UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 non-GAAP financial information related to the retrospective impact of our participation in a secondary offering of Keurig Dr Pepper Inc. (“KDP”) shares on June 7, 2021. We sold approximately 28 million shares, which reduced our ownership interest by 2.0% to 6.4% of the total outstanding shares.
Due to our reporting of KDP’s results on a one-quarter lag basis, the impact of the sale of these shares will affect our non-GAAP financial results beginning with our third quarter ended September 30, 2021. Consistent with our definitions of our non-GAAP financial measures, we will reflect this partial sale of our equity method investment in KDP as a divestiture. This change will result in the recasting of our historical non-GAAP financial results and 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.
Change to our Historical Non-GAAP Financial Results in connection with our Sale of KDP shares
As previously disclosed in our Quarterly Report on Form 10-Q for the three months ended June 30, 2021, we participated in a secondary offering of KDP shares on June 7, 2021. We sold approximately 28 million shares, which reduced our ownership interest by 2.0% to 6.4% of the total outstanding shares. We received $997 million of proceeds and recorded a pre-tax gain of $520 million (or $392 million after-tax) during the second quarter of 2021.
We consider the 2.0% ownership reduction resulting from this sale of shares a partial sale of our equity method investment in KDP. Consistent with our definitions of our non-GAAP financial measures, we consider this sale to be a divestiture. Due to our reporting of KDP’s results on a one-quarter lag basis, the impact of the sale of these shares will affect our non-GAAP financial results beginning with the third quarter ended September 30, 2021. Therefore, we will remove the equity method investment net earnings results related to this partial sale of our equity method investment in KDP from our non-GAAP financial results for Adjusted EPS for all historical periods presented. Our U.S. GAAP results, which include our historical equity method investment net earnings from KDP, will not change from what was previously reported.
Recast Amounts Reflecting Changes in Historical Non-GAAP Results
The change to our non-GAAP financial results for Adjusted EPS described above does not 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 unaudited GAAP and recast non-GAAP financial information for the first and second quarter of 2021, all quarters of 2020 and 2019, the first half of 2021 and the years ended December 31, 2020, and 2019.
Mondelēz International, Inc. and Subsidiaries
Recast Amounts Reflecting Change Due to Divestiture
(in millions of U.S. dollars, except per share data)
(Unaudited)
2019 | 2020 | 2021 | 2019 | 2020 | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
FY | FY | H1 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | ||||||||||||||||||||||||||||||||||||||||
Reported (GAAP) |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity method investment net earnings |
$ | 501 | $ | 421 | $ | 185 | $ | 166 | $ | 109 | $ | 114 | $ | 112 | $ | 121 | $ | 106 | $ | 84 | $ | 110 | $ | 78 | $ | 107 | ||||||||||||||||||||||||||
Provision for income taxes |
2 | 1,224 | 610 | 189 | 216 | (633 | ) | 230 | 148 | 341 | 391 | 344 | 212 | 398 | ||||||||||||||||||||||||||||||||||||||
Net earnings attributable to Mondelēz International |
3,929 | 3,555 | 2,039 | 967 | 803 | 1,426 | 733 | 736 | 544 | 1,119 | 1,156 | 961 | 1,078 | |||||||||||||||||||||||||||||||||||||||
Diluted earnings per share attributable to Mondelēz International |
$ | 2.69 | $ | 2.47 | $ | 1.44 | $ | 0.66 | $ | 0.55 | $ | 0.98 | $ | 0.50 | $ | 0.51 | $ | 0.38 | $ | 0.78 | $ | 0.80 | $ | 0.68 | $ | 0.76 | ||||||||||||||||||||||||||
Adjusted (Non-GAAP) - As Recast |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity method investment net earnings |
$ | 370 | $ | 403 | $ | 233 | $ | 101 | $ | 87 | $ | 90 | $ | 92 | $ | 100 | $ | 105 | $ | 95 | $ | 103 | $ | 127 | $ | 106 | ||||||||||||||||||||||||||
Provision for income taxes |
843 | 883 | 485 | 198 | 203 | 164 | 278 | 195 | 125 | 282 | 281 | 250 | 235 | |||||||||||||||||||||||||||||||||||||||
Net earnings attributable to Mondelēz International |
3,504 | 3,708 | 2,063 | 924 | 807 | 911 | 862 | 952 | 874 | 924 | 958 | 1,129 | 934 | |||||||||||||||||||||||||||||||||||||||
Diluted earnings per share attributable to Mondelēz International |
$ | 2.40 | $ | 2.57 | $ | 1.45 | $ | 0.63 | $ | 0.55 | $ | 0.62 | $ | 0.59 | $ | 0.66 | $ | 0.61 | $ | 0.64 | $ | 0.67 | $ | 0.79 | $ | 0.66 |
Financial Schedules
Exhibit 99.1 to this Form 8-K contains financial schedules that provide the reconciliations for our recast non-GAAP financial results for Adjusted EPS, due to the partial sale of our equity method investment in KDP, for the first and second quarter of 2021, all quarters of 2020 and 2019, the first half of 2021 and the years ended December 31, 2020 and 2019.
• | Schedule 1 provides reconciliations of the differences between the recast Adjusted (non-GAAP) financial measures and their most directly comparable reported (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 2 provides reconciliations between the reported diluted EPS attributable to Mondelēz International (GAAP) and the recast Adjusted EPS (non-GAAP) for comparative periods. |
Non-GAAP Financial Measures
We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results, identify trends in our underlying operating results, and provide additional insight and transparency on how we evaluate our business. For additional information regarding our non-GAAP financial measures, see Exhibit 99.2.
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: October 12, 2021