SEC Filing | Mondelēz International, Inc.

MONDELĒZ INTERNATIONAL, INC.

Date: April 8, 2013

/S/ DAVID A. BREARTON

David A. Brearton

Executive Vice President and Chief Financial Officer

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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): January 1, 2013

LOGO

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, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and it will not be 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.

Business Reorganization following Spin-Off

On December 3, 2012, Mondelēz International, Inc. and subsidiaries (collectively, “Mondelēz International”) announced a reorganization of our business and reporting structure following the spin-off of Kraft Foods Group, Inc. on October 1, 2012 (the “Spin-Off”).

Effective January 1, 2013, our operations and management were reorganized into five segments:

•

Latin America (formerly in our Developing Markets segment)

•

Asia Pacific (formerly in our Developing Markets segment)

•

Eastern Europe, Middle East & Africa (“EEMEA”) (formerly in our Developing Markets segment)

•

Europe (now includes certain European operations formerly in our Developing Markets segment) and

•

North America

Following the Spin-Off, we changed our operating structure to reflect our greater concentration of operations in high-growth developing markets and we flattened our structure to further enhance collaboration across regions, expedite decision making and drive greater efficiencies to fuel our growth. We will begin to report our results of operations under the new segment structure in our quarterly report for the first quarter of 2013.

Segment Operating Income

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. Coincident with the change in segment structure, segment operating income for our North America region will also change to include all U.S. pension plan expenses, a portion of which was previously excluded from segment operating results evaluated by management as the costs were centrally managed. With this change, segment operating income is defined as:

Segment operating income—operating income by segment excluding general corporate expenses (which are a component of selling, general and administrative expenses), amortization of intangibles, gains and losses on divestitures, acquisition-related costs (which are a component of selling, general and administrative expenses) and unrealized gains and losses on hedging activities (which are a component of cost of sales). See additional information on our segment operating income within Note 16, Segment Reporting, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2012.

Non-GAAP Financial Measures

We use additional non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results and provide additional transparency on how we evaluate our business.

Our use of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for any U.S. GAAP financial measure. A limitation of the non-GAAP financial measures is they do not include all items of income and expense that affect us and have an impact on our U.S. GAAP reported results. The best way to address this limitation is by evaluating our non-GAAP financial measures in combination with our U.S. GAAP reported results and carefully evaluating the reconciliations of U.S. GAAP reported figures to the non-GAAP financial measures.

Our non-GAAP financial measures, Organic Net Revenue, Adjusted Operating Income and Operating EPS, are defined within our Annual Report on Form 10-K for the year ended December 31, 2012, and as it relates to the 2012 and 2011 periods presented, are defined as follows—

Organic Net Revenues—net revenues excluding the impact of acquisitions, divestitures, Integration Program costs, accounting calendar changes (including a 53^rd week in 2011) and foreign currency rate fluctuations.

Adjusted Operating Income—operating income excluding the impact of Spin-Off Costs, the 2012-2014 Restructuring Program, Integration Program, acquisition-related costs, gains / losses on divestitures, pension costs related to obligations transferred in the Spin-Off and operating income from divested businesses. We also evaluate growth in our Adjusted Operating Income on a constant currency basis.

Operating EPS—diluted earnings per share (EPS) attributable to Mondelēz International from continuing operations excluding the impact of Spin-Off Costs, the 2012-2014 Restructuring Program, Integration Program, acquisition-related costs, gains / losses on divestitures, pension costs related to the obligations transferred in the Spin-Off, interest expense adjustment related to the Spin-Off transaction and operating income from divested businesses.

Financial Schedules

Enclosed within Exhibit 99.1 to this Form 8-K are Financial Schedules which provide net revenue and segment operating income under the new and former segment reporting structures for the years ended December 31, 2012, 2011 and 2010, and for the quarters in 2012 and 2011. The Financial Schedules also include our non-GAAP financial measures, Organic Net Revenues, Adjusted Operating Income and Operating EPS, for the same periods. The Financial Schedules present our results on a continuing operations basis. Refer to our Annual Report on Form 10-K for the year ended December 31, 2012 for further details of our discontinued operations.

Item 9.01.

Financial Statements and Exhibits.

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


Exhibit Number		Description
99.1		Financial Schedules

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.

Financial Schedules

Exhibit 99.1

Schedule 1

Mondelēz International, Inc. and Subsidiaries

Segment Realignment

Quarterly and Full Year 2012

($ in millions) (Unaudited)


	2012
	Q1			Q2			Q3			Q4			Year
Net Revenues - As Reported
Developing Markets		3,882			3,838			3,709			4,226			15,655
Europe		3,151			3,004			2,849			3,453			12,457
North America		1,634			1,685			1,768			1,816			6,903


Net Revenues - As Reported	$	8,667		$	8,527		$	8,326		$	9,495		$	35,015

Segment Realignment
Developing Markets (to Europe, Latin America, Asia Pacific, Eastern Europe, Middle East & Africa)		(3,882	)		(3,838	)		(3,709	)		(4,226	)		(15,655	)
Latin America (from Developing Markets)		1,370			1,340			1,286			1,400			5,396
Asia Pacific (from Developing Markets)		1,320			1,222			1,228			1,394			5,164
Eastern Europe, Middle East & Africa (from Developing Markets)		849			965			886			1,035			3,735
Europe (from Developing Markets)		343			311			309			397			1,360

Net Revenues - As Revised
Latin America		1,370			1,340			1,286			1,400			5,396
Asia Pacific		1,320			1,222			1,228			1,394			5,164
Eastern Europe, Middle East & Africa		849			965			886			1,035			3,735
Europe		3,494			3,315			3,158			3,850			13,817
North America		1,634			1,685			1,768			1,816			6,903


Net Revenues - As Revised	$	8,667		$	8,527		$	8,326		$	9,495		$	35,015

Schedule 2

Mondelēz International, Inc. and Subsidiaries

Segment Realignment

Full Year 2010 and Quarterly and Full Year 2011

($ in millions) (Unaudited)


	2010			2011
	Year			Q1			Q2			Q3			Q4			Year
Net Revenues - As Reported
Developing Markets		13,420			3,572			3,990			3,944			4,115			15,621
Europe		11,628			3,016			3,525			3,099			3,716			13,356
North America		6,441			1,602			1,648			1,735			1,848			6,833


Net Revenues - As Reported	$	31,489		$	8,190		$	9,163		$	8,778		$	9,679		$	35,810

Segment Realignment
Developing Markets (to Europe, Latin America, Asia Pacific, Eastern Europe, Middle East & Africa)		(13,420	)		(3,572	)		(3,990	)		(3,944	)		(4,115	)		(15,621	)
Latin America (from Developing Markets)		4,541			1,256			1,415			1,379			1,353			5,403
Asia Pacific (from Developing Markets)		4,042			1,190			1,172			1,249			1,253			4,864
Eastern Europe, Middle East & Africa (from Developing Markets)		3,354			796			1,015			959			1,066			3,836
Europe (from Developing Markets)		1,483			330			388			357			443			1,518

Net Revenues - As Revised
Latin America		4,541			1,256			1,415			1,379			1,353			5,403
Asia Pacific		4,042			1,190			1,172			1,249			1,253			4,864
Eastern Europe, Middle East & Africa		3,354			796			1,015			959			1,066			3,836
Europe		13,111			3,346			3,913			3,456			4,159			14,874
North America		6,441			1,602			1,648			1,735			1,848			6,833


Net Revenues - As Revised	$	31,489		$	8,190		$	9,163		$	8,778		$	9,679		$	35,810

Schedule 3

Mondelēz International, Inc. and Subsidiaries

Segment Realignment

Quarterly and Full Year 2012

($ in millions) (Unaudited)


	2012
	Q1			Q2			Q3			Q4			Year
Operating Income - As Reported
Developing Markets		512			534			525			496			2,067
Europe		384			396			415			418			1,613
North America		173			209			263			228			873
Unrealized G/(L) on hedging activities		18			23			1			(41	)		1
Certain U.S. pension plan costs		(25	)		(25	)		(29	)		(13	)		(92	)
General corporate expenses		(103	)		(147	)		(283	)		(181	)		(714	)
Amortization of intangibles		(56	)		(53	)		(54	)		(54	)		(217	)
Gain/(Loss) on divestitures, net		—			—			—			107			107
Acquisition-related costs		—			—			—			(1	)		(1	)

Operating Income - As Reported	$	903		$	937		$	838		$	959		$	3,637

Segment Realignment
Developing Markets (to Europe, Latin America, Asia Pacific, Eastern Europe, Middle East & Africa, General Corporate Expenses)		(512	)		(534	)		(525	)		(496	)		(2,067	)
Latin America (from Developing Markets)		163			206			187			213			769
Asia Pacific (from Developing Markets)		177			150			198			132			657
Eastern Europe, Middle East & Africa (from Developing Markets)		138			141			107			120			506
Europe (from Developing Markets)		42			36			34			37			149
General Corporate Expenses (from Developing Markets)		(8	)		1			(1	)		(6	)		(14	)

Certain U.S. Pension Plan Costs Restatement
Certain U.S. pension plan costs (to North America)		25			25			29			13			92
North America (from Certain U.S. pension plan costs)		(25	)		(25	)		(29	)		(13	)		(92	)

Operating Income - As Revised
Latin America		163			206			187			213			769
Asia Pacific		177			150			198			132			657
Eastern Europe, Middle East & Africa		138			141			107			120			506
Europe		426			432			449			455			1,762
North America		148			184			234			215			781
Unrealized G/(L) on hedging activities		18			23			1			(41	)		1
General corporate expenses		(111	)		(146	)		(284	)		(187	)		(728	)
Amortization of intangibles		(56	)		(53	)		(54	)		(54	)		(217	)
Gain/(Loss) on divestitures, net		—			—			—			107			107
Acquisition-related costs		—			—			—			(1	)		(1	)

Operating Income - As Revised	$	903		$	937		$	838		$	959		$	3,637

Schedule 4

Mondelēz International, Inc. and Subsidiaries

Segment Realignment

Full Year 2010 and Quarterly and Full Year 2011

($ in millions) (Unaudited)


	2010 Year			2011
	2010 Year			Q1			Q2			Q3			Q4			Year
Operating Income - As Reported
Developing Markets		1,533			393			506			570			534			2,003
Europe		1,115			308			415			334			349			1,406
North America		805			201			203			225			234			863
Unrealized G/(L) on hedging activities		38			65			(72	)		17			(46	)		(36	)
Certain U.S. pension plan costs		(56	)		(15	)		(19	)		(21	)		(21	)		(76	)
General corporate expenses		(511	)		(68	)		(61	)		(134	)		(174	)		(437	)
Amortization of intangibles		(210	)		(57	)		(57	)		(58	)		(53	)		(225	)
Gain/(Loss) on divestitures, net		—			—			—			—			—			—
Acquisition-related costs		(218	)		—			—			—			—			—

Operating Income - As Reported	$	2,496		$	827		$	915		$	933		$	823		$	3,498

Segment Realignment
Developing Markets (to Europe, Latin America, Asia Pacific, Eastern Europe, Middle East & Africa, General Corporate Expenses)		(1,533	)		(393	)		(506	)		(570	)		(534	)		(2,003	)
Latin America (from Developing Markets)		506			156			214			200			189			759
Asia Pacific (from Developing Markets)		565			174			166			183			159			682
Eastern Europe, Middle East & Africa (from Developing Markets)		350			27			101			146			159			433
Europe (from Developing Markets)		138			41			33			47			59			180
General Corporate Expenses (from Developing Markets)		(26	)		(5	)		(8	)		(6	)		(32	)		(51	)

Certain U.S. Pension Plan Costs Restatement
Certain U.S. pension plan costs (to North America)		56			15			19			21			21			76
North America (from Certain U.S. pension plan costs)		(56	)		(15	)		(19	)		(21	)		(21	)		(76	)

Operating Income - As Revised
Latin America		506			156			214			200			189			759
Asia Pacific		565			174			166			183			159			682
Eastern Europe, Middle East & Africa		350			27			101			146			159			433
Europe		1,253			349			448			381			408			1,586
North America		749			186			184			204			213			787
Unrealized G/(L) on hedging activities		38			65			(72	)		17			(46	)		(36	)
General corporate expenses		(537	)		(73	)		(69	)		(140	)		(206	)		(488	)
Amortization of intangibles		(210	)		(57	)		(57	)		(58	)		(53	)		(225	)
Gain/(Loss) on divestitures, net		—			—			—			—			—			—
Acquisition-related costs		(218	)		—			—			—			—			—

Operating Income - As Revised	$	2,496		$	827		$	915		$	933		$	823		$	3,498

Schedule 5

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Net Revenues

For the Twelve Months Ended December 31,

($ in millions) (Unaudited)


	As Revised (GAAP)			Impact of Divestitures ⁽¹⁾			Impact of Integration Program			Impact of Accounting Calendar Changes ⁽²⁾			Impact of Currency			Organic (Non-GAAP)
2012

Latin America	$	5,396		$	—		$	—		$	—		$	469		$	5,865
Asia Pacific		5,164			—			—			—			82			5,246
Eastern Europe, Middle East & Africa		3,735			—			—			—			177			3,912
Europe		13,817			(197	)		—			—			838			14,458
North America		6,903			(47	)		—			—			10			6,866


Mondelēz International	$	35,015		$	(244	)	$	—		$	—		$	1,576		$	36,347


2011

Latin America	$	5,403		$	—		$	—		$	(24	)	$	—		$	5,379
Asia Pacific		4,864			—			—			—			—			4,864
Eastern Europe, Middle East & Africa		3,836			—			—			(96	)		—			3,740
Europe		14,874			(255	)		1			(491	)		—			14,129
North America		6,833			(61	)		—			(68	)		—			6,704


Mondelēz International	$	35,810		$	(316	)	$	1		$	(679	)	$	—		$	34,816


																			Organic Growth Drivers
																			Vol / Mix			Price
% Change

Latin America		(0.1	)%		—	pp		—	pp		0.4	pp		8.7	pp		9.0	%		(0.5	)pp		9.5	pp
Asia Pacific		6.2	%		—			—			—			1.7			7.9	%		4.0			3.9
Eastern Europe, Middle East & Africa		(2.6	)%		—			—			2.6			4.6			4.6	%		2.5			2.1
Europe		(7.1	)%		0.3			—			3.4			5.7			2.3	%		1.5			0.8
North America		1.0	%		0.2			—			1.0			0.2			2.4	%		(1.2	)		3.6


Mondelēz International		(2.2	)%		0.2	pp		—	pp		2.0	pp		4.4	pp		4.4	%		1.1	pp		3.3	pp

⁽¹⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

⁽²⁾	Reflects changes to accounting calendar close schedule and includes the 53^rd week of shipments in 2011.

Schedule 6

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Net Revenues

For the Three Months Ended December 31,

($ in millions) (Unaudited)


	As Revised (GAAP)			Impact of Divestitures ⁽¹⁾			Impact of Integration Program			Impact of Accounting Calendar Changes ⁽²⁾			Impact of Currency			Organic (Non-GAAP)
2012

Latin America	$	1,400		$	—		$	—		$	—		$	92		$	1,492
Asia Pacific		1,394			—			—			—			(4	)		1,390
Eastern Europe, Middle East & Africa		1,035			—			—			—			12			1,047
Europe		3,850			(10	)		—			—			72			3,912
North America		1,816			(4	)		—			—			(10	)		1,802


Mondelēz International	$	9,495		$	(14	)	$	—		$	—		$	162		$	9,643


2011

Latin America	$	1,353		$	—		$	—		$	—		$	—		$	1,353
Asia Pacific		1,253			—			—			—			—			1,253
Eastern Europe, Middle East & Africa		1,066			—			—			(45	)		—			1,021
Europe		4,159			(38	)		1			(217	)		—			3,905
North America		1,848			(16	)		—			(68	)		—			1,764


Mondelēz International	$	9,679		$	(54	)	$	1		$	(330	)	$	—		$	9,296


																			Organic Growth Drivers
																			Vol / Mix			Price
% Change

Latin America		3.5	%		—	pp		—	pp		—	pp		6.8	pp		10.3	%		1.9	pp		8.4	pp
Asia Pacific		11.3	%		—			—			—			(0.4	)		10.9	%		6.8			4.1
Eastern Europe, Middle East & Africa		(2.9	)%		—			—			4.3			1.1			2.5	%		4.1			(1.6	)
Europe		(7.4	)%		0.7			(0.1	)		5.3			1.7			0.2	%		1.7			(1.5	)
North America		(1.7	)%		0.6			—			3.8			(0.5	)		2.2	%		(1.0	)		3.2


Mondelēz International		(1.9	)%		0.4	pp		—	pp		3.5	pp		1.7	pp		3.7	%		2.1	pp		1.6	pp

⁽¹⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

⁽²⁾	Reflects changes to accounting calendar close schedule and includes the 53^rd week of shipments in 2011.

Schedule 7

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Net Revenues

For the Three Months Ended September 30,

($ in millions) (Unaudited)


	As Revised (GAAP)			Impact of Divestitures ⁽¹⁾			Impact of Accounting Calendar Changes ⁽²⁾			Impact of Currency			Organic (Non-GAAP)
2012

Latin America	$	1,286		$	—		$	—		$	143		$	1,429
Asia Pacific		1,228			—			—			45			1,273
Eastern Europe, Middle East & Africa		886			—			—			61			947
Europe		3,158			(60	)		—			318			3,416
North America		1,768			(13	)		—			6			1,761


Mondelēz International	$	8,326		$	(73	)	$	—		$	573		$	8,826


2011

Latin America	$	1,379		$	—		$	—		$	—		$	1,379
Asia Pacific		1,249			—			—			—			1,249
Eastern Europe, Middle East & Africa		959			—			—			—			959
Europe		3,456			(72	)		—			—			3,384
North America		1,735			(14	)		—			—			1,721


Mondelēz International	$	8,778		$	(86	)	$	—		$	—		$	8,692


																Organic Growth Drivers
																Vol / Mix			Price
% Change

Latin America		(6.7	)%		—	pp		—	pp		10.3	pp		3.6	%		(4.5	)pp		8.1	pp
Asia Pacific		(1.7	)%		—			—			3.6			1.9	%		(2.7	)		4.6
Eastern Europe, Middle East & Africa		(7.6	)%		—			—			6.3			(1.3	)%		(1.4	)		0.1
Europe		(8.6	)%		0.1			—			9.4			0.9	%		1.7			(0.8	)
North America		1.9	%		0.1			—			0.3			2.3	%		(0.2	)		2.5


Mondelēz International		(5.1	)%		0.0	pp		—	pp		6.6	pp		1.5	%		(0.7	)pp		2.2	pp

⁽¹⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

⁽²⁾	Reflects changes to accounting calendar close schedule.

Schedule 8

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Net Revenues

For the Three Months Ended June 30,

($ in millions) (Unaudited)


	As Revised (GAAP)			Impact of Divestitures ⁽¹⁾			Impact of Accounting Calendar Changes ⁽²⁾			Impact of Currency			Organic (Non-GAAP)
2012

Latin America	$	1,340		$	—		$	—		$	168		$	1,508
Asia Pacific		1,222			—			—			56			1,278
Eastern Europe, Middle East & Africa		965			—			—			72			1,037
Europe		3,315			(78	)		—			341			3,578
North America		1,685			(17	)		—			13			1,681


Mondelēz International	$	8,527		$	(95	)	$	—		$	650		$	9,082


2011

Latin America	$	1,415		$	—		$	(24	)	$	—		$	1,391
Asia Pacific		1,172			—			—			—			1,172
Eastern Europe, Middle East & Africa		1,015			—			(51	)		—			964
Europe		3,913			(99	)		(274	)		—			3,540
North America		1,648			(16	)		—			—			1,632


Mondelēz International	$	9,163		$	(115	)	$	(349	)	$	—		$	8,699


																Organic Growth Drivers
																Vol / Mix			Price
% Change

Latin America		(5.3	)%		—	pp		1.8	pp		11.9	pp		8.4	%		(1.6	)pp		10.0	pp
Asia Pacific		4.3	%		—			—			4.7			9.0	%		5.7			3.3
Eastern Europe, Middle East & Africa		(4.9	)%		—			5.4			7.1			7.6	%		4.5			3.1
Europe		(15.3	)%		0.2			7.3			8.9			1.1	%		(1.7	)		2.8
North America		2.2	%		—			—			0.8			3.0	%		(2.4	)		5.4


Mondelēz International		(6.9	)%		0.1	pp		4.0	pp		7.2	pp		4.4	%		(0.1	)pp		4.5	pp

⁽¹⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

⁽²⁾	Reflects changes to accounting calendar close schedule.

Schedule 9

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Net Revenues

For the Three Months Ended March 31,

($ in millions) (Unaudited)


	As Revised (GAAP)			Impact of Divestitures ⁽¹⁾			Impact of Accounting Calendar Changes ⁽²⁾			Impact of Currency			Organic (Non-GAAP)
2012

Latin America	$	1,370		$	—		$	—		$	66		$	1,436
Asia Pacific		1,320			—			—			(15	)		1,305
Eastern Europe, Middle East & Africa		849			—			—			32			881
Europe		3,494			(49	)		—			107			3,552
North America		1,634			(13	)		—			1			1,622


Mondelēz International	$	8,667		$	(62	)	$	—		$	191		$	8,796


2011

Latin America	$	1,256		$	—		$	—		$	—		$	1,256
Asia Pacific		1,190			—			—			—			1,190
Eastern Europe, Middle East & Africa		796			—			—			—			796
Europe		3,346			(46	)		—			—			3,300
North America		1,602			(15	)		—			—			1,587


Mondelēz International	$	8,190		$	(61	)	$	—		$	—		$	8,129


																Organic Growth Drivers
																Vol / Mix			Price
% Change

Latin America		9.1	%		—	pp		—	pp		5.2	pp		14.3	%		2.7	pp		11.6	pp
Asia Pacific		10.9	%		—			—			(1.2	)		9.7	%		6.0			3.7
Eastern Europe, Middle East & Africa		6.7	%		—			—			4.0			10.7	%		2.7			8.0
Europe		4.4	%		—			—			3.2			7.6	%		4.7			2.9
North America		2.0	%		0.1			—			0.1			2.2	%		(1.3	)		3.5


Mondelēz International		5.8	%		0.1	pp		—	pp		2.3	pp		8.2	%		3.2	pp		5.0	pp

⁽¹⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

⁽²⁾	Reflects changes to accounting calendar close schedule.

Schedule 10

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Net Revenues

For the Twelve Months Ended December 31,

($ in millions) (Unaudited)


	As Revised (GAAP)			Impact of Acquisitions			Impact of Divestitures ⁽¹⁾			Impact of Integration			Impact of Accounting Calendar Changes ⁽²⁾			Impact of Currency			Organic (Non-GAAP)
2011

Latin America	$	5,403		$	(104	)	$	—		$	—		$	(24	)	$	(88	)	$	5,187
Asia Pacific		4,864			(200	)		—			—			—			(283	)		4,381
Eastern Europe, Middle East & Africa		3,836			(75	)		—			—			(96	)		19			3,684
Europe		14,874			(201	)		—			1			(466	)		(677	)		13,531
North America		6,833			(117	)		—			—			(69	)		(45	)		6,602


Mondelēz International	$	35,810		$	(697	)	$	—		$	1		$	(655	)	$	(1,074	)	$	33,385


2010

Latin America	$	4,541		$	—		$	—		$	—		$	(38	)	$	—		$	4,503
Asia Pacific		4,042			—			—			—			(110	)		—			3,932
Eastern Europe, Middle East & Africa		3,354			—			—			1			—			—			3,355
Europe		13,111			—			(105	)		—			(45	)		—			12,961
North America		6,441			—			—			—			—			—			6,441


Mondelēz International	$	31,489		$	—		$	(105	)	$	1		$	(193	)	$	—		$	31,192


																						Organic Growth Drivers
																						Vol / Mix			Price
% Change

Latin America		19.0	%		(2.3	)pp		—	pp		—	pp		0.5	pp		(2.0	)pp		15.2	%		4.4	pp		10.8	pp
Asia Pacific		20.3	%		(5.1	)		—			—			3.2			(7.0	)		11.4	%		8.6			2.8
Eastern Europe, Middle East & Africa		14.4	%		(2.2	)		—			(0.1	)		(2.9	)		0.6			9.8	%		1.8			8.0
Europe		13.4	%		(1.6	)		0.9			0.1			(3.2	)		(5.2	)		4.4	%		(0.3	)		4.7
North America		6.1	%		(1.8	)		—			—			(1.1	)		(0.7	)		2.5	%		(1.0	)		3.5


Mondelēz International		13.7	%		(2.3	)pp		0.4	pp		—	pp		(1.4	)pp		(3.4	)pp		7.0	%		1.5	pp		5.5	pp

⁽¹⁾	Reflects divestitures that occurred in 2010; there were no divestitures that occurred in 2011.

⁽²⁾	Reflects changes to accounting calendar close schedule and includes the 53^rd week of shipments in 2011.

Schedule 11

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income

For the Twelve Months Ended December 31,

($ in millions) (Unaudited)


																												% Change
	As Revised (GAAP)			Integration Program costs ⁽¹⁾		Spin-Off Costs and Related Adjust- ments ⁽²⁾		2012-2014 Restru- cturing Program costs ⁽³⁾			Operating income from divested busi- nesses ⁽⁴⁾			Gain on dives- titures, net			Acquisition- related costs		As Adjusted (Non-GAAP)			Impact of Currency			As Adjusted @ Constant FX (Non-GAAP)			As Revised (GAAP)			As Adjusted (Non-GAAP)			As Adjusted @ Constant FX (Non-GAAP)
2012
Latin America	$	769		$	30	$	8	$	7		$	—		$	—		$	—	$	814		$	46		$	860			1.3	%		(1.2	)%		4.4	%
Asia Pacific		657			40		19		—			—			—			—		716			6			722			(3.7	)%		(2.1	)%		(1.2	)%
Eastern Europe, Middle East & Africa		506			13		—		—			—			—			—		519			19			538			16.9	%		9.0	%		13.0	%
Europe		1,762			47		1		6			(51	)		—			—		1,765			98			1,863			11.1	%		(1.6	)%		3.8	%
North America		781			6		77		98			(7	)		—			—		955			3			958			(0.8	)%		1.9	%		2.2	%
Unrealized G/(L) on hedging activities		1			—		—		—			—			—			—		1			—			1			100.0+	%		100.0+	%		100.0+	%
General corporate expenses		(728	)		4		407		(1	)		—			—			—		(318	)		(8	)		(326	)		(49.2	)%		21.3	%		19.3	%
Amortization of intangibles		(217	)		—		—		—			—			—			—		(217	)		(11	)		(228	)		3.6	%		3.6	%		(1.3	)%
Gain on divestitures, net		107			—		—		—			—			(107	)		—		—			—			—			100.0	%		—			—
Acquisition-related costs		(1	)		—		—		—			—			—			1		—			—			—			(100.0	)%		—			—

Mondelēz International	$	3,637		$	140	$	512	$	110		$	(58	)	$	(107)		$	1	$	4,235		$	153		$	4,388			4.0	%		3.4	%		7.1	%


2011
Latin America	$	759		$	65	$	—	$	—		$	—		$	—		$	—	$	824		$	—		$	824
Asia Pacific		682			49		—		—			—			—			—		731			—			731
Eastern Europe, Middle East & Africa		433			43		—		—			—			—			—		476			—			476
Europe		1,586			260		—		—			(52	)		—			—		1,794			—			1,794
North America		787			66		91		—			(7	)		—			—		937			—			937
Unrealized G/(L) on hedging activities		(36	)		—		—		—			—			—			—		(36	)		—			(36	)
General corporate expenses		(488	)		38		46		—			—			—			—		(404	)		—			(404	)
Amortization of intangibles		(225	)		—		—		—			—			—			—		(225	)		—			(225	)
Gain on divestitures, net		—			—		—		—			—			—			—		—			—			—
Acquisition-related costs		—			—		—		—			—			—			—		—			—			—

Mondelēz International	$	3,498		$	521	$	137	$	—		$	(59	)	$	—		$	—	$	4,097		$	—		$	4,097

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

⁽³⁾	Restructuring Program costs represent restructuring and related implementation costs reflecting primarily severance, asset disposals and other manufacturing related costs.

⁽⁴⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

Schedule 12

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income

For the Three Months Ended December 31,

($ in millions) (Unaudited)


																												% Change
	As Revised (GAAP)			Integration Program costs ⁽¹⁾		Spin-Off Costs and Related Adjust- ments ⁽²⁾		2012-2014 Restru- cturing Program costs ⁽³⁾			Operating income from divested busi- nesses ⁽⁴⁾			Gain on dives- titures, net			Acquisition- related costs		As Adjusted (Non-GAAP)			Impact of Currency			As Adjusted @ Constant FX (Non-GAAP)			As Revised (GAAP)			As Adjusted (Non-GAAP)			As Adjusted @ Constant FX (Non-GAAP)
2012
Latin America	$	213		$	10	$	2	$	—		$	—		$	—		$	—	$	225		$	16		$	241			12.7	%		8.2	%		15.9	%
Asia Pacific		132			17		—		—			—			—			—		149			(3	)		146			(17.0	)%		(13.4	)%		(15.1	)%
Eastern Europe, Middle East & Africa		120			7		—		—			—			—			—		127			3			130			(24.5	)%		(24.0	)%		(22.2	)%
Europe		455			38		1		6			(5	)		—			—		495			3			498			11.5	%		0.2	%		0.8	%
North America		215			2		9		37			1			—			—		264			—			264			0.9	%		1.9	%		1.9	%
Unrealized G/(L) on hedging activities		(41	)		—		—		—			—			—			—		(41	)		—			(41	)		10.9	%		10.9	%		10.9	%
General corporate expenses		(187	)		2		67		(2	)		1			—			—		(119	)		4			(115	)		9.2	%		19.0	%		21.8	%
Amortization of intangibles		(54	)		—		—		—			—			—			—		(54	)		(3	)		(57	)		(1.9	)%		(1.9	)%		(7.5	)%
Gain on divestitures, net		107			—		—		—			—			(107	)		—		—			—			—			100.0	%		—			—
Acquisition-related costs		(1	)		—		—		—			—			—			1		—			—			—			(100.0	)%		—			—

Mondelēz International	$	959		$	76	$	79	$	41		$	(3	)	$	(107)		$	1	$	1,046		$	20		$	1,066			16.5	%		(0.8	)%		1.1	%


2011
Latin America	$	189		$	19	$	—	$	—		$	—		$	—		$	—	$	208		$	—		$	208
Asia Pacific		159			13		—		—			—			—			—		172			—			172
Eastern Europe, Middle East & Africa		159			8		—		—			—			—			—		167			—			167
Europe		408			91		—		—			(5	)		—			—		494			—			494
North America		213			25		23		—			(2	)		—			—		259			—			259
Unrealized G/(L) on hedging activities		(46	)		—		—		—			—			—			—		(46	)		—			(46	)
General corporate expenses		(206	)		13		46		—			—			—			—		(147	)		—			(147	)
Amortization of intangibles		(53	)		—		—		—			—			—			—		(53	)		—			(53	)
Gain on divestitures, net		—			—		—		—			—			—			—		—			—			—
Acquisition-related costs		—			—		—		—			—			—			—		—			—			—

Mondelēz International	$	823		$	169	$	69	$	—		$	(7	)	$	—		$	—	$	1,054		$	—		$	1,054

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

⁽³⁾	Restructuring Program costs represent restructuring and related implementation costs reflecting primarily severance, asset disposals and other manufacturing related costs.

⁽⁴⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

Schedule 13

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income

For the Three Months Ended September 30,

($ in millions) (Unaudited)


																									% Change
	As Revised (GAAP)			Integration Program costs ⁽¹⁾			Spin-Off Costs and Related Adjust- ments ⁽²⁾		2012-2014 Restru- cturing Program costs ⁽³⁾		Operating income from divested busi- nesses ⁽⁴⁾			Gain on dives- titures, net		As Adjusted (Non-GAAP)			Impact of Currency			As Adjusted @ Constant FX (Non-GAAP)			As Revised (GAAP)			As Adjusted (Non-GAAP)			As Adjusted @ Constant FX (Non-GAAP)
2012
Latin America	$	187		$	5		$	6	$	2	$	—		$	—	$	200		$	15		$	215			(6.5	)%		(5.7	)%		1.4	%
Asia Pacific		198			4			19		—		—			—		221			5			226			8.2	%		15.1	%		17.7	%
Eastern Europe, Middle East & Africa		107			2			—		—		—			—		109			5			114			(26.7	)%		(29.2	)%		(26.0	)%
Europe		449			(28	)		—		—		(19	)		—		402			35			437			17.8	%		(3.8	)%		4.5	%
North America		234			3			23		15		(3	)		—		272			(1	)		271			14.7	%		11.5	%		11.1	%
Unrealized G/(L) on hedging activities		1			—			—		—		—			—		1			—			1			(94.1	)%		(94.1	)%		(94.1	)%
General corporate expenses		(284	)		—			200		1		(1	)		—		(84	)		(3	)		(87	)		(100.0+	)%		37.3	%		35.1	%
Amortization of intangibles		(54	)		—			—		—		—			—		(54	)		(1	)		(55	)		6.9	%		6.9	%		5.2	%
Gain on divestitures, net		—			—			—		—		—			—		—			—			—			—			—			—
Acquisition-related costs		—			—			—		—		—			—		—			—			—			—			—			—

Mondelēz International	$	838		$	(14	)	$	248	$	18	$	(23)		$	—	$	1,067		$	55		$	1,122			(10.2	)%		2.1	%		7.4	%


2011
Latin America	$	200		$	12		$	—	$	—	$	—		$	—	$	212		$	—		$	212
Asia Pacific		183			9			—		—		—			—		192			—			192
Eastern Europe, Middle East & Africa		146			8			—		—		—			—		154			—			154
Europe		381			58			—		—		(21	)		—		418			—			418
North America		204			19			22		—		(1	)		—		244			—			244
Unrealized G/(L) on hedging activities		17			—			—		—		—			—		17			—			17
General corporate expenses		(140	)		6			1		—		(1	)		—		(134	)		—			(134	)
Amortization of intangibles		(58	)		—			—		—		—			—		(58	)		—			(58	)
Gain on divestitures, net		—			—			—		—		—			—		—			—			—
Acquisition-related costs		—			—			—		—		—			—		—			—			—

Mondelēz International	$	933		$	112		$	23	$	—	$	(23)		$	—	$	1,045		$	—		$	1,045

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

⁽³⁾	Restructuring Program costs represent restructuring and related implementation costs reflecting primarily severance, asset disposals and other manufacturing related costs.

⁽⁴⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

Schedule 14

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income

For the Three Months Ended June 30,

($ in millions) (Unaudited)


																										% Change
	As Revised (GAAP)			Integration Program costs ⁽¹⁾			Spin-Off Costs and Related Adjust- ments ⁽²⁾			2012-2014 Restru- cturing Program costs ⁽³⁾		Operating income from divested busi- nesses ⁽⁴⁾			Gain on dives- titures, net		As Adjusted (Non-GAAP)			Impact of Currency			As Adjusted @ Constant FX (Non-GAAP)			As Revised (GAAP)			As Adjusted (Non-GAAP)			As Adjusted @ Constant FX (Non-GAAP)
2012
Latin America	$	206		$	6		$	—		$	5	$	—		$	—	$	217		$	21		$	238			(3.7	)%		(6.9	)%		2.1	%
Asia Pacific		150			9			—			—		—			—		159			5			164			(9.6	)%		(12.6	)%		(9.9	)%
Eastern Europe, Middle East & Africa		141			2			—			—		—			—		143			11			154			39.6	%		18.2	%		27.3	%
Europe		432			18			—			—		(16	)		—		434			45			479			(3.6	)%		(10.9	)%		(1.6	)%
North America		184			(2	)		22			23		(2	)		—		225			4			229			—			1.8	%		3.6	%
Unrealized G/(L) on hedging activities		23			—			—			—		—			—		23			—			23			100.0+	%		100.0+	%		100.0+	%
General corporate expenses		(146	)		2			101			1		—			—		(42	)		(8	)		(50	)		(100.0+	)%		31.1	%		18.0	%
Amortization of intangibles		(53	)		—			—			—		—			—		(53	)		(8	)		(61	)		7.0	%		7.0	%		(7.0	)%
Gain on divestitures, net		—			—			—			—		—			—		—			—			—			—			—			—
Acquisition-related costs		—			—			—			—		—			—		—			—			—			—			—			—

Mondelēz International	$	937		$	35		$	123		$	29	$	(18)		$	—	$	1,106		$	70		$	1,176			2.4	%		4.9	%		11.6	%


2011
Latin America	$	214		$	19		$	—		$	—	$	—		$	—	$	233		$	—		$	233
Asia Pacific		166			16			—			—		—			—		182			—			182
Eastern Europe, Middle East & Africa		101			20			—			—		—			—		121			—			121
Europe		448			58			—			—		(19	)		—		487			—			487
North America		184			14			23			—		—			—		221			—			221
Unrealized G/(L) on hedging activities		(72	)		—			—			—		—			—		(72	)		—			(72	)
General corporate expenses		(69	)		9			(1	)		—		—			—		(61	)		—			(61	)
Amortization of intangibles		(57	)		—			—			—		—			—		(57	)		—			(57	)
Gain on divestitures, net		—			—			—			—		—			—		—			—			—
Acquisition-related costs		—			—			—			—		—			—		—			—			—

Mondelēz International	$	915		$	136		$	22		$	—	$	(19)		$	—	$	1,054		$	—		$	1,054

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

⁽³⁾	Restructuring Program costs represent restructuring and related implementation costs reflecting primarily severance, asset disposals and other manufacturing related costs.

⁽⁴⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

Schedule 15

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income

For the Three Months Ended March 31,

($ in millions) (Unaudited)


																									% Change
	As Revised (GAAP)			Integration Program costs ⁽¹⁾		Spin-Off Costs and Related Adjust- ments ⁽²⁾		2012-2014 Restru- cturing Program costs ⁽³⁾			Operating income from divested busi- nesses ⁽⁴⁾			Gain on dives- titures, net		As Adjusted (Non-GAAP)			Impact of Currency			As Adjusted @ Constant FX (Non-GAAP)			As Revised (GAAP)			As Adjusted (Non-GAAP)			As Adjusted @ Constant FX (Non-GAAP)
2012
Latin America	$	163		$	9	$	—	$	—		$	—		$	—	$	172		$	(6	)	$	166			4.5	%		0.6	%		(2.9	)%
Asia Pacific		177			10		—		—			—			—		187			(1	)		186			1.7	%		1.1	%		0.5	%
Eastern Europe, Middle East & Africa		138			2		—		—			—			—		140			—			140			100.0+	%		100.0+	%		100.0+	%
Europe		426			19		—		—			(11	)		—		434			15			449			22.1	%		9.9	%		13.7	%
North America		148			3		23		23			(3	)		—		194			—			194			(20.4	)%		(8.9	)%		(8.9	)%
Unrealized G/(L) on hedging activities		18			—		—		—			—			—		18			—			18			(72.3	)%		(72.3	)%		(72.3	)%
General corporate expenses		(111	)		—		39		(1	)		—			—		(73	)		(1	)		(74	)		(52.1	)%		(17.7	)%		(19.4	)%
Amortization of intangibles		(56	)		—		—		—			—			—		(56	)		1			(55	)		1.8	%		1.8	%		3.5	%
Gain on divestitures, net		—			—		—		—			—			—		—			—			—			—			—			—
Acquisition-related costs		—			—		—		—			—			—		—			—			—			—			—			—

Mondelēz International	$	903		$	43	$	62	$	22		$	(14)		$	—	$	1,016		$	8		$	1,024			9.2	%		7.6	%		8.5	%


2011
Latin America	$	156		$	15	$	—	$	—		$	—		$	—	$	171		$	—		$	171
Asia Pacific		174			11		—		—			—			—		185			—			185
Eastern Europe, Middle East & Africa		27			7		—		—			—			—		34			—			34
Europe		349			53		—		—			(7	)		—		395			—			395
North America		186			8		23		—			(4	)		—		213			—			213
Unrealized G/(L) on hedging activities		65			—		—		—			—			—		65			—			65
General corporate expenses		(73	)		10		—		—			1			—		(62	)		—			(62	)
Amortization of intangibles		(57	)		—		—		—			—			—		(57	)		—			(57	)
Gain on divestitures, net		—			—		—		—			—			—		—			—			—
Acquisition-related costs		—			—		—		—			—			—		—			—			—

Mondelēz International	$	827		$	104	$	23	$	—		$	(10)		$	—	$	944		$	—		$	944

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

⁽³⁾	Restructuring Program costs represent restructuring and related implementation costs reflecting primarily severance, asset disposals and other manufacturing related costs.

⁽⁴⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

Schedule 16

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income

For the Twelve Months Ended December 31,

($ in millions) (Unaudited)


																								% Change
	As Revised (GAAP)			Integration Program costs ⁽¹⁾		Spin-Off Costs and Related Adjust- ments ⁽²⁾		Operating income from divested busi- nesses ⁽³⁾			Gain on dives- titures, net		Acquisition- related costs		As Adjusted (Non-GAAP)			Impact of Currency			As Adjusted @ Constant FX (Non-GAAP)			As Revised (GAAP)			As Adjusted (Non-GAAP)			As Adjusted @ Constant FX (Non-GAAP)
2011
Latin America	$	759		$	65	$	—	$	—		$	—	$	—	$	824		$	(41	)	$	783			50.0	%		46.9	%		39.6	%
Asia Pacific		682			49		—		—			—		—		731			(49	)		682			20.7	%		13.2	%		5.6	%
Eastern Europe, Middle East & Africa		433			43		—		—			—		—		476			2			478			23.7	%		20.5	%		21.0	%
Europe		1,586			260		—		—			—		—		1,846			(80	)		1,766			26.6	%		18.9	%		13.7	%
North America		787			66		91		—			—		—		944			(7	)		937			5.1	%		4.8	%		4.0	%
Unrealized G/(L) on hedging activities		(36	)		—		—		—			—		—		(36	)		—			(36	)		(100.0+	)%		(100.0+	)%		(100.0+	)%
General corporate expenses		(488	)		38		46		—			—		—		(404	)		4			(400	)		9.1	%		(5.8	)%		(4.7	)%
Amortization of intangibles		(225	)		—		—		—			—		—		(225	)		12			(213	)		(7.1	)%		(7.1	)%		(1.4	)%
Gain on divestitures, net		—			—		—		—			—		—		—			—			—			—			—			—
Acquisition-related costs		—			—		—		—			—		—		—			—			—			100.0	%		—			—

Mondelēz International	$	3,498		$	521	$	137	$	—		$	—	$	—	$	4,156		$	(159	)	$	3,997			40.1	%		18.7	%		14.1	%


2010
Latin America	$	506		$	47	$	—	$	—		$	—	$	8	$	561		$	—		$	561
Asia Pacific		565			72		—		—			—		9		646			—			646
Eastern Europe, Middle East & Africa		350			39		—		—			—		6		395			—			395
Europe		1,253			279		—		(4	)		—		25		1,553			—			1,553
North America		749			54		91		—			—		7		901			—			901
Unrealized G/(L) on hedging activities		38			—		—		—			—		—		38			—			38
General corporate expenses		(537	)		155		—		—			—		—		(382	)		—			(382	)
Amortization of intangibles		(210	)		—		—		—			—		—		(210	)		—			(210	)
Gain on divestitures, net		—			—		—		—			—		—		—			—			—
Acquisition-related costs		(218	)		—		—		—			—		218		—			—			—

Mondelēz International	$	2,496		$	646	$	91	$	(4	)	$	—	$	273	$	3,502		$	—		$	3,502

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

⁽³⁾	Reflects divestitures that occurred in 2010; there were no divestitures that occurred in 2011.

Schedule 17

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income/Net Earnings/Earnings per Share

For the Twelve Months Ended December 31, 2012

(in millions of dollars, except per share data) (Unaudited)


	As Reported (GAAP)			Integration Program Costs ⁽¹⁾		Spin-Off Costs ⁽²⁾			Spin-Off Pension Adjustment ⁽²⁾		Spin-Off Interest Adjustment ⁽²⁾			2012-2014 Restructuring Program Costs ⁽³⁾		Operating Income from Divested Businesses			Gain on Divestitures, net			Acquisition- Related Costs		As Adjusted (Non-GAAP)

Operating income	$	3,637		$	140	$	444		$	68	$	—		$	110	$	(58	)	$	(107	)	$	1	$	4,235
Operating income margin		10.4	%																						12.2	%

Interest and other expense, net		1,863			—		(609	)		—		(161	)		—		—			—			—		1,093


Earnings from continuing operations before income taxes		1,774			140		1,053			68		161			110		(58	)		(107	)		1		3,142

Provision for income taxes		207			6		347			26		60			40		(13	)		(48	)		—		625
Effective tax rate		11.7	%																						19.9	%


Earnings from continuing operations	$	1,567		$	134	$	706		$	42	$	101		$	70	$	(45	)	$	(59	)	$	1	$	2,517

Noncontrolling interest		27			—		—			—		—			—		—			—			—		27


Net earnings attributable to Mondelēz International	$	1,540		$	134	$	706		$	42	$	101		$	70	$	(45	)	$	(59	)	$	1	$	2,490


	As Reported (GAAP)																							Operating (Non-GAAP)
Per share data:
Diluted earnings per share attributable to Mondelēz International:
- Continuing operations	$	0.86		$	0.08	$	0.39		$	0.02	$	0.06		$	0.04	$	(0.03	)	$	(0.03	)	$	—	$	1.39

Average shares outstanding:
Diluted		1,789

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

Spin-Off Costs represent 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 Mondelēz International business. Spin-Off related adjustments refers to: (a) a 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; and (b) an interest adjustment defined as the interest expense associated with the assumed reduction of the $6 billion of our debt on January 1, 2011, from the utilization of funds received from the $6 billion of notes Kraft Foods Group issued directly and cash proceeds distributed to us in June 2012 in connection with our Spin-Off capitalization plan.

⁽³⁾	Restructuring Program costs represent restructuring and related implementation costs reflecting primarily severance, asset disposals and other manufacturing related costs.

⁽⁴⁾	Reflects divestitures that occurred in 2012.

Schedule 18

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income/Net Earnings/Earnings per Share

For the Three Months Ended December 31, 2012

(in millions of dollars, except per share data) (Unaudited)


	As Reported (GAAP)			Integration Program Costs ⁽¹⁾		Spin-Off Costs ⁽²⁾		Spin-Off Pension Adjustment ⁽²⁾		Spin-Off Interest Adjustment ⁽²⁾			2012-2014 Restructuring Program Costs ⁽³⁾		Operating Income from Divested Businesses ⁽⁴⁾			Gain on Divestitures, net			Acquisition- Related Costs		As Adjusted (Non-GAAP)

Operating income	$	959		$	76	$	79	$	—	$	—		$	41	$	(3	)	$	(107	)	$	1	$	1,046
Operating income margin		10.1	%																					11.0	%

Interest and other expense, net		295			—		10		—		(26	)		—		—			—			—		279


Earnings from continuing operations before income taxes		664			76		69		—		26			41		(3	)		(107	)		1		767

Provision for income taxes		103			10		17		—		10			15		(1	)		(48	)		—		106
Effective tax rate		15.5	%																					13.8	%


Earnings from continuing operations	$	561		$	66	$	52	$	—	$	16		$	26	$	(2	)	$	(59	)	$	1	$	661

Noncontrolling interest		9			—		—		—		—			—		—			—			—		9


Net earnings attributable to Mondelēz International	$	552		$	66	$	52	$	—	$	16		$	26	$	(2	)	$	(59	)	$	1	$	652


	As Reported (GAAP)																						Operating (Non-GAAP)
Per share data:
Diluted earnings per share attributable to Mondelēz International:
- Continuing operations	$	0.31		$	0.03	$	0.03	$	—	$	0.01		$	0.01	$	—		$	(0.03	)	$	—	$	0.36

Average shares outstanding:
Diluted		1,793

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

⁽³⁾	Restructuring Program costs represent restructuring and related implementation costs reflecting primarily severance, asset disposals and other manufacturing related costs.

⁽⁴⁾	Reflects divestitures that occurred in 2012.

Schedule 19

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income/Net Earnings/Earnings per Share

For the Three Months Ended September 30, 2012

(in millions of dollars, except per share data) (Unaudited)


	As Reported (GAAP)			Integration Program Costs ⁽¹⁾			Spin-Off Costs ⁽²⁾			Spin-Off Pension Adjustment ⁽²⁾		Spin-Off Interest Adjustment ⁽²⁾			2012-2014 Restructuring Program Costs ⁽³⁾		Operating Income from Divested Businesses ⁽⁴⁾			Gain on Divestitures, net		Acquisition- Related Costs		As Adjusted (Non-GAAP)

Operating income	$	838		$	(14	)	$	226		$	22	$	—		$	18	$	(23	)	$	—	$	—	$	1,067
Operating income margin		10.1	%																						12.9	%

Interest and other expense, net		737			—			(457	)		—		(26	)		—		—			—		—		(254	)


Earnings from continuing operations before income taxes		101			(14	)		683			22		26			18		(23	)		—		—		813

Provision for income taxes		(76	)		(9	)		231			8		10			7		(5	)		—		—		166
Effective tax rate		-75.2	%																						20.4	%


Earnings from continuing operations	$	177		$	(5	)	$	452		$	14	$	16		$	11	$	(18	)	$	—	$	—	$	647

Noncontrolling interest		7			—			—			—		—			—		—			—		—		7


Net earnings attributable to Mondelēz International	$	170		$	(5	)	$	452		$	14	$	16		$	11	$	(18	)	$	—	$	—	$	640


	As Reported (GAAP)																							Operating (Non-GAAP)
Per share data:
Diluted earnings per share attributable to Mondelēz International:
- Continuing operations	$	0.10		$	—		$	0.25		$	0.01	$	0.01		$	0.01	$	(0.01	)	$	—	$	—	$	0.36	*

Average shares outstanding:
Diluted		1,789

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

⁽³⁾	Restructuring Program costs represent restructuring and related implementation costs reflecting primarily severance, asset disposals and other manufacturing related costs.

⁽⁴⁾	Reflects divestitures that occurred in 2012.

*	Does not foot across due to rounding

Schedule 20

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income/Net Earnings/Earnings per Share

For the Three Months Ended June 30, 2012

(in millions of dollars, except per share data) (Unaudited)


	As Reported (GAAP)			Integration Program Costs ⁽¹⁾		Spin-Off Costs ⁽²⁾			Spin-Off Pension Adjustment ⁽²⁾		Spin-Off Interest Adjustment ⁽²⁾			2012-2014 Restructuring Program Costs ⁽³⁾		Operating Income from Divested Businesses ⁽⁴⁾			Gain on Divestitures, net		Acquisition- Related Costs		As Adjusted (Non-GAAP)

Operating income	$	937		$	35	$	100		$	23	$	—		$	29	$	(18	)	$	—	$	—	$	1,106
Operating income margin		11.0	%																					13.1	%

Interest and other expense, net		344			—		(28	)		—		(36	)		—		—			—		—		280


Earnings from continuing operations before income taxes		593			35		128			23		36			29		(18	)		—		—		826

Provision for income taxes		103			2		39			9		13			10		(4	)		—		—		172
Effective tax rate		17.4	%																					20.8	%


Earnings from continuing operations	$	490		$	33	$	89		$	14	$	23		$	19	$	(14	)	$	—	$	—	$	654

Noncontrolling interest		5			—		—			—		—			—		—			—		—		5


Net earnings attributable to Mondelēz International	$	485		$	33	$	89		$	14	$	23		$	19	$	(14	)	$	—	$	—	$	649


	As Reported (GAAP)																						Operating (Non-GAAP)
Per share data:
Diluted earnings per share attributable to Mondelēz International:
- Continuing operations	$	0.27		$	0.02	$	0.05		$	0.01	$	0.01		$	0.01	$	(0.01	)	$	—	$	—	$	0.36

Average shares outstanding:
Diluted		1,786

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

⁽³⁾	Restructuring Program costs represent restructuring and related implementation costs reflecting primarily severance, asset disposals and other manufacturing related costs.

⁽⁴⁾	Reflects divestitures that occurred in 2012.

Schedule 21

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income/Net Earnings/Earnings per Share

For the Three Months Ended March 31, 2012

(in millions of dollars, except per share data) (Unaudited)


	As Reported (GAAP)			Integration Program Costs ⁽¹⁾		Spin-Off Costs ⁽²⁾			Spin-Off Pension Adjustment ⁽²⁾		Spin-Off Interest Adjustment ⁽²⁾			2012-2014 Restructuring Program Costs ⁽³⁾		Operating Income from Divested Businesses ⁽⁴⁾			Gain on Divestitures, net		Acquisition- Related Costs		As Adjusted (Non-GAAP)

Operating income	$	903		$	43	$	39		$	23	$	—		$	22	$	(14	)	$	—	$	—	$	1,016
Operating income margin		10.4	%																					11.8	%

Interest and other expense, net		487			—		(134	)		—		(73	)		—		—			—		—		280


Earnings from continuing operations before income taxes		416			43		173			23		73			22		(14	)		—		—		736

Provision for income taxes		77			3		60			9		27			8		(3	)		—		—		181
Effective tax rate		18.5	%																					24.6	%


Earnings from continuing operations	$	339		$	40	$	113		$	14	$	46		$	14	$	(11	)	$	—	$	—	$	555

Noncontrolling interest		6			—		—			—		—			—		—			—		—		6


Net earnings attributable to Mondelēz International	$	333		$	40	$	113		$	14	$	46		$	14	$	(11	)	$	—	$	—	$	549


	As Reported (GAAP)																						Operating (Non-GAAP)
Per share data:
Diluted earnings per share attributable to Mondelēz International:
- Continuing operations	$	0.19		$	0.02	$	0.06		$	0.01	$	0.03		$	0.01	$	(0.01	)	$	—	$	—	$	0.31

Average shares outstanding:
Diluted		1,783

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

⁽³⁾	Restructuring Program costs represent restructuring and related implementation costs reflecting primarily severance, asset disposals and other manufacturing related costs.

⁽⁴⁾	Reflects divestitures that occurred in 2012.

Schedule 22

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income/Net Earnings/Earnings per Share

For the Twelve Months Ended December 31, 2011

(in millions of dollars, except per share data) (Unaudited)


	As Reported (GAAP)			Integration Program Costs ⁽¹⁾		Spin-Off Costs ⁽²⁾		Spin-Off Pension Adjustment ⁽²⁾		Spin-Off Interest Adjustment ⁽²⁾			Operating Income from Divested Businesses ⁽³⁾			As Adjusted (Non-GAAP)

Operating income	$	3,498		$	521	$	46	$	91	$	—		$	(59	)	$	4,097
Operating income margin		9.8	%														11.5	%

Interest and other expense, net		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


Net earnings attributable to Mondelēz International	$	1,717		$	497	$	33	$	57	$	193		$	(45	)	$	2,452


	As Reported (GAAP)															Operating (Non-GAAP)
Per share data:
Diluted earnings per share attributable to Mondelēz International:
- Continuing operations	$	0.97		$	0.28	$	0.02	$	0.03	$	0.11		$	(0.03	)	$	1.38

Average shares outstanding:
Diluted		1,772

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

Spin-Off Costs represent 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 Mondelēz International business. Spin-Off related adjustments refers to: (a) a 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; and (b) and interest adjustment defined as the interest expense associated with the assumed reduction of the $6 billion of our debt on January 1, 2011, from the utilization of funds received from the $6 billion of notes Kraft Foods Group issued directly and cash proceeds distributed to us in June 2012 in connection with our Spin-Off capitalization plan.

⁽³⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

Schedule 23

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income/Net Earnings/Earnings per Share

For the Three Months Ended December 31, 2011

(in millions of dollars, except per share data) (Unaudited)


	As Reported (GAAP)			Integration Program Costs ⁽¹⁾		Spin-Off Costs ⁽²⁾		Spin-Off Pension Adjustment ⁽²⁾		Spin-Off Interest Adjustment ⁽²⁾			Operating Income from Divested Businesses ⁽³⁾			As Adjusted (Non-GAAP)

Operating income	$	823		$	169	$	46	$	23	$	—		$	(7	)	$	1,054
Operating income margin		8.5	%														10.9	%

Interest and other expense, net		504			—		—		—		(77	)		—			427


Earnings from continuing operations before income taxes		319			169		46		23		77			(7	)		627

Provision for income taxes		(140	)		17		13		8		29			(3	)		(76	)
Effective tax rate		-43.9	%														-12.1	%


Earnings from continuing operations	$	459		$	152	$	33	$	15	$	48		$	(4	)	$	703

Noncontrolling interest		12			—		—		—		—			—			12


Net earnings attributable to Mondelēz International	$	447		$	152	$	33	$	15	$	48		$	(4	)	$	691


	As Reported (GAAP)															Operating (Non-GAAP)
Per share data:
Diluted earnings per share attributable to Mondelēz International:
- Continuing operations	$	0.25		$	0.08	$	0.02	$	0.01	$	0.03		$	—		$	0.39

Average shares outstanding:
Diluted		1,779

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

Spin-Off Costs represent 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 Mondelēz International business. Spin-Off related adjustments refers to: (a) a 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; and (b) and interest adjustment defined as the interest expense associated with the assumed reduction of the $6 billion of our debt on January 1, 2011, from the utilization of funds received from the $6 billion of notes Kraft Foods Group issued directly and cash proceeds distributed to us in June 2012 in connection with our Spin-Off capitalization plan.

⁽³⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

Schedule 24

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income/Net Earnings/Earnings per Share

For the Three Months Ended September 30, 2011

(in millions of dollars, except per share data) (Unaudited)


	As Reported (GAAP)			Integration Program Costs ⁽¹⁾		Spin-Off Costs ⁽²⁾		Spin-Off Pension Adjustment ⁽²⁾		Spin-Off Interest Adjustment ⁽²⁾			Operating Income from Divested Businesses ⁽³⁾			As Adjusted (Non-GAAP)

Operating income	$	933		$	112	$	—	$	23	$	—		$	(23	)	$	1,045
Operating income margin		10.6	%														12.0	%

Interest and other expense, net		359			—		—		—		(78	)		—			281


Earnings from continuing operations before income taxes		574			112		—		23		78			(23	)		764

Provision for income taxes		66			1		—		9		30			(5	)		101
Effective tax rate		11.5	%														13.2	%


Earnings from continuing operations	$	508		$	111	$	—	$	14	$	48		$	(18	)	$	663

Noncontrolling interest		5			—		—		—		—			—			5


Net earnings attributable to Mondelēz International	$	503		$	111	$	—	$	14	$	48		$	(18	)	$	658


	As Reported (GAAP)															Operating (Non-GAAP)
Per share data:
Diluted earnings per share attributable to Mondelēz International:
- Continuing operations	$	0.28		$	0.06	$	—	$	0.01	$	0.03		$	(0.01	)	$	0.37

Average shares outstanding:
Diluted		1,777

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

Spin-Off Costs represent 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 Mondelēz International business. Spin-Off related adjustments refers to: (a) a 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; and (b) and interest adjustment defined as the interest expense associated with the assumed reduction of the $6 billion of our debt on January 1, 2011, from the utilization of funds received from the $6 billion of notes Kraft Foods Group issued directly and cash proceeds distributed to us in June 2012 in connection with our Spin-Off capitalization plan.

⁽³⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

Schedule 25

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income/Net Earnings/Earnings per Share

For the Three Months Ended June 30, 2011

(in millions of dollars, except per share data) (Unaudited)


	As Reported (GAAP)			Integration Program Costs ⁽¹⁾		Spin-Off Costs ⁽²⁾		Spin-Off Pension Adjustment ⁽²⁾		Spin-Off Interest Adjustment ⁽²⁾			Operating Income from Divested Businesses ⁽³⁾			As Adjusted (Non-GAAP)

Operating income	$	915		$	136	$	—	$	22	$	—		$	(19	)	$	1,054
Operating income margin		10.0	%														11.6	%

Interest and other expense, net		375			—		—		—		(77	)		—			298


Earnings from continuing operations before income taxes		540			136		—		22		77			(19	)		756

Provision for income taxes		95			16		—		8		29			(4	)		144
Effective tax rate		17.6	%														19.0	%


Earnings from continuing operations	$	445		$	120	$	—	$	14	$	48		$	(15	)	$	612

Noncontrolling interest		—			—		—		—		—			—			—


Net earnings attributable to Mondelēz International	$	445		$	120	$	—	$	14	$	48		$	(15	)	$	612


	As Reported (GAAP)															Operating (Non-GAAP)
Per share data:
Diluted earnings per share attributable to Mondelēz International:
- Continuing operations	$	0.25		$	0.07	$	—	$	0.01	$	0.03		$	(0.01	)	$	0.35

Average shares outstanding:
Diluted		1,771

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

Spin-Off Costs represent 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 Mondelēz International business. Spin-Off related adjustments refers to: (a) a 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; and (b) and interest adjustment defined as the interest expense associated with the assumed reduction of the $6 billion of our debt on January 1, 2011, from the utilization of funds received from the $6 billion of notes Kraft Foods Group issued directly and cash proceeds distributed to us in June 2012 in connection with our Spin-Off capitalization plan.

⁽³⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.

Schedule 26

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Operating Income/Net Earnings/Earnings per Share

For the Three Months Ended March 31, 2011

(in millions of dollars, except per share data) (Unaudited)


	As Reported (GAAP)			Integration Program Costs ⁽¹⁾			Spin-Off Costs ⁽²⁾		Spin-Off Pension Adjustment ⁽²⁾		Spin-Off Interest Adjustment ⁽²⁾			Operating Income from Divested Businesses ⁽³⁾			As Adjusted (Non-GAAP)

Operating income	$	827		$	104		$	—	$	23	$	—		$	(10	)	$	944
Operating income margin		10.1	%															11.6	%

Interest and other expense, net		380			—			—		—		(78	)		—			302


Earnings from continuing operations before income taxes		447			104			—		23		78			(10	)		642

Provision for income taxes		122			(10	)		—		9		29			(2	)		148
Effective tax rate		27.3	%															23.1	%


Earnings from continuing operations	$	325		$	114		$	—	$	14	$	49		$	(8	)	$	494

Noncontrolling interest		3			—			—		—		—			—			3


Net earnings attributable to Mondelēz International	$	322		$	114		$	—	$	14	$	49		$	(8	)	$	491


	As Reported (GAAP)																Operating (Non-GAAP)
Per share data:
Diluted earnings per share attributable to Mondelēz International:
- Continuing operations	$	0.18		$	0.06		$	—	$	0.01	$	0.03		$	—		$	0.28

Average shares outstanding:
Diluted		1,760

⁽¹⁾	Integration Program costs are defined as the costs associated with combining the Mondelēz International and Cadbury businesses, and are separate from those costs associated with the acquisition.

⁽²⁾

Spin-Off Costs represent 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 Mondelēz International business. Spin-Off related adjustments refers to: (a) a 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; and (b) and interest adjustment defined as the interest expense associated with the assumed reduction of the $6 billion of our debt on January 1, 2011, from the utilization of funds received from the $6 billion of notes Kraft Foods Group issued directly and cash proceeds distributed to us in June 2012 in connection with our Spin-Off capitalization plan.

⁽³⁾	Reflects divestitures that occurred in 2012; there were no divestitures that occurred in 2011.