Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2013

 

 

MONDELĒZ INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   1-16483   52-2284372

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

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

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

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01. Regulation FD Disclosure.

This information will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

On February 19, 2013, Mondelēz International, Inc. issued a press release relating to the presentation made by Mondelēz International executives at the Consumer Analyst Group of New York 2013 Conference. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The presentation will be available via a live audio webcast within the Investor Center section of our Web site, www.mondelezinternational.com. An archived rebroadcast and the presentation slides will be available for one year following the webcast. The presentation slides, including Regulation G reconciliations, used in the presentation are being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are being furnished with this Current Report on Form 8-K.

 

Exhibit Number

  

Description

99.1    Mondelēz International, Inc. Press Release, dated February 19, 2013.
99.2    Mondelēz International, Inc. Slide Presentation, dated February 19, 2013.


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 hereunto duly authorized.

 

    MONDELĒZ INTERNATIONAL, INC.
Date: February 19, 2013    

/s/ Carol J. Ward

  Name:   Carol J. Ward
  Title:   Vice President and Corporate Secretary
EX-99.1

Exhibit 99.1

 

LOGO

 

Contacts:    Michael Mitchell (Media)    Dexter Congbalay (Investors)
   +1-847-943-5678    +1-847-943-5454
   news@mdlz.com    ir@mdlz.com

Mondelēz International Highlights Strategies to

Deliver Sustainable, Profitable Growth at CAGNY

BOCA RATON, Fla. – Feb. 19, 2013 – At the Consumer Analyst Group of New York (CAGNY) conference today, executives of Mondelēz International, Inc. (NASDAQ: MDLZ) highlighted the company’s competitive advantages as a more focused, growth company.

“I’m bullish about our future,” said Irene Rosenfeld, Chairman and CEO. “Although our top-line growth was disappointing in the back half last year, the quality of underlying revenue and earnings growth provides strong momentum as we enter 2013.”

Rosenfeld affirmed the company’s 2013 organic revenue growth outlook at the low end of its long-term target of 5 to 7 percent. She noted that growth will accelerate in the second half as the impact of lower coffee pricing and capacity constraints begin to abate by mid-year.

Multiple Competitive Advantages

“We have an advantaged geographic footprint, an enviable portfolio of iconic brands and innovation platforms, a virtuous cycle driving strong underlying operating momentum and a long runway of growth opportunities,” Rosenfeld said. “As a result, we’re well-positioned for sustainable, profitable growth, and I’m confident in our ability to deliver top-tier financial results.”

Rosenfeld showcased Mondelēz International’s leading positions in fast-growing categories, with nearly three-quarters of its net revenue coming from snacks. Globally, the Biscuits and Chocolate categories have each grown 6 percent annually since 2009. Gum and Candy grew 5 percent, while Coffee and Powdered Beverages were up 10 percent and 7 percent, respectively.

GDP growth per capita in developing markets will continue to be a key driver of these gains. With more than 40 percent of the company’s sales from developing markets, Mondelēz International is well-positioned to take advantage of this growth.


Rosenfeld also highlighted several ongoing growth opportunities. She cited examples of how the company is leveraging iconic Power Brands such as Oreo and global innovation platforms like Bubbly chocolate to drive growth. She also discussed how the company is increasing distribution in modern and traditional trade channels as well as entering white-space markets.

Generating Strong Cash Flow, Returning Cash to Shareholders, Improving ROIC

Dave Brearton, Executive Vice President and CFO, provided investors with an update on the company’s cash flow and capital structure. He said the company expects to generate about $4 billion of free cash flow over the next two years. This will fund the cash impact of the company’s 2012-2014 Restructuring Program as well as cash to pay dividends, leaving approximately $1 billion available for other uses.

Reinvesting in the business to drive growth will continue to be the top priority for cash. To support this growth, the company plans to increase capital investments to approximately 5 percent of net revenues in 2013 and 2014, focusing on expanding capacity in developing markets.

Even after funding growth opportunities, Brearton noted opportunities to return cash to shareholders through dividend increases and/or share repurchases. He said the current annual dividend of $0.52 per share will increase over time at a lower rate than EPS growth, but with a dividend payout ratio that would not fall below 30 percent.

In addition, Brearton said that management would ask the board for a multi-year authorization to repurchase shares to offset dilution from stock options later this year. The cash cost of such a program would be approximately $300-400 million per year.

Brearton underscored that the company would maintain an investment-grade rating with access to A2/P2 commercial paper.

Brearton concluded with a commitment to steady improvement in return on invested capital, targeting an increase of 30 to 50 basis points per year. Double-digit earnings growth and tight management of working capital and capital expenditures will drive the improvement.

Mondelēz International’s presentation was accompanied by slides. Access to a replay of the CAGNY webcast with accompanying slides is available at www.mondelezinternational.com.

 

2


About Mondelēz International

Mondelēz International, Inc. (NASDAQ: MDLZ) is a global snacking powerhouse, with 2012 revenue of $35 billion. Creating delicious moments of joy in 165 countries, Mondelēz International is a world leader in chocolate, biscuits, gum, candy, coffee and powdered beverages, with billion-dollar brands such as Cadbury, Cadbury Dairy Milk and Milka chocolate, Jacobs coffee, LU, Nabisco and Oreo biscuits, Tang powdered beverages and Trident gum. Mondelēz International is a proud member of the Standard and Poor’s 500, NASDAQ 100 and Dow Jones Sustainability Index. Visit www.mondelezinternational.com and www.facebook.com/mondelezinternational.

Forward-Looking Statements

This press release contains a number of forward-looking statements. Words, and variations of words such as “deliver,” “affirmed,” “will,” “expects,” “priority,” “plans,” “commitment” and similar expressions are intended to identify our forward-looking statements, including but not limited to, statements that we are bullish about the future; strong momentum as we enter 2013; 2013 organic revenue growth; second half growth; competitive advantages; sustainable, profitable growth; top-tier financial results; GDP growth per capita in developing markets; ongoing growth opportunities; modern and traditional trade channels and white space; cash flow; priorities for cash; plans for capital investments; dividends; share repurchase plans; investment grade ratings; and steady improvement in return on invested capital. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from those indicated in our forward-looking statements. Such factors include, but are not limited to, increased competition, continued volatility in input costs, pricing actions, continued weakness in economic conditions, risks from operating globally and tax law changes. Please also see our risk factors, as they may be amended from time to time, set forth in our filings with the SEC, including our most recently filed Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Mondelēz International disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.

 

LOGO

 

3

EX-99.2
Exhibit 99.2
Mondelez International
CAGNY Conference
February 19, 2013


Forward-looking statements
2
This slide presentation contains a number of forward-looking statements.  The words “deliver,”
“accelerating,” “leverage,” “drive,” “expand,” “create,” “expect,” “opportunity,” “achievable,” and “increase”
and similar expressions are intended to identify our forward-looking statements.  Examples of our
forward-looking statements include, but are not limited to, sustainable profitable growth; H2 2013 growth;
long runway for growth; Power Brands; innovation platforms; Hot Zone penetration; Traditional Trade
coverage; Next Wave markets; long-term growth target; Free Cash Flow; use of capital; balance sheet;
and ROIC.  These forward-looking statements involve risks and uncertainties, many of which are beyond
our control, and important factors that could cause actual results to differ materially from those in the
forward-looking statements include, but are not limited to, increased competition, pricing actions,
continued volatility in commodity costs, continued weak economic conditions, risks from operating
globally and tax law changes.  For additional information on these and other factors that could affect our
forward-looking statements, see our risk factors, as they may be amended from time to time, set forth in
our filings with the SEC, including our most recently filed Annual Report on Form 10-K and subsequent
reports on Forms 10-Q and 8-K.  We disclaim and do not undertake any obligation to update or revise
any forward-looking statement in this slide presentation, except as required by applicable law or
regulation.


Irene Rosenfeld
Chairman & CEO


Ingredients in place for sustainable,
profitable growth
4
Advantaged
Geographic
Footprint
Fast-
Growing
Categories
Favorite
Snacks
Brands
Strong
Routes-to-
Market
Proven
Innovation
Platforms
World-Class
Talent &
Capabilities


We are a global snacks powerhouse…
5
$35 Billion
in 2012 Revenues
(1)
Biscuits includes salted/other snacks
Nearly 75% of revenues
in fast-growing snacks
categories
Beverages provide multi-
region scale, attractive growth
and strong margins
Biscuits
(1)
32%
Chocolate
27%
Gum & Candy
15%
Beverages
17%
Cheese &
Grocery
9%


18%
and a leader in our categories
6
North
North
America
America
Europe
Europe
Global
Global
Market
Market
Share
Share
Latin  
Latin  
America
America
Asia
Asia
Pacific
Pacific
Eastern
Eastern
Europe
Europe
Middle East       
Middle East       
& Africa
& Africa
15%
30%
7%
11%
16%
Source:  Euromonitor market share
Biscuits
Chocolate
Gum
Candy
Coffee
Powdered Beverages


We offer many of the world’s favorite brands


Advantaged geographic footprint
Large, growing developing
markets footprint
Strong positions in North
America and Europe
$35 Billion
in 2012 Revenues
8
Europe
39%
North
America
20%
Latin
America
15%
EEMEA
11%
Asia Pacific
15%
Based on 2013 Reporting Segments
*
*
In December 2012, we announced a reorganization of our management and reporting structure following the Spin-Off
of Kraft Foods Group. Beginning in 2013, our operations, management and operating segments will reflect: Asia Pacific;
Eastern Europe, Middle East & Africa (“EEMEA”); Europe; Latin America and North America.  Accordingly, we will begin
reporting on our new segment structure during the first quarter of 2013, including all historical periods we present. For
purposes of this presentation the above pie chart reflects this structure based on our 2012 Net Revenues.


Track record of strong performance
9
O/H % of NR
(60) bps
Reinvest in
Growth
Power Brands +8%
Organic NR +4.4%
(1)
+50 bps
(2)
A&C % of NR
+60 bps
Focus on
Power Brands
Expand Gross
Margin
Leverage
Overheads
Note: All figures based on FY 2012 results.
1)
Reported net revenues decreased (2.2)% for FY 2012.  See GAAP
to Non-GAAP reconciliation at the end of the presentation.
2)
Reflects Adjusted Gross Margin.  Reported gross profit margin
increased 70 bps.  See GAAP to Non-GAAP reconciliation at the
end of the presentation.


Led the peer group in margin performance over
the past two years
Basis
Points
Increase
in
Operating
Income
Margin
2010
to
2012
(1)
(3)
+110 bps
100
(100)
(400)
(2)
(200)
MDLZ
HSY
ULVR
NESN
HNZ
CL
BN
PG
CPB
GIS
PEP
K
KO
+70
+40
1)
Operating Income Margins exclude certain items as defined by the individual companies as sourced from their respective company reports.
2)
Reflects Adjusted Operating Income Margin which excludes Integration Program costs, 2012-2014 Restructuring Program costs, Spin-Off Costs, Spin-Off-related pension
adjustment, operating income from divestitures and gains & losses from divestitures, net.  Reported Operating Income Margin was 7.9% in FY 2010; 9.8% in 2011; and 10.4%
in FY 2012. See GAAP to Non-GAAP reconciliation at the end of this presentation.
3)
Through 1H 2012.


Successfully integrated Cadbury
11
($ in billions)
~$0.8
~$0.6
~$0.2
Cost Synergies
(Cumulative P&L Impact)
Revenue Synergies
~$0.1
~$0.4
~$0.7
~$1.0
~105% of
$750MM
Target


Growth accelerating in H2 2013
H2 2012
Growth tempered by:
Lower coffee pricing
Capacity constraints
Missteps in Brazil,
Russia and Canada
H1 2013
Lower coffee pricing
and capacity constraints
continue
Improvement in Brazil,
Russia and Canada
H2 2013
Cycle lower coffee
pricing
New capacity on-stream
12
FY 2013
Organic Revenue
growth at
low end of
5%-7% range


Leverage fast-growing categories
Drive Power Brands and advantaged global
innovation platforms
Expand distribution
Capitalize on numerous white space opportunities
We have a long runway for growth
13


Powdered Beverages
Category growth remains robust…
14
Source:  Euromonitor 2009-2011 actual and 2012 estimates
Category
MLDZ
Market Position
Global Category CAGR
(2009-2012)
+6%
+6%
+5%
+10%
+7%
Chocolate
Biscuits
Gum & Candy
Coffee


driven by income growth in developing markets
15
GDP per Capita
GDP per Capita
Consumption vs. GDP per Capita
Source:  Euromonitor 2011
Chocolate
Biscuits
0
2
4
6
8
10
12
$0
$20
$40
$60
$80
$100
0
2
4
6
8
10
12
$0
$20
$40
$60
$80
$100


Leverage Power Brands to drive top-tier growth
16
Capitalize on
Strengths in
Existing Markets
Seize White Space
Opportunities
Drive growth in Europe
Expanding into other developing
markets in 2013
$1B in revenues in developing markets,
up 20% in 2012
Leverage successful U.S. experience,
up 6% in 2012


Roll-out innovation platforms globally
17
2012
2013
Launch
Early 2012
UK
Ireland
Germany
France
Sweden
Norway
Belgium
Austria
Brazil
Argentina
Russia
S. Africa
Canada
Poland


Increase Hot Zone penetration in Modern Trade
18
Hot
Zone
Presence
in
MDLZ Covered Outlets
2013E
Increase
’13E vs. ’11
% Outlets
Covered ’13E
1,800
+300
59%
6,200
+3,100
62%
56,700
+34,400
52%


Significant opportunity to expand Traditional
Trade coverage
19
274,000
+18,000
32%
1,000,000
+298,000
14%
450,000
+348,000
20%
MDLZ Coverage of
Traditional Trade Outlets
2013E
Increase
’13E vs. ’11
% Outlets
Covered ’13E


Initiated white space launches in India and China
20
Significant current market presence


Significant white space opportunities in Next
Wave markets
21
Significant current market presence


Long-term growth target is achievable
22
Double Digit
Growth
Low-to-Mid
Single Digit
Growth
$35B
EU
NA
LA
AP
EEMEA
By Geography
$35B
Low-to-Mid
Single Digit
Growth
Mid-to-High
Single Digit
Growth
Chocolate
Biscuits
Gum &
Candy
Beverages
Ch./Groc.
By Category
5% -
7%
Organic Growth


Well-positioned for sustainable, profitable growth
23
Advantaged geographic footprint
Portfolio of iconic brands
Virtuous cycle in full swing
Long runway of future growth opportunities


Dave Brearton
EVP and CFO


Generating cash to fund growth and drive
solid returns
25
Delivering solid Free Cash Flow
Prioritizing uses of Free Cash Flow
Focusing on Return on Invested Capital


Expect strong Free Cash Flow generation over
next 2 years
26
Combined
2013 and 2014
Cash from Operating Activities
~ $8.0
Capital Expenditure
(excl. Restructuring Program)
~ 4.0
Free Cash Flow, Pre-Restructuring
~ 4.0
2012-2014 Restructuring Program,
cash impact
~ 1.0
Dividends @ $0.52 per share
~ 2.0
Cash Available for Deployment
~ $1.0


Priorities for use of Free Cash Flow
Disciplined Capital Deployment
27
Reinvest in the business to drive top-tier growth
Tack-on M&A, especially in Developing Markets
Return
of
capital
to
shareholders
dividends
and
share repurchases
Pay down debt to preserve balance sheet flexibility
2
1
3
4


Stepping-up capital investments to support growth
28
Capital
Expenditures
as
Percentage
of
Net
Revenue
5%+
3.9%
3.8%
3.8%
Long-Term
Rate
4%
-
5%


Expanding capacity in developing markets
New Plants
Plant Expansions
Multi-Category
Multi-Category
Multi-Category
Multi-Category
Multi-Category
Biscuits
Gum
Biscuits
Gum
Biscuits
Biscuits
Chocolate
Chocolate
Chocolate
29


Returning capital to shareholders
30
Dividends
Modest dividend
increasing over time
Minimum payout ratio of
30% of net earnings
Share Repurchases
Later this year will seek
multi-year authorization
to offset dilution


Preserve balance sheet flexibility
31
$19.4
~$17.5
Maintain investment-grade rating
with A2/P2 CP access
Use cash-on-hand to pay off
$1.8B of notes due 1H 2013
Possible further debt pay down to
build additional flexibility
Net Debt
~$15
Dec. 2012
Mid-2013


ROIC improvement will be driven by earnings growth
and disciplined capital deployment
32
ROIC currently at 7%
Total invested capital of $47B at December 31, 2012
ROIC to improve 30-50 bps per annum
Double-digit EPS growth
Tight management of working capital and capex
Return of capital to shareholders


Well-positioned for sustainable, profitable growth
33
Advantaged geographic footprint
Portfolio of iconic brands
Virtuous cycle in full swing
Long runway of future growth opportunities
Generate strong cash flow


34


GAAP to Non-GAAP Reconciliation
35
(1)
Includes
the
impacts
of
accounting
calendar
changes
and
the
53
rd
week
of
shipments
in
2011.
As
Restated
(GAAP)
Impact of
Divestitures
Impact of
Integration
Program
Impact of
Accounting
Calendar
Changes
(1)
Impact of
Currency
Organic  
(Non-GAAP)
As
Restated
(GAAP)
Organic
(Non-GAAP)
2012
Mondelez International
35,015
$
(244)
$      
-
$         
-
$           
1,576
36,347
$    
(2.2)%
4.4%
2011
Mondelez International
35,810
$
(316)
$      
1
$         
(679)
$      
-
$        
34,816
$    
Net Revenues to Organic Net Revenues
For the Twelve Months Ended December 31,
($ in millions, except percentages) (Unaudited)
% Change


GAAP to Non-GAAP Reconciliation
36
(1)
Includes
the
impacts
of
accounting
calendar
changes
and
the
53
rd
week
of
shipments
in
2011.
As Restated
(GAAP)
Impact of
Divestitures
Impact of
Integration
Program
Impact of
Accounting
Calendar
Changes
(1)
Impact of
Currency
Organic  
(Non-GAAP)
As
Restated
(GAAP)
Organic
(Non-GAAP)
17,194
$     
(157)
$       
-
$          
-
$            
841
$    
17,878
$       
(0.9)%
6.2%
17,353
$     
(176)
$       
-
$          
(349)
$       
-
$         
16,828
$       
Net Revenues to Organic Net Revenues
For the Six Months Ended June 30,
($ in millions, except percentages) (Unaudited)
% Change
2012
2011
Mondelez International
Mondelez International


GAAP to Non-GAAP Reconciliation
37
(1)
costs
associated
with
the
acquisition.
For
the
twelve
months
ended
December
31,
2012,
$28
million
was
recorded
in
Cost
of
Sales
and
$112
million
was
recorded in Selling, General and Administrative expenses.
(2)
Spin-Off Costs represent non-recurring transaction and transition costs associated with preparing the businesses for independent operations consisting primarily
of financial advisory fees, legal fees, accounting fees, tax services and information systems infrastructure duplication, and financing and related costs to redistribute
to the pension adjustment defined as the estimated benefit plan expense based on market conditions and benefit plan assumptions as of January 1, 2012,
associated with certain benefit plan obligations transferred to Kraft Foods Group in the Spin-Off.
(3)
Restructuring Program costs represent non-recurring restructuring and related implementation costs reflecting primarily severance, asset disposals and other
manufacturing related non-recurring costs.
(4)
Reflects divestitures that occured in 2012.
Gross
Profit/Operating
Income
To
Adjusted
Gross
Profit/Operating
Income
For the Twelve Months Ended December 31,
($ in millions, except percentages) (Unaudited)
As
Restated
(GAAP)
Integration
Program
costs
(1)
Acquisition-
Related
costs
Spin-Off Costs
and Related
Adjustments
(2)
2012 - 2014  
Restructuring
Program costs
(3)
Operating
Income from
Divested
Businesses
(4)
G/(L) on
Divestitures,
net
Adjusted  
(Non-GAAP)
13,076
$
28
$    
-
$         
33
$           
2
$                
(71)
$         
-
$         
13,068
$     
37.3%
37.6%
3,637
$  
140
$  
1
$        
512
$         
110
$            
(58)
$         
(107)
$    
4,235
$       
10.4%
12.2%
2012
Gross Profit
Gross Profit Margin
Operating Income
Operating Income Margin
Mondelez International
Integration
Program
costs
are
defined
as
the
costs
associated
with
combining
the
Mondelez
International
and
Cadbury
businesses,
and are separate from those
debt
and
secure
investment
grade
ratings
for
both
the
Kraft
Foods
Group
Business
and
the Mondelez
International
Business.
Spin-Off
related
adjustments refers


GAAP to Non-GAAP Reconciliation
38
As Restated
(GAAP)
Integration
Program
costs
(1)
Spin-Off Costs
and Related
Adjustments
(2)
Operating
Income from
Divested
Businesses
(3)
Adjusted     
(Non-GAAP)
Mondelez International
Gross Profit
13,100
$     
110
$       
43
$             
(83)
$           
13,170
$      
Gross Profit Margin
36.6%
37.1%
Operating Income
3,498
$       
521
$       
137
$           
(59)
$           
4,097
$        
Operating Income Margin
9.8%
11.5%
(1)
Integration
Program
costs
are
defined
as
the
costs
associated
with
combining
the
Mondelez
International
and
Cadbury
businesses,
and
are separate from those costs associated with the acquisition.  For the twelve months ended December 31, 2011, $1 million was recorded
in Revenue, $109 million was recorded in Cost of Sales and $411 million was recorded in Selling, General and Administrative expenses. 
(2)
Spin-Off Costs represent non-recurring transaction and transition costs associated with preparing the businesses for independent operations
consisting primarily of financial advisory fees, legal fees, accounting fees, tax services and information systems infrastructure duplication,
and
financing
and
related
costs
to
redistribute
debt
and
secure
investment
grade
ratings
for
both
the
Kraft
Foods
Group
Business
and
the
Mondelez
International
Business.
Spin-Off
related
adjustments
refers
to
the
pension
adjustment
defined
as
the
estimated
benefit
plan
expense based on market conditions and benefit plan assumptions as of January 1, 2012, associated with certain benefit plan obligations
transferred to Kraft Foods Group in the Spin-Off.
(3)
Reflects divestitures that occured in 2012.
Gross
Profit/Operating
Income
To
Adjusted
Gross
Profit/Operating
Income
For the Twelve Months Ended December 31,
($ in millions, except percentages) (Unaudited)
2011


39
GAAP to Non-GAAP Reconciliation
As Restated
(GAAP)
Integration
Program
costs
(1)
Spin-Off Costs
and Related
Adjustments
(2)
Operating
Income from
Divested
Businesses
(3)
Adjusted     
(Non-GAAP)
Mondelez International
Gross Profit
11,872
$     
49
$         
99
$            
(109)
$         
11,911
$      
Gross Profit Margin
37.7%
38.3%
Operating Income
2,496
$       
646
$       
364
$          
(56)
$           
3,450
$        
Operating Income Margin
7.9%
11.1%
(1)
Integration
Program
costs
are
defined
as
the
costs
associated
with
combining
the
Mondelez
International
and
Cadbury
businesses,
and are separate from those costs associated with the acquisition.  For the twelve months ended December 31, 2010, $1 million was
recorded in Revenue, $48 million was recorded in Cost of Sales and $597 million was recorded in Selling, General and Administrative 
expenses.
(2)
Spin-Off Costs represent non-recurring transaction and transition costs associated with preparing the businesses for independent operations
consisting primarily of financial advisory fees, legal fees, accounting fees, tax services and information systems infrastructure duplication,
and
financing
and
related
costs
to
redistribute
debt
and
secure
investment
grade
ratings
for
both
the
Kraft
Foods
Group
Business
and
the
Mondelez
International
Business.
Spin-Off
related
adjustments
refers
to
the
pension
adjustment
defined
as
the
estimated
benefit
plan expense based on market conditions and benefit plan assumptions as of January 1, 2012, associated with certain benefit plan
obligations transferred to Kraft Foods Group in the Spin-Off.
(3)
Reflects divestitures that occured in 2010 and 2012.
Gross
Profit/Operating
Income
To
Adjusted
Gross
Profit/Operating
Income
For the Twelve Months Ended December 31,
($ in millions, except percentages) (Unaudited)
2010


As
Reported
Integration
Program
Costs
(1)
Spin-Off
Costs
(2)
2012-2014
Restructuring
Program Costs
(3)
Acquisition-
Related Costs
Spin-Off
Pension
Adjustment
(2)
Spin-Off
Interest
Adjustment
(2)
Operating
Income from
Divested
Businesses
Gain on
Divestitures,
net
As
Adjusted
Net revenues
35,015
$
-
$         
-
$       
-
$                     
-
$                
-
$                
-
$                
(244)
$   
-
$            
34,771
$
Cost of sales
21,939
(28)
-
(2)
-
(33)
-
(173)
-
21,703
Gross profit
13,076
28
-
2
-
(33)
-
(71)
-
13,068
Gross profit margin
37.3%
37.6%
Selling, general and administrative expenses
9,176
(112)
(444)
(7)
(1)
(35)
-
(13)
-
8,564
153
-
-
(101)
-
-
-
-
-
52
(107)
-
-
-
-
-
-
-
107
-
Amortization of intangibles
217
-
-
-
-
-
-
-
-
217
Operating income
3,637
140
444
110
1
68
-
(58)
(107)
4,235
Operating income margin
10.4%
12.2%
1,863
-
(609)
-
-
-
(161)
-
-
1,093
Earnings from continuing operations before income taxes
1,774
140
1,053
110
1
68
161
(58)
(107)
3,142
Provision for income taxes
207
6
347
40
-
26
60
(13)
(48)
625
Effective tax rate
11.7%
19.9%
Earnings from continuing operations
1,567
$      
134
$     
706
$  
70
$                  
1
$               
42
$            
101
$          
(45)
$         
(59)
$         
2,517
$     
Noncontrolling interest
27
-
-
-
-
-
-
-
-
27
1,540
$      
134
$     
706
$  
70
$                  
1
$               
42
$            
101
$          
(45)
$         
(59)
$         
2,490
$     
Per share data:
-
Continuing operations
0.86
$       
0.08
$    
0.39
0.04
$                
-
$                
0.02
$         
0.06
$         
(0.03)
$      
(0.03)
$      
1.39
$      
Average shares outstanding:
Diluted
1,789
Condensed Consolidated Statements of Earnings
(Gains) / losses on divestitures, net
Interest and other expense, net
Reported to Adjusted
For the Twelve Months Ended December 31, 2012
(in millions of dollars, except per share data)  (Unaudited)
Asset impairment and exit costs
40
GAAP to Non-GAAP Reconciliation
Net
earnings
attributable
to
Mondele
z
International
-
Diluted
earnings
per
share
attributable
to
Mondele
z
International:
-
(1)
(2)
Spin-Off Costs represent non-recurring transaction and transition costs associated with preparing the businesses for independent operations consisting primarily of financial advisory fees, legal fees,   
accounting fees, tax services and information systems infrastructure duplication, and financing and related costs to redistribute debt and secure investment grade ratings for both the Kraft Foods Group  
plan
assumptions
as
of
January
1,
2012,
associated
with
certain
benefit
plan
obligations
transferred
to
Kraft
Foods
Group
in
the
Spin-Off.
Integration
Program
costs
are
defined
as
the
costs
associated
with
combining
the
Mondele
z
International
and
Cadbury
businesses,
and
are
separate
from
those
costs
associated
with
the
acquisition.
ez
-
-
Restructuring
Program
costs
represent
non-recurring
restructuring
and
related
implementation
costs
reflecting
primarily
severance,
asset
disposals
and
other
manufacturing
related
non-recurring
costs.
(3)
Business
and
the
Mondel
International
Business.
Spin-Off
related
adjustments
refers
to
the
pension
adjustment
defined
as
the
estimated
benefit
plan
expense
based
on
market
conditions
and
benefit


Net
earnings
attributable
to
Mondele
z
International
GAAP to Non-GAAP Reconciliation
41
-
As Reported
Integration
Program Costs
(1)
Spin-Off
Costs
(2)
Spin-Off
Pension
Adjustment
(2)
Spin-Off
Interest
Adjustment
(2)
Operating
Income from
Divested
Businesses
As Adjusted
Net revenues
35,810
$      
1
$                  
-
$               
-
$                 
-
$                  
(316)
$      
35,495
$      
Cost of sales
22,710
(109)
-
(43)
-
(233)
22,325
Gross profit
13,100
110
-
43
-
(83)
13,170
Gross profit margin
36.6%
37.1%
Selling, general and administrative expenses
9,382
(411)
(46)
(48)
-
(24)
8,853
(5)
-
-
-
-
-
(5)
-
-
-
-
-
-
-
Amortization of intangibles
225
-
-
-
-
-
225
Operating income
3,498
521
46
91
-
(59)
4,097
Operating income margin
9.8%
11.5%
1,618
-
-
-
(310)
-
1,308
Earnings from continuing operations before income taxes
1,880
521
46
91
310
(59)
2,789
Provision for income taxes
143
24
13
34
117
(14)
317
Effective tax rate
7.6%
11.4%
Earnings from continuing operations
1,737
$           
497
$                   
33
$           
57
$               
193
$            
(45)
$           
2,472
$           
Noncontrolling interest
20
-
-
-
-
-
20
1,717
$           
497
$                   
33
$           
57
$               
193
$            
(45)
$           
2,452
$           
Per share data:
Diluted
earnings
per
share
attributable
to
Mondele
z
International:
-
Continuing operations
0.97
$             
0.28
$                  
0.02
$        
0.03
$           
0.11
$           
(0.03)
$         
1.38
$             
Average shares outstanding:
Diluted
1,772
(1)
(2)
Spin-Off Costs represent non-recurring transaction and transition costs associated with preparing the businesses for independent operations consisting primarily of financial advisory fees, legal fees,   
accounting fees, tax services and information systems infrastructure duplication, and financing and related costs to redistribute debt and secure investment grade ratings for both the Kraft Foods Group  
plan
assumptions
as
of
January
1,
2012,
associated
with
certain
benefit
plan
obligations
transferred
to
Kraft
Foods
Group
in
the
Spin-Off.
Condensed Consolidated Statements of Earnings
(Gains) / losses on divestitures, net
Interest and other expense, net
Reported to Adjusted
For the Twelve Months Ended December 31, 2011
(in millions of dollars, except per share data)  (Unaudited)
Asset impairment and exit costs
-
Integration
Program
costs
are
defined
as
the
costs
associated
with
combining
the
Mondele
z
International
and
Cadbury
businesses,
and
are
separate
from
those
costs
associated
with
the
acquisition.
Business
and
the
Mondele
z
International
Business.
Spin-Off
related
adjustments
refers
to
the
pension
adjustment
defined
as
the
estimated
benefit
plan
expense
based
on
market
conditions
and
benefit
-
-