SEC Filing | Mondelēz International, Inc.

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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): July 9, 2020

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.)

905 West Fulton Market, Suite 200, Chicago, Illinois 60607

(Address of principal executive offices, including zip code)

(847) 943-4000

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Class A Common Stock, no par value	MDLZ	The Nasdaq Global Select Market
2.375% Notes due 2021	MDLZ21	The Nasdaq Stock Market LLC
1.000% Notes due 2022	MDLZ22	The Nasdaq Stock Market LLC
1.625% Notes due 2023	MDLZ23	The Nasdaq Stock Market LLC
1.625% Notes due 2027	MDLZ27	The Nasdaq Stock Market LLC
2.375% Notes due 2035	MDLZ35	The Nasdaq Stock Market LLC
4.500% Notes due 2035	MDLZ35A	The Nasdaq Stock Market LLC
3.875% Notes due 2045	MDLZ45	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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

Item 7.01.

Regulation FD Disclosure.

Mondelēz International, Inc. and subsidiaries (collectively, “we,” “our” or “Mondelēz International”) are furnishing this current report to provide supplemental financial information related to the retrospective impact on such financial information due to (1) a change in accounting principle following the exchange of our ownership in Jacobs Douwe Egberts (“JDE”) for an equity interest in JDE Peet’s N.V. and (2) our sale of approximately 6.8 million Keurig Dr Pepper Inc. shares in a secondary offering we participated in on March 4, 2020. In connection with the JDE exchange, we changed our accounting principle to reflect our share of JDE’s historical and JDE Peet’s N.V.’s ongoing earnings on a one-quarter lag basis, although we continue to record dividends when cash is received.

Change to our Historical Financial Results in connection with JDE Peet’s Offering

As previously disclosed in our Form 8-K filed June 2, 2020, JDE Peet’s B.V. (renamed JDE Peet’s N.V. immediately prior to Settlement (as defined below), “JDE Peet’s”) announced on May 19, 2020 its intention to launch an offering of its ordinary shares (the “offering”) and to apply for admission to listing and trading of all of its ordinary shares on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V. (the “admission”). On May 26, 2020, JDE Peet’s published a prospectus in connection with the offering and the admission. On May 29, 2020, JDE Peet’s announced the final pricing terms of the offering, and JDE Peet’s and the selling shareholders, including us, agreed to sell at a price of €31.50 per ordinary share a total of approximately 82.1 million ordinary shares, including ordinary shares subject to an over-allotment option. The ordinary shares were listed and first traded on May 29, 2020, and payment for, and delivery of, the ordinary shares sold in the offering (excluding ordinary shares subject to the over-allotment option) took place on June 2, 2020 (“Settlement”).

Prior to Settlement, we exchanged our 26.4% ownership interest in JDE for a 26.5% equity interest in JDE Peet’s. We did not invest new capital in connection with the transaction. Upon Settlement, we sold approximately 9.7 million of our ordinary shares in JDE Peet’s to buyers in the offering for gross proceeds of €304 million ($343 million). We subsequently sold approximately 1.4 million additional shares and received gross proceeds of €46 million ($51 million) upon exercise of the over-allotment option. Following Settlement and the exercise of the over-allotment option, we hold 22.9% equity interest in JDE Peet’s.

As was the case in our ownership interest in JDE, we have significant influence with respect to JDE Peet’s, and we will continue to account for our investment in JDE Peet’s under the equity method, resulting in recognizing our share of JDE Peet’s earnings within our earnings and our share of JDE Peet’s dividends within our cash flows. In connection with this transaction, we changed our accounting principle to reflect our share of JDE’s historical and JDE Peet’s ongoing earnings on a one-quarter lag basis, although we continue to record dividends when cash is received. We determined a lag was preferable as it enables us to continue to report our quarterly and annual results on a timely basis, while recording our share in JDE Peet’s ongoing results after JDE Peet’s has publicly reported its results. This change in accounting principle was applied retrospectively to all periods. This change in accounting principle has resulted in recasting our historical financial results for reported equity method investment net earnings, net earnings and earnings per share (“EPS”) as well as for our non-GAAP financial results for Adjusted EPS.

Change to our Historical Non-GAAP Financial Results in connection with our Participation in Keurig Dr Pepper’s Secondary Share Offering

In addition to the above transaction, on March 4, 2020, we participated in a secondary offering of Keurig Dr Pepper Inc. (“KDP”) shares and sold approximately 6.8 million shares, which reduced our ownership interest by 0.5% to 13.1% of the total outstanding shares. We received $185 million of proceeds and recorded a pre-tax gain of $71 million (or $54 million after-tax) during the three months ended March 31, 2020. We continue to retain significant influence. However, we consider the 0.5% ownership reduction a partial divestiture of our equity method investment in KDP. Therefore, we will remove the equity method investment net earnings results of this divested portion of our ownership from our non-GAAP financial results for Adjusted EPS going forward and for all historical periods presented. Our U.S. GAAP results, which include our equity method investment net earnings from KDP, will not change and will continue to include the results of the divested operations through the divestiture closing date noted above.

Recast Amounts Reflecting Changes in Historical Results

The changes described above do not affect our previously reported consolidated net revenues, gross profit or operating income, nor do they affect our non-GAAP financial results for Organic Net Revenue, Adjusted Gross Profit or Adjusted

Operating Income, for any period. This supplemental disclosure does not amend any disclosure contained in any of our prior SEC filings. See the chart below and Exhibit 99.1 for the recast unaudited GAAP and non-GAAP financial information for the first quarter of 2020, all quarters of 2019 and 2018 and for the years ended December 31, 2019 and 2018.

Mondelēz International, Inc. and Subsidiaries

Recast Amounts Reflecting Changes in Historical Results

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

(Unaudited)


	2018		2019		2018								2019									2020
	FY		FY		Q1		Q2		Q3		Q4		Q1		Q2		Q3			Q4		Q1
Recast (GAAP)
Equity method investment net earnings	$	484	$	501	$	229	$	88	$	84	$	83	$	166	$	109	$	114		$	112	$	121
Provision for income taxes	$	773	$	2	$	337	$	15	$	310	$	111	$	189	$	216	$	(633	)	$	230	$	148
Net earnings attributable to Mondelēz International	$	3,317	$	3,929	$	1,043	$	319	$	1,198	$	757	$	967	$	803	$	1,426		$	733	$	736
Diluted earnings per share attributable to Mondelēz International	$	2.23	$	2.69	$	0.69	$	0.21	$	0.81	$	0.51	$	0.66	$	0.55	$	0.98		$	0.50	$	0.51

Recast Adjusted (Non-GAAP)
Equity method investment net earnings	$	439	$	551	$	129	$	96	$	92	$	122	$	182	$	119	$	125		$	125	$	127
Provision for income taxes	$	859	$	878	$	224	$	207	$	182	$	246	$	203	$	220	$	174		$	281	$	203
Net earnings attributable to Mondelēz International	$	3,542	$	3,650	$	945	$	822	$	911	$	864	$	1,000	$	822	$	936		$	892	$	971
Diluted earnings per share attributable to Mondelēz International	$	2.38	$	2.50	$	0.63	$	0.55	$	0.62	$	0.59	$	0.68	$	0.56	$	0.64		$	0.61	$	0.67

Financial Schedules

Exhibit 99.1 to this Form 8-K contains financial schedules that provide the reconciliations for our recast reported equity method investment net earnings, net earnings and EPS and our non-GAAP financial results for Adjusted EPS after this change in accounting principle and increase in divested operations for the first quarter of 2020, all quarters of 2019 and 2018 and for the years ended December 31, 2019 and 2018.

•

Schedule 1 demonstrates the change in our accounting principle to reflect our share of JDE’s historical and JDE Peet’s ongoing earnings on a one-quarter lag basis and its impact on net earnings and diluted earnings per share attributable to Mondelēz International.

•

Schedule 2 provides reconciliations of the differences between these recast adjusted (non-GAAP) financial measures and their most directly comparable recast (GAAP) financial measures. Equity method investment net earnings and Provision for income taxes are components used to calculate net earnings and diluted earnings per share attributable to Mondelēz International.

•

Schedule 3 provides reconciliations between the recast diluted EPS attributable to Mondelēz International (GAAP) and recast Adjusted EPS (non-GAAP).

Non-GAAP Financial Measures

Item 9.01.

Financial Statements and Exhibits.

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



	99.1			Financial schedules – Unaudited GAAP and Non-GAAP Financial Information.

	99.2			Non-GAAP Financial Measures – Additional Information.

	104			The cover page from Mondelēz International, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

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.

By:		/s/ Luca Zaramella
Name:		Luca Zaramella
Title:		Executive Vice President and Chief Financial Officer

Date: July 9, 2020

EX-99.1

Exhibit 99.1

U.S. GAAP to Non-GAAP Reconciliations

In addition to reporting our U.S. GAAP operating results, we have historically reported non-GAAP financial information. Refer also to our Quarterly Reports on Form 10-Q and our Annual Report on Form 10-K for the periods presented for additional information on our GAAP to non-GAAP adjustments.

Schedule 1.1

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

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

(Unaudited)


	For the Three Months Ended March 31, 2020
	As Reported			Remove current period JDE results			Add prior period JDE results		As Recast
Net revenues	$	6,707							$	6,707
Cost of sales		4,256								4,256

Gross profit		2,451								2,451
Gross profit margin		36.5	%							36.5	%

Selling, general and administrative expenses		1,537								1,537
Asset impairment and exit costs		15								15
Amortization of intangibles		43								43

Operating income		856								856
Operating income margin		12.8	%							12.8	%

Benefit plan non-service income		(33	)							(33	)
Interest and other expense, net		190								190

Earnings before income taxes		699								699

Provision for income taxes		(148	)							(148	)
Effective tax rate		21.2	%							21.2	%
Gain on equity method investment transactions		71								71
Equity method investment net earnings		138		$	(59	)	$	42		121

Net earnings		760			(59	)		42		743

Noncontrolling interest earnings		(7	)							(7	)

Net earnings attributable to Mondelēz International	$	753		$	(59	)	$	42	$	736

Per share data:
Basic earnings per share attributable to Mondelēz International	$	0.53							$	0.51

Diluted earnings per share attributable to Mondelēz International	$	0.52							$	0.51

Average shares outstanding:
Basic		1,434								1,434
Diluted		1,445								1,445

Schedule 1.2

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

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

(Unaudited)


	For the Twelve Months Ended December 31, 2019
	As Reported			Remove current period JDE results			Add prior period JDE results		As Recast
Net revenues	$	25,868							$	25,868
Cost of sales		15,531								15,531

Gross profit		10,337								10,337
Gross profit margin		40.0	%							40.0	%

Selling, general and administrative expenses		6,136								6,136
Asset impairment and exit costs		228								228
Gain on divestitures		(44	)							(44	)
Amortization of intangibles		174								174

Operating income		3,843								3,843
Operating income margin		14.9	%							14.9	%

Benefit plan non-service income		(60	)							(60	)
Interest and other expense, net		456								456

Earnings before income taxes		3,447								3,447

Provision for income taxes		(2	)							(2	)
Effective tax rate		0.1	%							0.1	%
Loss on equity method investment transaction		(2	)							(2	)
Equity method investment net earnings		442		$	(195	)	$	254		501

Net earnings		3,885			(195	)		254		3,944

Noncontrolling interest earnings		(15	)							(15	)

Net earnings attributable to Mondelēz International	$	3,870		$	(195	)	$	254	$	3,929

Per share data:
Basic earnings per share attributable to Mondelēz International	$	2.68							$	2.72

Diluted earnings per share attributable to Mondelēz International	$	2.65							$	2.69

Average shares outstanding:
Basic		1,445								1,445
Diluted		1,458								1,458

Schedule 1.3

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

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

(Unaudited)


	For the Three Months Ended December 31, 2019
	As Reported			Remove current period JDE results			Add prior period JDE results		As Recast
Net revenues	$	6,913							$	6,913
Cost of sales		4,154								4,154

Gross profit		2,759								2,759
Gross profit margin		39.9	%							39.9	%

Selling, general and administrative expenses		1,750								1,750
Asset impairment and exit costs		59								59
Amortization of intangibles		44								44

Operating income		906								906
Operating income margin		13.1	%							13.1	%

Benefit plan non-service income		(18	)							(18	)
Interest and other expense, net		70								70

Earnings before income taxes		854								854

Provision for income taxes		(230	)							(230	)
Effective tax rate		26.9	%							26.9	%
Equity method investment net earnings		105		$	(43	)	$	50		112

Net earnings		729			(43	)		50		736

Noncontrolling interest earnings		(3	)							(3	)

Net earnings attributable to Mondelēz International	$	726		$	(43	)	$	50	$	733

Per share data:
Basic earnings per share attributable to Mondelēz International	$	0.50							$	0.51

Diluted earnings per share attributable to Mondelēz International	$	0.50							$	0.50

Average shares outstanding:
Basic		1,441								1,441
Diluted		1,453								1,453

Schedule 1.4

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

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

(Unaudited)


	For the Three Months Ended September 30, 2019
	As Reported			Remove current period JDE results			Add prior period JDE results		As Recast
Net revenues	$	6,355							$	6,355
Cost of sales		3,839								3,839

Gross profit		2,516								2,516
Gross profit margin		39.6	%							39.6	%

Selling, general and administrative expenses		1,466								1,466
Asset impairment and exit costs		134								134
Gain on divestitures		(3	)							(3	)
Amortization of intangibles		43								43

Operating income		876								876
Operating income margin		13.8	%							13.8	%

Benefit plan non-service income		(13	)							(13	)
Interest and other expense, net		205								205

Earnings before income taxes		684								684

Benefit for income taxes		633								633
Effective tax rate		(92.5	)%							(92.5	)%
Equity method investment net earnings		111		$	(49	)	$	52		114

Net earnings		1,428			(49	)		52		1,431

Noncontrolling interest earnings		(5	)							(5	)

Net earnings attributable to Mondelēz International	$	1,423		$	(49	)	$	52	$	1,426

Per share data:
Basic earnings per share attributable to Mondelēz International	$	0.98							$	0.99

Diluted earnings per share attributable to Mondelēz International	$	0.98							$	0.98

Average shares outstanding:
Basic		1,445								1,445
Diluted		1,458								1,458

Schedule 1.5

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

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

(Unaudited)


	For the Three Months Ended June 30, 2019
	As Reported			Remove current period JDE results			Add prior period JDE results		As Recast
Net revenues	$	6,062							$	6,062
Cost of sales		3,593								3,593

Gross profit		2,469								2,469
Gross profit margin		40.7	%							40.7	%

Selling, general and administrative expenses		1,427								1,427
Asset impairment and exit costs		15								15
Gain on divestitures		(41	)							(41	)
Amortization of intangibles		43								43

Operating income		1,025								1,025
Operating income margin		16.9	%							16.9	%

Benefit plan non-service income		(12	)							(12	)
Interest and other expense, net		101								101

Earnings before income taxes		936								936

Provision for income taxes		(216	)							(216	)
Effective tax rate		23.1	%							23.1	%
Loss on equity method investment transaction		(25	)							(25	)
Equity method investment net earnings		113		$	(53	)	$	49		109

Net earnings		808			(53	)		49		804

Noncontrolling interest earnings		(1	)							(1	)

Net earnings attributable to Mondelēz International	$	807		$	(53	)	$	49	$	803

Per share data:
Basic earnings per share attributable to Mondelēz International	$	0.56							$	0.56

Diluted earnings per share attributable to Mondelēz International	$	0.55							$	0.55

Average shares outstanding:
Basic		1,445								1,445
Diluted		1,458								1,458

Schedule 1.6

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

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

(Unaudited)


	For the Three Months Ended March 31, 2019
	As Reported			Remove current period JDE results			Add prior period JDE results		As Recast
Net revenues	$	6,538							$	6,538
Cost of sales		3,945								3,945

Gross profit		2,593								2,593
Gross profit margin		39.7	%							39.7	%

Selling, general and administrative expenses		1,493								1,493
Asset impairment and exit costs		20								20
Amortization of intangibles		44								44

Operating income		1,036								1,036
Operating income margin		15.8	%							15.8	%

Benefit plan non-service income		(17	)							(17	)
Interest and other expense, net		80								80

Earnings before income taxes		973								973

Provision for income taxes		(189	)							(189	)
Effective tax rate		19.4	%							19.4	%
Gain on equity method investment transactions		23								23
Equity method investment net earnings		113		$	(50	)	$	103		166

Net earnings		920			(50	)		103		973

Noncontrolling interest earnings		(6	)							(6	)

Net earnings attributable to Mondelēz International	$	914		$	(50	)	$	103	$	967

Per share data:
Basic earnings per share attributable to Mondelēz International	$	0.63							$	0.67

Diluted earnings per share attributable to Mondelēz International	$	0.63							$	0.66

Average shares outstanding:
Basic		1,449								1,449
Diluted		1,461								1,461

Schedule 1.7

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

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

(Unaudited)


	For the Twelve Months Ended December 31, 2018
	As Reported			Remove current period JDE results			Add prior period JDE results		As Recast
Net revenues	$	25,938							$	25,938
Cost of sales		15,586								15,586

Gross profit		10,352								10,352
Gross profit margin		39.9	%							39.9	%

Selling, general and administrative expenses		6,475								6,475
Asset impairment and exit costs		389								389
Amortization of intangibles		176								176

Operating income		3,312								3,312
Operating income margin		12.8	%							12.8	%

Benefit plan non-service income		(50	)							(50	)
Interest and other expense, net		520								520

Earnings before income taxes		2,842								2,842

Provision for income taxes		(773	)							(773	)
Effective tax rate		27.2	%							27.2	%
Gain on equity method investment transactions		778								778
Equity method investment net earnings		548		$	(230	)	$	166		484

Net earnings		3,395			(230	)		166		3,331

Noncontrolling interest earnings		(14	)							(14	)

Net earnings attributable to Mondelēz International	$	3,381		$	(230	)	$	166	$	3,317

Per share data:
Basic earnings per share attributable to Mondelēz International	$	2.30							$	2.25

Diluted earnings per share attributable to Mondelēz International	$	2.28							$	2.23

Average shares outstanding:
Basic		1,472								1,472
Diluted		1,486								1,486

Schedule 2.1

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Net Earnings and Tax Rate

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

(Unaudited)


	For the Three Months Ended March 31, 2020
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net			Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Gain on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	856		$	(33	)	$	190		$	699		$	148			21.2	%	$	(71	)	$	(121	)	$	7	$	736		$	0.51
Simplify to Grow Program		58			—			—			58			13						—			—			—		45			0.03
Mark-to-market (gains)/losses from derivatives		185			—			1			184			32						—			—			—		152			0.11
Acquisition-related costs		5			—			—			5			1						—			—			—		4			—
Net earnings from divestitures - KDP		—			—			—			—			—						—			2			—		(2	)		—
Remeasurement of net monetary position		2			—			—			2			—						—			—			—		2			—
Impact from pension participation changes		—			—			(3	)		3			1						—			—			—		2			—
Loss related to interest rate swaps		—			—			(103	)		103			24						—			—			—		79			0.06
Gain on equity method investment transactions		—			—			—			—			(17	)					71			—			—		(54	)		(0.04	)
Equity method investee acquisition-related or other charges/benefits, net		—			—			—			—			1						—			(8	)		—		7			—

Adjusted (Non-GAAP) - As Recast	$	1,106		$	(33	)	$	85		$	1,054		$	203			19.3	%	$	—		$	(127	)	$	7	$	971		$	0.67

Currency																												43			0.03

Adjusted @ Constant FX (Non-GAAP) - As Recast																											$	1,014		$	0.70

Diluted Average Shares Outstanding																															1,445

	For the Three Months Ended March 31, 2019
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net			Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Gain on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	1,036		$	(17	)	$	80		$	973		$	189			19.4	%	$	(23	)	$	(166	)	$	6	$	967		$	0.66
Simplify to Grow Program		70			—			—			70			19						—			—			—		51			0.03
Mark-to-market (gains)/losses from derivatives		(16	)		—			—			(16	)		(3	)					—			—			—		(13	)		(0.01	)
Divestiture-related costs		(1	)		—			—			(1	)		—						—			—			—		(1	)		—
Net earnings from divestitures		(4	)		—			—			(4	)		—						—			—			—		(4	)		—
Net earnings from divestitures - KDP		—			—			—			—			—						—			1			—		(1	)		—
Remeasurement of net monetary position		2			—			—			2			—						—			—			—		2			—
CEO transition remuneration		3			—			—			3			—						—			—			—		3			—
U.S. tax reform discrete net tax expense		—			—			—			—			(1	)					—			—			—		1			—
Gain on equity method investment transactions		—			—			—			—			(5	)					23			—			—		(18	)		(0.01	)
Equity method investee acquisition-related or other charges/benefits, net		—			—			—			—			4						—			(17	)		—		13			0.01

Adjusted (Non-GAAP) - As Recast	$	1,090		$	(17	)	$	80		$	1,027		$	203			19.8	%	$	—		$	(182	)	$	6	$	1,000		$	0.68

Diluted Average Shares Outstanding																															1,461

⁽¹⁾	Taxes were computed for each of the items excluded from the company’s GAAP results based on the facts and tax assumptions associated with each item.

Schedule 2.2

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Net Earnings and Tax Rate

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

(Unaudited)


	For the Twelve Months Ended December 31, 2019
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net			Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Loss on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	3,843		$	(60	)	$	456		$	3,447		$	2			0.1	%	$	2		$	(501	)	$	15	$	3,929		$	2.69
Simplify to Grow Program		442			(6	)		—			448			103						—			—			—		345			0.24
Intangible asset impairment charges		57			—			—			57			14						—			—			—		43			0.03
Mark-to-market (gains)/losses from derivatives		(91	)		—			(1	)		(90	)		(19	)					—			—			—		(71	)		(0.05	)
Acquisition-related costs		3			—			—			3			1						—			—			—		2			—
Divestiture-related costs		6			—			—			6			—						—			—			—		6			—
Net earnings from divestitures		(9	)		—			—			(9	)		—						—			—			—		(9	)		(0.01	)
Net earnings from divestitures - KDP		—			—			—			—			(2	)					—			6			—		(4	)		—
Gain on divestitures		(44	)		—			—			(44	)		(3	)					—			—			—		(41	)		(0.03	)
Remeasurement of net monetary position		(4	)		—			—			(4	)		—						—			—			—		(4	)		—
Impact from pension participation changes		(35	)		—			(6	)		(29	)		(8	)					—			—			—		(21	)		(0.02	)
Impact from resolution of tax matters		85			—			—			85			21						—			—			—		64			0.05
CEO transition remuneration		9			—			—			9			—						—			—			—		9			0.01
Loss related to interest rate swaps		—			—			(111	)		111			—						—			—			—		111			0.08
Swiss tax reform net impacts		2			—			—			2			769						—			—			—		(767	)		(0.53	)
U.S. tax reform discrete net tax (benefit)/expense		—			—			—			—			(5	)					—			—			—		5			—
Loss on equity method investment transactions		—			—			—			—			(6	)					(2	)		—			—		8			0.01
Equity method investee acquisition-related or other charges/benefits, net		—			—			—			—			11						—			(56	)		—		45			0.03

Adjusted (Non-GAAP) - As Recast	$	4,264		$	(66	)	$	338		$	3,992		$	878			22.0	%	$	—		$	(551	)	$	15	$	3,650		$	2.50

Currency																												222			0.16

Adjusted @ Constant FX (Non-GAAP) - As Recast																											$	3,872		$	2.66

Diluted Average Shares Outstanding																															1,458

	For the Twelve Months Ended December 31, 2018
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net			Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Gain on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	3,312		$	(50	)	$	520		$	2,842		$	773			27.2	%	$	(778	)	$	(484	)	$	14	$	3,317		$	2.23
Simplify to Grow Program		626			(5	)		—			631			156						—			—			—		475			0.32
Intangible asset impairment charges		68			—			—			68			16						—			—			—		52			0.03
Mark-to-market (gains)/losses from derivatives		(141	)		—			1			(142	)		(10	)					—			—			—		(132	)		(0.09	)
Acquisition integration costs		3			—			—			3			—						—			—			—		3			—
Acquisition-related costs		13			—			—			13			3						—			—			—		10			0.01
Divestiture-related costs		(1	)		—			—			(1	)		(2	)					—			—			—		1			—
Net earnings from divestitures		(19	)		—			—			(19	)		—						—			—			—		(19	)		(0.02	)
Net earnings from divestitures - KDP		—			—			—			—			(2	)					—			8			—		(6	)		—
Remeasurement of net monetary position		11			—			—			11			—						—			—			—		11			0.01
Impact from pension participation changes		423			—			(6	)		429			108						—			—			—		321			0.22
Impact from resolution of tax matters		(15	)		—			(4	)		(11	)		6						—			—			—		(17	)		(0.01	)
CEO transition remuneration		22			—			—			22			5						—			—			—		17			0.01
Gain related to interest rate swaps		—			—			10			(10	)		(2	)					—			—			—		(8	)		(0.01	)
Loss on debt extinguishment and related expenses		—			—			(140	)		140			35						—			—			—		105			0.07
U.S. tax reform discrete net tax (benefit)/expense		—			—			—			—			(19	)					—			—			—		19			0.01
Gain on equity method investment transactions		—			—			—			—			(192	)					778			—			—		(586	)		(0.39	)
Equity method investee acquisition-related or other charges/benefits, net		—			—			—			—			(16	)					—			37			—		(21	)		(0.01	)

Adjusted (Non-GAAP) - As Recast	$	4,302		$	(55	)	$	381		$	3,976		$	859			21.6	%	$	—		$	(439	)	$	14	$	3,542		$	2.38

Diluted Average Shares Outstanding																															1,486

⁽¹⁾	Taxes were computed for each of the items excluded from the company’s GAAP results based on the facts and tax assumptions associated with each item.

Schedule 2.3

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Net Earnings and Tax Rate

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

(Unaudited)


	For the Three Months Ended December 31, 2019
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net			Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Gain on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	906		$	(18	)	$	70		$	854		$	230			26.9	%	$	—		$	(112	)	$	3	$	733		$	0.50
Simplify to Grow Program		138			—			—			138			36						—			—			—		102			0.07
Mark-to-market (gains)/losses from derivatives		(22	)		—			1			(23	)		(5	)					—			—			—		(18	)		(0.01	)
Acquisition-related costs		1			—			—			1			—						—			—			—		1			—
Net earnings from divestitures - KDP		—			—			—			—			(1	)					—			2			—		(1	)		—
Remeasurement of net monetary position		(6	)		—			—			(6	)		—						—			—			—		(6	)		—
Impact from pension participation changes		—			—			(3	)		3			1						—			—			—		2			—
Impact from resolution of tax matters		85			—			—			85			21						—			—			—		64			0.04
U.S. tax reform discrete net tax (benefit)/expense		—			—			—			—			(3	)					—			—			—		3			—
Equity method investee acquisition-related or other charges/benefits, net		—			—			—			—			2						—			(15	)		—		13			0.01
Rounding		(1	)		—			—			(1	)		—						—			—			—		(1	)		—

Adjusted (Non-GAAP) - As Recast	$	1,101		$	(18	)	$	68		$	1,051		$	281			26.7	%	$	—		$	(125	)	$	3	$	892		$	0.61

Currency																												35			0.03

Adjusted @ Constant FX (Non-GAAP) - As Recast																											$	927		$	0.64

Diluted Average Shares Outstanding																															1,453

	For the Three Months Ended December 31, 2018
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net			Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Gain on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	870		$	(3	)	$	106		$	767		$	111			14.5	%	$	(21	)	$	(83	)	$	3	$	757		$	0.51
Simplify to Grow Program		194			(2	)		—			196			45						—			—			—		151			0.10
Mark-to-market (gains)/losses from derivatives		40			—			2			38			17						—			—			—		21			0.02
Acquisition integration costs		1			—			—			1			—						—			—			—		1			—
Acquisition-related costs		(1	)		—			—			(1	)		—						—			—			—		(1	)		—
Divestiture-related costs		2			—			—			2			—						—			—			—		2			—
Net earnings from divestitures		(5	)		—			—			(5	)		1						—			—			—		(6	)		—
Net earnings from divestitures - KDP		—			—			—			—			—						—			1			—		(1	)		—
Remeasurement of net monetary position		(2	)		—			—			(2	)		—						—			—			—		(2	)		—
Impact from pension participation changes		15			—			(3	)		18			4						—			—			—		14			0.01
Impact from resolution of tax matters		(26	)		—			—			(26	)		(9	)					—			—			—		(17	)		(0.01	)
CEO transition remuneration		4			—			—			4			1						—			—			—		3			—
U.S. tax reform discrete net tax (benefit)/expense		—			—			—			—			77						—			—			—		(77	)		(0.05	)
Gain on equity method investment transactions		—			—			—			—			(8	)					21			—			—		(13	)		(0.01	)
Equity method investee acquisition-related or other charges/benefits, net		—			—			—			—			7						—			(40	)		—		33			0.02
Rounding		(1	)		—			—			(1	)		—						—			—			—		(1	)		—

Adjusted (Non-GAAP) - As Recast	$	1,091		$	(5	)	$	105		$	991		$	246			24.8	%	$	—		$	(122	)	$	3	$	864		$	0.59

Diluted Average Shares Outstanding																															1,470

⁽¹⁾	Taxes were computed for each of the items excluded from the company’s GAAP results based on the facts and tax assumptions associated with each item.

Schedule 2.4

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Net Earnings and Tax Rate

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

(Unaudited)


	For the Three Months Ended September 30, 2019
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net			Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Gain on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	876		$	(13	)	$	205		$	684		$	(633	)		(92.5	)%	$	—		$	(114	)	$	5	$	1,426		$	0.98
Simplify to Grow Program		151			(1	)		—			152			29						—			—			—		123			0.08
Intangible asset impairment charges		57			—			—			57			14						—			—			—		43			0.03
Mark-to-market (gains)/losses from derivatives		(20	)		—			(2	)		(18	)		(8	)					—			—			—		(10	)		(0.01	)
Acquisition-related costs		1			—			—			1			1						—			—			—		—			—
Divestiture-related costs		(4	)		—			—			(4	)		(1	)					—			—			—		(3	)		—
Net earnings from divestitures - KDP		—			—			—			—			—						—			1			—		(1	)		—
Gain on divestitures		(3	)		—			—			(3	)		1						—			—			—		(4	)		—
Remeasurement of net monetary position		1			—			—			1			—						—			—			—		1			—
Impact from pension participation changes		—			—			(3	)		3			—						—			—			—		3			—
CEO transition remuneration		3			—			—			3			—						—			—			—		3			—
Loss related to interest rate swaps		—			—			(111	)		111			—						—			—			—		111			0.08
Swiss tax reform net impacts		2			—			—			2			769						—			—			—		(767	)		(0.53	)
Equity method investee acquisition-related or other charges/benefits, net		—			—			—			—			2						—			(12	)		—		10			0.01
Rounding		1			—			—			1			—						—			—			—		1			—

Adjusted (Non-GAAP) - As Recast	$	1,065		$	(14	)	$	89		$	990		$	174			17.6	%	$	—		$	(125	)	$	5	$	936		$	0.64

Currency																												46			0.03

Adjusted @ Constant FX (Non-GAAP) - As Recast																											$	982		$	0.67

Diluted Average Shares Outstanding																															1,458

	For the Three Months Ended September 30, 2018
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net			Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Gain on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	737		$	(19	)	$	86		$	670		$	310			46.3	%	$	(757	)	$	(84	)	$	3	$	1,198		$	0.81
Simplify to Grow Program		139			—			—			139			34						—			—			—		105			0.07
Intangible asset impairment charges		68			—			—			68			16						—			—			—		52			0.03
Mark-to-market (gains)/losses from derivatives		112			—			(1	)		113			12						—			—			—		101			0.07
Acquisition integration costs		(1	)		—			—			(1	)		—						—			—			—		(1	)		—
Acquisition-related costs		1			—			—			1			—						—			—			—		1			—
Net earnings from divestitures		(6	)		—			—			(6	)		—						—			—			—		(6	)		—
Net earnings from divestitures - KDP		—			—			—			—			(1	)					—			1			—		—			—
Remeasurement of net monetary position		13			—			—			13			—						—			—			—		13			0.01
Impact from pension participation changes		—			—			(3	)		3			1						—			—			—		2			—
CEO transition remuneration		4			—			—			4			1						—			—			—		3			—
Gain related to interest rate swaps		—			—			1			(1	)		—						—			—			—		(1	)		—
U.S. tax reform discrete net tax (benefit)/expense		—			—			—			—			(9	)					—			—			—		9			0.01
Gain on equity method investment transactions		—			—			—			—			(184	)					757			—			—		(573	)		(0.39	)
Equity method investee acquisition-related or other charges/benefits, net		—			—			—			—			2						—			(9	)		—		7			0.01
Rounding		1			—			—			1			—						—			—			—		1			—

Adjusted (Non-GAAP) - As Recast	$	1,068		$	(19	)	$	83		$	1,004		$	182			18.1	%	$	—		$	(92	)	$	3	$	911		$	0.62

Diluted Average Shares Outstanding																															1,480

⁽¹⁾	Taxes were computed for each of the items excluded from the company’s GAAP results based on the facts and tax assumptions associated with each item.

Schedule 2.5

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Net Earnings and Tax Rate

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

(Unaudited)


	For the Three Months Ended June 30, 2019
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net			Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Loss on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	1,025		$	(12	)	$	101		$	936		$	216			23.1	%	$	25		$	(109	)	$	1	$	803		$	0.55
Simplify to Grow Program		83			(5	)		—			88			19						—			—			—		69			0.05
Mark-to-market (gains)/losses from derivatives		(33	)		—			—			(33	)		(3	)					—			—			—		(30	)		(0.02	)
Acquisition-related costs		1			—			—			1			—						—			—			—		1			—
Divestiture-related costs		11			—			—			11			1						—			—			—		10			0.01
Net earnings from divestitures		(5	)		—			—			(5	)		—						—			—			—		(5	)		(0.01	)
Net earnings from divestitures - KDP		—			—			—			—			(1	)					—			2			—		(1	)		—
Gain on divestitures		(41	)		—			—			(41	)		(3	)					—			—			—		(38	)		(0.03	)
Remeasurement of net monetary position		(1	)		—			—			(1	)		—						—			—			—		(1	)		—
Impact from pension participation changes		(35	)		—			—			(35	)		(9	)					—			—			—		(26	)		(0.02	)
CEO transition remuneration		3			—			—			3			—						—			—			—		3			—
U.S. tax reform discrete net tax (benefit)/expense		—			—			—			—			(1	)					—			—			—		1			—
Loss on equity method investment transactions		—			—			—			—			(2	)					(25	)		—			—		27			0.02
Equity method investee acquisition-related or other charges/benefits, net		—			—			—			—			3						—			(12	)		—		9			0.01

Adjusted (Non-GAAP) - As Recast	$	1,008		$	(17	)	$	101		$	924		$	220			23.8	%	$	—		$	(119	)	$	1	$	822		$	0.56

Currency																												53			0.04

Adjusted @ Constant FX (Non-GAAP) - As Recast																											$	875		$	0.60

Diluted Average Shares Outstanding																															1,458

	For the Three Months Ended June 30, 2018
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net			Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Gain on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	481		$	(15	)	$	248		$	248		$	15			6.0	%	$	—		$	(88	)	$	2	$	319		$	0.21
Simplify to Grow Program		179			(3	)		—			182			47						—			—			—		135			0.09
Mark-to-market (gains)/losses from derivatives		(88	)		—			—			(88	)		(14	)					—			—			—		(74	)		(0.05	)
Acquisition integration costs		2			—			—			2			—						—			—			—		2			—
Acquisition-related costs		13			—			—			13			3						—			—			—		10			0.01
Net earnings from divestitures		(2	)		—			—			(2	)		(2	)					—			—			—		—			—
Net earnings from divestitures - KDP		—			—			—			—			(1	)					—			—			—		1			—
Impact from pension participation changes		408			—			—			408			103						—			—			—		305			0.20
Impact from resolution of tax matters		11			—			(4	)		15			15						—			—			—		—			—
CEO transition remuneration		10			—			—			10			2						—			—			—		8			0.01
Loss related to interest rate swaps		—			—			(5	)		5			1						—			—			—		4			—
Loss on debt extinguishment and related expenses		—			—			(140	)		140			35						—			—			—		105			0.07
U.S. tax reform discrete net tax (benefit)/expense		—			—			—			—			2						—			—			—		(2	)		—
Equity method investee acquisition-related or other charges/benefits, net		—			—			—			—			1						—			(8	)		—		7			0.01
Rounding		2			—			—			2			—						—			—			—		2			—

Adjusted (Non-GAAP) - As Recast	$	1,016		$	(18	)	$	99		$	935		$	207			22.1	%	$	—		$	(96	)	$	2	$	822		$	0.55

Diluted Average Shares Outstanding																															1,488

⁽¹⁾	Taxes were computed for each of the items excluded from the company’s GAAP results based on the facts and tax assumptions associated with each item.

Schedule 2.6

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Net Earnings and Tax Rate

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

(Unaudited)


	For the Three Months Ended March 31, 2019
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net		Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Gain on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	1,036		$	(17	)	$	80	$	973		$	189			19.4	%	$	(23	)	$	(166	)	$	6	$	967		$	0.66
Simplify to Grow Program		70			—			—		70			19						—			—			—		51			0.03
Mark-to-market (gains)/losses from derivatives		(16	)		—			—		(16	)		(3	)					—			—			—		(13	)		(0.01	)
Divestiture-related costs		(1	)		—			—		(1	)		—						—			—			—		(1	)		—
Net earnings from divestitures		(4	)		—			—		(4	)		—						—			—			—		(4	)		—
Net earnings from divestitures - KDP		—			—			—		—			—						—			1			—		(1	)		—
Remeasurement of net monetary position		2			—			—		2			—						—			—			—		2			—
CEO transition remuneration		3			—			—		3			—						—			—			—		3			—
U.S. tax reform discrete net tax (benefit)/expense		—			—			—		—			(1	)					—			—			—		1			—
Gain on equity method investment transactions		—			—			—		—			(5	)					23			—			—		(18	)		(0.01	)
Equity method investee acquisition-related or other charges/benefits, net		—			—			—		—			4						—			(17	)		—		13			0.01

Adjusted (Non-GAAP) - As Recast	$	1,090		$	(17	)	$	80	$	1,027		$	203			19.8	%	$	—		$	(182	)	$	6	$	1,000		$	0.68

Currency																											88			0.06

Adjusted @ Constant FX (Non-GAAP) - As Recast																										$	1,088		$	0.74

Diluted Average Shares Outstanding																														1,461

	For the Three Months Ended March 31, 2018
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net		Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Gain on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	1,224		$	(13	)	$	80	$	1,157		$	337			29.1	%	$	—		$	(229	)	$	6	$	1,043		$	0.69
Simplify to Grow Program		114			—			—		114			30						—			—			—		84			0.06
Mark-to-market (gains)/losses from derivatives		(206	)		—			—		(206	)		(25	)					—			—			—		(181	)		(0.12	)
Acquisition integration costs		1			—			—		1			—						—			—			—		1			—
Divestiture-related costs		(3	)		—			—		(3	)		(2	)					—			—			—		(1	)		—
Net earnings from divestitures		(6	)		—			—		(6	)		1						—			—			—		(7	)		(0.01	)
Net earnings from divestitures - KDP		—			—			—		—			—						—			6			—		(6	)		—
CEO transition remuneration		4			—			—		4			1						—			—			—		3			—
Gain related to interest rate swaps		—			—			14		(14	)		(3	)					—			—			—		(11	)		(0.01	)
U.S. tax reform discrete net tax (benefit)/expense		—			—			—		—			(89	)					—			—			—		89			0.06
Equity method investee acquisition-related or other charges/benefits, net		—			—			—		—			(26	)					—			94			—		(68	)		(0.04	)
Rounding		(1	)		—			—		(1	)		—						—			—			—		(1	)		—

Adjusted (Non-GAAP) - As Recast	$	1,127		$	(13	)	$	94	$	1,046		$	224			21.4	%	$	—		$	(129	)	$	6	$	945		$	0.63

Diluted Average Shares Outstanding																														1,505

⁽¹⁾	Taxes were computed for each of the items excluded from the company’s GAAP results based on the facts and tax assumptions associated with each item.

Schedule 2.7

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Net Earnings and Tax Rate

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

(Unaudited)


	For the Twelve Months Ended December 31, 2018
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net			Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Gain on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	3,312		$	(50	)	$	520		$	2,842		$	773			27.2	%	$	(778	)	$	(484	)	$	14	$	3,317		$	2.23
Simplify to Grow Program		626			(5	)		—			631			156						—			—			—		475			0.32
Intangible asset impairment charges		68			—			—			68			16						—			—			—		52			0.03
Mark-to-market (gains)/losses from derivatives		(141	)		—			1			(142	)		(10	)					—			—			—		(132	)		(0.09	)
Acquisition integration costs		3			—			—			3			—						—			—			—		3			—
Acquisition-related costs		13			—			—			13			3						—			—			—		10			0.01
Divestiture-related costs		(1	)		—			—			(1	)		(2	)					—			—			—		1			—
Net earnings from divestitures		(19	)		—			—			(19	)		—						—			—			—		(19	)		(0.02	)
Net earnings from divestitures - KDP		—			—			—			—			(2	)					—			8			—		(6	)		—
Remeasurement of net monetary position		11			—			—			11			—						—			—			—		11			0.01
Impact from pension participation changes		423			—			(6	)		429			108						—			—			—		321			0.22
Impact from resolution of tax matters		(15	)		—			(4	)		(11	)		6						—			—			—		(17	)		(0.01	)
CEO transition remuneration		22			—			—			22			5						—			—			—		17			0.01
Gain related to interest rate swaps		—			—			10			(10	)		(2	)					—			—			—		(8	)		(0.01	)
Loss on debt extinguishment and related expenses		—			—			(140	)		140			35						—			—			—		105			0.07
U.S. tax reform discrete net tax (benefit)/expense		—			—			—			—			(19	)					—			—			—		19			0.01
Gain on equity method investment transactions		—			—			—			—			(192	)					778			—			—		(586	)		(0.39	)
Equity method investee acquisition-related or other charges/benefits, net		—			—			—			—			(16	)					—			37			—		(21	)		(0.01	)

Adjusted (Non-GAAP) - As Recast	$	4,302		$	(55	)	$	381		$	3,976		$	859			21.6	%	$	—		$	(439	)	$	14	$	3,542		$	2.38

Currency																												35			0.03

Adjusted @ Constant FX (Non-GAAP) - As Recast																											$	3,577		$	2.41

Diluted Average Shares Outstanding																															1,486

	For the Twelve Months Ended December 31, 2017
	Operating Income			Benefit plan non- service expense / (income)			Interest and other expense, net			Earnings before income taxes			Income taxes ⁽¹⁾			Effective tax rate			Gain on equity method investment transactions			Equity method investment net losses / (earnings)			Non- controlling interest earnings		Net Earnings attributable to Mondelēz International			Diluted EPS attributable to Mondelēz International
Reported (GAAP) - As Recast	$	3,462		$	(44	)	$	382		$	3,124		$	666			21.3	%	$	(40	)	$	(315	)	$	14	$	2,799		$	1.83
Simplify to Grow Program		777			(15	)		—			792			190						—			—			—		602			0.39
Intangible asset impairment charges		109			—			—			109			30						—			—			—		79			0.05
Mark-to-market (gains)/losses from derivatives		96			—			—			96			6						—			—			—		90			0.06
Malware incident incremental expenses		84			—			—			84			27						—			—			—		57			0.04
Acquisition integration costs		3			—			—			3			—						—			—			—		3			—
Divestiture-related costs		31			—			(3	)		34			(8	)					—			—			—		42			0.02
Net earnings from divestitures		(92	)		—			—			(92	)		(16	)					—			6			—		(82	)		(0.06	)
Net earnings from divestitures - KDP		—			—			—			—			(1	)					—			3			—		(2	)		—
Gain on divestitures		(186	)		—			—			(186	)		(7	)					—			—			—		(179	)		(0.11	)
Impacts from resolution of tax matters		(209	)		—			72			(281	)		(75	)					—			—			—		(206	)		(0.13	)
CEO transition remuneration		14			—			—			14			5						—			—			—		9			0.01
Loss on debt extinguishment and related expenses		—			—			(11	)		11			4						—			—			—		7			—
U.S. tax reform discrete net tax (benefit)/expense		—			—			—			—			44						—			—			—		(44	)		(0.03	)
Gain on equity method investment transactions		—			—			—			—			(15	)					40			—			—		(25	)		(0.02	)
Equity method investee acquisition-related or other charges/benefits, net		—			—			—			—			10						—			(67	)		—		57			0.04
Rounding		(1	)		—			—			(1	)		—						—			—			—		(1	)		—

Adjusted (Non-GAAP) - As Recast	$	4,088		$	(59	)	$	440		$	3,707		$	860			23.2	%	$	—		$	(373	)	$	14	$	3,206		$	2.09

Diluted Average Shares Outstanding																															1,531

⁽¹⁾	Taxes were computed for each of the items excluded from the company’s GAAP results based on the facts and tax assumptions associated with each item.

Schedule 3.1

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Diluted EPS

(Unaudited)


	For the Three Months Ended March 31,
	2020			2019			$ Change			% Change
Diluted EPS attributable to Mondelēz International (GAAP) - As Recast	$	0.51		$	0.66		$	(0.15	)		(22.7	)%
Simplify to Grow Program		0.03			0.03			—
Mark-to-market (gains)/losses from derivatives		0.11			(0.01	)		0.12
Loss related to interest rate swaps		0.06			—			0.06
Gain on equity method investment transactions		(0.04	)		(0.01	)		(0.03	)
Equity method investee acquisition-related or other charges/benefits, net		—			0.01			(0.01	)

Adjusted EPS (Non-GAAP) - As Recast	$	0.67		$	0.68		$	(0.01	)		(1.5	)%
Impact of unfavorable currency		0.03			—			0.03

Adjusted EPS @ Constant FX (Non-GAAP) - As Recast	$	0.70		$	0.68		$	0.02			2.9	%

Schedule 3.2

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Diluted EPS

(Unaudited)


	For the Twelve Months Ended December 31,
	2019			2018			$ Change			% Change
Diluted EPS attributable to Mondelēz International (GAAP) - As Recast	$	2.69		$	2.23		$	0.46			20.6	%
Simplify to Grow Program		0.24			0.32			(0.08	)
Intangible asset impairment charges		0.03			0.03			—
Mark-to-market (gains)/losses from derivatives		(0.05	)		(0.09	)		0.04
Acquisition-related costs		—			0.01			(0.01	)
Net earnings from divestitures		(0.01	)		(0.02	)		0.01
Gain on divestitures		(0.03	)		—			(0.03	)
Remeasurement of net monetary position		—			0.01			(0.01	)
Impact from pension participation changes		(0.02	)		0.22			(0.24	)
Impact from resolution of tax matters		0.05			(0.01	)		0.06
CEO transition remuneration		0.01			0.01			—
(Gain)/loss related to interest rate swaps		0.08			(0.01	)		0.09
Loss on debt extinguishment and related expenses		—			0.07			(0.07	)
Swiss tax reform net impacts		(0.53	)		—			(0.53	)
U.S. tax reform discrete net tax (benefit)/expense		—			0.01			(0.01	)
(Gain)/loss on equity method investment transactions		0.01			(0.39	)		0.40
Equity method investee acquisition-related or other charges/benefits, net		0.03			(0.01	)		0.04

Adjusted EPS (Non-GAAP) - As Recast	$	2.50		$	2.38		$	0.12			5.0	%
Impact of unfavorable currency		0.16			—			0.16

Adjusted EPS @ Constant FX (Non-GAAP) - As Recast	$	2.66		$	2.38		$	0.28			11.8	%

Schedule 3.3

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Diluted EPS

(Unaudited)


	For the Three Months Ended December 31,
	2019			2018			$ Change			% Change
Diluted EPS attributable to Mondelēz International (GAAP) - As Recast	$	0.50		$	0.51		$	(0.01	)		(2.0	)%
Simplify to Grow Program		0.07			0.10			(0.03	)
Mark-to-market (gains)/losses from derivatives		(0.01	)		0.02			(0.03	)
Impact from pension participation changes		—			0.01			(0.01	)
Impact from resolution of tax matters		0.04			(0.01	)		0.05
U.S. tax reform discrete net tax (benefit)/expense		—			(0.05	)		0.05
Gain on equity method investment transactions		—			(0.01	)		0.01
Equity method investee acquisition-related or other charges/benefits, net		0.01			0.02			(0.01	)

Adjusted EPS (Non-GAAP) - As Recast	$	0.61		$	0.59		$	0.02			3.4	%
Impact of unfavorable currency		0.03			—			0.03

Adjusted EPS @ Constant FX (Non-GAAP) - As Recast	$	0.64		$	0.59		$	0.05			8.5	%

Schedule 3.4

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Diluted EPS

(Unaudited)


	For the Three Months Ended September 30,
	2019			2018			$ Change			% Change
Diluted EPS attributable to Mondelēz International (GAAP) - As Recast	$	0.98		$	0.81		$	0.17			21.0	%
Simplify to Grow Program		0.08			0.07			0.01
Intangible asset impairment charges		0.03			0.03			—
Mark-to-market (gains)/losses from derivatives		(0.01	)		0.07			(0.08	)
Remeasurement of net monetary position		—			0.01			(0.01	)
Loss related to interest rate swaps		0.08			—			0.08
Swiss tax reform net impacts		(0.53	)		—			(0.53	)
U.S. tax reform discrete net tax (benefit)/expense		—			0.01			(0.01	)
Gain on equity method investment transactions		—			(0.39	)		0.39
Equity method investee acquisition-related or other charges/benefits, net		0.01			0.01			—

Adjusted EPS (Non-GAAP) - As Recast	$	0.64		$	0.62		$	0.02			3.2	%
Impact of unfavorable currency		0.03			—			0.03

Adjusted EPS @ Constant FX (Non-GAAP) - As Recast	$	0.67		$	0.62		$	0.05			8.1	%

Schedule 3.5

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Diluted EPS

(Unaudited)


	For the Three Months Ended June 30,
	2019			2018			$ Change			% Change
Diluted EPS attributable to Mondelēz International (GAAP) - As Recast	$	0.55		$	0.21		$	0.34			161.9	%
Simplify to Grow Program		0.05			0.09			(0.04	)
Mark-to-market (gains)/losses from derivatives		(0.02	)		(0.05	)		0.03
Acquisition-related costs		—			0.01			(0.01	)
Divestiture-related costs		0.01			—			0.01
Net earnings from divestitures		(0.01	)		—			(0.01	)
Gain on divestitures		(0.03	)		—			(0.03	)
Impact from pension participation changes		(0.02	)		0.20			(0.22	)
CEO transition remuneration		—			0.01			(0.01	)
Loss on debt extinguishment and related expenses		—			0.07			(0.07	)
Net loss on equity method investment transactions		0.02			—			0.02
Equity method investee acquisition-related or other charges/benefits, net		0.01			0.01			—

Adjusted EPS (Non-GAAP) - As Recast	$	0.56		$	0.55		$	0.01			1.8	%
Impact of unfavorable currency		0.04			—			0.04

Adjusted EPS @ Constant FX (Non-GAAP) - As Recast	$	0.60		$	0.55		$	0.05			9.1	%

Schedule 3.6

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Diluted EPS

(Unaudited)


	For the Three Months Ended March 31,
	2019			2018			$ Change			% Change
Diluted EPS attributable to Mondelēz International (GAAP) - As Recast	$	0.66		$	0.69		$	(0.03	)		(4.3	)%
Simplify to Grow Program		0.03			0.06			(0.03	)
Mark-to-market (gains)/losses from derivatives		(0.01	)		(0.12	)		0.11
Net earnings from divestitures		—			(0.01	)		0.01
Gain related to interest rate swaps		—			(0.01	)		0.01
U.S. tax reform discrete net tax (benefit)/expense		—			0.06			(0.06	)
Gain on equity method investment transactions		(0.01	)		—			(0.01	)
Equity method investee acquisition-related or other charges/benefits, net		0.01			(0.04	)		0.05

Adjusted EPS (Non-GAAP) - As Recast	$	0.68		$	0.63		$	0.05			7.9	%
Impact of unfavorable currency		0.06			—			0.06

Adjusted EPS @ Constant FX (Non-GAAP) - As Recast	$	0.74		$	0.63		$	0.11			17.5	%

Schedule 3.7

Mondelēz International, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Diluted EPS

(Unaudited)


	For the Twelve Months Ended December 31,
	2018			2017			$ Change			% Change
Diluted EPS attributable to Mondelēz International (GAAP) - As Recast	$	2.23		$	1.83		$	0.40			21.9	%
Simplify to Grow Program		0.32			0.39			(0.07	)
Intangible asset impairment charges		0.03			0.05			(0.02	)
Mark-to-market (gains)/losses from derivatives		(0.09	)		0.06			(0.15	)
Malware incident incremental expenses		—			0.04			(0.04	)
Acquisition-related costs		0.01			—			0.01
Divestiture-related costs		—			0.02			(0.02	)
Net earnings from divestitures		(0.02	)		(0.06	)		0.04
Gain on divestitures		—			(0.11	)		0.11
Remeasurement of net monetary position		0.01			—			0.01
Impact from pension participation changes		0.22			—			0.22
Impact from resolution of tax matters		(0.01	)		(0.13	)		0.12
CEO transition remuneration		0.01			0.01			—
Gain related to interest rate swaps		(0.01	)		—			(0.01	)
Loss on debt extinguishment and related expenses		0.07			—			0.07
U.S. tax reform discrete net tax (benefit)/expense		0.01			(0.03	)		0.04
Gain on equity method investment transactions		(0.39	)		(0.02	)		(0.37	)
Equity method investee acquisition-related or other charges/benefits, net		(0.01	)		0.04			(0.05	)

Adjusted EPS (Non-GAAP) - As Recast	$	2.38		$	2.09		$	0.29			13.9	%
Impact of unfavorable currency		0.03			—			0.03

Adjusted EPS @ Constant FX (Non-GAAP) - As Recast	$	2.41		$	2.09		$	0.32			15.3	%

EX-99.2

Exhibit 99.2

Non-GAAP Financial Measures – Additional Information

We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results, and provide additional insight and transparency on how we evaluate our business. We use non-GAAP financial measures to budget, make operating and strategic decisions and evaluate our performance. We have detailed below the adjustments that we make in our non-GAAP financial measure that was affected by this change in accounting principle. The adjustments generally fall within the following categories: acquisition & divestiture activities, gains and losses on intangible asset sales and non-cash impairments, major program restructuring activities, constant currency and related adjustments, major program financing and hedging activities and other major items affecting comparability of operating results. We believe the non-GAAP measures should always be considered along with the related U.S. GAAP financial measures.

The definitions of our non-GAAP financial measures did not change because of this change in accounting principle. For all periods presented in this Form 8-K, our non-GAAP financial measure Adjusted EPS is defined below and can also be found within our historically reported Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q for periods presented. As new events or circumstances arise, this definition could change over time. When definitions change, we provide the updated definitions and present the related non-GAAP historical results on a comparable basis ⁽¹⁾.

Adjusted EPS – defined as diluted EPS attributable to Mondelēz International from continuing operations excluding the impacts of the Simplify to Grow Program ⁽²⁾; gains or losses (including non-cash impairment charges) on goodwill and intangible assets; net earnings from divestitures ⁽³⁾; divestiture ⁽³⁾ or acquisition gains or losses and related divestiture ⁽³⁾, acquisition and integration costs; remeasurement of net monetary position ⁽⁴⁾; mark-to-market impacts from commodity and forecasted currency transaction derivative contracts ⁽⁵⁾; impacts from resolution of tax matters ⁽⁶⁾; CEO transition remuneration ⁽⁷⁾; impact from pension participation changes ⁽⁸⁾; incremental expenses related to the 2017 malware incident; losses on debt extinguishment and related expenses; gains or losses on interest rate swaps no longer designated as accounting cash flow hedges due to changed financing and hedging plans; gains or losses on equity method investment transactions; and U.S. and Swiss tax reform discrete impacts ⁽⁹⁾. Similarly, within Adjusted EPS, our equity method investment net earnings exclude our proportionate share of our investees’ unusual or infrequent items ⁽¹⁰⁾. We believe that Adjusted EPS provides improved comparability of underlying operating results. We also evaluate growth in our Adjusted EPS on a constant currency basis ⁽¹¹⁾.

(1)

When items no longer impact our current or future presentation of non-GAAP operating results, we remove these items from our non-GAAP definitions.

(2)

Non-GAAP adjustments related to the Simplify to Grow Program reflect costs incurred that relate to the objectives of our program to transform our supply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in the non-GAAP adjustments.

(3)

Divestitures include completed sales of businesses (including the partial or full sale of an equity method investment) and exits of major product lines upon completion of a sale or licensing agreement. Refer to Note 2, Divestitures and Acquisitions, in our Annual Report on Form 10-K for the year ended December 31, 2019 for more information on divestitures and acquisitions impacting the comparability of our results.

(4)

During the third quarter of 2018, as we began to apply highly inflationary accounting for Argentina, we excluded the remeasurement gains or losses related to remeasuring net monetary assets or liabilities in Argentina during the period to be consistent with our prior accounting for these remeasurement gains/losses for Venezuela when it was subject to highly inflationary accounting prior to 2016. Refer to Note 1, Basis of Presentation, in our Annual Report on Form 10-K for the year ended December 31, 2019 for additional information.

(5)

During the third quarter of 2016, we began to exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecasted currency transaction derivatives from our non-GAAP earnings measures until such time that the related exposures impact our operating results. Since we purchase commodity and forecasted currency contracts to mitigate price volatility primarily for inventory requirements in future periods, we made this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance across periods. We also discontinued designating commodity and forecasted currency transaction derivatives for hedge accounting treatment. To facilitate comparisons of our underlying operating results, we have recast all historical non-GAAP earnings measures to exclude the mark-to-market impacts.

(6)

Refer to Note 12, Commitments and Contingencies – Tax Matters, in our Annual Report on Form 10-K for the year ended December 31, 2019 for additional information.

(7)

On November 20, 2017, Dirk Van de Put succeeded Irene Rosenfeld as CEO of Mondelēz International in advance of her retirement at the end of March 2018. In order to incent Mr. Van de Put to join us, we provided him compensation with a total combined target value of $42.5 million to make him whole for incentive awards he forfeited or grants that were not made to him when he left his former employer. The compensation we granted took the form of cash, deferred stock units, performance share units and stock options. In connection with Irene Rosenfeld’s retirement, we made her outstanding grants of performance share units for the 2016-2018 and 2017-2019 performance cycles eligible for continued vesting and approved a $0.5 million salary for her service as Chairman from January through March 2018. We refer to these elements of Mr. Van de Put’s and Ms. Rosenfeld’s compensation arrangements together as “CEO transition remuneration.” We are excluding amounts we expense as CEO transition remuneration from our 2017 and future non-GAAP results because those amounts are not part of our regular compensation program and are incremental to amounts we would have incurred as ongoing CEO compensation. As a result, in 2017, we excluded amounts expensed for the cash payment to Mr. Van de Put and partial vesting of his equity grants. In 2018, we excluded amounts paid for Ms. Rosenfeld’s service as Chairman and partial vesting of Mr. Van de Put’s and Ms. Rosenfeld’s equity grants. In 2019, we excluded amounts related to the partial vesting of Mr. Van de Put’s equity grants. During the first quarter of 2020, Mr. Van de Put’s equity grants became fully vested.

(8)

The impact from pension participation changes represents the charges incurred when employee groups are withdrawn from multiemployer pension plans and other changes in employee group pension plan participation. We exclude these charges from our non–GAAP results because those amounts do not reflect our ongoing pension obligations. See Note 10, Benefit Plans, in our Annual Report on Form 10-K for the year ended December 31, 2019 for more information on the multiemployer pension plan partial withdrawal.

(9)

We exclude the impact of the 2019 Swiss tax reform and 2017 U.S. tax reform. During the third quarter of 2019, Swiss Federal and Zurich Cantonal tax events drove our recognition of a Swiss tax reform net benefit to our results of operations. On December 22, 2017, the United States enacted tax reform legislation that included a broad range of business tax provisions. We exclude these tax reform impacts from our Adjusted EPS as they do not reflect our ongoing tax obligations under the new tax reforms. Refer to our Annual Report on Form 10-K for the year ended December 31, 2019 for more information on the impact of Swiss and U.S. tax reform.

(10)

We have excluded our proportionate share of our equity method investees’ unusual or infrequent items, such as acquisition and divestiture related costs, restructuring program costs and discrete U.S. tax reform impacts, in order to provide investors with a comparable view of our performance across periods. Although we have shareholder rights and board representation commensurate with our ownership interests in our equity method investees and review the underlying operating results and unusual or infrequent items with them each reporting period, we do not have direct control over their operations or resulting revenue and expenses. Our use of equity method investment net earnings on an adjusted basis is not intended to imply that we have any such control. Our GAAP “diluted EPS attributable to Mondelēz International from continuing operations” includes all of the investees’ unusual and infrequent items.

(11)

Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.

We believe that the presentation of these non-GAAP financial measures, when considered together with our U.S. GAAP financial measures and the reconciliations to the corresponding U.S. GAAP financial measures, helps provide a more complete understanding of the factors and trends affecting our business than could be obtained absent these disclosures. Because non-GAAP financial measures vary among companies, the non-GAAP financial measures presented in this report may not be comparable to similarly titled measures used by other companies. Our use of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for any U.S. GAAP financial measure. 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.