be applied on a modified retrospective basiswhich improves reportable segment disclosure requirements, primarily through a cumulative-effect adjustment directly to retained earnings.enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2017, with2023 and early adoption is permitted. We anticipate adopting on January 1, 2018 and do not expectare currently assessing the ASU to have a material impact on our consolidated financial statements.

statements and related segment disclosures.


In August 2016,December 2023, the FASB issued an ASU which enhances the transparency of income tax disclosures, primarily related to provide guidance on eight specific cash flow classification issuesthe rate reconciliation and reduce diversity in practice in how some cash receipts and cash payments are presented and classified in the statement of cash flows.income taxes paid information. The ASU is effective for fiscal years beginning after December 15, 2017, with2024 and early adoption is permitted. We anticipate adopting this standard on January 1, 2018. This ASU is not expected to have a materialare currently assessing the impact on our consolidated financial statements.

In February 2016, the FASB issued an ASU on lease accounting. The ASU revises existing U.S. GAAPstatements and outlines a new model for lessors and lessees to use in accounting for lease contracts. The guidance requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases, with the exceptionrelated disclosures.







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Table of short-term leases. In the statement of earnings, lessees will classify leases as either operating (resulting in straight-line expense) or financing (resulting in a front-loaded expense pattern). The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We anticipate adopting the new standard on January 1, 2019. We continue to make progress in our due diligence and assess the impact of the new standard across our operations and on our consolidated financial statements, which will consist primarily of recording lease assets and liabilities on our balance sheet for our operating leases.

In January 2016, the FASB issued an ASU that provides updated guidance for the recognition, measurement, presentation and disclosure of financial assets and liabilities. The standard requires that equity investments (other than those accounted for under equity method of accounting or those that result in consolidation of the investee) be measured at fair value, with changes in fair value recognized in net income. The standard also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The ASU is effective for fiscal years beginning after December 15, 2017. This ASU is not expected to have a material impact on our consolidated financial statements.

In May 2014, the FASB issued an ASU on revenue recognition from contracts with customers. The ASU outlines a new, single comprehensive model for companies to use in accounting for revenue. The core principle is that an entity should recognize revenue to depict the transfer of control over promised goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for the goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows from customer contracts, including significant judgments made in recognizing revenue. In 2016 and early 2017, the FASB issued several ASUs that clarified principal versus agent (gross versus net) revenue presentation considerations, confirmed the accounting for certain prepaid stored-value products and clarified the guidance for identifying performance obligations within a contract, the accounting for licenses and partial sales of nonfinancial assets. The FASB also issued two ASUs providing technical corrections, narrow scope exceptions and practical expedients to clarify and improve the implementation of the new revenue recognition guidance. The revenue guidance is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date (annual reporting periods beginning after December 15, 2016). The ASU may be applied retrospectively to historical periods presented or as a cumulative-effect adjustment as of the date of adoption. We plan to adopt the new standard on January 1, 2018 on a full retrospective basis. We are finalizing reviews and working on implementing the process, policy and disclosure changes that will go into effect on January 1, 2018. At this time, we do not expect a material financial impact from adopting the new revenue standards.

Reclassifications:

Certain amounts previously reported have been reclassified to conform to current-year presentation. In connection with theContents

Note 2. Divestitures

Developed Market Gum
On October 1, 2016 segment change described above, prior-period segment information was updated to reflect the new segment structure. See Note 5,Goodwill and Intangible Assets; Note 6,2014-2018 Restructuring Program;and Note 15,Segment Reporting. We also reclassified certain amounts previously reported within our condensed consolidated statements of comprehensive earnings and Note 12,Reclassifications from Accumulated Other Comprehensive Income, to be consistent with the current-year presentation.

Note 2.   Divestitures and Acquisitions

JDE Coffee Business Transactions:

On July 2, 2015, we completed transactions to combine our wholly owned coffee businesses with those of D.E Master Blenders 1753 B.V. (“DEMB”) to create a new company, Jacobs Douwe Egberts (“JDE”). Following the exchange of a portion of our investment in JDE for an interest in Keurig Green Mountain, Inc. (“Keurig”) in March 2016, we held a 26.5% equity interest in JDE. (See discussion underKeurig Transactionbelow.) The remaining 73.5% equity interest in JDE was held by a subsidiary of Acorn Holdings B.V. (“AHBV,” owner of DEMB prior to July 2, 2015). Following the transactions discussed underJDE Stock-Based Compensation Arrangementsbelow, as of September 30, 2017, we hold a 26.5% voting interest, a 26.4% ownership interest and a 26.2% profit and dividend sharing interest in JDE. We recorded $50 million of JDE equity earnings for three months and $88 million for the nine months ended September 30, 2017 and losses of $3 million for the three months and earnings of $89 million for the nine months ended September 30, 2016. We also recorded $49 million of cash dividends received during the first quarter of 2017.

On July 5, 2016, we received an expected cash payment of $275 million from JDE to settle the receivable related to tax formation costs that were part of the initial sales price.

On July 19, 2016, the Supreme Court of Spain reached a final resolution on a challenged JDE tax position held by a predecessor DEMB company that resulted in an unfavorable tax expense of114 million. As a result, our share of JDE’s equity earnings during the third quarter of 2016 was negatively affected by30 million ($34 million as of September 30, 2016).

JDE Stock-Based Compensation Arrangements:

On June 30, 2016, we entered into agreements with AHBV and its affiliates to establish a new stock-based compensation arrangement tied to the issuance of JDE equity compensation awards to JDE employees. This arrangement replaced a temporary equity compensation program tied to the issuance of AHBV equity compensation to JDE employees. New Class C, D and E JDE shares were authorized and issued for investments made by, and vested stock-based compensation awards granted to, JDE employees. Under these arrangements, share ownership dilution from the JDE Class C, D and E shareholders is limited to 2%. We retained our 26.5% voting rights and have a slightly lower portion of JDE’s profits and dividends than our shareholder ownership interest as certain employee shareholders receive a slightly larger share. Upon execution of the agreements and the creation of the Class C, D and E JDE shares, as a percentage of the total JDE issued shares, our Class B shares decreased from 26.5% to 26.4% and AHBV’s Class A shares decreased from 73.5% to 73.22%, while the Class C, D and E shares, held by AHBV and its affiliates until the JDE employee awards vest, comprised 0.38% of JDE’s shares. Additional Class C shares are available to be issued when planned long-term incentive plan (“JDE LTIP”) awards vest, generally over the next five years. When the JDE Class C shares are issued in connection with the vested JDE LTIP awards, the Class A and B relative ownership interests will decrease. Based on estimated achievement and forfeiture assumptions, we do not expect our JDE ownership interest to decrease below 26.27%.

Keurig Transaction:

On March 3, 2016, a subsidiary of AHBV completed a $13.9 billion acquisition of all of the outstanding common stock of Keurig through a merger transaction. On March 7, 2016, we exchanged with a subsidiary of AHBV a portion of our equity interest in JDE with a carrying value of1.7 billion (approximately $2.0 billion as of March 7, 2016) for an interest in Keurig with a fair value of $2.0 billion based on the merger consideration per share for Keurig. We recorded the difference between the fair value of Keurig and our basis in JDE shares as a $43 million gain on the equity method investment exchange in March 2016. Immediately following the exchange, our ownership interest in JDE was 26.5% and our interest in Keurig was 24.2%. Both AHBV and we hold our investments in Keurig through a combination of equity and interests in a shareholder loan, with pro-rata ownership of each. Our initial $2.0 billion investment in Keurig includes a $1.6 billion Keurig equity interest and a $0.4 billion shareholder loan receivable, which are reported on a combined basis within equity method investments on our condensed consolidated balance sheet as of September 30, 2017. The shareholder loan has a 5.5% interest rate and is payable at the end of a seven-year term on February 27, 2023. We recorded Keurig equity earnings, shareholder loan interest and dividends of $25 million, $6 million and $5 million during the three months and $54 million, $18 million and $11 million during the nine months ended September 30, 2017. In 2016, we recorded Keurig equity earnings, shareholder loan interest and dividends of $10 million, $6 million and $2 million during the three months and $39 million, $14 million and $4 million during the seven months ended September 30, 2016.

Other Divestitures and Acquisitions:

On October 2, 2017,2023, we completed the sale of one of our equity method investmentsdeveloped market gum business in the United States, Canada and received cash proceeds of $65 million.

In connection withEurope to Perfetti Van Melle Group, excluding the 2012 spin-off of Kraft Foods Group, Inc. (now a part of The Kraft Heinz Company (“KHC”)), Kraft Foods Group andPortugal business which we each granted the other various licenses to use certain trademarks in connection with particular product categories in specified jurisdictions. On August 17, 2017, we entered into two agreements with KHC to terminate the licenses of certain KHC-owned brands used in our grocery business within our Europe region and to transfer to KHC inventory and certain other assets. On August 17, 2017, the first transaction closed and we received cash proceeds of9 million ($11 million as of August 17, 2017) andsold on October 23, 2017, the second transaction closed and we received cash proceeds of3 million ($3 million as of October 23, 2017). The gain on both transactions combined is expected to be immaterial.

On July 4, 2017, we completed the sale of most of our grocery business in Australia and New Zealand to Bega Cheese Limited for $456 million Australian dollars ($347 million as of July 4, 2017) and we expect to make a final working capital adjustment next quarter. We divested $27 million of current assets, $135 million of non-current assets and $4 million of current liabilities based on the July 4, 2017 exchange rate. 2023 after obtaining regulatory approval.


We recorded a pre-tax gain of $247 million Australian dollars ($187 million as of July 4, 2017) on the sale during the three months ended September 30, 2017. We incurred divestiture-related costs of $2 million in the six months ended June 30, 2017. We also had a gain on a foreign currency hedge of $2$4 million in the three months and a net loss of $3 million in the nine months ended September 30, 2017.

On April 28, 2017, we completed the sale of several manufacturing facilities in FranceMarch 31, 2024 and the sale or license of several local confectionery brands. We received net cash of approximately157 million ($169 million as of April 28, 2017), net of cash divested with the businesses. On April 28, 2017, we divested $44 million of current assets, $155 million of non-current assets, $8 million of current liabilities and $22 million of non-current liabilities based on the April 28, 2017 exchange rate. We recorded a $3 million loss on the sale during the three months ended June 30, 2017. We incurred divestiture-related costs of $1$30 million in the three months and $22 million in the nine months ended September 30, 2017 and no divestiture-related costs in the three months and $84 million in the nine months ended September 30, 2016. These costs were recorded within cost of sales and selling, general and administrative expenses of 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 recorded2023.


This disposition was not considered a $14 million impairment charge for another gum & candy trademarkstrategic shift that would have a major effect on our operations or financial results; therefore, the results of the disposed business were not classified as a portion of its carrying value would not be recoverable based on future cash flows expected under a planned license agreement with the buyer.

On November 2, 2016, we purchased from Burton’s Biscuit Company certain intangibles, which included the license to manufacture, market and sell Cadbury-branded biscuits in additional key markets around the world, including in the United Kingdom, France, Ireland, North America and Saudi Arabia. The transaction was accounted for as a business combination. Total cash paid for the acquired assets was £199 million ($245 million as of November 2, 2016). During the third quarter of 2017, we completed the valuation work and finalized the purchase price allocation of $66 million to definite-lived intangible assets, $173 million to goodwill, $2 million to property, plant and equipment and $4 million to inventory, reflecting a November 2, 2016 exchange rate.

On May 2, 2016, we completed the sale of certain local biscuit brands in Finland as part of our strategic decision to exit select small and local brands and shift investment toward our Power Brands. The sales price was14 million ($16 million as of May 2, 2016) and we divested $8 million of indefinite-lived intangible assets and less than $1 million of other assets. We received cash proceeds of12 million ($14 million as of May 2, 2016) upon closing and another2 million ($2 million as of October 31, 2016) following the completion of post-closing requirements. The additional $2 million of consideration increased the pre-tax gain of $6 million recorded in the second quarter of 2016 to a total 2016 pre-tax gain of $8 million.

Sales of Property:

In the third quarter of 2016, we sold property in North America that generated cash proceeds of $10 million and a pre-tax gain of $6 million and we sold a corporate aircraft hangar that generated cash proceeds of $3 million and a pre-tax gain of $1 million. In the second quarter of 2016, we also sold property within our North America segment and from our centrally held corporate assets. The North America sale generated cash proceeds of $40 million and a pre-tax gain of $33 million. The corporate aircraft sale generated cash proceeds of $20 million and a pre-tax gain of $6 million. The gains were recorded within selling, general and administrative expenses and cash proceeds were recorded in cash flows from other investing activities in the nine months ended September 30, 2016.

discontinued operations.


Note 3. Inventories


Inventories consisted of the following:

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

Raw materials

  $764   $722 

Finished product

   2,154    1,865 
  

 

 

   

 

 

 
   2,918    2,587 

Inventory reserves

   (137   (118
  

 

 

   

 

 

 

Inventories, net

  $                     2,781   $                     2,469 
  

 

 

   

 

 

 
As of March 31,
2024
As of December 31, 2023
 (in millions)
Raw materials$1,003 $973 
Finished product2,718 2,790 
3,721 3,763 
Inventory reserves(159)(148)
Inventories, net$3,562 $3,615 

Note 4. Property, Plant and Equipment


Property, plant and equipment consisted of the following:

As
 As of March 31,
2024
As of December 31, 2023
 (in millions)
Land and land improvements$376 $384 
Buildings and building improvements3,446 3,452 
Machinery and equipment12,693 12,736 
Construction in progress1,084 1,118 
17,599 17,690 
Accumulated depreciation(8,025)(7,996)
Property, plant and equipment, net$9,574 $9,694 

For the three months ended March 31, 2024, capital expenditures of September 30,
As$299 million excluded $418 million of accrued capital expenditures remaining unpaid at March 31, 2024 and included payment for a portion of the $471 million of capital expenditures that were accrued and unpaid at December 31, 2023. For the three months ended March 31, 2023, capital expenditures of $223 million excluded $290 million of accrued capital expenditures remaining unpaid at March 31, 2023 and included payment for a portion of the $324 million of capital expenditures that were accrued and unpaid at December 31, 2022.

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20172016
(in millions)

Land and land improvements

$469$471

Buildings and building improvements

2,9712,801

Machinery and equipment

11,17910,302

Construction in progress

1,0141,113

15,63314,687

Accumulated depreciation

(7,095(6,458

Property, plant and equipment, net

$                     8,538$                     8,229

For the nine months ended September 30, 2017, capital expenditures of $721 million excluded $220 million of accrued capital expenditures remaining unpaid at September 30, 2017 and included payment for a portion of the $343 million of capital expenditures that were accrued and unpaid at December 31, 2016. For the nine months ended September 30, 2016, capital expenditures of $909 million excluded $274 million of accrued capital expenditures remaining unpaid at September 30, 2016 and included payment for $322 million of capital expenditures that were accrued and unpaid at December 31, 2015.

In connection with our restructuring program, we recorded non-cash asset write-downs (including accelerated depreciation and asset impairments) of $46 million in the three months and $164 million in the nine months ended September 30, 2017 and $120 million in the three months and $233 million in the nine months ended September 30, 2016 (see Note 6,2014-2018 Restructuring Program). These charges were recorded in the condensed consolidated statements of earnings within asset impairment and exit costs and in the segment results as follows:

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

Latin America

  $13   $3   $25   $16 

AMEA

   20    9    62    30 

Europe

   10    49    52    87 

North America

   3    59    25    98 

Corporate

               2 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-cash assetwrite-downs

  $                     46   $                     120   $                     164   $                     233 
  

 

 

   

 

 

   

 

 

   

 

 

 




Table of Contents

Note 5. Goodwill and Intangible Assets


Goodwill by segment reflects our current segment structure
Changes in goodwill consisted of:

Latin AmericaAMEAEuropeNorth AmericaTotal
(in millions)
January 1, 2023$1,421 $3,132 $8,009 $10,888 $23,450 
Currency180 (67)341 19 473 
Acquisitions (1)
— — (33)(27)
Balance at December 31, 2023$1,607 $3,065 $8,350 $10,874 $23,896 
Currency18 (80)(279)(16)(357)
Balance at March 31, 2024$1,625 $2,985 $8,071 $10,858 $23,539 
(1)Purchase price allocation adjustments for both periods presented:

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

Latin America

  $947   $897 

AMEA

   3,349    3,324 

Europe

   7,837    7,170 

North America

   8,938    8,885 
  

 

 

   

 

 

 

Goodwill

  $21,071   $20,276 
  

 

 

   

 

 

 

Ricolino and Clif Bar during 2023.


Intangible Assets
Intangible assets consisted of the following:

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

Non-amortizable intangible assets

  $17,625   $17,004 

Amortizable intangible assets

   2,414    2,315 
  

 

 

   

 

 

 
   20,039    19,319 

Accumulated amortization

   (1,401   (1,218
  

 

 

   

 

 

 

Intangible assets, net

  $18,638   $18,101 
  

 

 

   

 

 

 

Non-amortizable


As of March 31, 2024As of December 31, 2023
Gross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
(in millions)
Definite-life intangible assets$3,304 $(2,174)$1,130 $3,322 $(2,155)$1,167 
Indefinite-life intangible assets (1)
18,484 — 18,484 18,669 — 18,669 
  Total$21,788 $(2,174)$19,614 $21,991 $(2,155)$19,836 
(1)In 2023, we recorded $26 million of intangible asset impairment charges related to a chocolate brand in the North America segment for $20 million and a biscuit brand in the Europe segment for $6 million in the third quarter.

Indefinite-life intangible assets consist principally of brand names purchased through our acquisitions of Nabisco Holdings Corp., the Spanish and Portuguese operations of United Biscuits, the globalLU biscuit business of Groupe Danone S.A., Cadbury Limited and Cadbury Limited. AmortizableClif Bar. Definite-life intangible assets consist primarily of trademarks, customer-related intangibles, process technology, licenses and non-compete agreements. At September 30, 2017, the weighted-average life of our amortizable intangible assets was 13.6 years.


Amortization expense for intangible assets was $45$38 million for the three months ended March 31, 2024 and $133 million for the nine months ended September 30, 2017 and $44$39 million for the three months and $132 million for the nine months ended September 30, 2016.March 31, 2023. For the next five years, we currently estimate annual amortization expense of approximately $180$125 million for the next four yearsin 2024-2026 and approximately $90 million in year five, reflecting September 30, 20172027 and 2028 (reflecting March 31, 2024 exchange rates.

Changes in goodwillrates).


Impairment Assessment:
We test our reporting units and intangible assets consisted of:

                                    
             Goodwill                Intangible    
    Assets, at cost    
 
   (in millions) 

Balance at January 1, 2017

  $20,276   $19,319 

Currency

   889    898 

Divestitures

   (109   (62

Acquisition

   15    (7

Asset impairments

       (109
  

 

 

   

 

 

 

Balance at September 30, 2017

  $21,071   $20,039 
  

 

 

   

 

 

 

Changes to goodwill and intangibles were:

Divestitures – During 2017, we divested several manufacturing facilities, primarily in France, and as a result of the divestiture, $23 million of goodwill and $62 million of amortizable and non-amortizable intangible assets. In the third quarter, we also completed a sale of most of our grocery business in Australia and New Zealand resulting in a goodwill decrease of $86 million. See Note 2,Divestitures and Acquisitions, for additional information.
Acquisition – During 2017, we recorded a $15 million adjustment to goodwill and a $7 million adjustment to indefinite lived assets in connection with finalizing the valuation and purchase price allocation for the Burton’s Biscuit Company purchase completed in the fourth quarter of 2016. See Note 2,Divestitures and Acquisitions, for additional information.

Asset impairments –brands for impairment annually as of July 1, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit or brand is less than its carrying amount. During the thirdfirst quarter of 2017,2024, we recorded $70 million of intangible asset impairments related toevaluated our annual testing of non-amortizable intangible assets as described further below and a $1 milliongoodwill impairment related to a transaction. During the second quarter of 2017, we recorded a $38 million intangible asset impairment charge resulting from a category decline and lower than expected product growth related to a gum trademark in our North America segment.

We have historically annually tested goodwill and non-amortizable intangible assets for impairment as of October 1. This year, we voluntarily changed the annual impairment assessment date from October 1 to July 1. We believe this measurement date, which represents a change in the method of applying an accounting principle, is preferable because it better aligns with our strategic business planning process and financial forecasts which are key components of the annual impairment tests. The change in the measurement date did not delay, accelerate or prevent an impairment charge. Each quarter, we have evaluated goodwill and intangible asset impairment risks and recognized any related impairments to date. As such, the change in the annual test date was applied on July 1, 2017.

As part of our goodwill quantitative annual impairment testing, we compare a reporting unit’s estimated fair value with its carrying value to evaluate the risk through an assessment of potential goodwill impairment.triggering events. We estimate a reporting unit’s fair value using a discounted cash flow method which incorporates planned growth rates, market-based discount ratesconsidered qualitative and estimates of residual value. This year, forquantitative information in our Europe and North America reporting units, we used a market-based, weighted-average cost of capital of 7.2% to discount the projected cash flows of those operations. For our Latin America and AMEA reporting units, we used a risk-rated discount rate of 10.2%. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans and industry and economic conditions, and our actual results and conditions may differ over time. If the carrying value of a reporting unit’s net assets exceeds its fair value, we would record an impairment based on the difference between the carrying value and fair value of the reporting unit.

In 2017 and 2016,assessment. We concluded there were no goodwill impairments andimpairment indicators.


During our 2023 annual indefinite-life intangible asset testing, we identified thirteen brands that each of our reporting units had sufficienta fair value in excess of itsbook value of 10% or less. The aggregate book value of the thirteen brands was $3.6 billion as of March 31, 2024, of which $1.9 billion is related to five recently acquired brands. We believe our current plans for each of these brands will support the current carrying value. While all reporting units passed our annual impairment testing,values, but if planned business performance expectationsplans to grow brand earnings and expand margin are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then the estimated fair values of a reporting unit or reporting units might decline and lead to a goodwill impairment in the future.

During our 2017 annual testing of non-amortizable intangible assets, we recorded $70 million of impairment charges in the third quarter of 2017 related to five trademarks. The impairments arose due to lower than expected product growth in part driven by decisions to redirect support from these trademarks to other regional and global brands. We recorded charges related to candy and gum trademarks of $52 million in AMEA, $11 million in Europe, $5 million in Latin America and $2 million in North America. The impairment charges were calculated as the excess of the carrying value over the estimated fair value of the intangible assets on a global basis and were recorded within asset impairment and exit costs. We primarily use a relief of royalty valuation method, which utilizes estimates of future sales, growth rates, royalty rates and discount rates in determining a brand’s global fair value. We also noted thirteen brands, including the five impaired trademarks, with $965 million of aggregate book value as of September 30, 2017 that each had a fair value in excess of book value of 10% or less. We believe our current plans for each of these brands will allow them to continue to not be impaired, but if the product line expectations are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then a brand or brands could become impaired in the future.




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Note 6. 2014-2018Investments

Marketable Securities
On March 2, 2023, we sold approximately 30 million shares of Keurig Dr Pepper Inc. (NASDAQ: "KDP"), which reduced our ownership interest by 2.1 percentage points, from 5.3% to 3.2% of the total outstanding shares. We received approximately $1.0 billion in proceeds and recorded a pre-tax gain on equity method transactions of $493 million ($368 million after-tax) on this sale during the first quarter of 2023. This reduction in ownership, to below 5% of the outstanding shares, resulted in a change of accounting for our KDP investment, from equity method investment accounting to accounting for equity interests with readily determinable fair values ("marketable securities") as we no longer had significant influence over KDP. Marketable securities are measured at fair value based on quoted prices in active markets for identical assets (Level 1). Subsequently in 2023, we sold the remainder of our shares of KDP and exited our investment in the company.

Pre-tax gains for marketable securities are summarized below:

Three Months Ended March 31, 2023
(in millions)
Unrealized gain on marketable securities held as of the end of the period$787 
Dividend income and other
Total gain on marketable securities$796 

We reported no marketable securities as of March 31, 2024 and $1.6 billion as of March 31, 2023 in Other current assets in the condensed consolidated balance sheet.

Equity Method Investments
Our equity method investments include, but are not limited to, our ownership interests in JDE Peet's (Euronext Amsterdam: "JDEP"), Dong Suh Foods Corporation and Dong Suh Oil & Fats Co. Ltd. Our ownership interests may change over time due to investee stock-based compensation arrangements, share issuances or other equity-related transactions. As of March 31, 2024, we owned 17.7%, 50.0% and 49.0%, respectively, of these companies' outstanding shares. We continue to have board representation with two directors on JDEP's Board of Directors and have retained certain additional governance rights. As we continue to have significant influence, we continue to account for our investment in JDEP under the equity method.

Our investments accounted for under the equity method of accounting totaled $2.4 billion as of March 31, 2024 and $3.2 billion as of December 31, 2023. We recorded equity earnings of $31 million and cash dividends of $81 million in the three months ended March 31, 2024, and equity earnings of $35 million and cash dividends of $102 million in the three months ended March 31, 2023.

During the three months ended March 31, 2024, we determined there was an other-than-temporary impairment based on the period of time for which the quoted market price fair value has been less than the carrying value of the investment and the uncertainty surrounding JDEP's stock price recovering to the carrying value. As a result, the investment was written down to its estimated fair value based on the closing price of the underlying equity security of €19.46 per share on March 28, 2024, resulting in an impairment charge of €612 million ($665 million). This charge was included within (Loss)/gain on equity method investment transactions including impairments in the condensed consolidated statement of earnings. Any potential future impairments of JDEP will continue to be assessed based upon the other-than-temporary impairment criteria. There was no other than temporary impairment identified in 2023.

JDEP Transactions
On March 30, 2023, we issued options to sell shares of JDEP in tranches equivalent to approximately 7.7 million shares. These options were exercisable at their maturities which were between July 3, 2023 and September 29, 2023, with strike prices ranging from €26.10 to €28.71 per share. Subsequent to the three months ended March 31, 2023, we exercised options on 2.2 million of the 7.7 million shares.

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In 2021, we issued €300 million exchangeable bonds, which are redeemable at maturity in September 2024 at their principal amount in cash or, at our option, through the delivery of an equivalent number of JDEP’s ordinary shares based on an initial exchange price of €35.40 and, as the case may be, an additional amount in cash. If all bonds were redeemed in exchange for JDEP's shares, this would represent approximately 8.5 million shares or approximately 10% of our equity interest in JDEP as of March 31, 2024. Refer to Note 9, Financial Instruments, for further details on this transaction.

Note 7. Restructuring Program


On May 6, 2014, our Board of Directors approved a $3.5 billion 2014-2018 restructuring program and up to $2.2 billion of capital expenditures. On August 31, 2016, our Board of Directors approved a $600 million reallocation between restructuring program cash costs and capital expenditures so that now the $5.7 billion program consistsconsisted of approximately $4.1 billion of restructuring program costscharges ($3.1 billion cash costs and $1$1.0 billion non-cash costs) and up to $1.6 billion of capital expenditures. On September 6, 2018, our Board of Directors approved an extension of the restructuring program through 2022, an increase of $1.3 billion in the program charges and an increase of $700 million in capital expenditures. On October 21, 2021, our Board of Directors approved an extension of the restructuring program through 2023, and on July 25, 2023, our Board of Directors approved a further extension of the restructuring program through December 31, 2024. The total $7.7 billion program now consists of $5.4 billion of program charges ($4.1 billion of cash costs and $1.3 billion of non-cash costs) and total capital expenditures of $2.3 billion to be incurred over the life of the program. The current restructuring program, as increased and extended by these actions, is now called the Simplify to Grow Program.

The primary objective of the 2014-2018 RestructuringSimplify to Grow Program is to reduce our operating cost structure in both our supply chain and overhead costs. The program is intended primarily to covercovers severance as well as asset disposals and other manufacturing-relatedmanufacturing and procurement-related one-time costs. Since inception, we have incurred total restructuring and related implementation charges of $3.1$5.3 billion related to the 2014-2018 RestructuringSimplify to Grow Program. We expect to incur the full $4.1 billionremainder of the program charges by year-end 2018.

2024.


Restructuring Costs:

The Simplify to Grow Program liability activity for the three months ended March 31, 2024 was:
 Severance
and related
costs
Asset
Write-downs and Other (1)
Total
 (in millions)
Liability balance, January 1, 2024$191 $— $191 
Charges (2)
41 42 
Cash spent (3)
(13)— (13)
Non-cash settlements/adjustments (4)
— (1)(1)
Currency(4)— (4)
Liability balance, March 31, 2024 (5)
$215 $— $215 

(1)Includes gains as a result of assets sold which are included in the restructuring program.
(2)We recorded restructuring charges of $113$42 million in the three months ended March 31, 2024 and $418 million in the nine months ended September 30, 2017 and $187restructuring charges of $30 million in the three months and $480 million in the nine months ended September 30, 2016March 31, 2023 within asset impairment and exit costs. The 2014-2018 Restructuring Program liability activity for the nine months ended September 30, 2017 was:

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

Liability balance, January 1, 2017

  $464   $   $464 

Charges

   250    168    418 

Cash spent

   (245       (245

Non-cash settlements/adjustments

   (6   (168   (174

Currency

   30        30 
  

 

 

   

 

 

   

 

 

 

Liability balance, September 30, 2017

  $493   $   $493 
  

 

 

   

 

 

   

 

 

 

costs and benefit plan non-service income.

(3)We spent $83$13 million in the three months ended March 31, 2024 and $245 million in the nine months ended September 30, 2017 and $89$18 million in the three months and $249 million in the nine months ended September 30, 2016March 31, 2023 in cash severance and related costs.
(4)We also recognized non-cash pension settlement losses (See Note 9,Benefit Plans), non-cash asset write-downs (including accelerated depreciation and asset impairments) and other non-cash adjustments, totaling $48including any gains on sale of restructuring program assets, which totaled a charge of $1 million in the three months ended March 31, 2024 and $174 million in the nine months ended September 30, 2017 and $120a charge of $1 million in the three months and $244 million in the nine months ended September 30, 2016. March 31, 2023.
(5)At September 30, 2017, $431March 31, 2024, $119 million of our net restructuring liability was recorded within other current liabilities and $62$96 million was recorded within other long-term liabilities.


Implementation Costs:

Costs

Implementation costs are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit or disposal activities. We believe the disclosure of implementation costs provides readers of our financial statements with moreadditional information on the total costs of our 2014-2018 RestructuringSimplify to Grow Program. Implementation costs primarily relate to reorganizing our operations and facilities in connection with our supply chain reinvention program and other identified productivity and cost saving initiatives. The costs include incremental expenses related to the closure of facilities, costs to terminate certain contracts and the simplification of our information systems. Within our continuing results of operations, we recorded implementation costs of $62$11 million in
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the three months ended March 31, 2024 and $5 million in the three months and $179 million in the nine months ended September 30, 2017 and $114 million in the three months and $286 million in the nine months ended September 30, 2016.March 31, 2023. We recorded these costs within cost of sales and general corporate expense within selling, general and administrative expenses.


Restructuring and Implementation Costs in Operating Income:

During the three and nine months ended September 30, 2017March 31, 2024 and September 30, 2016,March 31, 2023, and since inception of the 2014-2018 RestructuringSimplify to Grow Program, we recorded the following restructuring and implementation costs within segment operating income by segment (as revised to reflect our current segment structure) as follows:

                                                                                                            
   Latin           North         
   America   AMEA   Europe   America (1)   Corporate (2)   Total 
   (in millions) 

For the Three Months Ended
September 30, 2017

            

Restructuring Costs

  $45   $32   $30   $7   $(1  $113 

Implementation Costs

   8    11    18    13    12    62 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

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

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the Nine Months Ended
September 30, 2017

            

Restructuring Costs

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

Implementation Costs

   28    30    49    38    34    179 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

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

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the Three Months Ended
September 30, 2016

            

Restructuring Costs

  $27   $9   $76   $75   $   $187 

Implementation Costs

   15    9    45    30    15    114 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

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

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the Nine Months Ended
September 30, 2016

            

Restructuring Costs

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

Implementation Costs

   34    27    78    101    46    286 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

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

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Project 2014-2017(3)

            

Restructuring Costs

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

Implementation Costs

   137    116    253    233    209    948 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

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

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

and earnings before income taxes:
Latin
America
AMEAEuropeNorth
America
CorporateTotal
 (in millions)
For the Three Months Ended March 31, 2024
Restructuring Costs$$$40 $— $(1)$42 
Implementation Costs— — 11 
Total$$$41 $$$53 
For the Three Months Ended March 31, 2023
Restructuring Costs$— $$30 $(1)$— $30 
Implementation Costs— — — — 
Total$— $$30 $(1)$$35 
Total Project
(Inception to Date)
Restructuring Costs$547 $562 $1,282 $676 $153 $3,220 
Implementation Costs304 245 582 602 378 2,111 
Total$851 $807 $1,864 $1,278 $531 $5,331 















12(1)During 2017 and 2016, our North America region implementation costs included incremental costs that we incurred related to re-negotiating collective bargaining agreements that expired at the end of February 2016 for eight U.S. facilities and related to executing business continuity plans for the North America business.
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(2)Includes adjustment for rounding.
(3)Includes all charges recorded since program inception on May 6, 2014 through September 30, 2017.



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Note 7.8. Debt and Borrowing Arrangements


Short-Term Borrowings:

Borrowings

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

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

Commercial paper

  $4,370    1.3%   $2,371    1.0% 

Bank loans

   181    10.6%    160    10.6% 
  

 

 

     

 

 

   

Total short-term borrowings

  $4,551     $2,531   
  

 

 

     

 

 

   

As of September 30, 2017, commercial paper issued and outstanding had between 2 and 66 days remaining to maturity. Commercial paper borrowings increased since year-end primarily as a result of issuances to finance the payment of long-term debt maturities, dividend payments and share repurchases during the year.

Some of our international subsidiaries maintain primarily

 As of March 31, 2024As of December 31, 2023
Amount
Outstanding
Weighted-
Average Rate
Amount
Outstanding
Weighted-
Average Rate
(in millions, except percentages)
Commercial paper$204 5.5 %$346 5.5 %
Bank loans55 13.3 %74 17.2 %
Total short-term borrowings$259 $420 

Our uncommitted credit lines to meet short-term working capital needs. Collectively, theseand committed credit lines amounted to $1.9 billion at September 30, 2017available as of March 31, 2024 and $1.8 billion at December 31, 2016. Borrowings on these lines were $181 million at September 30, 2017 and $160 million at December 31, 2016.

Borrowing Arrangements:

On March 1, 2017, to supplement our commercial paper program, we entered into a $1.5 billion revolving credit agreement for a 364-day senior unsecured credit2023 include:

 As of March 31, 2024As of December 31, 2023
Facility AmountBorrowed AmountFacility AmountBorrowed Amount
(in millions)
Uncommitted credit facilities (1)
$923 $55 $906 $74 
Credit facilities:
February 19, 2025 (2)
1,500 — 1,500 — 
February 23, 2027 (2)
4,500 — 4,500 — 
Various (3)
277 277 277 277 

(1)Prior year facility that is scheduled to expire on February 28, 2018. The agreement includes the same terms and conditions as our existing $4.5 billion multi-year credit facility discussed below. As of September 30, 2017, no amounts were drawn on the facility.

amount has been revised.

(2)We also maintain a $4.5 billion multi-year senior unsecured revolving credit facilityfacilities for general corporate purposes, including working capital needs, and to support our commercial paper program. On October 14, 2016, the revolving credit agreement, which was scheduled to expire on October 11, 2018, was extended through October 11, 2021. The revolving credit agreement includesagreements include a covenant that we maintain a minimum shareholders’shareholders' equity of at least $24.6$25.0 billion, excluding accumulated other comprehensive earnings/(losses) and, the cumulative effects of any changes in accounting principles.principles and earnings/(losses) recognized in connection with the ongoing application of any mark-to-market accounting for pensions and other retirement plans. At September 30, 2017,March 31, 2024, we complied with this covenant as our shareholders’shareholders' equity, as defined by the covenant, was $35.9$39.6 billion. The revolving credit facility agreement also contains customary representations, covenants and events of default. There are no credit rating triggers, provisions or other financial covenants that could require us to post collateral as security. As of September 30, 2017, no amounts were drawn
(3)On April 18, 2023, and subsequently amended on October 3, 2023, we entered into a credit facility secured by pledged deposits classified as long-term other assets. Draw downs on the facility.

Long-Term Debt:

facility bear a variable rate based on SOFR plus applicable margin. On April 12, 2017,5, 2024, we discharged $488 million of our 6.500% U.S. dollar-denominated debt. We paid $504 million, representing principal as well as past and future interest accruals fromdrew down $0.15 billion which is due on February 2017 through15, 2029.


Debt Repayments
During the August 2017 maturity date. We recorded an $11 million loss on debt extinguishment within interest expense and a $5 million reduction in accrued interest.

On March 30, 2017,fr.175 million of our 0.000% Swiss franc-denominated notes matured. The notes and accrued interest to date were paid with net proceeds from thefr.350 million Swiss franc-denominated notes issued on March 13, 2017.

On March 13, 2017, we launched an offering offr.350 million of Swiss franc-denominated notes, or $349 million in U.S. dollars as ofthree months ended March 31, 2017, consisting of:

fr.225 million (or $224 million) of 0.050% fixed rate notes that mature on March 30, 2020
fr.125 million (or $125 million) of 0.617% fixed rate notes that mature on September 30, 2024

On2024, we repaid the following notes (in millions):


Interest RateMaturity DateAmountUSD Equivalent
2.125%March 2024$500$500

During the three months ended March 30, 2017,31, 2023, we received netdid not complete any debt repayments.

Debt Issuances
During the three months ended March 31, 2024, we issued the following notes (in millions):

Issuance DateInterest RateMaturity Date
Gross Proceeds (1)
Gross Proceeds USD Equivalent
February 20244.750%February 2029$550$550

(1)Represents gross proceeds offr.349 million (or $349 million) that were used for general corporate purposes.

On January 26, 2017,750 million of our 1.125% euro-denominated notes matured. The notes and accrued interest to date were paid withfrom the issuance of commercial papernotes excluding debt issuance costs, discounts and cash on hand.

Our weighted-average interest rate on our totalpremiums.


During the three months ended March 31, 2023, we did not complete any debt was 2.0% asissuances.


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Table of September 30, 2017 and 2.2% as of December 31, 2016, down from 3.7% as of December 31, 2015.

Contents

Fair Value of Our Debt:

Debt

The fair value of our short-term borrowings at September 30, 2017 and December 31, 2016 reflects current market interest rates and approximates the amounts we have recorded on our condensed consolidated balance sheets. The fair value of our long-term debt was determined using quoted prices in active markets (Level 1 valuation data) for the publicly traded debt obligations. At September 30, 2017, the aggregate fair value of our total debt was $19,367 million and its carrying value was $18,633 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.


 As of March 31, 2024As of December 31, 2023
(in millions)
Fair Value$16,940 $17,506 
Carrying Value$19,064 $19,408 

Interest and Other Expense, net:

net

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

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

Interest expense, debt

  $89   $129   $295   $400 

Loss on debt extinguishment

           11     

Loss related to interest rate swaps

               97 

Other (income)/expense, net

   (70   16    (44   43 
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest and other expense, net

  $19   $145   $262   $540 
  

 

 

   

 

 

   

 

 

   

 

 

 

See Note 8,Financial Instruments, for information on the loss

For the Three Months Ended
March 31,
 20242023
 (in millions)
Interest expense, debt$122 $153 
Other income, net(54)(58)
Interest and other expense, net$68 $95 

Other income, net includes amounts excluded from hedge effectiveness related to U.S. dollar interest rate swaps no longer designated as accounting cash flow hedges during the first quarter of 2016. Seeour net investment hedge derivative contracts. Refer to Note 11,Commitments and Contingencies, for information on the $59 million of other income recorded in connection with the resolution of a Brazilian indirect tax matter and the reversal of related accrued interest.

9,
Financial Instruments.

Note 8.9. Financial Instruments


Fair Value of Derivative Instruments:

Instruments

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

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

Derivatives designated as
accounting hedges:

        

Currency exchange contracts

  $   $2   $19   $8 

Commodity contracts

   1        17    22 

Interest rate contracts

   33    421    108    19 
  

 

 

   

 

 

   

 

 

   

 

 

 
  $34   $423   $144   $49 
  

 

 

   

 

 

   

 

 

   

 

 

 

Derivatives not designated
as accounting hedges:

        

Currency exchange contracts

  $70   $45   $29   $43 

Commodity contracts

   35    169    112    167 

Interest rate contracts

   15    10    27    19 
  

 

 

   

 

 

   

 

 

   

 

 

 
  $120   $224   $168   $229 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total fair value

  $154   $647   $312   $278 
  

 

 

   

 

 

   

 

 

   

 

 

 

Derivatives designated as accounting hedges include cash flow

 As of March 31, 2024As of December 31, 2023
Asset
Derivatives
Liability
Derivatives
Asset
Derivatives
Liability
Derivatives
 (in millions)
Derivatives designated as
accounting hedges:
Interest rate contracts$133 $55 $120 $57 
Currency exchange contracts— — — 
Net investment hedge derivative contracts (1)
194 195 163 382 
$327 $251 $283 $439 
Derivatives not designated as
   accounting hedges:
Currency exchange contracts$210 $114 $195 $134 
Commodity contracts8,722 7,486 1,119 984 
Interest rate contracts— 
Equity method investment contracts (2)
— — — — 
$8,933 $7,603 $1,314 $1,120 
Total fair value$9,260 $7,854 $1,597 $1,559 

(1)Net investment hedge derivative contracts consist of cross-currency interest rate swaps, forward contracts and fair value hedges and derivatives not designated as accounting hedges include economic hedges. Non-U.S.options. We also designate some of our non-U.S. dollar denominated debt designated asto hedge a hedgeportion of our net investments in our non-U.S. operations,operations. This debt is not reflected in the table above, but is included in long-term debt summarizeddiscussed in Note 7,8, Debt and Borrowing Arrangements. Both net investment hedge derivative contracts and non-U.S. dollar denominated debt acting as net investment hedges are also disclosed in the Derivative Volume table and the Hedges of Net Investments in International Operations section appearing later in this footnote.
(2)Equity method investment contracts consist of the bifurcated embedded derivative option that was a component of the September 20, 2021 €300 million exchangeable bonds issuance and terminates on September 20, 2024. Refer to Note 8, Debt and Borrowing Arrangements..


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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.

derivative instruments in the condensed consolidated balance sheet as follows:


 As of March 31, 2024As of December 31, 2023
 (in millions)
Other current assets$8,969 $1,347 
Other assets291 250 
Other current liabilities7,637 1,209 
Other liabilities217 350 

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

                                                                        
   As of September 30, 2017 
   Total
Fair Value of Net
Asset/(Liability)
   Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   Significant
Other Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
   (in millions) 

Currency exchange contracts

  $23   $   $23   $ 

Commodity contracts

   (133   (133        

Interest rate contracts

   (383       (383    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total derivatives

  $(493  $(133  $(360  $ 
  

 

 

   

 

 

   

 

 

   

 

 

 

                                                                        
   As of December 31, 2016 
   Total
Fair Value of Net
Asset/(Liability)
   Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   Significant
Other Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
   (in millions) 

Currency exchange contracts

  $(3  $   $(3  $ 

Commodity contracts

   (60   (86   26     

Interest rate contracts

   97        97     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total derivatives

  $34   $(86  $120   $ 
  

 

 

   

 

 

   

 

 

   

 

 

 

 As of March 31, 2024
 Total
Fair Value of Net
Asset/(Liability)
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
 (in millions)
Currency exchange contracts$95 $— $95 $— 
Commodity contracts1,236 (101)1,337 — 
Interest rate contracts76 — 76 — 
Net investment hedge contracts(1)— (1)— 
Total derivatives$1,406 $(101)$1,507 $— 

 As of December 31, 2023
 Total
Fair Value of Net
Asset/(Liability)
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
 (in millions)
Currency exchange contracts$61 $— $61 $— 
Commodity contracts135 28 107 — 
Interest rate contracts61 — 61 — 
Net investment hedge contracts(219)— (219)— 
Total derivatives$38 $28 $10 $— 

Level 1 financial assets and liabilities consist of exchange-traded commodity futures and listed options. The fair value of these instruments is determined based on quoted market prices on commodity exchanges. Our exchange-traded derivatives are generally subject to master netting arrangements that permit net settlement of transactions with the same counterparty when certain criteria are met, such as in the event of default. We also are required to maintain cash margin accounts in connection with funding the settlement of our open positions, and the margin requirements generally fluctuate daily based on market conditions. We have recorded margin deposits related to our exchange-traded derivatives of $198 million as of September 30, 2017 and $133 million as of December 31, 2016 within other current assets. Based on our net asset or liability positions with individual counterparties, in the event of default and immediate net settlement of all of our open positions, for derivatives we have in a net asset position, our counterparties would owe us a total of $65 million as of September 30, 2017 and $48 million as of December 31, 2016. As of September 30, 2017, we have no derivatives in a net liability position, and as of December 31, 2016 we would have owed $2 million for derivatives in a net liability position.


Level 2 financial assets and liabilities consist primarily of over-the-counter (“OTC”) currency exchange forwards, options and swaps; commodity forwards and options; net investment hedge contracts; and interest rate swaps. Our currency exchange contracts are valued using an income approach based on observable market forward rates less the contract rate multiplied by the notional amount. Commodity derivatives are valued using an income approach based on the observable market commodity index prices less the contract rate multiplied by the notional amount or based on pricing models that rely on market observable inputs such as commodity prices. Our bifurcated exchange options are valued, as derivative instrument liabilities, using the Black-Scholes option pricing model. This model requires assumptions related to the market price of the underlying note and associated credit spread combined with the share of price, expected dividend yield, and expected volatility of the JDE Peet’s shares over the life of the option.Our calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the observable market interest rate curve. Our calculation of the fair value of financial instruments takes into consideration the risk of nonperformance, including counterparty credit risk. Our OTC derivative transactions are governed by International Swap Dealers Association agreements and other standard industry contracts. Under these agreements, we do not post nor require collateral from our counterparties. The majority of our commodity and currency exchange OTC derivativesderivative contracts do not have a legal right of set-off. In connection with our OTC derivatives that could be net-settled in the event of default, assuming all parties were to fail to comply with the terms of the agreements, for derivatives we have in a net liability position, we would owe $409 million as of September 30, 2017 and $40 million as of December 31, 2016, and for derivatives we have in a net asset position, our counterparties would owe us a total of $25 million as of September 30, 2017 and $162 million as of December 31, 2016. We manage the credit risk in connection with these and all our derivatives by entering into transactions with counterparties with investment grade credit
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ratings, limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties.


Derivative Volume:

Volume

The net notional values of our derivativehedging instruments were:

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

Currency exchange contracts:

    

Intercompany loans and forecasted interest payments

  $3,649   $3,343 

Forecasted transactions

   2,066    1,452 

Commodity contracts

   1,137    837 

Interest rate contracts

   6,517    6,365 

Net investment hedge – euro notes

   3,975    4,012 

Net investment hedge – pound sterling notes

   454    419 

Net investment hedge – Swiss franc notes

   1,704    1,447 

 Notional Amount
 As of March 31,
2024
As of December 31, 2023
 (in millions)
Currency exchange contracts:
Intercompany loans and forecasted interest payments$7,133 $2,860 
Forecasted transactions6,079 5,550 
Commodity contracts18,833 16,631 
Interest rate contracts3,636 2,384 
Net investment hedges:
Net investment hedge derivative contracts8,034 7,456 
Non-U.S. dollar debt designated as net investment hedges:
Euro notes3,437 3,516 
Swiss franc notes361 386 
Canadian dollar notes443 453 

Cash Flow Hedges:

Hedges

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

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

Accumulated (loss)/gain at beginning of period

  $(91  $(36  $(121  $(45

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

   (13   (2   (10   64 

Unrealized gain/(loss) in fair value

   (6   4    21    (53
  

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated (loss)/gain at end of period

  $(110  $(34  $(110  $(34
  

 

 

   

 

 

   

 

 

   

 

 

 

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

 

 

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

Currency exchange contracts – forecasted transactions

  $(3  $(6  $(2  $(3

Commodity contracts

   16    8    12    (1

Interest rate contracts

               (60
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $13   $2   $10   $(64
  

 

 

   

 

 

   

 

 

   

 

 

 

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

 

 

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

Currency exchange contracts – forecasted transactions

  $(11  $(11  $(37  $(21

Commodity contracts

   25    10    31    19 

Interest rate contracts

   (20   5    27    (51
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $(6  $4   $21   $(53
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash flow hedge ineffectiveness was not material. Refer to Note 13, Reclassifications from Accumulated Other Comprehensive Income for all periods presented.

Within interest and other expense, net, we recorded pre-tax losses of $97 million in the first quarter of 2016 related to amounts excluded from effectiveness testing. This amount relates to interest rate swaps no longer designated as cash flow hedges due to changes in financing plans. Due to lower overall costs and our decision to hedge a greater portion of our net investments in operations that use currencies other than the U.S. dollar as their functional currencies, we changed our plans to issue U.S. dollar-denominated debt and instead issued euro and Swiss franc-denominated notes in the first quarter of 2016. Amounts excluded from effectiveness testing were not material for all other periods presented.

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

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

current period activity. Based on current market conditions, we would expect to transfer lossesgains of $11 million (net of taxes) for commodity cash flow hedges, unrealized losses of $2 million (net of taxes) for currency cash flow hedges and unrealized losses of $1$41 million (net of taxes) for interest rate cash flow hedges to earnings during the next 12 months.


Cash Flow Hedge Coverage:

Coverage

As of September 30, 2017, we hedged transactionsMarch 31, 2024, our longest dated cash flow hedges were interest rate swaps that hedge forecasted interest rate payments over the next 4 years, 9 months.

Hedges of Net Investments in International Operations

Net investment hedge ("NIH") derivative contracts
We enter into cross-currency interest rate swaps, forwards and options to impacthedge certain investments in our non-U.S. operations against movements in exchange rates. The aggregate notional value as of March 31, 2024 was $8.0 billion.

Net investment hedge derivative contract impacts on other comprehensive earnings and net earnings were:
 For the Three Months Ended
March 31,
 20242023
 (in millions)
After-tax gain/(loss) on NIH contracts (1)
$169 $(5)

(1)Amounts recorded for unsettled and settled NIH derivative contracts are recorded in the cumulative translation adjustment within other comprehensive earnings. The cash flows overfrom the following periods:

commodity transactions for periods not exceedingsettled contracts are reported within other investing activities in the next 3 months;condensed consolidated statement of cash flows.
interest rate transactions for periods not exceeding the next 6 years and 1 month; and
 For the Three Months Ended
March 31,
 20242023
 (in millions)
Amounts excluded from the assessment of hedge effectiveness (1)
$41 $36 
currency exchange transactions for periods not exceeding the next 3 months.

Fair Value Hedges:

Pre-tax gains/(losses) due

(1)We elected to record changes in the fair value of our interest rate swaps and related hedged long-term debt were recordedamounts excluded from the assessment of effectiveness in net earnings within interest and other expense, net:

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

Derivatives

  $(2  $(11  $(4  $(2 

Borrowings

   2    11    4    2  

 

Fair value hedge ineffectiveness and amounts excluded from effectiveness testing were not material for all periods presented.

 

Economic Hedges:

Pre-tax gains/(losses) recorded in net earnings for economic hedges were:

 

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

Location of
Gain/(Loss)
Recognized

in Earnings

   2017   2016   2017   2016  
   (in millions)   

Currency exchange contracts:

         

Intercompany loans and forecasted interest payments

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

Forecasted transactions

   (1   (14       (91 Cost of sales

Forecasted transactions

   1    2    (1   10  Interest and other expense, net

Forecasted transactions

       4    2    16  Selling, general and administrative expenses

Commodity contracts

   (17   (13   (176   (26 Cost of sales
  

 

 

   

 

 

   

 

 

   

 

 

  

Total

  $(30  $(14  $(183  $(73 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

Hedges of Net Investments in International Operations:

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

 

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

Location of
Gain/(Loss)
Recognized in AOCI

   2017   2016   2017   2016  
   (in millions)   

Euro notes

  $(83  $(38  $(279  $(110 Currency

Pound sterling notes

   (8   21    (23   107  Translation

Swiss franc notes

   12    (4   (53   (33 Adjustment

net.

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Non-U.S. dollar debt designated as net investment hedges
After-tax gains/(losses) related to hedges of net investments in international operations were recorded within the cumulative translation adjustment section of other comprehensive income and were:

 For the Three Months Ended
March 31,
 20242023
 (in millions)
Euro notes$61 $(33)
Swiss franc notes20 (5)
Canadian notes(1)

Economic Hedges
Pre-tax gains/(losses) recorded in net earnings for economic hedges were:

 For the Three Months Ended
March 31,
Location of Gain/(Loss) Recognized in Earnings
 20242023
 (in millions) 
Currency exchange contracts:
Intercompany loans and forecasted interest payments$56 $22 Interest and other expense, net
Forecasted transactions25 Cost of sales
Forecasted transactions— Interest and other expense, net
Forecasted transactions(5)Selling, general and administrative expenses
Commodity contracts1,184 (2)Cost of sales
Equity method investment contracts— Gain on equity method investment transactions
Total$1,272 $24 


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Fair Value of Contingent Consideration
The following is a summary of our contingent consideration liability activity:

 For the Three Months Ended
March 31,
 20242023
 (in millions)
Liability at beginning of period$680 $642 
Changes in fair value23 17 
Liability at end of period$703 $659 

Contingent consideration was recorded at fair value in the condensed consolidated balance sheets as follows:

 As of March 31, 2024
 Total Fair Value of
Liability
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
 (in millions)
Clif Bar (1)
$560 $— $— $560 
Other (2)
143 — — 143 
Total contingent consideration$703 $— $— $703 

 As of December 31, 2023
 Total Fair Value of
Liability
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
 (in millions)
Clif Bar (1)
$548 $— $— $548 
Other (2)
132 — — 132 
Total contingent consideration$680 $— $— $680 

(1)In connection with the Clif Bar acquisition, we entered into a contingent consideration arrangement that may require us to pay additional consideration to the sellers for achieving certain net revenue, gross profit and EBITDA targets in 2025 and 2026 that exceed our base financial projections for the business implied in the upfront purchase price. The other contingent consideration liabilities are recorded at fair value within long-term liabilities. The estimated fair value of the contingent consideration obligation at the acquisition date was determined using a Monte Carlo simulation and recorded in other liabilities. Significant assumptions used in assessing the fair value of the liability include financial projections for net revenue, gross profit, and EBITDA, as well as discount and volatility rates. Fair value adjustments are primarily recorded in selling, general and administrative expenses in the condensed consolidated statement of earnings.
(2)The other contingent consideration liabilities are recorded at fair value, with $143 million and $132 million classified as other current liabilities at March 31, 2024 and December 31, 2023, respectively. The fair value of this contingent consideration was determined using a Monte Carlo valuation model based on Level 3 inputs, including management's latest estimate of forecasted future results. Other key assumptions included discount rate and volatility. Fair value adjustments are recorded in selling, general and administrative expenses in the condensed consolidated statement of earnings.
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Note 9.10. Benefit Plans


Pension Plans


Components of Net Periodic Pension Cost:

Cost

Net periodic pension costcost/(benefit) consisted of the following:

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

Service cost

  $12  $15  $40  $37 

Interest cost

   16   15   51   57 

Expected return on plan assets

   (25  (24  (110  (105

Amortization:

     

Net loss from experience differences

   10   12   43   31 

Prior service credit

         (1   

Settlement losses and other expenses

   6   9       
  

 

 

  

 

 

  

 

 

  

 

 

 

Net periodic pension cost

  $19  $27  $23  $20 
  

 

 

  

 

 

  

 

 

  

 

 

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

Service cost

  $34  $42  $117  $114 

Interest cost

   47   46   148   179 

Expected return on plan assets

   (75  (72  (322  (326

Amortization:

     

Net loss from experience differences

   27   30   124   93 

Prior service cost/(credit)

   1   1   (2  (2

Settlement losses/(gains) and other expenses

   27   25   2   (1
  

 

 

  

 

 

  

 

 

  

 

 

 

Net periodic pension cost

  $61  $72  $67  $57 
  

 

 

  

 

 

  

 

 

  

 

 

 

Within settlement losses/(gains) and other expenses are losses of $1 million for

 U.S. PlansNon-U.S. Plans
 For the Three Months Ended
March 31,
For the Three Months Ended
March 31,
 2024202320242023
 (in millions)
Service cost$$$15 $14 
Interest cost15 15 71 76 
Expected return on plan assets(23)(25)(108)(102)
Amortization:
Net loss from experience differences— — 16 11 
Prior service cost— — — 
Settlement losses and other expenses— — 
  Net periodic pension benefit$(1)$(3)$(6)$(1)

Employer Contributions
During the three months and $12 million for the nine months ended September 30, 2017 and $3 million for the three months and $12 million for the nine months ended September 30, 2016, that are related to our 2014-2018 Restructuring Program and are recorded within asset impairment and exit costs on our condensed consolidated statements of earnings.

Employer Contributions:

During the nine months ended September 30, 2017,March 31, 2024, we contributed $19$1 million to our U.S. pension plans and $408$46 million to our non-U.S. pension plans. The non-U.S. amount included a non-recurring $250 million contribution made in connection with a new funding agreement for a Company plan in the U.K. We make contributions to our pension plans in accordance with local funding arrangements and statutory minimum funding requirements. Discretionary contributions are made to the extent that they are tax deductible and do not generate an excise tax liability.


As of September 30, 2017,March 31, 2024, we plan to make further contributions of approximately $7$3 million to our U.S. plans and approximately $47$83 million to our non-U.S. plans duringfor the remainder of 2017.2024. 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.


Multiemployer Pension Plans
On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Bakery and Confectionery Union and Industry International Pension Fund totaling $491 million requiring pro-rata monthly payments over 20 years. We began making monthly payments during the third quarter of 2019. In connection with the discounted long-term liability, we recorded accreted interest of $2 million for the three months ended March 31, 2024 and $3 million for the three months ended March 31, 2023, within interest and other expense, net. As of March 31, 2024, the remaining discounted withdrawal liability was $324 million, with $16 million recorded in other current liabilities and $308 million recorded in long-term other liabilities.

Postretirement Benefit Plans

Net periodic postretirement health care costs consisted of the following:

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

Service cost

  $1   $3   $5   $9 

Interest cost

   4    6    11    16 

Amortization:

        

Net loss from experience differences

   4    2    11    5 

Prior service credit(1)

   (10   (11   (30   (14
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic postretirement health care (credits)/costs

  $(1  $   $(3  $16 
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)For the three and nine months ended September 30, 2017, amortization of prior service credit includes an $8 million and $24 million gain respectively, related to a change in the eligibility requirement and a change in benefits to Medicare-eligible participants.

Postemployment Benefit Plans

Net

The net periodic postretirement (benefit)/cost was $(3) million for the three months ended March 31, 2024 and zero for the three months ended March 31, 2023. The net periodic postemployment costs consistedcost was $5 million for the three months ended March 31, 2024 and $1 million for the three months ended March 31, 2023.

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Note 10.11. Stock Plans


Stock Options:

Options

Stock option activity is reflected below:

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

Balance at January 1, 2017

   53,601,612   $28.02    6 years   $874 million 
  

 

 

       

Annual grant to eligible employees

   6,012,140    43.20     

Additional options issued

   29,300    44.49     
  

 

 

       

Total options granted

   6,041,440    43.21     

Options exercised(1)

   (7,837,372   26.49     $142 million 

Options cancelled

   (1,536,249   38.96     
  

 

 

       

Balance at September 30, 2017

   50,269,431    29.75    6 years   $563 million 
  

 

 

       

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

 Shares Subject
to Option
Weighted-
Average
Exercise or
Grant Price
Per Share
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Balance at January 1, 202418,678,120 $49.965 years$420  million
Annual grant to eligible employees2,261,810 73.13
Total options granted2,261,810 73.13
Options exercised (1)
(1,866,312)42.39$59  million
Options canceled(118,999)52.53
Balance at March 31, 202418,954,619 53.466 years$321  million

(1)Cash received from options exercised was $79 million in the three months ended March 31, 2024. The actual tax benefit realized and recorded in the provision for income taxes for the tax deductions from the option exercises totaled $10 million in the three months ended March 31, 2024.

Performance Share Units and Other Stock-Based Awards:

Awards

Our performance share unit (PSU), deferred stock unit (DSU) and historically granted restricted stockother stock-based activity is reflected below:

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

Balance at January 1, 2017

  7,593,627   $36.90  
 

 

 

    

Annual grant to eligible employees:

   Feb. 16, 2017   

Performance share units

  1,087,010    43.14  

Deferred stock units

  845,550    43.20  

Additional shares granted(1)

  546,001   Various   33.81  
 

 

 

    

Total shares granted

  2,478,561    41.11  $102 million 

Vested(2)

  (2,522,072   33.70  $84 million 

Forfeited(2)

  (675,920   38.43  
 

 

 

    

Balance at September 30, 2017

  6,874,196    39.44  
 

 

 

    

(1)Includes performance share units and deferred stock units.
(2)Includes performance share units, deferred stock units and historically granted restricted stock. The actual tax benefit realized and recorded in the provision for income taxes for the tax deductions from the shares vested totaled less than $1 million in the three months and $7 million in the nine months ended September 30, 2017.
(3)Prior-year weighted average fair value per share has been revised.

Number
of Shares
Grant Date
Weighted-Average
Fair Value
Per Share (4)
Weighted-Average
Aggregate
Fair Value (3)
Balance at January 1, 20244,553,166 $62.53
Annual grant to eligible employees:Feb 27, 2024
Performance share units787,110 75.05
Deferred stock units571,490 73.13
Additional shares granted (1)
916,501 Various62.62
Total shares granted2,275,101 69.56$158  million
Vested (2) (3)
(1,946,086)58.58$114  million
Forfeited (2)
(82,258)63.66
Balance at March 31, 20244,799,923 67.44

(1)Includes PSUs and DSUs.
(2)Includes PSUs, DSUs and other stock-based awards.
(3)The actual tax benefit realized and recorded in the provision for income taxes for the tax deductions from the shares vested totaled $7 million in the three months ended March 31, 2024.
(4)The grant date fair value of PSUs 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.

Share Repurchase Program:

During 2013,Program

Effective January 1, 2023, our Board of Directors authorizedapproved a program authorizing the repurchase of $7.7$6.0 billion of our Common Stock through December 31, 2016. On July 29, 2015, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $6.0 billion in2025. During the share repurchase program, raising the authorization to $13.7year ended December 31, 2023, we repurchased approximately $1.6 billion of Common Stock repurchases, and extended the program through December 31, 2018.pursuant to this authorization. Repurchases under the program are determined by management and are wholly discretionary. Prior to January 1, 2017, we had repurchased $10.8 billion of Common Stock pursuant to this authorization.

During the ninethree months ended September 30, 2017,March 31, 2024, we repurchased approximately 427.7 million shares of Common Stock at an average cost of $43.67$72.99 per share, or an aggregate cost of approximately $1,817$563 million, all of which was paid during the period except for approximately $31$15 million settled in October 2017.April 2024. All share repurchases were funded through available cash and commercial paper issuances. As of September 30, 2017,March 31, 2024, we have approximately $1$3.9 billion in remaining share repurchase capacity.


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Note 11.12. Commitments and Contingencies


Legal Proceedings:

Proceedings

We routinely are involved in various pending or threatened legal proceedings, claims, disputes, regulatory matters and governmental inquiries, inspections or investigations (“Legal Matters”) arising in the ordinary course of or incidental to our business.

In February 2013business, including those noted below in this section. We record provisions in the consolidated financial statements for pending legal matters when we determine that an unfavorable outcome is probable, and March 2014, Cadbury India Limited (now known as Mondelez India Foods Private Limited), a subsidiary of Mondelēz International, and other parties received show cause notices from the Indian Central Excise Authority (the “Excise Authority”) calling upon the parties to demonstrate why the Excise Authority should not collect a total of 3.7 billion Indian rupees ($57 million as of September 30, 2017) 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 asthe loss can be reasonably estimated. For matters we have not provided for that are reasonably possible to result in an unfavorable outcome, management is unable to estimate the possible loss or range of September 30, 2017). Weloss or such amounts have appealed this order. In addition, the Excise Authority issued additional show cause notices in February 2015, December 2015 and October 2017 on the same issue but covering the periods January to October 2014, November 2014 to September 2015 and October 2015 to June 2017, respectively. These notices added a total of 4.9 billion Indian rupees ($75 million as of September 30, 2017) of unpaid excise taxes as well as penaltiesbeen determined to be determined up to an amount equivalent to that claimed by the Excise Authority plus interest. With the implementation of the new Goods and Services Tax in India in July 2017,immaterial. At present we will not receive any further show cause notices for additional amounts on this issue. We believe that the decisionultimate outcome of these legal proceedings and regulatory and governmental matters, individually and in the aggregate, will not materially harm our financial position, results of operations or cash flows. However, legal proceedings and regulatory and governmental matters are subject to claim the excise tax benefit is validinherent uncertainties, and weunfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial fines, civil or criminal penalties, and other expenditures. In addition, in matters for which conduct remedies are continuing to contest the show cause notices through the administrative and judicial process.

Insought, 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 equitable remedies. An unfavorable outcome might result in a material adverse impact on our business, results of operations or financial position.


On April 2013, the staff of1, 2015, the U.S. Commodity Futures Trading Commission (“CFTC”("CFTC") advised us and Kraft Foods Group that it was investigating activities related to the trading of December 2011 wheat futures contracts that occurred prior to the Spin-Off of Kraft Foods Group. We cooperated with the staff in its investigation. On April 1, 2015, the CFTC filed a complaint against Kraft Foods Group and Mondelēz Global LLC (“Mondelēz Global”) in the U.S. District Court for the Northern District of Illinois Eastern Division (the “CFTC action”"District Court"). related to the trading of December 2011 wheat futures contracts that occurred prior to the spin-off of Kraft Foods Group. The complaint allegesalleged that Kraft Foods Group and Mondelēz GlobalGlobal: (1) manipulated or attempted to manipulate the wheat markets during the fall of 2011; (2) violated position limit levels for wheat futuresfutures; and (3) engaged in non-competitive trades by trading both sides of exchange-for-physical Chicago Board of Trade wheat contracts.trades. On May 13, 2022, the District Court approved a settlement agreement between the CFTC and Mondelēz Global. The CFTC seeks civil monetary penalties of either triple the monetary gain for each violationterms of the Commodity Exchange Act (the “Act”) or $1 million for each violationsettlement, which are available in the District Court’s docket, had an immaterial impact on our financial position, results of Section 6(c)(1), 6(c)(3) or 9(a)(2) of the Actoperations and $140,000 for each additional violation of the Act, plus post-judgment interest;cash flows and did not include an order of permanent injunction prohibiting Kraft Foods Group andadmission by 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, severalGlobal. Several class action complaints also 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 futureswho copied and options on behalf of themselves and others similarly situated. The complaints make similar allegations as those made inexpanded upon the CFTC action and seek class action certification; an unspecified amountallegations in a series of private claims for monetary damages interest and unjust enrichment; costs and fees; andas well as injunctive, declaratory, and other unspecified relief. In June 2015, these suits were consolidated in the United States District Court for the Northern District of Illinois. In June 2016, the court deniedIllinois as case number 15-cv-2937, Harry Ploss et al. v. Kraft Foods Group, Inc. and Mondelēz Global LLC. On January 3, 2020, the District Court granted plaintiffs' request to certify a class. In November 2022, the District Court adjourned the trial date it had previously set for November 30, 2022 and Kraft Foods Group’s motion to dismiss, andordered the parties are now in discovery.to brief Kraft’s motions to decertify the class and for summary judgment, which has been completed. 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 CFTCclass action.

While


As previously disclosed, in November 2019, the European Commission informed us that it initiated an investigation into our alleged infringement of European Union competition law through certain practices allegedly restricting cross-border trade within the European Economic Area. On January 28, 2021, the European Commission announced it had taken the next procedural step in its investigation and opened formal proceedings. As previously disclosed, we cannot predicthave been cooperating with certainty the resultsinvestigation in an effort to reach a negotiated resolution in this matter. In the fourth quarter of any Legal Matters2022, we had accrued (in accordance with U.S. GAAP), on a pre-tax basis, a liability of €300 million ($321 million) within other current liabilities in whichthe consolidated balance sheet and selling, general and administrative expenses in the consolidated statement of earnings as an estimate of the possible cost to resolve this matter. During the fourth quarter of 2023, we determined that we are likely to achieve a resolution with the European Commission that is expected to result in a liability of approximately €340 million ($375 million) in total. We have adjusted our accrual, on a pre-tax basis, accordingly. In the event we achieve resolution as currently involved,expected, we are likely to make payment in 2024. We do not expectanticipate any modification of our business practices and agreements that the ultimate costs to resolve any of these Legal Matters, individually or in the aggregate, willwould have a material effectimpact on our financial results.

ongoing business operations within the European Union.


Third-Party Guarantees:

Guarantees

We enter into third-party guarantees primarily to cover long-term obligations of our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. At September 30, 2017,As of March 31, 2024 and December 31, 2023, we had no material third-party guarantees recorded on our condensed consolidated balance sheet.


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Tax Matters:

As part of our 2010 Cadbury acquisition, we became the responsibleMatters

We are a party forto various tax matters under a February 2, 2006 dated Deed of Tax Covenant between the Cadbury Schweppes PLC and related entities (“Schweppes”) and Black Lion Beverages and related entities. The tax matters included an ongoing transfer pricing case with the Spanish tax authorities related to the Schweppes businesses Cadbury divested priormatter proceedings incidental to our acquisitionbusiness. These proceedings are subject to inherent uncertainties, and unfavorable outcomes could subject us to additional tax liabilities and could materially adversely impact our business, results of Cadbury. During the first quarteroperations or financial position.
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Table of 2017, the Spanish Supreme Court decided the case in our favor. As a result of the final ruling, during the first quarter of 2017, we recorded a favorable earnings impact of $46 million in selling, general and administrative expenses and $12 million in interest and other expense, net, for a total pre-tax impact of $58 million due to the non-cash reversal of Cadbury-related accrued liabilities related to this matter. In the third quarter of 2017, we recorded additional income of $3 million related to a bank guarantee release within selling, general and administrative expenses and interest and other expense, net.

During the first quarter of 2017, the Brazilian Supreme Court (the “Court”) ruled against the Brazilian tax authorities in a leading case related to the computation of certain indirect taxes. The Court ruled that the indirect tax base should not include a value-added tax known as “ICMS”. By removing the ICMS from the tax base, the Court effectively eliminated a “tax on a tax.” Our Brazilian subsidiary had received an injunction against making payments for the “tax on a tax” in 2008 and since that time until December 2016, had accrued this portion of the tax each quarter in the event that the tax was reaffirmed by the Brazilian courts. On September 30, 2017, based on legal advice and the publication of the Court’s decision related to this case, we determined that the likelihood that the increased tax base would be reinstated and assessed against us was remote. Accordingly, we reversed our accrual of 667 million Brazilian reais, or $212 million as of September 30, 2017, of which, $153 million was recorded within selling, general and administrative expenses and $59 million was recorded within interest and other expense, net. The Brazilian tax authority may appeal the Court’s decision, seeking potential clarification or adjustment of the terms of enforcement. We continue to monitor developments in this matter and currently do not expect a material future impact on our financial statements.

Contents

Note 12.13. Reclassifications from Accumulated Other Comprehensive Income


The following table summarizes the changes in the accumulated balances of each component of accumulated other comprehensive earnings/(losses) attributable to Mondelēz International. Amounts reclassified from accumulated other comprehensive earnings/(losses) to net earnings (net of tax) were net lossesgains of $28$23 million in the three monthsfirst quarter of 2024 and $112$30 million in the nine months ended September 30, 2017first quarter of 2023.
For the Three Months Ended
March 31,
20242023
(in millions)
Currency Translation Adjustments:
Balance at beginning of period$(9,574)$(9,808)
Currency translation adjustments(182)173 
Tax (expense)/benefit(40)(22)
Other comprehensive earnings/(losses)(222)151 
Less: other comprehensive (earnings)/loss attributable to noncontrolling interests(2)
Balance at end of period(9,790)(9,659)
Pension and Other Benefit Plans:
Balance at beginning of period$(1,323)$(1,105)
Net actuarial gain/(loss) arising during period(5)
Losses/(gains) reclassified into net earnings:
Amortization of experience losses and prior service costs (1)
12 
Settlement losses and other expenses (1)
Tax expense/(benefit) on reclassifications (3)
(4)(3)
Currency impact29 (18)
Other comprehensive earnings/(losses)38 (6)
Balance at end of period(1,285)(1,111)
Derivative Cash Flow Hedges:
Balance at beginning of period$(49)$(34)
Net derivative gains/(losses)25 (28)
Tax (expense)/benefit on net derivative gain/(loss)(3)
Losses/(gains) reclassified into net earnings:
Interest rate contracts (2)
(36)18 
Tax expense/(benefit) on reclassifications (3)
(1)
Currency impact
Other comprehensive earnings/(losses)(8)(10)
Balance at end of period(57)(44)
Accumulated other comprehensive income attributable to Mondelēz International:
Balance at beginning of period$(10,946)$(10,947)
Total other comprehensive earnings/(losses)(192)135 
Less: other comprehensive (earnings)/loss attributable to noncontrolling interests(2)
Other comprehensive earnings/(losses) attributable to Mondelēz International(186)133 
Balance at end of period$(11,132)$(10,814)

(1)These reclassified losses are included in net periodic benefit costs disclosed in Note 10, Benefit Plans.
(2)These reclassified gains or losses are recorded within interest and $28 million inother expense, net.
(3)Taxes reclassified to earnings are recorded within the three months and $206 million inprovision for income taxes.


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Note 14. Income Taxes

As of the nine months ended September 30, 2016.

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

Currency Translation Adjustments:

        

Balance at beginning of period

  $(8,007  $(7,902  $(8,914  $(8,006

Currency translation adjustments

   291    15    1,055    53 

Reclassification to earnings related to:

        

Equity method investment exchange

               57 

Tax benefit/(expense)

   46    13    205    21 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive earnings/(losses)

   337    28    1,260    131 

Less: (gain)/loss attributable to noncontrolling interests

   (8   2    (24   3 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

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

 

 

   

 

 

   

 

 

   

 

 

 

Pension and Other Benefit Plans:

        

Balance at beginning of period

  $(2,119  $(1,830  $(2,087  $(1,934

Net actuarial (loss)/gain arising during period

   (28       (19   24 

Tax benefit/(expense) on net actuarial loss

   25        25    (9

Losses/(gains) reclassified into net earnings:

        

Amortization of experience losses and prior service costs(1)

   47    30    130    93 

Settlement losses and other expenses(1)

   6    10    24    25 

Tax benefit on reclassifications (2)

   (10   (10   (31   (34

Currency impact

   (50   7    (171   42 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (losses)/earnings

   (10   37    (42   141 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

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

 

 

   

 

 

   

 

 

   

 

 

 

Derivative Cash Flow Hedges:

        

Balance at beginning of period

  $(91  $(36  $(121  $(46

Net derivative gains/(losses)

   2    6    31    (77

Tax benefit on net derivative gain/(loss)

   (5   (2   (1   25 

Losses/(gains) reclassified into net earnings:

        

Currency exchange contracts – forecasted transactions(3)

   2    7    2    3 

Commodity contracts(3)

   (21   (8   (15   7 

Interest rate contracts(4)

               96 

Tax benefit on reclassifications (2)

   6    (1   3    (41

Currency impact

   (3       (9   (1
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive earnings/(losses)

   (19   2    11    12 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   (110   (34   (110   (34
  

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated other comprehensive income attributable to Mondelēz International:

        

Balance at beginning of period

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

Total other comprehensive earnings/(losses)

   308    67    1,229    284 

Less: loss/(gain) attributable to noncontrolling interests

   (8   2    (24   3 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive earnings/(losses) attributable to Mondelēz International

   300    69    1,205    287 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

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

 

 

   

 

 

   

 

 

   

 

 

 

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

Note 13.   Income Taxes

Based on current tax laws,first quarter of 2024, our estimated annual effective tax rate, for 2017, excludingwhich excludes discrete tax impacts, was 27.9%. This rate reflected the impact of unfavorable foreign provisions under U.S. tax laws as well as both favorable and unfavorable impacts from the salemix of pre-tax income in various non-U.S. jurisdictions. Our 2024 first quarter effective tax rate was 23.6% and includes a $227 million net tax expense incurred in connection with unrealized gains and losses on hedging activities as well as other discrete net tax benefits of $29 million.


As of the first quarter of 2023, our Australian grocery business, is 25.8%,estimated annual effective tax rate, which reflectsexcluded discrete tax impacts, was 24.3%. This rate reflected the impact of unfavorable foreign provisions under U.S. tax laws partially offset by favorable impacts from the mix of pre-tax income in various non-U.S. tax jurisdictions, partially offset by an increase in domestic earnings as compared to the prior year.jurisdictions. Our 2017 third2023 first quarter effective tax rate of 23.4%29.6% was favorably impacted byhigh due to a $127 million net tax expense incurred in connection with the divestitureKDP share sale (the earnings are reported separately on our statement of our Australian grocery business, which hadearnings and thus not included in earnings before income taxes). Associated with the KDP share sale, we also recorded a lower effective tax rate, resulting in a $27$201 million net tax expense related to the change of accounting for our KDP investment from equity method investment accounting to accounting for equity interests with readily determinable fair values. Excluding these tax impacts as well as the associated pre-tax gain of $187 million. Ourimpacts, our effective tax rate for the ninethree months ended September 30, 2017March 31, 2023 of 21.3%23.0% was also favorably impacted by the sale of our Australian grocery business as well as other discrete one-time benefits. The discrete net tax benefits of $20 million, primarily consisted ofdriven by a $74$30 million net benefit from the release of liabilities for uncertain tax positions due to expirations of statutes of limitations and audit settlements in various jurisdictions and a $16 million benefit related to the U.S. domestic production activities deduction.

As of the third quarter of 2016, our estimated annual effective tax rate for 2016 was 20.8%, reflecting favorable impacts from the mix of pre-tax income in various non-U.S. taxseveral jurisdictions. Our 2016 third quarter effective tax rate of 7.2% included net benefit from discrete one-time events of $60 million, mainly due to $35 million from expirations of statutes of limitations and favorable audit settlements in several jurisdictions and a $17 million benefit from the reduction of U.K. net deferred tax liabilities resulting from tax legislation enacted during the third quarter of 2016 that reduced the U.K. corporate income tax rate. Our effective tax rate for the nine months ended September 30, 2016 of 13.6% was favorably impacted by net tax benefits of $109 million from discrete one-time events. The discrete net tax benefits primarily consisted of benefits of $73 million due to expirations of statutes of limitations and favorable audit settlements in several jurisdictions and a $17 million benefit from the reduction of U.K. net deferred tax liabilities resulting from tax legislation enacted during the third quarter of 2016 that reduced the U.K. corporate income tax rate.


Note 14.15. Earnings Perper Share


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

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

Net earnings

  $993   $548   $2,126   $1,576 

Noncontrolling interest (earnings)

   (1       (6   (10
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings attributable to Mondelēz International

  $992   $548   $2,120   $1,566 
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares for basic EPS

   1,507    1,557    1,518    1,561 

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

   17    19    19    18 
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares for diluted EPS

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

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings per share attributable to
Mondelēz International

  $0.66   $0.35   $1.40   $1.00 
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per share attributable to
Mondelēz International

  $0.65   $0.35   $1.38   $0.99 
  

 

 

   

 

 

   

 

 

   

 

 

 

 For the Three Months Ended
March 31,
20242023
 (in millions, except per share data)
Net earnings$1,416 $2,089 
less: Noncontrolling interest earnings(4)(8)
Net earnings attributable to Mondelēz International$1,412 $2,081 
Weighted-average shares for basic EPS1,348 1,366 
Plus incremental shares from assumed conversions
   of stock options and long-term incentive plan shares
Weighted-average shares for diluted EPS1,355 1,373 
Basic earnings per share attributable to
   Mondelēz International
$1.05 $1.52 
Diluted earnings per share attributable to
   Mondelēz International
$1.04 $1.52 

We exclude antidilutive Mondelēz International stock options and long-term incentive plan shares from our calculation of weighted-average shares for diluted EPS. We excluded antidilutive stock options and performance share units of 9.02.7 million for the three months ended March 31, 2024 and 8.0 million for the nine months ended September 30, 2017 and 4.32.2 million for the three months and 7.7 million for the nine months ended September 30, 2016.

March 31, 2023.

Note 15.16. Segment Reporting


We manufacture and market primarily snack food products, including chocolate, biscuits (cookies, crackers and salted snacks), chocolate,baked snacks, as well as gum & candy, and various cheese & grocery products, as well asand powdered beverage products. beverages.

We manage our global business and report operating results through geographic units.

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

Latin America
AMEA
Europe
North America

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

We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise inacross our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions.


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Our operations and management structure are organized into four operating segments:
    • Latin America
    • AMEA
    • Europe
    • North America

We use segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends. Segment operating income excludes unrealized gains and losses on hedging activities (which are a component of cost of sales), general corporate expenses (which are a component of selling, general and administrative expenses), amortization of intangibles, and gains and losses on divestitures and acquisition-related costs (which are a component of selling, general and administrative expenses) in all periods presented. We exclude these items from segment operating income in order to provide better transparency of our segment operating results. Furthermore, we centrally manage benefit plan non-service income and interest and other expense, net. Accordingly, we do not present these items by segment because they are excluded from the segment profitability measure that management reviews.


Our segment net revenues and earnings revised to reflect our new segment structure, were:

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

Net revenues:

        

Latin America

  $908   $868   $2,666   $2,528 

AMEA

   1,405    1,443    4,290    4,404 

Europe

   2,442    2,332    6,978    7,073 

North America

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

 

 

   

 

 

   

 

 

   

 

 

 

Net revenues

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

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes:

        

Operating income:

        

Latin America

  $255   $92   $469   $191 

AMEA

   82    165    425    504 

Europe

   410    316    1,158    924 

North America

   318    274    824    840 

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

   28    (12   (69   (49

General corporate expenses

   (54   (89   (196   (216

Amortization of intangibles

   (45   (44   (133   (132

Net gain on divestitures

   187        184     
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

   1,181    702    2,662    2,062 

Interest and other expense, net

   (19   (145   (262   (540
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes

  $1,162   $557   $2,400   $1,522 
  

 

 

   

 

 

   

 

 

   

 

 

 

For the Three Months Ended
March 31,
20242023
(in millions)
Net revenues:
Latin America$1,319 $1,211 
AMEA1,950 1,939 
Europe3,368 3,307 
North America2,653 2,709 
Net revenues$9,290 $9,166 

Earnings before income taxes:
Operating income:
Latin America$157 $139 
AMEA411 360 
Europe591 507 
North America549 566 
Unrealized gains on hedging activities
(mark-to-market impacts)
1,124 49 
General corporate expenses(67)(77)
Amortization of intangible assets(38)(39)
Operating income2,727 1,505 
Benefit plan non-service income23 19 
Interest and other expense, net(68)(95)
Gain on marketable securities— 796 
Earnings before income taxes$2,682 $2,225 

Items impacting our segment operating results are discussed in Note 1,Basis of Presentation, Note 2,Divestitures, and Acquisitions, Note 3, Inventories, Note 4,Property, Plant and Equipment,Note 5,Goodwill and Intangible Assets,Note 6,2014-2018 Restructuring Program and Note 11,Commitments and Contingencies7, Restructuring Program. Also see Note 7,8, Debt and Borrowing Arrangements, and Note 8,9, Financial Instruments, for moreadditional information on our interest and other expense, net for each period.


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Net revenues by product category revised to reflect our new segment structure, were:

                                                                                          
   For the Three Months Ended September 30, 2017 
   Latin
America
   AMEA   Europe   North
America
   Total 
   (in millions) 

Biscuits

  $210   $444   $761   $1,427   $2,842 

Chocolate

   207    520    1,196    74    1,997 

Gum & Candy

   247    228    185    274    934 

Beverages

   155    104    23        282 

Cheese & Grocery

   89    109    277        475 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

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

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   For the Three Months Ended September 30, 2016 
   Latin
America
   AMEA   Europe   North
America
   Total 
   (in millions) 

Biscuits

  $191   $416   $677   $1,403   $2,687 

Chocolate

   185    508    1,124    65    1,882 

Gum & Candy

   247    239    218    285    989 

Beverages

   164    107    37        308 

Cheese & Grocery

   81    173    276        530 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

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

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   For the Nine Months Ended September 30, 2017 
   Latin
America
   AMEA   Europe   North
America
   Total 
   (in millions) 

Biscuits

  $580   $1,198   $2,130   $4,061   $7,969 

Chocolate

   660    1,460    3,365    194    5,679 

Gum & Candy

   701    695    582    741    2,719 

Beverages

   477    466    88        1,031 

Cheese & Grocery

   248    471    813        1,532 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

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

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   For the Nine Months Ended September 30, 2016 
   Latin
America
   AMEA   Europe   North
America
   Total 
   (in millions) 

Biscuits

  $551   $1,179   $2,039   $4,162   $7,931 

Chocolate

   562    1,393    3,368    153    5,476 

Gum & Candy

   713    745    688    833    2,979 

Beverages

   466    513    124        1,103 

Cheese & Grocery

   236    574    854        1,664 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

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

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
For the Three Months Ended March 31, 2024
Latin
America
AMEAEuropeNorth
America
Total
(in millions)
Biscuits & Baked Snacks$286 $644 $1,030 $2,339 $4,299 
Chocolate382 771 1,770 91 3,014 
Gum & Candy393 234 206 223 1,056 
Beverages130 189 34 — 353 
Cheese & Grocery128 112 328 — 568 
Total net revenues$1,319 $1,950 $3,368 $2,653 $9,290 
For the Three Months Ended March 31, 2023
Latin
America
AMEAEuropeNorth
America
Total
(in millions)
Biscuits$276 $669 $1,062 $2,313 $4,320 
Chocolate368 747 1,670 84 2,869 
Gum & Candy348 206 233 312 1,099 
Beverages111 208 33 — 352 
Cheese & Grocery108 109 309 — 526 
Total net revenues$1,211 $1,939 $3,307 $2,709 $9,166 


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

Description


Overview of the Company

We manufactureBusiness and market primarily snack food products,Strategy


Our core business is making and selling chocolate, biscuits and baked snacks, with additional businesses in adjacent, locally relevant categories including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy, and various cheese & grocery products, as well asand powdered beverage products. We have operations in more than 80 countries and sell our products in approximately 165 countries.

beverages around the world.


We aim to deliver strong, profitablebe the global leader in snacking. Our strategy is to drive long-term growth by focusing on four strategic priorities: accelerating our core snacks businessconsumer-centric growth, driving operational excellence, creating a winning growth culture and expandingscaling sustainable snacking. We believe the reachsuccessful implementation of our Power Brands globally. Leveragingstrategic priorities and leveraging of our Power Brandsattractive global footprint, strong core of iconic global and our innovation platforms, we planlocal brands, marketing, sales, distribution and cost excellence capabilities, and top talent with a growth mindset, will drive consistent top- and bottom-line growth, enabling us to innovate boldly and connect with our consumers wherever they are, including new markets around the world, using both traditional and digital channels. We monitor developments in consumer preferences, and as consumers in many markets seek better-for-you products, we continue to expandcreate long-term value for our portfolio throughshareholders.

Recent Developments and Significant Items Affecting Comparability

Macroeconomic environment

We continue to observe significant market and geopolitical uncertainty, inflationary pressures, supply constraints and exchange rate volatility. As a result, we experienced significantly higher operating costs, including higher overall raw material, labor and energy costs that have continued to rise. In particular, we expect to face higher cocoa costs, as the market price for cocoa beans has increased significantly year-over-year and it is likely that prices will remain elevated for some time. Refer to Commodity Trends for additional well-being offerings, including enhancinginformation.

Our overall outlook for future snacks revenue growth remains strong; however, we anticipate ongoing volatility. We will continue to proactively manage our business in response to the goodness of existing brands. As shopping expands further online, we areevolving global economic environment, related uncertainty and business risks while also workingprioritizing and supporting our employees and customers. We continue to grow our e-commerce platform and on-line presence with consumers. To fuel these investments, we have been workingtake steps to optimize our cost structure. These efforts consist of reinventingmitigate impacts to our supply chain, including addingoperations, technology and upgradingassets.

War in Ukraine

In February 2022, following the Russian military invasion of Ukraine, we stopped production and closed our facilities in Ukraine; since then we have taken steps to more efficient production lines, while reducingprotect the complexitysafety of our product offerings, ingredientsemployees and number of suppliers.to restore operations at our two manufacturing facilities, which were significantly damaged in March 2022. We also continue to aggressively managesupport our overhead costs. Ukraine employees, including paying salaries to those not yet able to return to work until full production returns. See Note 1, Basis of Presentation - War in Ukraine, to the condensed consolidated financial statements, and refer to Items Affecting Comparability of Financial Results for additional information.

We have embracedsuspended new capital investments and embedded zero-based budgeting practices acrossour advertising spending in Russia, but as a food company with more than 2,500 employees in the organization to identify potential areas of cost reductions and capture and sustain savings within our ongoing operating budgets. Through these actions, we’re leveraging our brands, platforms and capabilities to drive long-term value and return on investment for our shareholders.

Malware Incident

On June 27, 2017,country, we have not ceased operations given we believe we play a global malware incident impacted our business. The malware affected a significant portion of our global sales, distribution and financial networks. Duringrole in the last four dayscontinuity of the second quarterfood supply. We continue to evaluate the situation in Ukraine and early third quarter, we executed business continuityRussia and contingency plansour ability to contain the impact, minimize the damagescontrol our operating activities and restore our systems environment. We do not expect, nor to date have we found, any instances of Company or personal data released externally. We restored our main operating systemsbusinesses on an ongoing basis and processescomply with applicable international sanctions, and we continue to further enhanceconsolidate both our Ukrainian and Russian subsidiaries. During the securityfirst quarter of 2024, Ukraine generated 0.4% and Russia generated 2.6% of consolidated net revenue and during the first quarter of 2023, Ukraine generated 0.4% and Russia generated 2.8% of consolidated net revenue. Our Russian net revenues declined in the first quarter of 2024 due to the suspension of advertising as well as currency weakness. Despite the decrease in revenues, the profitability of our systems.

Russian business in the first quarter of 2024 remained above historical levels. We cannot predict if the recent strength in our Russian business will continue in the future.


Our operations in Russia are subject to risks, including the temporary or permanent loss of assets or our ability to conduct business operations in Russia and the partial or full impairment of our Russian assets in future periods, or the termination of our business operations, based on actions taken by Russia, other parties or us. For additional information, see the secondrisk factors in our Annual Report on Form 10-K for the year ended December 31, 2023, including the risk entitled “The war in Ukraine has impacted and could continue to impact our business operations, financial performance and results of operations.



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Developments in the Middle East

In October 2023, conflict developed in the Middle East between Hamas and Israel, and has expanded to some parts of the region. In the first quarter of 2024, we estimate that the malware incident hadexperienced sales impacts related to this conflict in certain AMEA markets, but this did not have a negativematerial impact of 2.3% on our net revenuebusiness, results of operations or financial condition. We continue to evaluate the impacts of these developments on our business and we cannot predict if it will have a significant impact in the future.

Extreme price growth in Argentina

During December 2023, the Argentinean peso significantly devalued. The peso's devaluation and 2.4%potential resulting distortion on our non-GAAP Organic Net Revenue, growth. While we are pleased withOrganic Net Revenue growth and other constant currency growth rate measures resulted in our recovery efforts followingdecision to exclude the malware incident, restoring our North America systems has taken longer, resulting in additional lost revenue for the year. As a result, for the third quarter, we estimate that the recovery of shipments delayed due to the malware incident had a net favorable impact of 0.6%pricing in excess of 26% year-over-year ("extreme pricing") in Argentina, from these measures beginning in Q1 2024. The benchmark of 26% represents the minimum annual inflation rate for each year over a 3-year period which would result in a cumulative inflation rate in excess of 100%, the level at which an economy is considered hyperinflationary under U.S. GAAP. Throughout the following MD&A discussion, we now exclude, on oura prospective basis, the impact of extreme pricing in Argentina from the net revenuepricing impact of Organic Net Revenue and Organic Net Revenue growth. We also incurred incremental expensesgrowth and its related impact on our other non-GAAP financial constant currency growth measures with a corresponding adjustment in changes in currency translation rates. Additionally within the MD&A discussion, "currency-related items" totals the impact of $47 million as a result ofextreme pricing and the incident incurrency translation rate changes.

Currency-related items impacted our non-GAAP financial measures for the three months ended March 31, 2024 as follows:
Organic Net Revenue: In total, unfavorable currency-related items of $132 million (1.5pp) were driven by unfavorable currency translation rate changes of $513 million (5.7pp), partially offset by the adjustment for extreme pricing of $381 million (4.2pp). In Emerging Markets, unfavorable currency-related items of $166 million (4.6pp) were driven by unfavorable currency translation rate changes of $547 million (15.2pp), partially offset by the adjustment for extreme pricing of $381 million (10.6pp). In Developed Markets, favorable currency-related items of $34 million (0.7pp) were driven by favorable currency translation rate changes.
Adjusted Operating Income: Unfavorable currency-related items of $70 million were driven by unfavorable currency translation rate changes of $190 million, partially offset by the adjustment for extreme pricing of $120 million.
Adjusted EPS: Unfavorable currency-related items of $0.05 were driven by unfavorable currency translation rate changes of $0.13, partially offset by the adjustment for extreme pricing of $0.08.

Please refer to Non-GAAP financial measures for additional information.

Divestitures

In 2022, we announced our intention to divest our developed market gum and $54 millionglobal Halls candy businesses and in the nine months ended September 30, 2017. We expect to incur additional incremental expenses related to the incident and recovery process during the fourth quarter of 2017.

Summary2022, we announced an agreement to sell the developed market gum business. On October 1, 2023, we completed the sale of Results

Net revenues increased 2.1%our developed market gum business to $6.5 billionPerfetti Van Melle Group, excluding the Portugal business which we retained pending regulatory approval. We completed the sale of the Portugal business to Perfetti Van Melle Group on October 23, 2023.

Refer to Note 2, Divestitures, for additional details.

Investment Transactions

Keurig Dr Pepper Transactions (Nasdaq: "KDP")
On March 2, 2023, we sold approximately 30 million shares of KDP, which reduced our ownership interest by 2.1 percentage points to 3.2%. We recorded a pre-tax gain on equity method transactions of $493 million (or $368 million after-tax) during the first quarter of 2023. Our reduction in ownership to below 5% eliminated our governance rights that had allowed us to exert substantial influence over KDP and resulted in a change of accounting from equity method investment accounting to accounting for equity interests with readily determinable fair values ("marketable securities") during the first quarter of 2023. Subsequently in 2023, we sold the remainder of our shares
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of KDP and exited our investment in the third quarter of 2017 and decreased 1.2% to $18.9 billion in the first nine months of 2017 as compared to the same periods in the prior year. company.

JDE Peet’s Transactions (Euronext Amsterdam: “JDEP”)
During the third quarterthree months ended March 31, 2024, we determined there was an other-than-temporary impairment of 2017, net revenue growth was positively affected by favorable currency translationour investment in JDEP, resulting in an impairment charge of €612 million ($665 million).

For additional information, refer to Note 6, Investments and Note 9, Financial Instruments.

Taxes

We continue to monitor existing and potential future tax reform around the world. As of March 31, 2024, numerous countries have now enacted the Organization of Economic Cooperation and Development’s model rules on a global minimum tax with the earliest effective date being for taxable years beginning after December 31, 2023. Based on the guidance available thus far, we do not expect this legislation to have a material impact on our consolidated financial statements but we will continue to evaluate it as the U.S. dollar weakened against several currencies in which we operate compared to exchange rates in the prior year, as well as the recovery of shipments delayed in the second quarter as a result of the malware incident.additional guidance and clarification becomes available.

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

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

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



Financial Outlook


We seek to achieve profitable, long-term growth and manage our business to attain this goal using our key operating metrics: Organic Net Revenue, Adjusted Operating Income and Adjusted EPS. We use these non-GAAP financial metrics and related computations, such as margins internallyparticularly growth in profit dollars, to evaluate and manage our business and to plan and make near- and long-term operating and strategic decisions. As such, we believe these metrics are useful to investors as they provide supplemental information in addition to our U.S. GAAPGenerally Accepted Accounting Principles ("U.S. GAAP") financial results. We believe providingit is useful to provide investors with the same financial information that we use internally ensures that investors have the same data to make comparisons of our historical operating results, identify trends in our underlying operating results and gain additional insight and transparency on how we evaluate our business. We believe our non-GAAP financial measures should always be considered in relation to our U.S. GAAP results, and we have provided reconciliations betweenresults. Refer to Non-GAAP Financial Measures for the definitions of our GAAP and non-GAAP financial measures inNon-GAAP Financial Measures, which appears later in this section.

and Consolidated Results of Operations for the respective reconciliations.


In addition to monitoring our key operating metrics, we monitor developments and trends that could impact our revenue and profitability objectives, similar to those weas highlighted in our most recently filed Annual Report on Form 10-K for the year ended December 31, 2016. Weak category growth and volatility2023.


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Summary of Results

Net revenues increased 1.4% to $9.3 billion in the global commodityfirst quarter of 2024 as compared to the same period in the prior year. Net revenue growth in the first quarter of 2024 was driven by higher net pricing and currency markets continue. As noted above, the malware incident resulted in an unfavorable impact to our 2017 revenue. We also expect to incur additional incremental expensesnet revenue from a short-term distributor agreement related to the incidentsale of our developed market gum business, partially offset by unfavorable volume/mix, the impact of our 2023 divestiture of the developed market gum business and recovery process duringunfavorable currency-related items, as the fourthU.S. dollar strengthened relative to most currencies we operate in compared to exchange rates in the prior year.

Organic Net Revenue, a non-GAAP financial measure, increased 4.2% to $9.4 billion in the first quarter of 2017. We continue2024 as compared to monitorsame period in the U.K. planned exitprior year. During the first quarter of 2024, Organic Net Revenue grew due to higher net pricing, partially offset by unfavorable volume/mix. Organic Net Revenue is on a constant currency basis and excludes revenue from acquisitions and divestitures. Refer to Non-GAAP Financial Measures for the definition of Organic Net Revenue and Consolidated Results of Operations for our reconciliation with net revenues.

Diluted EPS attributable to Mondelēz International decreased (31.6)% to $1.04 in the first quarter of 2024 as compared to the same period in the prior year. Diluted EPS decreased in the first quarter of 2024, driven by an impairment charge on our JDEP equity method investment in 2024, lapping prior-year gains on marketable securities and equity method investment transactions related to our former KDP investment, lapping prior-year operating results from the E.U. (Brexit)developed market gum business divested in 2023 and its impact onhigher costs incurred from our resultsSimplify to Grow program. These unfavorable items were partially offset by a favorable year-over-year change in mark-to-market impacts from currency and commodity derivatives, an increase in Adjusted EPS, lower divestiture-related costs, lower acquisition integration costs and contingent consideration adjustments and lower equity method investee items.

Adjusted EPS, a non-GAAP financial measure, increased 10.5% to $0.95 in the first quarter of 2024 as wellcompared to the same period in the prior year. On a constant currency basis, Adjusted EPS increased 16.3% to $1.00 in the first quarter of 2024 as currencies at riskcompared to the same period in the prior year. Adjusted EPS increased in the first quarter of potential highly inflationary accounting, such as2024, driven by operating gains, lower interest expense and fewer shares outstanding, partially offset by unfavorable currency-related items and higher taxes. Refer to Non-GAAP Financial Measures for the Argentinian pesodefinition of Adjusted EPS and the Ukrainian hryvnia. In connectionConsolidated Results of Operations for our reconciliation with collective bargaining agreements covering eight U.S. facilities that expired on February 29, 2016, we continue to work toward reaching an agreement with the union and have made plans to ensure business continuity during the re-negotiations. For more information on these items, refer to ourdiluted EPS.

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Discussion and Analysis of Historical Results andCommodity Trends appearing later in this section, as well as Note 1,Basis of Presentation – Currency Translation and Highly Inflationary Accounting and Note 6,2014-2018 Restructuring Program.

Discussion and Analysis of Historical Results


Items Affecting Comparability of Financial Results


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

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

Gain on equity method investment exchange

   Note 2   $  $  $  $43 

2014-2018 Restructuring Program:

   Note 6      

Restructuring charges

     (113  (187  (418  (480

Implementation charges

     (62  (114  (179  (286

Loss related to interest rate swaps

   Note 7 & 8             (97

Loss on debt extinguishment

   Note 7          (11   

Intangible asset impairment charges

   Note 5    (71  (4  (109  (30

Divestitures and sales of property

   Note 2      

Net gain on divestitures

     187      184    

Gain on sale of intangible assets

        7      13 

Divestiture-related costs

     2      (26  (84

Gains on sales of property

        7      46 

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

   Note 15    28   (12  (69  (49

Benefits from resolution of tax matters(1)

   Note 11    215      273    

Malware incident incremental expenses

     (47     (54   

Effective tax rate

   Note 13    23.4  7.2  21.3  13.6


  For the Three Months Ended
March 31,
 See Note20242023
  (in millions, except percentages)
Simplify to Grow ProgramNote 7
Restructuring charges$(42)$(30)
Implementation charges(11)(5)
Mark-to-market gains from derivatives (1)
Note 91,124 48 
Acquisition and divestiture-related costs:Note 2
Acquisition integration costs and
   contingent consideration adjustments (1)
(43)(51)
Divestiture-related costs(4)(30)
Incremental costs due to war in Ukraine (2)
Note 1(1)
Remeasurement of net monetary positionNote 1(8)(12)
Impact from pension participation changes (1)
Note 10(2)(3)
Gain on marketable securitiesNote 6— 787 
(Loss)/gain on equity method investment transactions including impairments (3)
(665)485 
Equity method investee items (4)
(28)(44)
Effective tax rateNote 1423.6 %29.6 %
(1)Includes impacts recorded in operating income and interest expense and other, net. Mark-to-market gains/(losses) above also include our equity method investment-related derivative contract mark-to-market gains/(losses) (refer to Note 9, Financial Instruments) that are recorded in the (loss)/gain (including non-cash impairment charges) on equity method investment transactions on our condensed consolidated statement of earnings.
(2)Incremental costs due to the war in Ukraine include direct charges such as asset impairments due to damaged facilities and inventory, higher expected allowances for uncollectible accounts receivable and committed compensation. Please see the Non-GAAP Financial Measures section at the end of this item and Note 1, Basis of Presentation – War in Ukraine, for additional information.
(3)(Loss)/gain (including non-cash impairment charges) on equity method investment transactions is recorded outside pre-tax operating results on the condensed consolidated statement of earnings. See footnote (1) as mark-to-market gains/(losses) on our equity method-investment-related derivative contracts are presented in the table above within mark-to-market gains/(losses) from derivatives.
(4)Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's equity method investee, including acquisition and divestiture-related costs, restructuring program costs and intangible asset impairment charges.


31(1)Refer to Note 11,Commitments and Contingencies – Tax Matters, for more information. During the first quarter of 2017, we recorded a $58 million gain on the settlement of a pre-acquisition Cadbury tax matter and during the third quarter of 2017, we recorded additional income of $3 million. During the third quarter of 2017, we recorded a $212 million reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter, with $153 million in operating income and $59 million in interest income.
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Consolidated Results of Operations

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

Three Months Ended September 30:

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

Net revenues

  $6,530   $6,396   $134    2.1% 

Operating income

   1,181    702    479    68.2% 

Net earnings attributable to

   Mondelēz International

   992    548    444    81.0% 

Diluted earnings per share attributable to

   Mondelēz International

   0.65    0.35    0.30    85.7% 

March 31

For the Three Months Ended
March 31,
 20242023$ Change% Change
 (in millions, except per share data) 
Net revenues$9,290 $9,166 $124 1.4 %
Operating income2,727 1,505 1,222 81.2 %
Net earnings attributable to
   Mondelēz International
1,412 2,081 (669)(32.1)%
Diluted earnings per share attributable to
   Mondelēz International
1.04 1.52 (0.48)(31.6)%

Net Revenues– Net revenues increased $134$124 million (2.1%(1.4%) to $6,530$9,290 million in the thirdfirst quarter of 2017,2024, and Organic Net Revenue(1) increased $176$378 million (2.8%(4.2%) to $6,416$9,397 million. Power Brands net revenues increased 5.6%, including a favorable currency impact, and Power Brands Organic Net Revenue increased 3.8%. Emerging markets net revenues increased 4.5%, including an unfavorable currency impact,3.8% and emerging markets Organic Net Revenue increased 4.8%8.3% (1). Developed markets net revenues decreased (0.2)% and developed markets Organic Net Revenue increased 1.4% (1). The underlying changes in net revenues and Organic Net Revenue are detailed below:

2017

Change in net revenues (by percentage point)

Total change in net revenues

2.1

Add back the following items affecting comparability:

Favorable currency

(1.3)pp 

Impact of acquisition

(0.3)pp 

Impact of divestitures

2.3pp 

Total change in Organic Net Revenue(1)

2.8

Higher net pricing

1.5pp 

Favorable volume/mix

1.3pp 

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

Emerging
Markets
Developed
Markets
Mondelēz
International
Three Months Ended March 31, 2024
Reported (GAAP)$3,733 $5,557 $9,290 
Short-term distributor agreements(3)(22)(25)
Currency-related items166 (34)132 
Organic (Non-GAAP)$3,896 $5,501 $9,397 
Three Months Ended March 31, 2023
Reported (GAAP)$3,598 $5,568 $9,166 
Divestitures(2)(145)(147)
Organic (Non-GAAP)$3,596 $5,423 $9,019 
% Change
Reported (GAAP)3.8  %(0.2) %1.4  %
Divestitures— pp2.7 pp1.6 pp
Short-term distributor agreements(0.1)(0.4)(0.3)pp
Currency-related items4.6 (0.7)1.5 pp
Organic (Non-GAAP)8.3 %1.4 %4.2 %
Vol/Mix0.1 pp(3.6)pp(2.1)pp
Pricing8.2 5.0 6.3 
(1)Please see the Non-GAAP Financial Measures section at the end of this item.

Net revenue increase of 2.1%1.4% was driven by our underlying Organic Net Revenue increasegrowth of 2.8%, favorable currency4.2% and the impact of an acquisition,a short-term distributor agreement, partially offset by the impact of divestitures. Our underlyingour 2023 divestiture of the developed market gum business and unfavorable currency-related items. Organic Net Revenue increasegrowth was driven by higher net pricing, and favorablepartially offset by unfavorable volume/mix, including the recovery of shipments delayed as a result of the second quarter malware incident that we estimate had a positive impact of 0.6% on ourmix. Higher net revenue and Organic Net Revenue growth. Net pricing in all regions was up, which includeddue to the benefit of carryover pricing from 2016 and the first half of 20172023 as well as the effects of input cost-driven pricing actions taken during the third quarterfirst three months of 2017. Higher net pricing was reflected in all segments except Europe. Favorable2024. Overall, unfavorable volume/mix was reflecteddriven by volume declines, due to expected customer price negotiation disruptions in Europe, and North America, partially offset by declinessofter consumer demand in Latin America and AMEA. Favorable year-over-year currency impacts increased net revenues by $80 million, due primarily to the strength of several currencies relative to the U.S. dollar, including the euro, Russian ruble, Brazilian real, Australian dollar and Indian rupee, partially offset by the strengthgeopolitical impacts in parts of the U.S. dollar relative to several currencies, including the Egyptian pound and Argentinian peso. The November 2, 2016 acquisition of a business and license to manufacture, market and sell Cadbury-branded biscuits in additional key markets added $20 million (constant currency basis) of incremental net revenues for the third quarter of 2017. The impact of divestitures resulted in a year-over-year decline in net revenues of $142 million for the third quarter of 2017.

Operating Income– Operating income increased $479 million (68.2%) to $1,181 million in the third quarter of 2017, Adjusted Operating Income(1) increased $126 million (12.9%) to $1,100 million and Adjusted Operating Income on a constant currency basis(1) increased $106 million (10.9%) to $1,080 million due to the following:

                                    
  Operating
Income
  % Change 
  (in millions)    

Operating Income for the Three Months Ended September 30, 2016

 $702  

2014-2018 Restructuring Program costs(2)

  301  

Intangible asset impairment charges(3)

  4  

Mark-to-market losses from derivatives(4)

  12  

Operating income from divestitures(5)

  (37 

Gain on sale of intangible assets(6)

  (7 

Other/rounding

  (1 
 

 

 

  

Adjusted Operating Income(1) for the
Three Months Ended September 30, 2016

 $974  

Higher net pricing

  93  

Higher input costs

  (68 

Favorable volume/mix

  14  

Lower selling, general and administrative expenses

  107  

VAT-related settlement

  (34 

Gains on sales of property(7)

  (7 

Impact from acquisition(7)

  1  
 

 

 

  

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

  106   10.9% 

Favorable currency – translation

  20  
 

 

 

  

Total change in Adjusted Operating Income(1)

  126   12.9% 
 

 

 

  

Adjusted Operating Income(1) for the
Three Months Ended September 30, 2017

 $1,100  

2014-2018 Restructuring Program costs(2)

  (175 

Intangible asset impairment charges(3)

  (71 

Mark-to-market gains from derivatives(4)

  28  

Malware incident incremental expenses

  (47 

Acquisition integration costs(8)

  (1 

Operating income from divestitures(5)

  4  

Gain on divestiture(5)

  187  

Benefits from resolution of tax matters(9)

  155  

Other/rounding

  1  
 

 

 

  

Operating Income for the Three Months Ended September 30, 2017

 $1,181   68.2% 
 

 

 

  

 

 

 

(1)Refer to theNon-GAAP Financial Measures section at the end of this item.
(2)Refer to Note 6,2014-2018 Restructuring Program, for more information.
(3)Refer to Note 2,Divestitures and Acquisitions, and Note 5,Goodwill and Intangible Assets, for more information on trademark impairments.
(4)Refer to Note 8,Financial Instruments, Note 15,Segment Reporting, andNon-GAAP Financial Measures appearing later in this section for more information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.
(5)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2017 sales of a confectionery business in France and a grocery business in Australia and New Zealand and 2016 sales of property. Refer to our Annual Report on Form 10-K for the year ended December 31, 2016 for more information on the 2016 sale of a confectionery business in Costa Rica.
(6)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland.
(7)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 purchase of a license to manufacture, market and sell Cadbury-branded biscuits in additional key markets and other property sale in 2016.
(8)Refer to our Annual Report on Form 10-K for the year ended December 31, 2016, for information on the acquisition of a biscuit business in Vietnam.
(9)Refer to Note 11,Commitments and Contingencies – Tax Matters, for more information on the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter and settlement of a pre-acquisition Cadbury tax matter.

During the third quarter, we realized higher net pricing as input costs increased modestly. Higher net pricing, which included the carryover impact of pricing actions taken in 2016 and the first half of 2017 as well as the effects of input cost-driven pricing actions taken during the third quarter of 2017, was reflected in all segments except Europe. The increase in input costs was driven by higher raw material costsAMEA, which were partially offset by lower manufacturing costs due to productivity gains. Favorablefavorable product mix. Unfavorable volume/mix in part duewas reflected across all regions. The short-term distributor agreement related to the recoveryOctober 1, 2023 sale of shipments delayed as a resultour developed market gum business added incremental net revenues of $25 million. The impact of our 2023 divestiture of the second quarter malware incident, wasdeveloped market gum business resulted in a year-over-year reduction in net revenues of $147 million. Refer to Note 2, Divestitures, for additional information. Currency-related items decreased net revenues by $132 million, driven by Europe, partially offset by unfavorable volume/mix in AMEA, Latin America and North America.

Total selling, general and administrative expenses decreased $222 million from the third quarter of 2016, due to a number of factors noted in the table above, including in part, the benefit from the resolution of a Brazilian indirect tax matter and lower implementation costs incurred for the 2014-2018 Restructuring Program. The decreases werecurrency translation rate changes, partially offset by the VAT-related settlementadjustment for extreme pricing in 2016, an unfavorableArgentina. Refer to Recent Developments and Significant Items Affecting Comparability for additional information. Unfavorable currency impact, incremental expenses related to the malware incident and the gains on sales of property in 2016.

Excluding the factors noted above, selling, general and administrative expenses decreased $107 million from the third quarter of 2016. The decrease was driven primarily by lower overhead coststranslation rate changes were due to continued cost reduction efforts.

Favorable currency impacts increased operating income by $20 million due primarily to the strength of several currencies relative to the U.S. dollar, including the euro, Russian ruble, Brazilian real, Indian rupee and Australian dollar, partially offset by the strength of the U.S. dollar relative to several currencies, including the Egyptian pound and Argentinian peso.

Operating income margin increased from 11.0% in the third quarter of 2016 to 18.1% in the third quarter of 2017. The increase in operating income margin was driven primarily by the net gain on divestitures, the benefit from the resolution of a Brazilian indirect tax matter, lower 2014-2018 Restructuring Program costs, an increase in our Adjusted Operating Income margin and the year-over-year favorable impact of unrealized gains/(losses) on currency and commodity hedging activities, partially offset by higher intangible asset impairment charges, incremental costs related to the malware incident and the impact from divestitures. Adjusted Operating Income margin increased from 15.6% in the third quarter of 2016 to 16.9% in the third quarter of 2017. The increase in Adjusted Operating Income margin was driven primarily by lower overheads from continued cost reduction efforts.

Net Earnings and Earnings per Share Attributable to Mondelēz International– Net earnings attributable to Mondelēz International of $992 million increased by $444 million (81.0%) in the third quarter of 2017. Diluted EPS attributable to Mondelēz International was $0.65 in the third quarter of 2017, up $0.30 (85.7%) from the third quarter of 2016. Adjusted EPS(1) was $0.57 in the third quarter of 2017, up $0.07 (14.0%) from the third quarter of 2016. Adjusted EPS on a constant currency basis(1) was $0.56 in the third quarter of 2017, up $0.06 (12.0%) from the third quarter of 2016.

                  
   Diluted EPS 

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

  $0.35 

2014-2018 Restructuring Program costs (2)

   0.14 

Intangible asset impairment charges(2)

    

Mark-to-market gains from derivatives(2)

    

Net earnings from divestitures(2)

   (0.02

Gain on sale of intangible assets(2)

    

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

   0.03 
  

 

 

 

Adjusted EPS(1) for the Three Months Ended September 30, 2016

  $0.50 

Increase in operations

   0.08 

Increase in equity method investment net earnings

   0.01 

VAT-related settlements

   (0.02

Gains on sales of property(2)

    

Impact from acquisition (2)

    

Lower interest and other expense, net(4)

   0.03 

Changes in shares outstanding(5)

   0.02 

Changes in income taxes (6)

   (0.06
  

 

 

 

Adjusted EPS (constant currency)(1) for the Three Months Ended September 30, 2017

  $0.56 

Favorable currency – translation

   0.01 
  

 

 

 

Adjusted EPS(1) for the Three Months Ended September 30, 2017

  $0.57 

2014-2018 Restructuring Program costs (2)

   (0.08

Intangible asset impairment charges(2)

   (0.04

Mark-to-market gains from derivatives(2)

   0.02 

Malware incident incremental expenses

   (0.02

Divestiture-related costs(7)

   (0.01

Net earnings from divestitures(2)

    

Gain on divestiture(2)

   0.12 

Benefits from resolution of tax matters(2)

   0.09 

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

    
  

 

 

 

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

  $0.65 
  

 

 

 

(1)Refer to theNon-GAAP Financial Measures section appearing later in this section.
(2)See theOperating Income table above and the related footnotes for more information.
(3)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs and restructuring program costs, recorded by our JDE and Keurig equity method investees.
(4)Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation.
(5)Refer to Note 10,Stock Plans, for more information on our equity compensation programs and share repurchase program and Note 14,Earnings Per Share, for earnings per share weighted-average share information.
(6)Refer to Note 10,Stock Plans, for more information on a $7 million earnings impact (in the provision for income taxes) in the third quarter of 2017 related to adopting a new stock-based compensation accounting standard in 2017 and Note 13,Income Taxes, for more information on the change in our income taxes and effective tax rate.
(7)Refer to Note 2,Divestitures and Acquisition, for more information on the sale of a grocery business in Australia and New Zealand and related taxes as well as a related gain on a foreign currency hedge.

Nine Months Ended September 30:

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

Net revenues

  $18,930   $19,153   $(223   (1.2)% 

Operating income

   2,662    2,062    600    29.1% 

Net earnings attributable to

   Mondelēz International

   2,120    1,566    554    35.4% 

Diluted earnings per share attributable to

   Mondelēz International

   1.38    0.99    0.39    39.4% 

Net Revenues– Net revenues decreased $223 million (1.2%) to $18,930 million in the first nine months of 2017, and Organic Net Revenue(1) increased $55 million (0.3%) to $18,766 million. Power Brands net revenues increased 1.4%, including an unfavorable currency impact, and Power Brands Organic Net Revenue increased 1.5%. Emerging markets net revenues increased 2.4%, including an unfavorable currency impact, and emerging markets Organic Net Revenue increased 2.7%. The underlying changes in net revenues and Organic Net Revenue are detailed below:

2017

Change in net revenues (by percentage point)

Total change in net revenues

(1.2)% 

Add back the following items affecting comparability:

Impact of divestitures

1.0pp 

Unfavorable currency

0.8pp 

Impact of acquisitions

(0.3)pp 

Total change in Organic Net Revenue(1)

0.3

Higher net pricing

1.2pp 

Unfavorable volume/mix

(0.9)pp 

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

Net revenue decline of 1.2% was driven by the impact of divestitures and unfavorable currency, partially offset by our underlying Organic Net Revenue growth of 0.3% and the impact of an acquisition. The impact of divestitures resulted in a year-over-year decline in net revenues of $193 million for the first nine months of 2017. Unfavorable year-over-year currency impacts decreased net revenues by $135 million, due primarily to the strength of the U.S. dollar relative to several currencies, includingprimarily the British pound sterling, Egyptian pound, Argentinian

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Argentinean peso, as well as the Russian ruble, Turkish lira, Nigerian naira, Turkish liraChinese yuan and Chinese yuan,Australian dollar, partially offset by the strength of several currencies relative to the U.S. dollar, including the Mexican peso, British pound sterling, Brazilian real, Russian ruble, South African randeuro and Australian dollar. Our underlying Organic Net Revenue increase was driven by higher net pricing, partially offset by unfavorable volume/mix. Net pricing was up, which includes the benefit of carryover pricing from 2016 as well as the effects of input cost-driven pricing actions taken during 2017. Higher net pricing was reflected in Latin America and AMEA, partially offset by lower net pricing in Europe and North America. Unfavorable volume/mix was reflected in all segments except Europe, in part due to expected shipments that we did not realize following the second quarter malware incident. The November 2, 2016 acquisition of a business and license to manufacture, market and sell Cadbury-branded biscuits in additional key markets added $50 million (constant currency basis) of incremental net revenues for the first nine months of 2017.

Polish zloty.


Operating Income – Operating income increased $600$1,222 million (29.1%(81.2%) to $2,662$2,727 million in the first nine monthsquarter of 2017,2024. Adjusted Operating Income(1) increased $192$186 million (6.7%(12.2%) to $3,075$1,710 million and Adjusted Operating Income on a constant currency basis(1) increased $245$256 million (8.5%(16.8%) to $3,128$1,780 million due to the following:

                                    
   Operating
Income
   % Change 
   (in millions)     

Operating Income for the Nine Months Ended September 30, 2016

  $2,062   

2014-2018 Restructuring Program costs(2)

   766   

Intangible asset impairment charges(3)

   30   

Mark-to-market losses from derivatives(4)

   49   

Acquisition integration costs(5)

   6   

Divestiture-related costs(6)

   84   

Operating income from divestitures(6)

   (99  

Gain on sale of intangible assets(7)

   (13  

Other/rounding

   (2  
  

 

 

   

Adjusted Operating Income(1) for the
Nine Months Ended September 30, 2016

  $2,883   

Higher net pricing

   233   

Higher input costs

   (116  

Unfavorable volume/mix

   (140  

Lower selling, general and administrative expenses

   315   

Gains on sales of property(8)

   (46  

VAT-related settlements

   (34  

Property insurance recovery

   27   

Impact from acquisitions(8)

   7   

Other

   (1  
  

 

 

   

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

   245    8.5% 

Unfavorable currency – translation

   (53  
  

 

 

   

Total change in Adjusted Operating Income(1)

   192    6.7% 
  

 

 

   

Adjusted Operating Income(1) for the
Nine Months Ended September 30, 2017

  $3,075   

2014-2018 Restructuring Program costs(2)

   (597  

Intangible asset impairment charges(3)

   (109  

Mark-to-market losses from derivatives(4)

   (69  

Malware incident incremental expenses

   (54  

Acquisition integration costs(5)

   (2  

Divestiture-related costs(6)

   (23  

Operating income from divestitures(6)

   55   

Net gain on divestitures(6)

   184   

Benefits from resolution of tax matters(9)

   201   

Other/rounding

   1   
  

 

 

   

Operating Income for the Nine Months Ended September 30, 2017

  $2,662    29.1% 
  

 

 

   

 

 

 

 For the Three Months Ended
March 31,
  
 20242023$ Change% Change
 (in millions) 
Operating Income$2,727 $1,505 $1,222 81.2 %
Simplify to Grow Program (2)
53 35 18 
Mark-to-market gains from derivatives (3)
(1,124)(49)(1,075)
Acquisition integration costs and
   contingent consideration adjustments (4)
43 51 (8)
Divestiture-related costs (4)
30 (26)
Operating results from divestitures (4)
— (57)57 
Operating results from short-term distributor agreements (1)
(2)— (2)
Incremental costs due to war in Ukraine (5)
(3)
Remeasurement of net monetary position (5)
12 (4)
Adjusted Operating Income (1)
$1,710 $1,524 $186 12.2 %
Currency-related items70 — 70 
Adjusted Operating Income (constant currency) (1)
$1,780 $1,524 $256 16.8 %

Key Drivers of Adjusted Operating Income (constant currency)(1)$ ChangeRefer to theNon-GAAP Financial Measures section at the end of this item.
   Higher net pricing567 
Higher input costs(130)
Unfavorable volume/mix(53)
Higher selling, general and administrative expenses(138)
   Higher asset impairment charges10 
Total change in Adjusted Operating Income (constant currency) (1)
$256

(1)Refer to the Non-GAAP Financial Measures section.
(2)Refer to Note 7, Restructuring Program, for additional information.
(3)Refer to Note 9, Financial Instruments, and the Non-GAAP Financial Measures section at the end of this item for additional information on the unrealized gains/losses on commodity and forecasted currency transaction derivatives.
(4)Refer to Note 2, Divestitures, for additional information on the October 1, 2023 sale of the developed market gum business. Refer to Note 2, Acquisitions and Divestitures in our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information on our 2022 acquisitions.
(5)Refer to Note 1, Basis of Presentation, for information on our accounting for the war in Ukraine and our application of highly inflationary accounting for Argentina and Türkiye.

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(2)Refer to Note 6,2014-2018 Restructuring Program, for more information.
(3)Refer to Note 2,Divestitures and Acquisitions, and Note 5,Goodwill and Intangible Assets, for more information on trademark impairments.
(4)Refer to Note 8,Financial Instruments, Note 15,Segment Reporting, andNon-GAAP Financial Measures appearing later in this section for more information on the unrealized losses on commodity and forecasted currency transaction derivatives.
(5)Refer to our Annual Report on Form 10-K for the year ended December 31, 2016, for information on the acquisition of a biscuit business in Vietnam.
(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. Refer to our Annual Report on Form 10-K for the year ended December 31, 2016 for more information on the 2016 sale of a confectionery business in Costa Rica.
(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 – Tax Matters, for more information on the settlement of a pre-acquisition Cadbury tax matter and the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter.



During the first nine monthsquarter of 2017,2024, we realized higher net pricing, whilewhich was partially offset by increased input costs increased modestly.and unfavorable volume/mix. Higher net pricing, which included the carryover impact of pricing actions taken in 2016 and the first half of 20172023 as well as the effects of input cost-driven pricing actions taken during the third quarterfirst three months of 2017,2024, was driven by Latin America and AMEA, partially offset by lower net pricing in Europe and North America.reflected across all regions. The increase in input costs was driven by higher raw material costs which werenet of realized gains from our forward purchasing and hedging contracts, partially offset by lower manufacturing costs due todriven by productivity. Unfavorable volume/mix,Higher raw material costs were in part due to expected shipments that we did not realize following the second quarter malware incident,higher cocoa, sugar, nuts, and other ingredient costs, as well as unfavorable year-over-year currency exchange transaction costs on imported materials, partially offset by lower dairy, edible oils, grains, energy and packaging costs. Overall, volume/mix was due to volume declines partially offset by favorable product mix. Unfavorable volume/mix was driven by Europe, North America AMEA, and Latin America, which was partiallymarginally offset by slightly favorable volume/mix in Europe.

AMEA.


Total selling, general and administrative expenses decreased $581increased $83 million from the first nine monthsquarter of 2016, due to2023, which reflected benefits from a number of factors noted in the table above, including in part, lower divestiture-related costs, the benefitselimination of costs from the resolutiondeveloped market gum business divested in 2023, lower acquisition integration costs and contingent consideration adjustments and lower remeasurement loss of tax matters, lowernet monetary position, marginally offset by higher implementation costs incurred for the 2014-2018 Restructuring Program, lower divestiture-related costs and a property insurance recovery in AMEA. The decreases were partially offset by higher intangible asset impairment charges, gains on sales of property in 2016 and incremental expenses incurred dueSimplify to the malware incident.

Grow program. Excluding thethese factors, noted above, selling, general and administrative expenses decreased $315increased $138 million from the first nine monthsquarter of 2016.2023. The decreaseincrease was driven primarily by lower overhead costs and lowerhigher advertising and consumer promotion costs and higher overhead costs in part due to continued cost reduction effortsincreased investments in both areas.

route to market capabilities.


Unfavorable currency impactscurrency-related items decreased operating income by $53$70 million primarily due primarily to the strength of the U.S. dollar relative to severalmost currencies, including the Argentinean peso, Russian ruble, Turkish lira, Chinese yuan, Australian dollar, Nigerian naira and Egyptian pound, and British pound sterling, partially offset by the strength of severala few currencies relative to the U.S. dollar, includingprimarily the British pound sterling, Mexican peso, Brazilian real, Russian ruble, Australian dollareuro and South African rand.

Polish zloty.


Operating income margin increased from 10.8%16.4% in the first nine monthsquarter of 20162023 to 14.1%29.4% in the first nine monthsquarter of 2017.2024. The increase in operating income margin was driven primarily by an increasethe favorable year-over-year change in ourmark-to-market gains/(losses) from currency and commodity hedging activities, higher Adjusted Operating Income margin, the benefits from the resolution of tax matters, the net gain on divestitures, lower 2014-2018 Restructuring Programdivestiture-related costs and lower divestiture-related costs,remeasurement loss of net monetary position, partially offset by the impact from the developed market gum business divested in 2023 and higher intangible asset impairment charges, incremental costs relatedincurred for the Simplify to the malware incident and the year-over-year unfavorable impact of unrealized gains/(losses) on currency and commodity hedging activities.Grow program. Adjusted Operating Income margin increased from 15.4% in16.9% for the first nine monthsquarter of 20162023 to 16.5% in18.5% for the first nine monthsquarter of 2017.2024. The increase in Adjusted Operating Income margin was driven primarily by higher net pricing, lower overheadsmanufacturing costs driven by productivity, favorable product mix and loweroverhead cost leverage, partially offset by higher raw material costs and higher advertising and consumer promotion costs due to continued cost reduction efforts in both areas.

costs.


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Net Earnings and Earnings per Share Attributable to Mondelēz International– Net earnings attributable to Mondelēz International of $2,120$1,412 million increaseddecreased by $554$669 million (35.4%(32.1%) in the first nine monthsquarter of 2017.2024. Diluted EPS attributable to Mondelēz International was $1.38$1.04 in the first nine monthsquarter of 2017, up $0.39 (39.4%2024, down $0.48 (31.6%) from the first nine monthsquarter of 2016.2023. Adjusted EPS(1) was $1.57$0.95 in the first nine monthsquarter of 2017,2024, up $0.15 (10.6%$0.09 (10.5%) from the first nine monthsquarter of 2016.2023. Adjusted EPS on a constant currency basis(1) was $1.59$1.00 in the first nine monthsquarter of 2017,2024, up $0.17 (12.0%$0.14 (16.3%) from the first nine monthsquarter of 2016.

                  
   Diluted EPS 

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

  $0.99 

2014-2018 Restructuring Program costs (2)

   0.36 

Intangible asset impairment charges(2)

   0.01 

Mark-to-market losses from derivatives(2)

   0.03 

Divestiture-related costs(2)

   0.04 

Net earnings from divestitures(2)

   (0.05

Gain on sale of intangible assets(2)

    

Loss related to interest rate swaps(3)

   0.04 

Gain on equity method investment exchange (4)

   (0.03

Equity method investee acquisition-related and other adjustments (5)

   0.03 
  

 

 

 

Adjusted EPS(1) for the Nine Months Ended September 30, 2016

  $1.42 

Increase in operations

   0.16 

Increase in equity method investment earnings

   0.01 

Gains on sales of property(2)

   (0.02

VAT-related settlements

   (0.02

Property insurance recovery

   0.01 

Impact of acquisition(2)

    

Lower interest and other expense, net(6)

   0.06 

Changes in shares outstanding(7)

   0.04 

Changes in income taxes(8)

   (0.07
  

 

 

 

Adjusted EPS (constant currency)(1) for the Nine Months Ended September 30, 2017

  $1.59 

Unfavorable currency – translation

   (0.02
  

 

 

 

Adjusted EPS(1) for the Nine Months Ended September 30, 2017

  $1.57 

2014-2018 Restructuring Program costs (2)

   (0.29

Intangible asset impairment charges(2)

   (0.05

Mark-to-market losses from derivatives(2)

   (0.04

Malware incident incremental expenses

   (0.02

Divestiture-related costs(2)

   (0.02

Net earnings from divestitures(2)

   0.03 

Net gain on divestitures(2)

   0.11 

Acquisition integration costs(2)

    

Benefits from resolution of tax matters(2)

   0.13 

Loss on debt extinguishment(9)

   (0.01

Equity method investee acquisition-related and other adjustments (5)

   (0.03
  

 

 

 

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

  $1.38 
  

 

 

 

2023.
 For the Three Months Ended
March 31,
  
 20242023$ Change% Change
Diluted EPS attributable to Mondelēz International$1.04 $1.52 $(0.48)(31.6)%
Simplify to Grow Program (2)
0.03 0.02 0.01 
Mark-to-market gains from derivatives (2)
(0.66)(0.03)(0.63)
Acquisition integration costs and
   contingent consideration adjustments (2)
0.02 0.03 (0.01)
Divestiture-related costs (2)
— 0.02 (0.02)
Operating results from divestitures (2)
— (0.05)0.05 
Remeasurement of net monetary position (2)
0.01 0.01 — 
Gain on marketable securities (3)
— (0.43)0.43 
Loss/(gain) on equity method investment transactions
including impairments (3)
0.49 (0.26)0.75 
Equity method investee items (4)
0.02 0.03 (0.01)
Adjusted EPS (1)
$0.95 $0.86 $0.09 10.5 %
Currency-related items0.05 — 0.05 
Adjusted EPS (constant currency) (1)
$1.00 $0.86 $0.14 16.3 %

Key Drivers of Adjusted EPS (constant currency)(1)$ ChangeRefer to theNon-GAAP Financial Measures section at the end of this item.
Increase in operations(2)$See theOperating Income table above0.14 
Change in interest and the related footnotes for more information.other expense, net (5)
0.01 
Change in income taxes (6)
(3)(0.02)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
Change in financing and hedging plans.shares outstanding (7)
0.01 
(4)Refer to Note 2,Divestitures and Acquisitions – Keurig Transaction, for more information on the 2016 acquisition of an interest in Keurig.
(5)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.

(6)Excludes the currency impact on interest expense related to our non-U.S. dollar-denominated debt which is included in currency translation.
(7)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.
(8)Refer to Note 10,Stock Plans, for more information on a $31 million earnings impact (in the provision for income taxes) in the first nine months of 2017 related to adopting a new stock-based compensation accounting standard in 2017 and Note 13,Income Taxes, for more information on the
Total change in our income taxes and effective tax rate.Adjusted EPS (constant currency) (1)
$0.14

(1)Refer to the Non-GAAP Financial Measures section appearing later in this section. The tax expense/(benefit) of each of the pre-tax items excluded from our U.S. 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 March 31, 2024, taxes for the: Simplify to Grow Program were $(11) million, mark-to-market gains from derivatives were $227 million, acquisition integration costs and contingent consideration adjustments were $(10) million, remeasurement of net monetary position were zero, losson equity method investment transactions including impairments were zeroand equity method investee items were zero.
For the three months ended March 31, 2023, taxes for the: Simplify to Grow Program were $(6) million, mark-to-market gains from derivatives were $8 million, acquisition integration costs and contingent consideration adjustments were $(13) million, divestiture-related costs were $(4) million, operating results from divestitures were $16 million, remeasurement of net monetary position were zero, gain on marketable securities were $201 million, gain on equity method investment transactions were $125 million and equity method investee items were zero.
(2)See the Operating Income table above and the related footnotes for additional information.
(3)Refer to Note 6, Investments, for additional information on gains/losses (including non-cash impairment charges) on equity method investment transactions and marketable securities.
(4)Includes our proportionate share of significant operating and non-operating items recorded by our JDE Peet's equity method investee, such as acquisition and divestiture-related costs and restructuring program costs.
(5)Excludes the currency impact on interest expense related to non-U.S. dollar-denominated debt, which is included in currency translation.
(6)Refer to Note 14, Income Taxes, for additional information on the items affecting income taxes.
(7)Refer to Note 11, Stock Plans, for additional information on our equity compensation programs and share repurchase program and Note 15, Earnings per Share, for earnings per share weighted-average share information
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(9)Refer to Note 7,Debt and Borrowing Arrangements, for more information on our loss on debt extinguishment and related expenses in connection with our debt discharge.



Results of Operations by Reportable Segment


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

Latin America
AMEA
Europe
North America

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


We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise inacross our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions.


We use segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends. See Note 15,16, Segment Reporting,for additional information on our segments andItems Affecting Comparability of Financial Results earlier in this section for items affecting our segment operating results.


Our segment net revenues and earnings revised to reflect our new segment structure in all periods, were:

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

Net revenues:

        

Latin America

  $908   $868   $2,666   $2,528 

AMEA

   1,405    1,443    4,290    4,404 

Europe

   2,442    2,332    6,978    7,073 

North America

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

 

 

   

 

 

   

 

 

   

 

 

 

Net revenues

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

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes:

        

Operating income:

        

Latin America

  $255   $92   $469   $191 

AMEA

   82    165    425    504 

Europe

   410    316    1,158    924 

North America

   318    274    824    840 

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

   28    (12   (69   (49

General corporate expenses

   (54   (89   (196   (216

Amortization of intangibles

   (45   (44   (133   (132

Net gain on divestitures

   187        184     
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

   1,181    702    2,662    2,062 

Interest and other expense, net

   (19   (145   (262   (540
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes

  $1,162   $557   $2,400   $1,522 
  

 

 

   

 

 

   

 

 

   

 

 

 

 For the Three Months Ended
March 31,
 20242023
 (in millions)
Net revenues:
Latin America$1,319 $1,211 
AMEA1,950 1,939 
Europe3,368 3,307 
North America2,653 2,709 
Net revenues$9,290 $9,166 

Earnings before income taxes:
Operating income:
Latin America$157 $139 
AMEA411 360 
Europe591 507 
North America549 566 
Unrealized gains on hedging activities
(mark-to-market impacts)
1,124 49 
General corporate expenses(67)(77)
Amortization of intangible assets(38)(39)
Operating income2,727 1,505 
Benefit plan non-service income23 19 
Interest and other expense, net(68)(95)
Gain on marketable securities— 796 
Earnings before income taxes$2,682 $2,225 



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Latin America

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

Net revenues

  $908   $868   $40     4.6%   

Segment operating income

   255    92    163     177.2%   
   For the Nine Months Ended        
   September 30,        
   2017   2016   $ change  % change 
       (in millions)        

Net revenues

  $2,666   $2,528   $138     5.5%   

Segment operating income

   469    191    278     145.5%   

For the Three Months Ended
March 31,
 20242023$ Change% Change
(in millions)
Net revenues$1,319 $1,211 $108 8.9 %
Segment operating income157 139 18 12.9 %

Three Months Ended September 30:

March 31:


Net revenues increased $40$108 million (4.6%(8.9%), due to higher net pricing (8.3 pp) and favorable impact of currency-related items (1.8 pp), partially offset by unfavorable volume/mix (2.9 pp), unfavorable currency (0.6 pp) and the impact of a divestiture (0.2(1.2 pp). Higher net pricing, net of the adjustment for extreme pricing in Argentina, was driven by input cost-driven pricing actions and reflected across all categories, driven primarily by Brazil,in Argentina, Mexico and Mexico. Despite the benefit from the recovery of shipments delayedBrazil. Currency-related items were net positive due to the second quarter malware incident,adjustment for extreme pricing in Argentina, which was mostly offset by unfavorable volume/mix occurred across most of the region and was largelycurrency translation rate changes. Unfavorable currency translation impacts were primarily due to the impactstrength of pricing-related elasticity.the U.S. dollar relative to a few currencies in the region, primarily the Argentinean peso and Chilean peso, partially offset by the strength of several currencies relative to the U.S. dollar, primarily the Mexican peso and Brazilian real. Unfavorable volume/mix was driven by declines in refreshment beverages, gumchocolate, biscuits & baked snacks, candy and cheese & grocery, partially offset by gains in chocolate, biscuitsrefreshment beverages and candy.gum.

Segment operating income increased $18 million (12.9%), primarily due to higher net pricing, lower other selling, general and administrative expenses, lower remeasurement loss on net monetary position and lower manufacturing costs driven by productivity. These favorable items were partially offset by higher raw material costs, unfavorable currency-related items, higher acquisition integration costs, higher advertising and consumer promotion costs and unfavorable volume/mix.

AMEA
For the Three Months Ended
March 31,
 20242023$ Change% Change
(in millions)
Net revenues$1,950 $1,939 $11 0.6 %
Segment operating income411 360 51 14.2 %

Three Months Ended March 31:

Net revenues increased $11 million (0.6%), due to higher net pricing (6.1 pp), mostly offset by unfavorable currency (5.3 pp) and unfavorable volume/mix (0.2 pp). Higher net pricing, driven by input cost-driven pricing actions, was reflected across all categories. Unfavorable currency translation impacts were due primarily to the strength of the U.S. dollar relative to most currencies in the Argentinian peso,region, including the Nigerian naira, Chinese yuan, Australian dollar and Egyptian pound. Overall, unfavorable volume/mix was impacted by geopolitical events in the Middle East and Southeast Asia. Unfavorable volume/mix was driven by declines in biscuits & baked snacks, refreshment beverages and cheese & grocery, mostly offset by gains in gum, chocolate and candy.

Segment operating income increased $51 million (14.2%), primarily due to higher net pricing and lower manufacturing costs driven by productivity. These favorable items were partially offset by higher other selling, general and administrative expenses, higher raw material costs, unfavorable currency translation rate changes and higher advertising and consumer promotion costs.

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Europe
For the Three Months Ended
March 31,
 20242023$ Change% Change
(in millions)
Net revenues$3,368 $3,307 $61 1.8 %
Segment operating income591 507 84 16.6 %

Three Months Ended March 31:

Net revenues increased $61 million (1.8%), due to higher net pricing (7.9 pp) and the impact from short-term distributor agreements (0.8 pp), partially offset by unfavorable volume/mix (3.5 pp), the impact of divestitures (1.8 pp) and unfavorable currency translation rate changes (1.6 pp). Higher net pricing, driven by input cost-driven pricing actions, was reflected across all categories except cheese & grocery. The short-term distributor agreement related to the October 1, 2023 sale of our developed market gum business added incremental net revenues of $25 million. Overall, unfavorable volume/mix reflected volume declines due to the impact from customer price negotiation disruptions, partially offset by favorable product mix. Unfavorable volume/mix was driven by declines in biscuits & baked snacks, chocolate, gum, candy and refreshment beverages, partially offset by a gain in cheese & grocery. The impact of our 2023 divestiture of the developed market gum business resulted in a year-over-year reduction in net revenues of $55 million. Unfavorable currency translation rate changes reflected the strength of the U.S. dollar relative to several currencies across the region, including the Russian ruble and Turkish lira, partially offset by the strength of the Brazilian real and Mexico pesoseveral currencies relative to the U.S. dollar. On December 1, 2016, we sold a small confectionery business in Costa Rica.

dollar, including the British pound sterling, euro and Polish zloty.


Segment operating income increased $163$84 million (177.2%(16.6%), primarily due to the benefit from the resolution of a Brazilian indirect tax matter of $153 million, higher net pricing, lower manufacturing costs driven by productivity, lower divestiture-related costs and lower manufacturingacquisition integration costs. These favorable items were partially offset by higher raw material costs, higher other selling, general and administrative expenses, unfavorable volume/mix, higher advertising and consumer promotion costs, lapping prior-year operating results from the developed market gum business divested in 2023, unfavorable currency translation rate changes, higher costs incurred for the Simplify to Grow Program and higher remeasurement loss on net monetary position.

North America
For the Three Months Ended
March 31,
 20242023$ Change% Change
(in millions)
Net revenues$2,653 $2,709 $(56)(2.1)%
Segment operating income549 566 (17)(3.0)%

Three Months Ended March 31:

Net revenues decreased $56 million (2.1%), due to the impact of divestitures (3.5 pp) and unfavorable volume/mix (2.1 pp), partially offset by higher net pricing (3.4 pp) and favorable currency (0.1 pp). The impact of our 2023 divestiture of the developed market gum business resulted in a year-over-year reduction in net revenues of $92 million. Overall, unfavorable volume/mix reflected consumer softness in the U.S. Unfavorable volume/mix was driven by declines in biscuits & baked snacks and candy, partially offset by a gain in chocolate. Higher net pricing, driven by input cost-driven pricing actions, was reflected across all categories. Favorable currency impact was due to the strength of the Canadian dollar relative to the U.S. dollar.

Segment operating income decreased $17 million (3.0%), primarily due to lapping prior-year operating results from the developed market gum business divested in 2023, higher raw material costs, higher advertising and consumer promotion costs, unfavorable volume/mix, higher costs incurred for the 2014-2018 RestructuringSimplify to Grow Program and higher other selling, general and administrative expenses and an intangible asset impairment charge.

Nine Months Ended September 30:

Net revenues increased $138 million (5.5%), due to higher net pricing (7.4 pp) and favorable currency (2.8 pp), partially offset by unfavorable volume/mix (4.5 pp) and the impact of a divestiture (0.2 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 Argentinian peso and Mexican peso. Unfavorable volume/mix, which occurred across most of the region, was largely due to the impact of pricing-related elasticity. In addition, only a portion of the shipments delayed at the end of the second quarter due to the malware incident was recovered. Unfavorable volume/mix was driven by declines in all categories except chocolate and candy. On December 1, 2016, we sold a small confectionery business in Costa Rica.

Segment operating income increased $278 million (145.5%), primarily due to higher net pricing, the benefit from the resolution of a Brazilian indirect tax matter of $153 million, lower manufacturing costs, favorable currency, lower other selling, general and administrative expenses and lower advertising and consumer promotion costs. These favorable items were partially offset by higher raw material costs, unfavorable volume/mix and an intangible asset impairment charge.

AMEA

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

Net revenues

  $1,405   $1,443   $(38   (2.6)% 

Segment operating income

   82    165    (83   (50.3)% 
   For the Nine Months Ended         
   September 30,         
   2017   2016   $ change   % change 
       (in millions)         

Net revenues

  $4,290   $4,404   $(114   (2.6)% 

Segment operating income

   425    504    (79   (15.7)% 

Three Months Ended September 30:

Net revenues decreased $38 million (2.6%), due to the impact of divestitures (4.2 pp), unfavorable currency (1.3 pp) and unfavorable volume/mix (0.5 pp), partially offset by higher net pricing (3.4 pp). The impact of divestitures, primarily related to the grocery & cheese business in Australia and New Zealand that was divested on July 4, 2017, resulted in a year-over-year decline in net revenues of $60 million for the third quarter of 2017. Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to several currencies in the region, including the Egyptian pound, Philippine peso and Japanese yen, partially offset by the strength of several other currencies in the region relative to the U.S. dollar, including the Australian dollar, Indian rupee and South African rand. Despite the benefit from the recovery of shipments delayed due to the second quarter malware incident, unfavorable volume/mix was driven by declines in all categories except biscuits. Higher net pricing was reflected across all categories.

Segment operating income decreased $83 million (50.3%), primarily due to intangible asset impairment charges, higher raw material costs, higher costs incurred for the 2014-2018 Restructuring Program, unfavorable volume/mix and the impact of divestitures.expenses. These unfavorable items were partially offset by higher net pricing, lower manufacturingacquisition integration costs and contingent consideration adjustments, lower advertising and consumer promotion costs.

Nine Months Ended September 30:

Net revenues decreased $114 million (2.6%), due to unfavorable currency (2.6 pp), the impact of divestitures (1.3 pp) and unfavorable volume/mix (1.3 pp), partially offset by higher net pricing (2.6 pp). Unfavorable currency impacts were due primarily to the strength of the U.S. dollar relative to several currencies in the region, including the Egyptian pound, Nigerian naira, Chinese yuan, and Philippine peso, partially offset by the strength of several other currencies in the region relative to the U.S. dollar, including the South African rand, Australian dollar and Indian rupee. The impact of divestitures, primarily related to the grocery & cheese business in Australia and New Zealand that was divested on July 4, 2017, resulted in a year-over-year decline in net revenues of $60 million for the first nine months of 2017. Unfavorable volume/mix was driven by declines in cheese & grocery, refreshment beverages, gum and candy, partially offset by gains in biscuits and chocolate. In addition, only a portion of the shipments delayed at the end of the second quarter due to the malware incident was recovered. Higher net pricing was reflected across all categories.

Segment operating income decreased $79 million (15.7%), primarily due to higher raw material costs, unfavorable volume/mix, intangiblefixed asset impairment charges unfavorable currency, higher costs incurred for the 2014-2018 Restructuring Program and the impact of divestitures. These unfavorable items were partially offset by higher net pricing, lower other selling, general and administrative expenses (including a property insurance recovery), lower manufacturing costs and lower advertising and consumer promotion costs.

Europe

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

Net revenues

  $2,442   $2,332   $110    4.7% 

Segment operating income

   410    316    94    29.7% 
   For the Nine Months Ended         
   September 30,         
   2017   2016   $ change   % change 
       (in millions)         

Net revenues

  $6,978   $7,073   $(95   (1.3)% 

Segment operating income

   1,158    924    234    25.3

Three Months Ended September 30:

Net revenues increased $110 million (4.7%), due to favorable volume/mix (4.6 pp), favorable currency (4.1 pp) and the impactproductivity.


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Table of an acquisition (0.9 pp), partially offset by the impact of divestitures (3.5 pp) and lower net pricing (1.4 pp). Favorable volume/mix, including the recovery of the majority of the shipments delayed at the end of the second quarter due to the malware incident, was driven by gains in chocolate, biscuits, candy, and refreshment beverages, partially offset by declines in gum and cheese & grocery. Favorable currency impacts reflected the strength of several currencies in the region relative to the U.S. dollar, including the euro and Russian ruble, partially offset by the strength of the U.S. dollar against several other currencies in the region, primarily the Turkish lira and the British pound sterling. The November 2016 acquisition of a business and license to manufacture, market and sell Cadbury-branded biscuits added net revenues of $20 million (constant currency basis). The impact of divestitures, primarily due to the sale of a confectionery business in France, resulted in a year-over-year decline in net revenues of $75 million for the quarter. Lower net pricing was reflected across all categories except cheese & grocery.

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

Nine Months Ended September 30:

Net revenues decreased $95 million (1.3%), due to the impact of divestitures (1.7 pp) unfavorable currency (1.6 pp), and lower net pricing (0.6 pp), partially offset by favorable volume/mix (1.8 pp) and the impact of an acquisition (0.8 pp). The impact of divestitures, primarily due to the sale of a confectionery business in France, resulted in a year-over-year decline in net revenues of $122 million for the first nine months of 2017. Unfavorable currency impacts reflected the strength of the U.S. dollar against several currencies in the region, including the British pound sterling, Turkish lira and euro, partially offset by the strength of several other currencies relative the U.S. dollar, primarily the Russian ruble. Lower net pricing was reflected across all categories except refreshment beverages and candy. Favorable volume/mix was driven by chocolate and biscuits, partially offset by declines in gum, cheese & grocery, refreshment beverages and candy. In addition, a portion of the shipments delayed at the end of the second quarter due to the malware incident was not recovered. The November 2016 acquisition of a business and license to manufacture, market and sell Cadbury-branded biscuits added net revenues of $50 million (constant currency basis).

Segment operating income increased $234 million (25.3%), primarily due to lower manufacturing costs, lower costs incurred for the 2014-2018 Restructuring Program, lower divestiture-related costs, lower other selling, general and administrative expenses, favorable volume/mix, the benefit from the settlement of a Cadbury tax matter, lower advertising and consumer promotion costs and lower intangible asset impairment charges. These favorable items were partially offset by higher raw material costs, lower net pricing, unfavorable currency, the impact of divestitures, incremental costs incurred due to the malware incident and a prior-year gain on the sale of an intangible asset.

North America

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

Net revenues

  $1,775   $1,753   $22    1.3% 

Segment operating income

   318    274    44    16.1% 
   For the Nine Months Ended         
   September 30,         
   2017   2016   $ change   % change 
       (in millions)         

Net revenues

  $4,996   $5,148   $(152   (3.0)% 

Segment operating income

   824    840    (16   (1.9)% 

Three Months Ended September 30:

Net revenues increased $22 million (1.3%), due to favorable volume/mix (0.7 pp), favorable currency (0.5 pp) and higher net pricing (0.3 pp), partially offset by the impact of divestitures (0.2 pp). Favorable volume/mix, despite a negative impact from the second quarter malware incident, was driven by gains in biscuits, chocolate and candy, partially offset by a decline in gum. Favorable currency impact was due to the strength of the Canadian dollar relative to the U.S. dollar. Higher net pricing was reflected in candy and gum, partially offset by lower net pricing in biscuits and chocolate.

Segment operating income increased $44 million (16.1%), primarily due to lower costs incurred for the 2014-2018 Restructuring Program, lower other selling, general and administrative expenses (net of the prior year’s gain on sale of property), lower raw material costs and higher net pricing. These favorable items were partially offset by incremental costs incurred due to the malware incident, higher advertising and consumer promotion costs, higher manufacturing costs, prior-year gain on the sale of an intangible asset and unfavorable volume/mix.

Nine Months Ended September 30:

Net revenues decreased $152 million (3.0%), due to unfavorable volume/mix (2.5 pp), lower net pricing (0.5 pp) and the impact of divestitures (0.1 pp), partially offset by favorable currency (0.1 pp). Unfavorable volume/mix, primarily caused by shipments delayed at the end of the second quarter due to the malware incident that were not recovered, was driven by declines in gum, biscuits and candy, partially offset by a gain in chocolate. Lower net pricing was reflected in biscuits and chocolate, partially offset by higher net pricing in candy and gum. Favorable currency impact was due to the strength of the Canadian dollar relative to the U.S. dollar.

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

Contents

Liquidity and Capital Resources


We believe that cash from operations, our revolving credit facilities, short-term borrowings and our authorized long-term financing will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures and future payments of our contractual, tax and benefit plan obligations and payments for acquisitions, share repurchases and payment of our anticipated quarterly dividends. We expect to continue to utilize our commercial paper program and international credit lines andas needed. We continually evaluate long-term debt issuances for regularto meet our short- and longer-term funding requirements. We also use intercompany loans with our international subsidiaries to improve financial flexibility. Earnings outside of the U.S. are considered indefinitely reinvested and no material tax liability has been accrued as of September 30, 2017.Our investment in JDE Peet's provides us additional flexibility. Overall, we do not expect any negative effects to our funding sources that would have a material effect on our liquidity, and we continue to monitor our global operations including the indefinite reinvestmentimpact of ongoing or new developments in Ukraine and the Middle East. To date, we have been successful in generating cash and raising financing as needed. However, if a serious economic or credit market crisis ensues or other adverse developments arise, it could have a material adverse effect on our earnings outsideliquidity, results of operations and financial condition.

Our most significant ongoing short-term cash requirements relate primarily to funding operations (including expenditures for raw materials, labor, manufacturing and distribution, trade and promotions, advertising and marketing, tax liabilities, benefit plan obligations and lease expenses) as well as periodic expenditures for acquisitions, shareholder returns (such as dividend payments and share repurchases), property, plant and equipment and any significant one-time non-operating items.

Long-term cash requirements primarily relate to funding long-term debt repayments (refer to Note 8, Debt and Borrowing Arrangements), our U.S. tax reform transition tax liability and deferred taxes (refer to Note 16, Income Taxes, in our Annual Report on Form 10-K for the U.S.

year ended December 31, 2023), our long-term benefit plan obligations (refer to Note 10, Benefit Plans, andNote 11, Benefit Plans, in our Annual report on Form 10-K for the year ended December 31, 2023) and commodity-related purchase commitments and derivative contracts (refer to Note 9, Financial Instruments).


We generally fund short- and long-term cash requirements with cash from operating activities as well as cash proceeds from short- and long-term debt financing (refer to Debt below). We generally do not use equity to fund our ongoing obligations.

Cash Flow
We believe our ability to generate substantial cash from operating activities and readily access capital markets and secure financing at competitive rates are key strengths and give us significant flexibility to meet our short- and long-term financial commitments. Our cash flow activity is noted below:

For the Three Months Ended
March 31,
20242023
(in millions)
Net cash provided by (used in):
Operating activities$1,324 $1,123 
Investing activities(446)636 
Financing activities(1,223)(1,757)

Net Cash Provided by Operating Activities:

Net cash provided by operating activities was $797 million in the first nine months of 2017 and $1,138 million in the first nine months of 2016. Activities

The decreaseincrease in net cash provided by operating activities was primarily due primarily to increasesan increase in working capital including higher tax and VAT-related payments in 2017,cash-basis net earnings, partially offset by higher net earnings.

unfavorable year-over-year working capital requirements. This is largely a result of business growth and operating gains.


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

Net cash used in investing activities was $128 million in the first nine months of 2017 and $521 million in the first nine months of 2016. Activities

The decreasereduction in net cash used inin/provided by investing activities primarily relateswas largely driven by lapping prior year proceeds from the KDP share sale (refer to net proceeds received from divestitures of $516 million and lower capital expenditures of $721 million in the first nine months of 2017 compared to $909 million for the prior-year same period.Note 6, Investments). We continue to make capital expenditures primarily to modernize manufacturing facilities, and supportimplement new product manufacturing and support productivity initiatives. We expect 20172024 capital expenditures to be up to $1.1$1.5 billion, including capital expenditures in connection with our 2014-2018 Restructuring Program.Simplify to Grow Program and for funding our strategic priorities. We expect to continue to fund these expenditures with cash from operations.

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Net Cash Used in Financing Activities:

Net cash usedActivities

The decrease in financing activities was $1,648 million in the first nine months of 2017 and $830 million in the first nine months of 2016. The increase in net cash used in financing activities was primarily due to higher debt proceeds combined with lower net debt issuances and increasedrepayments, partially offset by higher share repurchases and dividends.

Debt:

From timehigher dividends paid in the first three months of 2024 compared to time we refinance long-termthe same prior year period.


Dividends
We paid dividends of $578 million in the first three months of 2024 and short-term debt. Refer$529 million in the first three months of 2023. The first quarter 2024 dividend of $0.425 per share, declared on February 2, 2024 for shareholders of record as of March 28, 2024, was paid on April 11, 2024. The declaration of dividends is subject to Note 7,Debt and Borrowing Arrangements, for detailsthe discretion of our debt activity duringBoard of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.

We anticipate that the first nine months2024 distributions will be characterized as dividends under U.S. federal income tax rules. The final determination will be made on an IRS Form 1099–DIV issued in early 2025.

Guarantees
As discussed in Note 12, Commitments and Contingencies, we enter into third-party guarantees primarily to cover the long-term obligations of 2017. our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. As of March 31, 2024 and December 31, 2023, we had no material third-party guarantees recorded on our condensed consolidated balance sheet. Guarantees do not have, and we do not expect them to have, a material effect on our liquidity.

Debt
The nature and amount of our long-term and short-term debt and the proportionate amount of each varies as a result of current and expected business requirements, market conditions and other factors. Due to seasonality, in the first and second quarters of the year, our working capital requirements grow, increasing the need for short-term financing. The second half of the year typically generates higher cash flows. As such, we may issue commercial paper or secure other forms of financing throughout the year to meet short-term working capital or other financing needs.

During 2016, one


At its December 2023 meeting, our Board of Directors approved a new $2 billion long-term financing authorization that replaced the prior long-term financing authorization of $2 billion. As of March 31, 2024, $1.45 billion of the long-term financing authorization remained available.

Our total debt was $19.1 billion as of March 31, 2024 and $19.4 billion as of December 31, 2023. Our debt-to-capitalization ratio was 0.40 at March 31, 2024 and 0.41 at December 31, 2023. At March 31, 2024, the weighted-average term of our outstanding long-term debt was 7.7 years. Our average daily commercial paper borrowings outstanding were $1.0 billion in the first three months of 2024 and $2.8 billion in the first three months of 2023.

One of our subsidiaries, Mondelez International Holdings Netherlands B.V. (“MIHN”), issued debt totaling $4.5 billion.has outstanding debt. The operations held by MIHN generated approximately 74.2% (or $14.0$6.9 billion) of the $18.9$9.3 billion of consolidated net revenue in the ninethree months ended September 30, 2017.March 31, 2024. The operations held by MIHN represented approximately 72.8%75.8% (or $19.0$21.6 billion) of the $26.1$28.5 billion of net assets as of September 30, 2017 and 81.7% (or $20.6 billion) of the $25.2 billion of net assets as of DecemberMarch 31, 2016.

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

In the next 12 months, we expect $1.2 billion of long-term debt will mature as follows:fr.250 million Swiss franc notes ($258 million as of September 30, 2017) in January 2018, $478 million in February 2018, £76 million sterling notes ($102 million as of September 30, 2017) in July 2018, and $322 million in August 2018. We expect to fund these repayments with a combination of cash from operations and the issuance of commercial paper or long-term debt.

Our total debt was $18.6 billion at September 30, 2017 and $17.2 billion at December 31, 2016. Our debt-to-capitalization ratio was 0.42 at September 30, 2017 and 0.41 at December 31, 2016. At September 30, 2017, the weighted-average term of our outstanding long-term debt was 6.5 years. Our average daily commercial paper borrowings outstanding were $4.4 billion in the first nine months of 2017 and $2.1 billion in the first nine months of 2016. We had commercial paper outstanding totaling $4.4 billion as of September 30, 2017 and $2.4 billion as of December 31, 2016. We expect to continue to use commercial paper to finance various short-term financing needs. We continue to comply with our debt covenants. 2024.


Refer to Note 7,8, Debt and Borrowing Arrangements,, for moreadditional information on our debt and debt covenants.


Commodity Trends


We regularly monitor worldwide supply, commodity cost and currency trends so we can cost-effectively secure ingredients, packaging and fuel required for production. During the first ninethree months of 2017,2024, the primary drivers of the increase in our aggregate commodity costs were higher currency-relatedcocoa, sugar, nuts, and other ingredient costs, as well as unfavorable year-over-year currency exchange transaction costs on our commodity purchases and increased costs for dairy, cocoa, sugar, packaging and grains & oils, energy and other rawimported materials, partially offset by lower, dairy, edible oils, grains, energy and packaging costs. While the costs for nuts.

of our principal raw materials fluctuate, generally we believe there will continue to be an adequate supply of the raw materials we use and that they will broadly remain available.


A number of external factors such as the current macroeconomic environment, including global inflation, effects of geopolitical uncertainty, climate and weather conditions, commodity, transportation and labor market conditions, currency fluctuationsexchange rate volatility and the effects of local and global regulations, governmental agricultural or other programs affect the costavailability and availabilitycost of raw materials and agricultural materials used in our products. In particular, the
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supply of cocoa is exposed to many of these factors, including climate change and weather events, local regulations in cocoa-producing countries, and global regulations such as the EU Deforestation Regulation (which requires companies to ensure that the products they place on the EU market or export from it are not associated with deforestation). These factors could impact the supply of cocoa, which could potentially limit our ability to produce our products and significantly impact profitability.

During the first three months of 2024, price volatility and the higher aggregate cost environment increased due to international supply chain and labor market disruptions and generally higher commodity, transportation and labor costs. We expect these conditions to continue to impact our aggregate commodity costs. In particular, we expect to face higher cocoa costs in the near- and medium-term due to these factors. For example, the market price for cocoa beans on the Intercontinental Exchange in London was 283% higher on the last trading day of the first quarter of 2024 compared to the same day in the first quarter of 2023 and it is likely that prices will remain elevated for some time. It is possible that we may not be able to increase prices sufficiently to fully cover the incremental costs of cocoa prices in this environment and/or our hedging strategies may not protect us from increases in cocoa costs, which could result in a significant impact on our profitability.

We address higher commodity costs and currency impacts primarily through hedging, higher pricing and manufacturing and overhead cost control. We use hedging techniques to limit the impact of fluctuations in the cost of our principal raw materials; however, we may not be able to fully hedge against commodity cost changes, such as dairy, where there is a limited ability to hedge, and our hedging strategies may not protect us from increases in specific raw material costs. Our commodity procurement practices are intended to mitigate price volatility and provide visibility to future costs, but also may potentially limit our ability to benefit from possible future price decreases. Additionally, our costs for major raw materials will not necessarily reflect market price fluctuations because of our forward purchasing and hedging practices. Due to competitive or market conditions, planned trade or promotional incentives, fluctuations in currency exchange rates or other factors, our pricing actions may also lag commodity cost changes temporarily.

We expect price volatility and a slightly higher aggregate cost environment to continue in 2017. While the costs of our principal raw materials fluctuate, we believe there will continue to be an adequate supply of the raw materials we use and that they will generally remain available from numerous sources.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

See Note 7,Debt and Borrowing Arrangements, for information on debt transactions during the first nine months of 2017. There were no other material changes to our off-balance sheet arrangements and aggregate contractual obligations disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016. We also do not expect a material change in the effect of these arrangements and obligations on our liquidity. See Note 11,Commitments and Contingencies, for a discussion of guarantees.

Equity and Dividends

Stock Plans and Share Repurchases:

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

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

We repurchased shares at an aggregate cost of $12,673 million, or weighted-average cost of $38.74 per share, through September 30, 2017 ($1,817 million in the first nine months of 2017, $2,601 million in 2016, $3,623 million in 2015, $1,892 million in 2014 and $2,740 in 2013). The number of shares that we ultimately repurchase under our share repurchase program may vary depending on numerous factors, including share price and other market conditions, our ongoing capital allocation planning, levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic or business conditions and board and management discretion. Additionally, our share repurchase activity during any particular period may fluctuate. We may accelerate, suspend, delay or discontinue our share repurchase program at any time, without notice.

Dividends:

We paid dividends of $869 million in the first nine months of 2017 and $801 million in the first nine months of 2016. On August 2, 2017, the Finance Committee, with authorization delegated from our Board of Directors, approved a 16% increase in the quarterly dividend to $0.22 per common share or $0.88 per common share on an annualized basis. The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.

We will make a determination as to whether 2017 distributions are characterized as dividends, a return of basis, or both under U.S. federal income tax rules after the 2017 calendar year-end. This determination will be reflected on an IRS Form 1099-DIV issued in early 2018.


Significant Accounting Estimates


We prepare our condensed consolidated financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. Our significant accounting policies and estimates are described in Note 1 to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations, respectively, in our Annual Report on Form 10-K for the year ended December 31, 2016. Our significant accounting estimates are described inManagement’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2016. See2023. Also refer to Note 1,Basis of Presentation, for a discussion of the impact of new accounting standards. Furthermore, see Note 5,Goodwill and Intangible Assets, for a discussion on the significant accounting estimates considered as part of the annual goodwill and intangibles asset impairment testing. There were no changes in our accounting policies in the current period that had a material impact on our financial statements.

New Accounting Guidance:

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

Contingencies:

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

this report.


Forward-Looking Statements

This report contains a number“forward-looking statements” within the meaning of forward-looking statements. Words,Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management, including for future operations, capital expenditures or share repurchases; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief or expectation; and any statements of assumptions underlying any of the foregoing or other future events. Forward-looking statements may include, among others, the words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “likely,” “estimate,” “anticipate,” “deliver,“objective,” “predict,” “project,” “drive,” “seek,” “aim,” “predict,“target,” “potential,” “objective,“commitment,“project,“outlook,“outlook” and“continue” or any other similar expressions are intended to identifywords.

Although we believe that the expectations reflected in any of our forward-looking statements including but not limited to statements about: our future performance, including our future revenue growth, margins and earnings per share; price volatility and pricing actions; the cost environment and measures to address increased costs; the United Kingdom’s planned exitare reasonable, actual results or outcomes could differ materially from the European Union and its impact on our results; the costs of, timing of expenditures under and completionthose projected or assumed in any of our restructuring program; category growth; consumer snacking behaviors; commodity pricesforward-looking statements. Our future financial condition and supply; investments; innovation; political and economic conditions and volatility; currency exchange rates, controls and restrictions; potential impacts from changing to highly inflationary accounting in selected countries; ourresults of operations, in Ukraine; overhead costs; our JDE ownership interest; legal matters; the estimated value of goodwill and intangible assets; amortization expense for intangible assets; impairment of goodwill and intangible assets and our projections of operating results and other factors that may affect our impairment testing; our accounting estimates and judgments and the impact of new accounting pronouncements; pension expenses, contributions and assumptions; our tax rate and tax positions; the Brazilian indirect tax matter; remediation efforts related to and the financial and other impacts of the malware incident; our liquidity, funding sources and uses of funding, including our use of commercial paper; reinvestment of earnings; our risk management program, including the use of financial instruments and the effectiveness of our hedging activities; working capital; capital expenditures and funding; share repurchases; dividends; long-term value and return on investment for our shareholders; and our contractual obligations.

Theseas well as any forward-looking statements, involveare subject to change and to inherent risks and uncertainties, many of which are beyond our control. Important factors that could cause our actual results or performance to differ materially from those describedcontained in or implied by our forward-looking statements include, but are not limited to, the following:


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weakness in macroeconomic conditions in our markets, including as a result of inflation (and related monetary policy actions by governments in response to inflation), instability of certain financial institutions;
volatility of commodity and other input costs and availability of commodities, including but not limited to cocoa;
geopolitical uncertainty, including the impact of ongoing or new developments in Ukraine and the Middle East, related current and future sanctions imposed by governments and other authorities and related impacts, including on our business operations, employees, reputation, brands, financial condition and results of operations;
competition and our response to channel shifts and pricing and other competitive pressures;
pricing actions and customer and consumer responses to such actions;
promotion and protection of our reputation and brand image;
weakness in consumer spending and/or changes in consumer preferences and demand and our ability to predict, identify, interpret and meet these changes;
risks from operating globally, including in emerging markets; changes in currency exchange rates, controlsmarkets, such as political, economic and restrictions; continued volatilityregulatory risks;
the outcome and effects on us of commoditylegal and other input costs; weakness in economic conditions; weakness in consumer spending; pricing actions; tax proceedings and government investigations, including the European Commission legal matter;
use of information technology and third party service providers;
unanticipated disruptions to our business, such as the malware incident,incidents, cyberattacks or other security breaches; competition;breaches, and supply, commodity, labor and transportation constraints;
our ability to identify, complete, manage and realize the full extent of the benefits, cost savings or synergies presented by strategic transactions, including our recently completed acquisitions of Ricolino, Clif Bar, Chipita, Gourmet Food, Grenade and divestitures; Hu;
our investments and our ownership interests in those investments, including JDE Peet's;
the restructuring program and our other transformation initiatives not yielding the anticipated benefits;
changes in the assumptions on which the restructuring program is based; protection
the impact of climate change on our reputationsupply chain and brand image; management of our workforce; operations;
global or regional health pandemics or epidemics;
consolidation of retail customers and competition with retailer and other economy brands;
changes in our relationships with customers, suppliers or customers;distributors;
management of our workforce and shifts in labor availability or labor costs;
compliance with legal, regulatory, tax orand benefit lawlaws and related changes, claims or actions; strategic transactions;
perceived or actual product quality issues or product recalls;
failure to maintain effective internal control over financial reporting or disclosure controls and procedures;
our ability to innovateprotect our intellectual property and differentiateintangible assets;
tax matters including changes in tax laws and rates, disagreements with taxing authorities and imposition of new taxes;
changes in currency exchange rates, controls and restrictions;
volatility of and access to capital or other markets, rising interest rates, the effectiveness of our products; cash management programs and our liquidity;
pension costs;
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; failureand
the risks and uncertainties, as they may be amended from time 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 shifttime, set forth in our pre-tax income among jurisdictions,filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the United States;year ended December 31, 2023 and tax law changes.subsequent Quarterly Reports on Form 10-Q.

There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual results to differ materially from those projected in any forward-looking statements we make. 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.

In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.


Non-GAAP Financial Measures


We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional insight and transparency on how we evaluate our business. We use non-GAAP financial measures to
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budget, make operating and strategic decisions and evaluate our performance. We have detailed the non-GAAP adjustments that we make in our non-GAAP definitions below. The adjustments generally fall within the following categories: acquisition &and divestiture activities, gains and losses on intangible asset sales and non-cash impairments, major program restructuring activities, constant currency and related adjustments, major program financing and hedging activities and other major items affecting comparability of operating results. We believe the non-GAAP measures should always be considered along with the related U.S. GAAP financial measures. We have provided the reconciliations between the GAAP and non-GAAP financial measures below, and we also discussalong with a discussion of our underlying GAAP results throughout ourManagement’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q.


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

“Organic Net Revenue” is defined as net revenues excluding the impacts of acquisitions, divestitures(2), our historical global coffee business(3), our historical Venezuelan operations, accounting calendar changes and currency rate fluctuations(4). We also evaluate Organic Net Revenue growth from emerging markets and our Power Brands.

“Organic Net Revenue” is defined as net revenues (the most comparable U.S. GAAP financial measure) excluding the impacts of acquisitions, divestitures (2), short-term distributor agreements related to the sale of business (3) and currency rate fluctuations (4). 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 Organic Net Revenue growth from emerging markets and developed markets, and these underlying measures are also reconciled to U.S. GAAP above.
Our emerging markets include our Latin America region in its entirety; the AMEA region, excluding Australia, New Zealand and Japan; and the following countries from the Europe region: Russia, Ukraine, Turkey,Türkiye, Kazakhstan, Belarus, Georgia, Poland, Czech Republic, Slovak Republic, Hungary, Bulgaria, Romania, the Baltics and the East Adriatic countries. (Our
Our developed markets include the entire North America region, the Europe region excluding the countries included in the emerging markets definition, and Australia, New Zealand and Japan from the AMEA region.)

“Adjusted Operating Income” is defined as operating income (the most comparable U.S. GAAP financial measure) excluding the impacts of the Simplify to Grow Program (5); gains or losses (including non-cash impairment charges) on goodwill and intangible assets; divestiture (2) or acquisition gains or losses, divestiture-related costs (6), acquisition-related costs (7), and acquisition integration costs and contingent consideration adjustments (8); inventory step-up charges (9); the operating results of divestitures (2); operating results from short-term distributor agreements related to the sale of a business (3); remeasurement of net monetary position (10); mark-to-market impacts from commodity, forecasted currency and equity method investment transaction derivative contracts (11); impact from resolution of tax matters (12); 2017 malware incident net recoveries; incremental costs due to the war in Ukraine (13);impact from the European Commission legal matter (14); and impact from pension participation changes (15). 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). We believe these measures provide improved comparability of underlying operating results.

“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International (the most comparable U.S. GAAP financial measure) from continuing operations excluding the impacts of the items listed in the Adjusted Operating Income definition as well as losses on debt extinguishment and related expenses; gains or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans; mark-to-market unrealized gains or losses and realized gains or losses from marketable securities (16); initial impacts from enacted tax law changes (17); and gains or losses on equity method investment transactions including impairments. Similarly, within Adjusted EPS, our equity method investment net earnings exclude our proportionate share of our investee's significant operating and non-operating items (18). We also evaluate growth in our Adjusted EPS on a constant currency basis (4). We believe Adjusted EPS provides improved comparability of underlying operating results.

(1)When items no longer impact our current or future presentation of non-GAAP operating results, we remove these items from our non-GAAP definitions. Beginning in Q1 2024, due to a significant devaluation of the Argentinean peso that occurred in December 2023 and the resulting distortion it would cause on our non-GAAP constant currency growth rate measures, we now exclude the
43Our 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.
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impact of pricing in excess of 26% year-over-year ("extreme pricing") in Argentina, which is the level at which hyperinflation generally occurs cumulatively over a 3-year period. We have excluded the impact of extreme pricing in Argentina from our calculation of Organic Net Revenue, Organic Net Revenue growth and other non-GAAP financial constant currency growth measures with a corresponding adjustment to changes in currency exchange rates. We made this change on a prospective basis due to the distorting effect expected in the current period and future periods following the Argentinian peso devaluation that occurred in December 2023 and did not revise our historical non-GAAP constant currency growth measures.
(2)Divestitures include completed sales of businesses, exits of major product lines upon completion of a sale or licensing agreement, the partial or full sale of an equity method investment and changes from equity method investment accounting to accounting for marketable securities. As we record our share of JDE Peet’s ongoing earnings on a one-quarter lag basis, any JDE Peet’s ownership reductions are reflected as divestitures within our non-GAAP results the following quarter.
(3)In the fourth quarter of 2023, we began to exclude the operating results from short-term distributor agreements that have been executed in conjunction with the sale of a business. We exclude this item to better facilitate comparisons of our underlying operating performance across periods.
(4)Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period. Beginning in the first quarter of 2024, we also now include within our currency-related impacts a corresponding adjustment associated with the impact of extreme pricing in Argentina.
(5)Non-GAAP adjustments related to the Simplify to Grow Program reflect costs incurred that relate to the objectives of our program to transform our supply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in the non-GAAP adjustments.
(6)Divestiture-related costs, which includes costs incurred in relation to the preparation and completion (including one-time costs such as severance related to elimination of stranded costs) of our divestitures as defined in footnote (2), also includes costs incurred associated with our publicly announced processes to sell businesses. We exclude these items to better facilitate comparisons of our underlying operating performance across periods.
(7)Acquisition-related costs, which includes transaction costs such as third party advisor, investment banking and legal fees, also includes one-time compensation expense related to the buyout of non-vested ESOP shares and realized gains or losses from hedging activities associated with acquisition funds. We exclude these items to better facilitate comparisons of our underlying operating performance across periods.
(8)Acquisition integration costs and contingent consideration adjustments include one-time costs related to the integration of acquisitions as well as any adjustments made to the fair market value of contingent compensation liabilities that have been previously booked for earn-outs related to acquisitions that do not relate to employee compensation expense. We exclude these items to better facilitate comparisons of our underlying operating performance across periods.
(9)In the third quarter of 2022, we began to exclude the one-time inventory step-up charges associated with acquired companies related to the fair market valuation of the acquired inventory. We exclude this item to better facilitate comparisons of our underlying operating performance across periods.
(10)In connection with our applying highly inflationary accounting (refer to Note 1, Basis of Presentation) for Argentina (beginning in the third quarter of 2018) and Türkiye (beginning in the second quarter of 2022), we exclude the related remeasurement gains or losses related to remeasuring net monetary assets or liabilities denominated in the local currency to the U.S. dollar during the periods presented and the realized gains and losses from derivatives that mitigate the foreign currency volatility related to the remeasurement of the respective net monetary assets or liabilities during the periods presented.
(11)We exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecasted currency and equity method investment transaction derivatives from our non-GAAP earnings measures. The mark-to-market impacts of commodity and forecasted currency transaction derivatives are excluded 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 make 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 exclude equity method investment transaction derivative contract settlements as they represent protection of value for future divestitures.
(12)See Note 12, Commitments and Contingencies, in this report,and Note 14, Commitments and Contingencies, in our Annual Report on Form 10-K for the year ended December 31, 2023.
(13)In February 2022, Russia began a military invasion of Ukraine and we stopped our production and closed our facilities in Ukraine for a period of time due to damage incurred to our facilities during the invasion. We began to incur incremental costs directly related to the war including asset impairments, such as property and inventory losses, higher expected allowances for uncollectible accounts receivable and committed compensation. We have isolated and exclude these costs and related impacts as well as subsequent recoveries from our operating results to facilitate evaluation and comparisons of our ongoing results. Incremental costs related to increasing operations in other primarily European facilities are not included with these costs.
(14)In the fourth quarter of 2022, we began to exclude the impact from the European Commission legal matter. In November 2019, the European Commission informed us that it initiated an investigation into our alleged infringement of European Union competition law through certain practices allegedly restricting cross-border trade within the European Economic Area. On January 28, 2021, the European Commission announced it had taken the next procedural step in its investigation and opened formal proceedings. We have been cooperating with the investigation and are currently engaged in discussions with the European Commission in an effort to reach a negotiated, proportionate resolution to this matter. As of December 31. 2022, we recorded an estimate of the possible cost to resolve this matter. Due to the unique nature of this matter, we believe it to be infrequent and unusual and therefore exclude it to better facilitate comparisons of our underlying operating performance across periods. Refer to Note 12, Commitments and Contingencies, for additional information.
(15)The impact from pension participation changes represents the charges incurred when employee groups are withdrawn from multiemployer pension plans and other changes in employee group pension plan participation. We exclude these charges from our non-GAAP results because those amounts do not reflect our ongoing pension obligations. See Note 10, Benefit Plans, for additional information on the multiemployer pension plan withdrawal.
(16)In the first quarter of 2023, we began to exclude mark-to-market unrealized gains or losses, as well as realized gains or losses, associated with our marketable securities from our non-GAAP earnings measures. These marketable securities gains or losses are not indicative of underlying operations and are excluded to better facilitate comparisons of our underlying operating performance across periods.
44“Adjusted Operating Income” is defined as operating income excluding the impacts of the 2012-2014 Restructuring Program(5); the 2014-2018 Restructuring Program(5); Venezuela remeasurement and deconsolidation losses and historical operating results; gains or losses (including non-cash impairment charges) on goodwill and intangible assets; divestiture(2) or acquisition gains or losses and related integration and acquisition costs; the JDE coffee business transactions(3) gain and net incremental costs; the operating results of divestitures(2); our historical global coffee business operating results(3); mark-to-market impacts from commodity and forecasted currency transaction derivative contracts(6); equity method investment earnings historically reported within operating income(7); benefits from resolution of tax matters(8) and incremental expenses related to the malware incident. We also present “Adjusted Operating Income margin,” which is subject to the same adjustments as Adjusted Operating Income. We also evaluate growth in our Adjusted Operating Income on a constant currency basis(4).
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“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts of the 2012-2014 Restructuring Program(5); the 2014-2018 Restructuring Program(5); Venezuela remeasurement and deconsolidation losses and historical operating results; losses on debt extinguishment and related expenses; gains or losses (including non-cash impairment charges) on goodwill and intangible assets; divestiture(2) or acquisition gains or losses and related integration and acquisition costs; the JDE coffee business transactions(3) gain, transaction hedging gains or losses and net incremental costs; gain on the equity method investment exchange; net earnings from divestitures(2); mark-to-market impacts from commodity and forecasted currency transaction derivative contracts(6); gains or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans; benefits from resolution of tax matters(8) 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 of non-GAAP operating results, we remove these items from our non-GAAP definitions. During 2017, we added to the non-GAAP definitions the exclusion of benefits from the resolution of tax matters (see footnote (8) below) and the exclusion of incremental expenses related to the malware incident.
(2)Divestitures include completed sales of businesses and exits of major product lines upon completion of a sale or licensing agreement. On August 17, 2017, we entered into two agreements with The Kraft Heinz Company (“KHC”) to terminate the licenses of certain KHC-owned brands used in our grocery business within our Europe region and to transfer to KHC inventory and certain other assets. During the third and fourth quarter, the first and second transactions closed. Also, on October 2, 2017, we completed the sale of one of our equity method investments. See Note 2,Divestitures and Acquisitions, for additional information. As the transactions were substantially completed as of September 30, 2017, we removed the historical results related to these transactions from our Organic Net Revenue and adjusted results for all periods presented.
(3)We continue to have an ongoing interest in the legacy coffee business we deconsolidated in 2015 as part of the JDE coffee business transactions. For historical periods prior to the July 15, 2015 coffee business deconsolidation, we have reclassified any net revenue or operating income from the historical coffee business and include them where the coffee equity method investment earnings are presented within Adjusted EPS. As such, Organic Net Revenue and Adjusted Operating Income in all periods do not include the results of our legacy coffee businesses, which are shown within Adjusted EPS only.
(4)Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.
(5)Non-GAAP adjustments related to the 2014-2018 Restructuring Program reflect costs incurred that relate to the objectives of our program to transform our supply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in the non-GAAP adjustments. Refer to our Annual Report on Form 10-K for the year ended December 31, 2016 for more information on the 2012-2014 Restructuring Program.
(6)During the third quarter of 2016, we began to exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecasted currency transaction derivatives from our non-GAAP earnings measures until such time that the related exposures impact our operating results. Since we purchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily for inventory requirements in future periods, we made this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance across periods. We also discontinued designating commodity and forecasted currency transaction derivatives for hedge accounting treatment. To facilitate comparisons of our underlying operating results, we have recast all historical non-GAAP earnings measures to exclude the mark-to-market impacts.
(7)Historically, we have recorded income from equity method investments within our operating income as these investments operated as extensions of our base business. Beginning in the third quarter of 2015, we began to record the earnings from our equity method investments in after-tax equity method investment earnings outside of operating income following the deconsolidation of our coffee business. Refer to Note 1,Summary of Significant Accounting Policies,in our Annual Report on Form 10-K for the year ended December 31, 2016 for more information.
(8)During the first nine months of 2017, we recorded benefits from the settlement of a pre-acquisition Cadbury tax matter and from the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter. See Note 11,Commitments and Contingencies – Tax Matters.
(9)We have excluded our proportionate share of our equity method investees’ unusual or infrequent items 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.



(17)We have excluded the initial impacts from enacted tax law changes. Initial impacts include items such as the remeasurement of deferred tax balances and the transition tax from the 2017 U.S. tax reform. We exclude initial impacts from enacted tax law changes from our Adjusted EPS as they do not reflect our ongoing tax obligations under the enacted tax law changes.
(18)We have excluded our proportionate share of our equity method investees’ significant operating and non-operating items such as acquisition and divestiture-related costs, restructuring program costs and initial impacts from enacted tax law changes, in order to provide investors with a comparable view of our performance across periods. Although we have shareholder rights and board representation commensurate with our ownership interests in our equity method investees and review the underlying operating results and significant operating and non-operating items each reporting period, we do not have direct control over their operations or resulting revenue and expenses. Our use of equity method investment net earnings on an adjusted basis is not intended to imply that we have any such control. Our GAAP “diluted EPS attributable to Mondelēz International from continuing operations” includes all of the investees’ significant operating and non-operating items.

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

Organic Net Revenue:

Applying the definition10-Q, which can be found above under Consolidated Results of “Organic Net Revenue”, the adjustments made to “net revenues” (the most comparable U.S. GAAP financial measure) were to exclude the impactOperations.




45
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Table of currency, an acquisition and divestitures. We believe that Organic Net Revenue reflects the underlying growth from the ongoing activities of our business and provides improved comparability of results. We also evaluate our Organic Net Revenue growth from emerging markets and Power Brands, and these underlying measures are also reconciled to U.S. GAAP below.

                                                                                                            
  For the Three Months Ended September 30, 2017  For the Three Months Ended September 30, 2016 (1) 
  Emerging  Developed     Emerging  Developed    
  Markets  Markets  Total  Markets  Markets  Total 
  (in millions)  (in millions) 

Net Revenue

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

Impact of currency

  4   (84  (80         

Impact of acquisition

     (20  (20         

Impact of divestitures

     (14  (14  (4  (152  (156
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Organic Net Revenue

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

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

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

Net Revenue

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

Impact of currency

  (62  (18  (80         

Impact of acquisition

  (20     (20         

Impact of divestitures

     (14  (14     (156  (156
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Organic Net Revenue

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

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  For the Nine Months Ended September 30, 2017  For the Nine Months Ended September 30, 2016 (1) 
  Emerging  Developed     Emerging  Developed    
  Markets  Markets  Total  Markets  Markets  Total 
  (in millions)  (in millions) 

Net Revenue

 $7,151  $11,779  $18,930  $6,982  $12,171  $19,153 

Impact of currency

  12   123   135          

Impact of acquisition

     (50  (50         

Impact of divestitures

     (249  (249  (8  (434  (442
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Organic Net Revenue

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

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

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

Net Revenue

 $13,784  $5,146  $18,930  $13,587  $5,566  $19,153 

Impact of currency

  63   72   135          

Impact of acquisition

  (50     (50         

Impact of divestitures

     (249  (249     (442  (442
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Organic Net Revenue

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

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(1)As a result of the October 1, 2016 segment change described in Note 15,Segment Reporting, prior-year amounts were updated to reflect the new segment structure.
(2)Each year we reevaluate our Power Brands and confirm the brands in which we will continue to make disproportionate investments. As such, we may make changes in our planned investments in primarily regional Power Brands following our annual review cycles. For 2017, we made limited changes to our list of regional Power Brands and as such, we reclassified 2016 Power Brand net revenues on a basis consistent with the current list of Power Brands.

Adjusted Operating Income:

Applying the definition of “Adjusted Operating Income”, the adjustments made to “operating income” (the most comparable U.S. GAAP financial measure) were to exclude 2014-2018 Restructuring Program costs; impairment charges related to intangible assets; mark-to-market impacts from commodity and forecasted currency transaction derivative contracts; incremental expenses related to the malware incident; acquisition integration costs; divestiture-related costs; the operating results of divestitures; net gain on divestitures; gain on sale of intangible assets and the benefits from the resolution of tax matters. We also present “Adjusted Operating Income margin,” which is subject to the same adjustments as Adjusted Operating Income, and evaluate Adjusted Operating Income on a constant currency basis. We believe these measures provide improved comparability of underlying operating results.

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

Operating Income

  $1,181   $702   $479    68.2% 

2014-2018 Restructuring Program costs (1)

   175    301    (126  

Intangible asset impairment charges (2)

   71    4    67   

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

   (28   12    (40  

Malware incident incremental expenses

   47        47   

Acquisition integration costs (4)

   1        1   

Operating income from divestitures(5)

   (4   (37   33   

Gain on divestiture(5)

   (187       (187  

Gain on sale of intangible assets(6)

       (7   7   

Benefits from resolution of tax matters (7)

   (155       (155  

Other/rounding

   (1   (1      
  

 

 

   

 

 

   

 

 

   

Adjusted Operating Income

  $1,100   $974   $126    12.9% 

Impact of favorable currency

   (20       (20  
  

 

 

   

 

 

   

 

 

   

Adjusted Operating Income (constant currency)

  $1,080   $974   $106    10.9% 
  

 

 

   

 

 

   

 

 

   

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

Operating Income

  $2,662   $2,062   $600    29.1% 

2014-2018 Restructuring Program costs (1)

   597    766    (169  

Intangible asset impairment charges(2)

   109    30    79   

Mark-to-market losses from derivatives (3)

   69    49    20   

Malware incident incremental expenses

   54        54   

Acquisition integration costs(4)

   2    6    (4  

Divestiture-related costs(5)

   23    84    (61  

Operating income from divestitures(5)

   (55   (99   44   

Net gain on divestitures(5)

   (184       (184  

Gain on sale of intangible assets(6)

       (13   13   

Benefits from resolution of tax matters (7)

   (201       (201  

Other/rounding

   (1   (2   1   
  

 

 

   

 

 

   

 

 

   

Adjusted Operating Income

  $3,075   $2,883   $192    6.7% 

Impact of unfavorable currency

   53        53   
  

 

 

   

 

 

   

 

 

   

Adjusted Operating Income (constant currency)

  $3,128   $2,883   $245    8.5% 
  

 

 

   

 

 

   

 

 

   

(1)Refer to Note 6,2014-2018 Restructuring Program,for more information.
(2)Refer to Note 2,Divestitures and Acquisitions, and Note 5,Goodwill and Intangible Assets, for more information on trademark impairments.
(3)Refer to Note 8,Financial Instruments, Note 15,Segment Reporting, andNon-GAAP Financial Measures appearing earlier in this section for more information on these unrealized losses/gains on commodity and forecasted currency transaction derivatives.
(4)Refer to our Annual Report on Form 10-K for the year ended December 31, 2016, for information on the acquisition of a biscuit business in Vietnam.

(5)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2017 sales of a confectionery business in France, a grocery business in Australia and New Zealand, and certain licenses of KHC-owned brands used in our grocery business within our Europe region. Refer to our Annual Report on Form 10-K for the year ended December 31, 2016 for more information on the 2016 sale of a confectionery business in Costa Rica.
(6)Refer to Note 2,Divestitures and Acquisitions, for more information on the 2016 intangible asset sale in Finland.
(7)Refer to Note 11,Commitments and Contingencies – Tax Matters, for more information on the settlement of a pre-acquisition Cadbury tax matter and the reversal of tax liabilities in connection with the resolution of a Brazilian indirect tax matter.

Adjusted EPS:

Applying the definition of “Adjusted EPS”(1), the adjustments made to “diluted EPS attributable to Mondelēz International” (the most comparable U.S. GAAP financial measure) were to exclude 2014-2018 Restructuring Program costs; impairment charges related to intangible assets; mark-to-market impacts from commodity and forecasted currency transaction derivative contracts; incremental expenses related to the malware incident; acquisition integration costs; divestiture-related costs; net earnings from divestitures; net gain on divestitures; the benefits from the resolution of tax matters; loss on interest rate swaps; loss on debt extinguishment; gain on the equity method investment exchange and our proportionate share of unusual or infrequent items recorded by our JDE and Keurig equity method investees. We also evaluate Adjusted EPS on a constant currency basis. We believe Adjusted EPS provides improved comparability of underlying operating results.

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

Diluted EPS attributable to Mondelēz International

  $0.65   $0.35   $0.30    85.7% 

2014-2018 Restructuring Program costs (2)

   0.08    0.14    (0.06  

Intangible asset impairment charges(2)

   0.04        0.04   

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

   (0.02       (0.02  

Malware incident incremental expenses

   0.02        0.02   

Divestiture-related costs(2)

   0.01        0.01   

Net earnings from divestitures(2)

       (0.02   0.02   

Gain on divestiture(2)

   (0.12       (0.12  

Benefits from resolution of tax matters (2)

   (0.09       (0.09  

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

       0.03    (0.03  
  

 

 

   

 

 

   

 

 

   

Adjusted EPS

  $0.57   $0.50   $0.07    14.0% 

Impact of favorable currency

   (0.01       (0.01  
  

 

 

   

 

 

   

 

 

   

Adjusted EPS (constant currency)

  $0.56   $0.50   $0.06    12.0% 
  

 

 

   

 

 

   

 

 

   

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

Diluted EPS attributable to Mondelēz International

  $1.38   $0.99   $0.39    39.4% 

2014-2018 Restructuring Program costs (2)

   0.29    0.36    (0.07  

Intangible asset impairment charges(2)

   0.05    0.01    0.04   

Mark-to-market losses from derivatives (2)

   0.04    0.03    0.01   

Malware incident incremental expenses

   0.02        0.02   

Divestiture-related costs(2)

   0.02    0.04    (0.02  

Net earnings from divestitures(2)

   (0.03   (0.05   0.02   

Net gain on divestitures(2)

   (0.11       (0.11  

Acquisition integration costs(2)

              

Benefits from resolution of tax matters (2)

   (0.13       (0.13  

Loss related to interest rate swaps(4)

       0.04    (0.04  

Loss on debt extinguishment(5)

   0.01        0.01   

Gain on equity method investment exchange (6)

       (0.03   0.03   

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

   0.03    0.03       
  

 

 

   

 

 

   

 

 

   

Adjusted EPS

  $1.57   $1.42   $0.15    10.6% 

Impact of unfavorable currency

   0.02        0.02   
  

 

 

   

 

 

   

 

 

   

Adjusted EPS (constant currency)

  $1.59   $1.42   $0.17    12.0% 
  

 

 

   

 

 

   

 

 

   

(1)The tax expense/(benefit) of each of the pre-tax items excluded from our GAAP results was computed based on the facts and tax assumptions associated with each item, and such impacts have also been excluded from Adjusted EPS.
For the three months ended September 30, 2016, taxes on the: 2014-2018 Restructuring Program costs were $(82) million, mark-to-market losses from derivatives were $(4) million, net earnings from divestitures were $11 million, and equity method investee adjustments were $(4) million.
For the nine months ended September 30, 2017, taxes on the: 2014-2018 Restructuring Program costs were $(155) million, intangible asset impairment charges were $(30) million, malware incident incremental expenses were $(17) million, net earnings from divestitures were $13 million, divestiture-related costs were $13 million, net gain on divestitures were $12 million, benefits from resolution of tax matters were $72 million, loss on debt extinguishment were $(4) million, and equity method investee adjustments were $(8) million.
For the nine months ended September 30, 2016, taxes for the: 2014-2018 Restructuring Program costs were $(199) million, intangible asset impairment charges were $(8) million, mark-to-market losses from derivatives were $(6) million, divestiture-related costs were $(20) million, net earnings from divestitures were $26 million, loss related to interest rate swaps were $(35) million, gain on equity method investment exchange were $2 million and equity method investee adjustments were $(5) million.
(2)See theAdjusted Operating Income table above and the related footnotes for more information.
(3)Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs and restructuring program costs, recorded by our JDE and Keurig equity method investees.
(4)Refer to Note 8,Financial Instruments, for more information on our interest rate swaps, which we no longer designate as cash flow hedges during the first quarter of 2016 due to changes in financing and hedging plans.
(5)Refer to Note 7, Debt and Borrowing Arrangements, for more information on our loss on debt extinguishment and related expenses in connection with our debt discharge.
(6)Refer to Note 2,Divestitures and Acquisitions – Keurig Transaction, for more information on the 2016 acquisition of an interest in Keurig.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.


As we operate globally, we are primarily exposed to currency exchange rate, commodity price and interest rate market risks. We monitor and manage these exposures as part of our overall risk management program. Our risk management program focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results.

We principally utilize derivative instruments to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity prices and interest rates. Additionally, we periodically use interest rate swaps and forward interest rate contracts to achieve a desired proportion of variable versus fixed rate debt based on current and projected market conditions. For additional information on our derivative activity and the types of derivative instruments we use to hedge our currency exchange, commodity price and interest rate exposures, see Note 8,9, Financial Instruments.

Many of our non-U.S. subsidiaries operate in functional currencies other than the U.S. dollar. Fluctuations in currency exchange rates create volatility in our reported results as we translate the balance sheets, operating results and cash flows of these subsidiaries into the U.S. dollar for consolidated reporting purposes. The translation of non-U.S. dollar denominated balance sheets and statements of earnings of our subsidiaries into the U.S. dollar for consolidated reporting generally results in a cumulative translation adjustment to other comprehensive income within equity. A stronger U.S. dollar relative to other functional currencies adversely affects our consolidated earnings and net assets while a weaker U.S. dollar benefits our consolidated earnings and net assets. While we hedge significant forecasted currency exchange transactions as well as certain net assets of non-U.S. operations and other currency impacts, we cannot fully predict or eliminate volatility arising from changes in currency exchange rates on our consolidated financial results. SeeConsolidated Results of Operations andResults of Operations by Reportable Segment underDiscussion and Analysis of Historical Results for currency exchange effects on our financial results during the nine months ended September 30, 2017. For additional information on highly inflationary country currencies and the impact of currency policies and recent currency volatility on our financial condition and results of operations, also see Note 1,Basis of Presentation – Currency Translation and Highly Inflationary Accounting.

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

We regularly evaluate our variable and fixed-rate debt as well as current and expected interest rates in the markets in which we raise capital. Our primary exposures include movements in U.S. Treasury rates, corporate credit spreads, London Interbank Offered Rates (“LIBOR”), Euro Interbank Offered Rate (“EURIBOR”) and commercial paper rates. We periodically use interest rate swaps and forward interest rate contracts to achieve a desired proportion of variable versus fixed rate debt based on current and projected market conditions. Our weighted-average interest rate on total debt was 2.0% as of September 30, 2017 and 2.2% as of December 31, 2016. For more information on our 2017 debt activity, see Note 7,8, Debt and Borrowing Arrangements.

There were no significant changes in the types of derivative instruments we use to hedge our exposures between December 31, 2016 and September 30, 2017. See Note 8,Financial Instruments, for more information on our 2017 derivative activity.


For additional information on our hedging strategies, policies and practices on an ongoing basis, also refer to our Annual Report on Form 10-K for the year ended December 31, 2016.

2023.

Item 4. Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2017.March 31, 2024. Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2017.

March 31, 2024.


Changes in Internal Control Over Financial Reporting


Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended September 30, 2017. During the quarter, due to the malware incident, we supplemented or temporarily replaced some of our normal control procedures in order to maintain our existing IT and financial controls over financial reporting. Additionally, we continued to work with outsourced partners to further simplify and standardize processes and focus on scalable, transactional processes across all regions. We continued to transition some of our transactional data processing as well as financial and local tax reporting 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.March 31, 2024. There were no othermaterial changes in our internal control over financial reporting during the quarter ended September 30, 2017,March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.


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


Item 1A. Risk Factors.


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

2023.


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


Our stock repurchase activity for each of the three months in the quarter ended September 30, 2017March 31, 2024 was:

                                                                        
   Issuer Purchases of Equity Securities 
           Total Number of     
   Total       Shares Purchased   Approximate Dollar Value 
   Number   Average   as Part of Publicly   of Shares That May Yet 
   of Shares   Price Paid   Announced Plans   Be Purchased Under the 

Period

  Purchased(1)   per Share (1)   or Programs(2)   Plans or Programs(2) 

July 1-31, 2017

   3,475,099   $43.22    3,471,070   $1,585,235,871 

August 1-31, 2017

   8,577,563    42.78    8,569,093    1,218,677,932 

September 1-30, 2017

   4,685,783    40.62    4,677,115    1,028,685,599 
  

 

 

     

 

 

   

For the Quarter Ended September 30, 2017

   16,738,445    42.27    16,717,278   
  

 

 

     

 

 

   

 Issuer Purchases of Equity Securities
Period
Total
Number
of Shares
Purchased (1)
Average
Price Paid
per Share (1)
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2) (3)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
January 1-31, 20242,855,262 $73.72 2,849,179 $4,222 
February 1-29, 20243,115,395 73.46 2,554,318 4,034 
March 1-31, 20242,307,961 71.43 2,304,960 3,869 
For the Quarter Ended March 31, 20248,278,618 $72.98 7,708,457 
(1)The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of deferred stock that vested, totaling 6,083 shares, 561,077 shares and 3,001 shares for the fiscal months of January, February and March 2024, respectively.
(2)Dollar values stated in millions. Effective January 1, 2023, our Board of Directors authorized a program for the repurchase of $6.0 billion of our Common Stock through December 31, 2025, excluding excise tax. During the year ended December 31, 2023, we repurchased approximately $1.6 billion of Common Stock pursuant to this authorization. During the three months ended March 31, 2024, we repurchased $563 million, and as of March 31, 2024, we had approximately $3.9 billion share repurchase authorization remaining. See related information in Note 11, Stock Plans.
(3)Our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired in the consolidated statements of equity.

Item 5. Other Information.

(c) Insider Trading Arrangements
Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended March 31, 2024, no such plans or other arrangements were adopted or terminated.
47(1)The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of restricted and deferred stock that vested, totaling 4,029 shares, 8,470 shares and 8,668 shares for the fiscal months of July, August and September 2017, respectively.
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(2)Our Board of Directors authorized the repurchase of $13.7 billion of our Common Stock through December 31, 2018. Specifically, on March 12, 2013, our Board of Directors authorized the repurchase of up to the lesser of 40 million shares or $1.2 billion of our Common Stock through March 12, 2016. On August 6, 2013, our Audit Committee, with authorization delegated from our Board of Directors, increased the repurchase program capacity to $6.0 billion of Common Stock repurchases and extended the expiration date to December 31, 2016. On December 3, 2013, our Board of Directors approved an increase of $1.7 billion to the program related to a new accelerated share repurchase program, which concluded in May 2014. On July 29, 2015, our Finance Committee, with authorization delegated from our Board of Directors, approved a $6.0 billion increase that raised the repurchase program capacity to $13.7 billion and extended the program through December 31, 2018. See related information in Note 10,Stock Plans.



Item 6. Exhibits.

Exhibit
Number
Description

Exhibit

Number

10.1

Description

10.1
10.2
12.110.3
10.4
31.1
31.2
31.2
32.1
32.1
101
101.1
The following materials from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017March 31, 2024 are formatted in XBRL (eXtensibleiXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.Statements and (vii) Part II, Item 5.
104The cover page from Mondelēz International’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (included as Exhibit 101).


+ Indicates a management contract or compensatory plan or arrangement.




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Signature


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

MONDELĒZ INTERNATIONAL, INC.
By: /s/ LUCA ZARAMELLA
By: /s/ BRIAN T. GLADDENLuca Zaramella
Brian T. Gladden
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer)
October 31, 2017April 30, 2024

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