Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Mondelēz International, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Mondelēz International, Inc. and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of earnings, comprehensive earnings, equity and cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedule for each of the three years in the period ended December 31, 2020 listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Changes in Accounting Principles
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for a certain equity method investment in 2020 and the manner in which it accounts for leases in 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Report of Management on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in the Report of Management on Internal Control Over Financial Reporting appearing under Item 9A, management has excluded Give & Go from its assessment of internal control over financial reporting as of December 31, 2020 because it was acquired by the Company in a purchase business combination during 2020. We
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have also excluded Give & Go from our audit of internal control over financial reporting. Give & Go is a majority-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 0.4% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2020.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Indefinite-Life Intangible Assets Impairment Assessment
As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated indefinite-life intangible asset balance was $17.5 billion as of December 31, 2020. At least annually management assesses indefinite-life intangible assets for impairment by performing a qualitative review and assessing events and circumstances that could affect the fair value or carrying value of the indefinite-life intangible assets. If significant potential impairment risk exists for a specific asset, management quantitatively tests the asset for impairment by comparing its estimated fair value with its carrying value. Management estimates fair value using several accepted valuation methods, including relief of royalty, excess earnings and excess margin, that utilize estimates of future sales, earnings growth rates, royalty rates and discount rates.
The principal considerations for our determination that performing procedures relating to the indefinite-life intangible asset impairment assessment is a critical audit matter are the significant judgment by management when developing the fair value measurement of the indefinite-life intangible assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s fair value estimates and significant assumptions, related to estimates of future sales, earnings growth rates, royalty rates, and discount rates for certain indefinite-life intangible assets. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the indefinite-life intangible asset impairment assessment, including controls over the determination of the fair values of certain of the Company’s indefinite-life intangible assets as part of the annual impairment assessment. These procedures also included, among others, testing management’s process for developing the fair value estimate; evaluating the appropriateness of the valuation methods; testing the
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completeness and accuracy of underlying data used in the valuation methods; and evaluating the significant assumptions used by management related to the estimates of future sales, earnings growth rates, royalty rates, and discount rates. Evaluating management’s assumptions related to estimates of future sales and earnings growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the indefinite-life intangible assets, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s valuation methods and the royalty rates and discount rates significant assumptions.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 5, 2021
We have served as the Company’s auditor since 2001.
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Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Earnings
For the Years Ended December 31
(in millions of U.S. dollars, except per share data)
2020 2019 2018
Net revenues $ 26,581 $ 25,868 $ 25,938
Cost of sales 16,135 15,531 15,586
Gross profit 10,446 10,337 10,352
Selling, general and administrative expenses 6,098 6,136 6,475
Asset impairment and exit costs 301 228 389
Net gain on divestiture — ( 44 ) —
Amortization of intangible assets 194 174 176
Operating income 3,853 3,843 3,312
Benefit plan non-service income ( 138 ) ( 60 ) ( 50 )
Interest and other expense, net 608 456 520
Earnings before income taxes 3,383 3,447 2,842
Income tax provision ( 1,224 ) ( 2 ) ( 773 )
Gain/(loss) on equity method investment transactions 989 ( 2 ) 778
Equity method investment net earnings 421 501 484
Net earnings 3,569 3,944 3,331
Noncontrolling interest earnings ( 14 ) ( 15 ) ( 14 )
Net earnings attributable to Mondelēz International $ 3,555 $ 3,929 $ 3,317
Per share data:
Basic earnings per share attributable to Mondelēz International $ 2.48 $ 2.72 $ 2.25
Diluted earnings per share attributable to Mondelēz International $ 2.47 $ 2.69 $ 2.23
See accompanying notes to the consolidated financial statements.
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Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Earnings
For the Years Ended December 31
(in millions of U.S. dollars)
2020 2019 2018
Net earnings $ 3,569 $ 3,944 $ 3,331
Other comprehensive earnings/(losses), net of tax:
Currency translation adjustment ( 322 ) 300 ( 910 )
Pension and other benefit plans ( 153 ) 133 331
Derivative cash flow hedges 52 ( 45 ) ( 54 )
Total other comprehensive earnings/(losses) ( 423 ) 388 ( 633 )
Comprehensive earnings 3,146 4,332 2,698
less: Comprehensive earnings/(losses) attributable to
noncontrolling interests 27 13 12
Comprehensive earnings attributable to Mondelēz International $ 3,119 $ 4,319 $ 2,686
See accompanying notes to the consolidated financial statements.
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Mondelēz International, Inc. and Subsidiaries
Consolidated Balance Sheets, as of December 31
(in millions of U.S. dollars, except share data)
2020 2019
ASSETS
Cash and cash equivalents $ 3,619 $ 1,291
Trade receivables (net of allowances of $ 42 at December 31, 2020
and $ 35 at December 31, 2019)
2,297 2,212
Other receivables (net of allowances of $ 42 at December 31, 2020
and $ 44 at December 31, 2019)
657 715
Inventories, net 2,647 2,546
Other current assets 759 866
Total current assets 9,979 7,630
Property, plant and equipment, net 9,026 8,733
Operating lease right of use assets 638 568
Goodwill 21,895 20,848
Intangible assets, net 18,482 17,957
Prepaid pension assets 672 516
Deferred income taxes 790 726
Equity method investments 6,036 7,178
Other assets 292 359
TOTAL ASSETS $ 67,810 $ 64,515
LIABILITIES
Short-term borrowings $ 29 $ 2,638
Current portion of long-term debt 2,741 1,581
Accounts payable 6,209 5,853
Accrued marketing 2,130 1,836
Accrued employment costs 834 769
Other current liabilities 3,216 2,645
Total current liabilities 15,159 15,322
Long-term debt 17,276 14,207
Long-term operating lease liabilities 470 403
Deferred income taxes 3,346 3,338
Accrued pension costs 1,257 1,190
Accrued postretirement health care costs 346 387
Other liabilities 2,302 2,351
TOTAL LIABILITIES 40,156 37,198
Commitments and Contingencies (Note 14)
EQUITY
Common Stock, no par value ( 5,000,000,000 shares authorized and
1,996,537,778 shares issued at December 31, 2020 and December 31, 2019)
— —
Additional paid-in capital 32,070 32,019
Retained earnings 28,402 26,615
Accumulated other comprehensive losses ( 10,690 ) ( 10,254 )
Treasury stock, at cost ( 577,363,557 shares at December 31, 2020 and
561,531,524 shares at December 31, 2019)
( 22,204 ) ( 21,139 )
Total Mondelēz International Shareholders’ Equity 27,578 27,241
Noncontrolling interest 76 76
TOTAL EQUITY 27,654 27,317
TOTAL LIABILITIES AND EQUITY $ 67,810 $ 64,515
See accompanying notes to the consolidated financial statements.
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Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Equity
(in millions of U.S. dollars, except per share data)
Mondelēz International Shareholders’ Equity
Common
Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Earnings/
(Losses) Treasury
Stock Non-controlling
Interest Total
Equity
Balances at January 1, 2018 $ — $ 31,915 $ 22,598 $ ( 10,013 ) $ ( 18,555 ) $ 80 $ 26,025
Comprehensive earnings/(losses):
Net earnings — — 3,317 — — 14 3,331
Other comprehensive earnings/
(losses), net of income taxes — — — ( 631 ) — ( 2 ) ( 633 )
Exercise of stock options and
issuance of other stock awards — 46 ( 118 ) — 364 — 292
Common Stock repurchased — — — — ( 1,994 ) — ( 1,994 )
Cash dividends declared
($ 0.96 per share)
— — ( 1,409 ) — — — ( 1,409 )
Dividends paid on noncontrolling
interest and other activities — — 6 — — ( 16 ) ( 10 )
Balances at December 31, 2018 $ — $ 31,961 $ 24,394 $ ( 10,644 ) $ ( 20,185 ) $ 76 $ 25,602
Comprehensive earnings/(losses):
Net earnings — — 3,929 — — 15 3,944
Other comprehensive earnings/
(losses), net of income taxes — — — 390 — ( 2 ) 388
Exercise of stock options and
issuance of other stock awards — 58 ( 132 ) — 545 — 471
Common Stock repurchased — — — — ( 1,499 ) — ( 1,499 )
Cash dividends declared
($ 1.09 per share)
— — ( 1,576 ) — — — ( 1,576 )
Dividends paid on noncontrolling
interest and other activities — — — — — ( 13 ) ( 13 )
Balances at December 31, 2019 $ — $ 32,019 $ 26,615 $ ( 10,254 ) $ ( 21,139 ) $ 76 $ 27,317
Comprehensive earnings/(losses):
Net earnings — — 3,555 — — 14 3,569
Other comprehensive earnings/
(losses), net of income taxes — — — ( 436 ) — 13 ( 423 )
Exercise of stock options and
issuance of other stock awards — 51 ( 59 ) — 336 — 328
Common Stock repurchased — — — — ( 1,401 ) — ( 1,401 )
Cash dividends declared
($ 1.20 per share)
— — ( 1,718 ) — — — ( 1,718 )
Dividends paid on noncontrolling
interest and other activities — — 9 — — ( 27 ) ( 18 )
Balances at December 31, 2020 $ — $ 32,070 $ 28,402 $ ( 10,690 ) $ ( 22,204 ) $ 76 $ 27,654
See accompanying notes to the consolidated financial statements.
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Mondelēz International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31
(in millions of U.S. dollars)
2020 2019 2018
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
Net earnings $ 3,569 $ 3,944 $ 3,331
Adjustments to reconcile net earnings to operating cash flows:
Depreciation and amortization 1,116 1,047 811
Stock-based compensation expense 126 135 128
U.S. tax reform transition tax/(benefit) — 5 ( 38 )
Deferred income tax (benefit)/provision ( 70 ) ( 631 ) 233
Asset impairments and accelerated depreciation 136 109 141
Loss on early extinguishment of debt 185 — 140
Net gain on divestitures — ( 44 ) —
Net loss/(gain) on equity method investment transactions ( 989 ) 2 ( 778 )
Equity method investment net earnings ( 421 ) ( 501 ) ( 484 )
Distributions from equity method investments 246 250 180
Other non-cash items, net 243 97 381
Change in assets and liabilities, net of acquisitions and divestitures:
Receivables, net 59 124 257
Inventories, net ( 24 ) 31 ( 204 )
Accounts payable 436 4 236
Other current assets ( 207 ) ( 77 ) ( 25 )
Other current liabilities ( 208 ) ( 362 ) ( 136 )
Change in pension and postretirement assets and liabilities, net ( 233 ) ( 168 ) ( 225 )
Net cash provided by operating activities 3,964 3,965 3,948
CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
Capital expenditures ( 863 ) ( 925 ) ( 1,095 )
Acquisitions, net of cash received ( 1,136 ) ( 284 ) ( 528 )
Proceeds from divestitures including equity method investments 2,489 167 1
Proceeds from sale of property, plant and equipment and other 10 82 398
Net cash provided by/(used in) investing activities 500 ( 960 ) ( 1,224 )
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
Issuances of commercial paper, maturities greater than 90 days 677 1,306 3,981
Repayments of commercial paper, maturities greater than 90 days ( 1,174 ) ( 2,367 ) ( 2,856 )
Net issuances/(repayments) of other short-term borrowings ( 2,116 ) 524 ( 1,413 )
Long-term debt proceeds 7,213 3,136 2,948
Long-term debt repayments ( 3,878 ) ( 2,677 ) ( 1,821 )
Repurchases of Common Stock ( 1,390 ) ( 1,480 ) ( 2,020 )
Dividends paid ( 1,678 ) ( 1,542 ) ( 1,359 )
Other 131 313 211
Net cash used in financing activities ( 2,215 ) ( 2,787 ) ( 2,329 )
Effect of exchange rate changes on cash, cash equivalents and
restricted cash 73 10 ( 56 )
Cash, cash equivalents and restricted cash:
Increase/(decrease) 2,322 228 339
Balance at beginning of period 1,328 1,100 761
Balance at end of period $ 3,650 $ 1,328 $ 1,100
Cash paid:
Interest $ 413 $ 486 $ 491
Income taxes $ 1,264 $ 981 $ 864
See accompanying notes to the consolidated financial statements.
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Mondelēz International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Description of Business:
Mondelēz International, Inc. was incorporated in 2000 in the Commonwealth of Virginia. Mondelēz International, Inc., through its subsidiaries (collectively “Mondelēz International,” “we,” “us” and “our”), sells food and beverage products to consumers in over 150 countries.
Principles of Consolidation:
The consolidated financial statements include Mondelēz International, Inc. as well as our wholly owned and majority owned subsidiaries, except our Venezuelan subsidiaries which were deconsolidated in 2015. All intercompany transactions are eliminated. The noncontrolling interest represents the noncontrolling investors’ interests in the results of subsidiaries that we control and consolidate. We account for investments over which we exercise significant influence under the equity method of accounting. Investments over which we do not have significant influence or control are not material and as there is no readily determinable fair value for the equity interests, these investments are carried at cost with changes in the investment recognized to the extent cash is received.
Use of Estimates:
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require us to make estimates and assumptions that affect a number of amounts in our consolidated financial statements. Significant accounting policy elections, estimates and assumptions include, among others, valuation assumptions of goodwill and intangible assets, useful lives of long-lived assets, restructuring program liabilities, marketing program accruals, insurance and self-insurance reserves, pension and benefit plan assumptions and income taxes. We base our estimates on historical experience, expectations of future impacts and other assumptions that we believe are reasonable. Given the uncertainty of the global economic environment and the impact of COVID-19, our estimates could be significantly different than future performance. If actual amounts differ from estimates, we include the revisions in our consolidated results of operations in the period the actual amounts become known. Historically, the aggregate differences, if any, between our estimates and actual amounts in any year have not had a material effect on our consolidated financial statements.
Our operations and management structure are organized into four operating segments:
• Latin America
• AMEA
• Europe
• North America
See Note 18, Segment Reporting , for additional information on our segments.
Currency Translation and Highly Inflationary Accounting :
We translate the results of operations of our subsidiaries from multiple currencies using average exchange rates during each period and translate balance sheet accounts using exchange rates at the end of each period. We record currency translation adjustments as a component of equity (except for highly inflationary currencies) and realized exchange gains and losses on transactions in earnings.
Highly inflationary accounting is triggered when a country’s three-year cumulative inflation rate exceeds 100%. It requires the remeasurement of financial statements of subsidiaries in the country, from the functional currency of the subsidiary to our U.S. dollar reporting currency, with currency remeasurement gains or losses recorded in earnings. As discussed below, beginning on July 1, 2018, we began to apply highly inflationary accounting for our operations in Argentina.
Argentina. During the second quarter of 2018, primarily based on published estimates that indicated Argentina's three-year cumulative inflation rate exceeded 100%, we concluded that Argentina became a highly inflationary economy for accounting purposes. As of July 1, 2018, we began to apply highly inflationary accounting for our Argentinean subsidiaries and changed their functional currency from the Argentinean peso to the U.S. dollar. On July 1, 2018, both monetary and non-monetary assets and liabilities denominated in Argentinean pesos were remeasured into U.S. dollars using the exchange rate as of the balance sheet date, with remeasurement and other transaction gains and losses recorded in net earnings. As of December 31, 2020, our Argentinean operations had
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$ 3 million of Argentinean peso denominated net monetary liabilities. Our Argentinean operations contributed $ 335 million, or 1.3 % of consolidated net revenues in 2020. We recorded a remeasurement loss of $ 9 million in 2020, a remeasurement gain of $ 4 million in 2019 and a remeasurement loss of $ 11 million in 2018 within selling, general and administrative expenses related to the revaluation of the Argentinean peso denominated net monetary position over these periods.
Brexit . On January 31, 2020, the United Kingdom began the withdrawal process from the European Union under a E.U. and U.K. Parliament approved Withdrawal Agreement. During a transition period scheduled to end on December 31, 2020, the U.K. effectively remained in the E.U.’s customs union and single market while a new trade deal with the E.U. was negotiated. On December 24, 2020, both sides reached an agreement on a new trade arrangement that became effective on January 1, 2021. Main trade provisions include the continuation of no tariffs or quotas on trade between the U.K. and E.U. so long as we meet prescribed trade terms. We will also need to meet product and labeling standards for both the U.K. and E.U. and we have already begun to introduce these changes gradually. The U.K. may also set its own trade policies with countries such as the United States, Australia and New Zealand that currently do not have free trade agreements with the E.U. Cross-border trade between the U.K. and E.U. will be subject to new customs regulations, documentation and reviews. We have been taking protective measures to limit disruptions to our supply chain and sales to limit potential negative impacts on our results of operations, financial condition and cash flows. We continue to increase our resources in customer service & logistics as well as in our factories and on our customs support teams. We are adapting our systems and processes for new and increased customs transactions. We continue to enhance resilience plans to aid in dealing with anticipated border delays. We are working to address new regulatory requirements such as packaging changes. Also, we continue to closely monitor and manage our inventory levels of imported raw materials, packaging and finished goods in the U.K. Any disagreements on trade terms or supply chain or distribution delays or other disruptions could negatively affect our U.K. business. In 2020, we generated 9.0 % of our net revenues in the U.K.
Other Countries . Since we sell our products in over 150 countries and have operations in approximately 80 countries, we monitor economic and currency-related risks and seek to take protective measures in response to these exposures. Some of the countries in which we do business have recently experienced periods of significant economic uncertainty and exchange rate volatility, including Brazil, China, Mexico, Russia, Ukraine, Turkey, Egypt, Nigeria, South Africa and Pakistan. We continue to monitor operations, currencies and net monetary exposures in these countries. At this time, we do not anticipate that these countries are at risk of becoming highly inflationary economies.
Cash, Cash Equivalents and Restricted Cash:
Cash and cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or less. We also had restricted cash within other current assets of $ 31 million as of December 31, 2020 and $ 37 million as of December 31, 2019. Total cash, cash equivalents and restricted cash was $ 3,650 million as of December 31, 2020 and $ 1,328 million as of December 31, 2019.
Allowances for Credit Losses:
The allowances for credit losses are recorded against our receivables. They are developed at a country and region level based on historical collection experiences, current economic condition of specific customers and the forecasted economic condition of countries using various factors such as bond default rates and consumption indexes. We write off receivables once it is determined that the receivables are no longer collectible and as allowed by local laws.
Changes in allowances for credit losses consisted of:
Allowance for Trade Receivables Allowance for Other Current Receivables Allowance for Long-Term Receivables
(in millions)
Balance at January 1, 2020 $ ( 35 ) $ ( 44 ) $ ( 14 )
Current period provision for expected credit losses ( 10 ) ( 1 ) ( 1 )
Write-offs charged against the allowance 2 2 —
Currency 1 1 3
Balance at December 31, 2020 $ ( 42 ) $ ( 42 ) $ ( 12 )
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Transfers of Financial Assets:
We account for transfers of financial assets, such as uncommitted revolving non-recourse accounts receivable factoring arrangements, when we have surrendered control over the related assets. Determining whether control has transferred requires an evaluation of relevant legal considerations, an assessment of the nature and extent of our continuing involvement with the assets transferred and any other relevant considerations. We use receivable factoring arrangements periodically when circumstances are favorable to manage liquidity. We have nonrecourse factoring arrangements in which we sell eligible trade receivables primarily to banks in exchange for cash. We may then continue to collect the receivables sold, acting solely as a collecting agent on behalf of the banks. The outstanding principal amount of receivables under these arrangements amounted to $ 760 million as of December 31, 2020, $ 760 million as of December 31, 2019 and $ 819 million as of December 31, 2018. The incremental costs of factoring receivables under these arrangements were approximately $ 10 million in each of the years presented. The proceeds from the sales of receivables are included in cash from operating activities in the consolidated statements of cash flows.
Inventories:
We record our inventory using the average cost method and record inventory allowances for overstock and obsolete inventory.
Long-Lived Assets:
Property, plant and equipment are stated at historical cost and depreciated by the straight-line method over the estimated useful lives of the assets. Machinery and equipment are depreciated over periods ranging from 3 to 20 years and buildings and building improvements over periods up to 40 years.
We review long-lived assets, including definite-life intangible assets, for realizability on an ongoing basis. Changes in depreciation, generally accelerated depreciation, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. We also review for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, we perform undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, we group assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal. Any significant impairment losses would be recorded within asset impairment and exit costs in the consolidated statements of earnings.
Leases:
On January 1, 2019, we adopted the new lease accounting standard. We recorded $ 710 million of lease related assets and $ 730 million of lease related liabilities on our consolidated balance sheet as of January 1, 2019. The transition method we elected for adoption included recording a cumulative effect adjustment to retained earnings as of January 1, 2019, which was not material.
We determine whether a contract is or contains a lease at contract inception. Our policy is to not recognize right-of-use ("ROU") assets and lease liabilities for short-term operating leases with terms of 12 months or less. Long-term operating lease ROU assets and long-term operating lease liabilities are presented separately and operating lease liabilities payable in the next twelve months are recorded in other current liabilities. Finance lease ROU assets are presented in property, plant and equipment and the related finance lease liabilities are presented in the current portion of long-term debt and long-term debt.
Lease ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets are recognized at commencement date at the value of the lease liability, adjusted for any prepayments, lease incentives received and initial direct costs incurred. Lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. The non-recurring fair value measurement is classified as Level 3 as no fair value inputs are observable. As the rate implicit in the lease is not readily determinable in most of our leases, we use our country-specific incremental borrowing rate based on the lease term using information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Many of our leases contain non-lease components (e.g. product costs, common-area or other maintenance costs) that relate to the lease components of the agreement. Non-lease components and the lease components to which they relate are accounted for as a single lease component.
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Amortization of ROU lease assets is calculated on a straight-line basis over the lease term with the expense recorded in cost of sales or selling, general and administrative expenses depending on the nature of the leased item. Interest expense is recorded over the lease term and is recorded in interest expense (based on a front-loaded interest expense pattern) for finance leases and is recorded in cost of sales or selling, general and administrative expenses (on a straight-line basis) for operating leases. All operating lease cash payments and interest on finance leases are recorded within cash flows from operating activities and all finance lease principal payments are recorded within cash flows from financing activities in the consolidated statements of cash flows.
Software Costs:
We capitalize certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use. Capitalized software costs are included in property, plant and equipment and amortized on a straight-line basis over the estimated useful lives of the software, which do not exceed seven years .
Goodwill and Indefinite-Life Intangible Assets:
We test goodwill and indefinite-life intangible assets for impairment on an annual basis on July 1. We assess goodwill impairment risk throughout the year by performing a qualitative review of entity-specific, industry, market and general economic factors affecting our goodwill reporting units. We review our operating segment and reporting unit structure for goodwill testing annually or as significant changes in the organization occur. Annually, we may perform qualitative testing, or depending on factors such as prior-year test results, current year developments, current risk evaluations and other practical considerations, we may elect to do quantitative testing instead. In our quantitative testing, we compare a reporting unit’s estimated fair value with its carrying value. We estimate a reporting unit’s fair value using a discounted cash flow method that incorporates planned growth rates, market-based discount rates and estimates of residual value. In 2020, we performed a quantitative annual test. For our Europe and North America reporting units, we used a market-based, weighted-average cost of capital of 6.1 % to discount the projected cash flows of those operations, and for our Latin America and AMEA reporting units, we used a risk-rated discount rate of 9.1 %. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans, industry and economic conditions, and our actual results and conditions may differ over time. If the carrying value of a reporting unit’s net assets exceeds its fair value, we would recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value.
Annually we assess indefinite-life intangible assets for impairment by performing a qualitative review and assessing events and circumstances that could affect the fair value or carrying value of these intangible assets. If significant potential impairment risk exists for a specific asset, we quantitatively test it for impairment by comparing its estimated fair value with its carrying value. We determine estimated fair value using estimates of future sales, earnings growth rates, royalty rates and discount rates. If the carrying value of the asset exceeds its fair value, we consider the asset impaired and reduce its carrying value to the estimated fair value. We amortize definite-life intangible assets over their estimated useful lives and evaluate them for impairment as we do other long-lived assets.
Insurance and Self-Insurance:
We use a combination of insurance and self-insurance for a number of risks, including workers’ compensation, general liability, automobile liability, product liability and our obligation for employee healthcare benefits. We estimate the liabilities associated with these risks on an undiscounted basis by evaluating and making judgments about historical claims experience and other actuarial assumptions and the estimated impact on future results.
Revenue Recognition:
We predominantly sell food and beverage products across several product categories and in all regions as disclosed in Note 18, Segment Reporting . We recognize revenue when control over the products transfers to our customers, which generally occurs upon delivery or shipment of the products. A small percentage of our net revenues relates to the licensing of our intellectual property, predominantly brand and trade names, and we record these revenues when earned within the period of the license term. We account for product shipping, handling and insurance as fulfillment activities with revenues for these activities recorded within net revenue and costs recorded within cost of sales. Any taxes collected on behalf of government authorities are excluded from net revenues.
Revenues are recorded net of trade and sales incentives and estimated product returns. Known or expected pricing or revenue adjustments, such as trade discounts, rebates or returns, are estimated at the time of sale. We base these estimates of expected amounts principally on historical utilization and redemption rates. Estimates that affect
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revenue, such as trade incentives and product returns, are monitored and adjusted each period until the incentives or product returns are realized.
Key sales terms, such as pricing and quantities ordered, are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration. As such, we do not capitalize contract inception costs and we capitalize product fulfillment costs in accordance with U.S. GAAP and our inventory policies. We generally do not have any unbilled receivables at the end of a period. Deferred revenues are not material and primarily include customer advance payments typically collected a few days before product delivery, at which time deferred revenues are reclassified and recorded as net revenues. We generally do not receive noncash consideration for the sale of goods nor do we grant payment financing terms greater than one year.
Marketing, Advertising and Research and Development:
We promote our products with marketing and advertising programs. These programs include, but are not limited to, cooperative advertising, in-store displays and consumer marketing promotions. For interim reporting purposes, advertising, consumer promotion and marketing research expenses are charged to operations as a percentage of volume, based on estimated sales volume and estimated program spending. We do not defer costs on our year-end consolidated balance sheet and all marketing and advertising costs are recorded as an expense in the year incurred. Advertising expense was $ 1,376 million in 2020, $ 1,208 million in 2019 and $ 1,173 million in 2018. We expense product research and development costs as incurred. Research and development expense was $ 332 million in 2020, $ 351 million in 2019 and $ 362 million in 2018. We record marketing and advertising as well as research and development expenses within selling, general and administrative expenses.
Stock-based Compensation:
Stock-based compensation awarded to employees and non-employee directors is valued at fair value on the grant date. We record stock-based compensation expense over the vesting period, generally three years. Forfeitures are estimated on the grant date for all of our stock-based compensation awards.
Employee Benefit Plans:
We provide a range of benefits to our current and retired employees including pension benefits, defined contribution plan benefits, postretirement health care benefits and postemployment primarily severance-related benefits depending upon local statutory requirements, employee tenure and service requirements as well as other factors. The cost for these plans is recognized in earnings primarily over the working life of the covered employee.
Financial Instruments:
We use financial instruments to manage our currency exchange rate, commodity price and interest rate risks. We monitor and manage these exposures as part of our overall risk management program, which focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on our operating results. A principal objective of our risk management strategies is to reduce significant, unanticipated earnings fluctuations that may arise from volatility in currency exchange rates, commodity prices and interest rates, principally through the use of derivative instruments.
We use a combination of primarily currency forward contracts, futures, options and swaps; commodity forward contracts, futures and options; and interest rate swaps to manage our exposure to cash flow variability, protect the value of our existing currency assets and liabilities and protect the value of our debt. See Note 10, Financial Instruments, for more information on the types of derivative instruments we use.
We record derivative financial instruments on a gross basis and at fair value in our consolidated balance sheets within other current assets or other current liabilities due to their relatively short-term duration. Cash flows related to the settlement of derivative instruments designated as net investment hedges of foreign operations are classified in the consolidated statements of cash flows within investing activities. All other cash flows related to derivative instruments that are designated, and those that are economic hedges, are classified in the same line item as the cash flows of the related hedged item, which is generally within operating activities. Cash flows related to the settlement of all other free-standing derivative instruments are classified within investing activities. Changes in the fair value of a derivative that is designated as a cash flow hedge, to the extent that the hedge is effective, are recorded in accumulated other comprehensive earnings/(losses) and reclassified to earnings when the hedged item affects earnings. Changes in fair value of economic hedges and the ineffective portion of all hedges are recognized in current period earnings. We use non-U.S. dollar denominated debt to hedge a portion of our net investment in non-U.S. operations against adverse movements in exchange rates. Currency movements related to our non-U.S.
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debt and our net investments in non-U.S. operations, as well as the related deferred taxes, are recorded within currency translation adjustment in accumulated other comprehensive earnings/(losses).
In order to qualify for hedge accounting, a specified level of hedging effectiveness between the derivative instrument and the item being hedged must exist at inception and throughout the hedged period. We must also formally document the nature of and relationship between the derivative and the hedged item, as well as our risk management objectives, strategies for undertaking the hedge transaction and method of assessing hedge effectiveness. Additionally, for a hedge of a forecasted transaction, the significant characteristics and expected term of the forecasted transaction must be specifically identified, and it must be probable that the forecasted transaction will occur. If it is no longer probable that the hedged forecasted transaction will occur, we would recognize the gain or loss related to the derivative in earnings.
When we use derivatives, we are exposed to credit and market risks. Credit risk exists when a counterparty to a derivative contract might fail to fulfill its performance obligations under the contract. We reduce our credit risk by entering into transactions with counterparties with high quality, investment grade credit ratings, limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties. We also maintain a policy of requiring that all significant, non-exchange traded derivative contracts with a duration of one year or longer are governed by an International Swaps and Derivatives Association master agreement. Market risk exists when the value of a derivative or other financial instrument might be adversely affected by changes in market conditions and commodity prices, currency exchange rates or interest rates. We manage derivative market risk by limiting the types of derivative instruments and derivative strategies we use and the degree of market risk that we plan to hedge through the use of derivative instruments.
Commodity derivatives . We are exposed to price risk related to forecasted purchases of certain commodities that we primarily use as raw materials. We enter into commodity forward contracts primarily for wheat, sugar and other sweeteners, soybean and vegetable oils and cocoa. Commodity forward contracts generally are not subject to the accounting requirements for derivative instruments and hedging activities under the normal purchases exception. We also use commodity futures and options to hedge the price of certain input costs, including cocoa, energy costs, sugar and other sweeteners, wheat, packaging, dairy, corn, and soybean and vegetable oils. We also sell commodity futures to unprice future purchase commitments, and we occasionally use related futures to cross-hedge a commodity exposure. We are not a party to leveraged derivatives and, by policy, do not use financial instruments for speculative purposes.
Currency exchange derivatives . We use various financial instruments to mitigate our exposure to changes in exchange rates from third-party and intercompany current and forecasted transactions. These instruments may include currency exchange forward contracts, futures, options and swaps. Based on the size and location of our businesses, we use these instruments to hedge our exposure to certain currencies, including the euro, pound sterling, Swiss franc, Canadian dollar and Mexican peso. Any unrealized gains or losses (mark-to-market impacts) and realized gains or losses are recorded in earnings (see Note 10, Financial Instruments , for additional information).
Interest rate cash flow and fair value hedges . We manage interest rate volatility by modifying the pricing or maturity characteristics of certain liabilities so that the net impact on expense is not, on a material basis, adversely affected by movements in interest rates. As a result of interest rate fluctuations, hedged fixed-rate liabilities appreciate or depreciate in market value. We expect the effect of this unrealized appreciation or depreciation to be substantially offset by our gains or losses on the derivative instruments that are linked to these hedged liabilities. We use derivative instruments, including interest rate swaps that have indices related to the pricing of specific liabilities as part of our interest rate risk management strategy. As a matter of policy, we do not use highly leveraged derivative instruments for interest rate risk management. We use interest rate swaps to economically convert a portion of our fixed-rate debt into variable-rate debt. Under the interest rate swap contracts, we agree with other parties to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts, which is calculated based on an agreed-upon notional amount. We use interest rate swaps to hedge the variability of interest payment cash flows on a portion of our future debt obligations. We also execute cross-currency interest rate swaps to hedge interest payments on newly issued debt denominated in a different currency than the functional currency of the borrowing entity. Substantially all of these derivative instruments are highly effective and qualify for hedge accounting treatment.
Hedges of net investments in non-U.S. operations . We have numerous investments outside the United States. The net assets of these subsidiaries are exposed to changes and volatility in currency exchange rates. We use local
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currency denominated debt to hedge our non-U.S. net investments against adverse movements in exchange rates. We designated our euro, pound sterling, Swiss franc and Canadian dollar-denominated borrowings as a net investment hedge of a portion of our overall international operations. The gains and losses on our net investment in these designated international operations are economically offset by losses and gains on our euro, pound sterling, Swiss franc and Canadian dollar-denominated borrowings. The change in the debt’s value, net of deferred taxes, is recorded in the currency translation adjustment component of accumulated other comprehensive earnings/(losses).
We use derivatives instruments such as cross-currency interest rate swaps and forwards to hedge certain investments in our non-U.S. operations against movements in exchange rates. The after-tax gain/(loss) on these net investment hedge contracts is recorded in the cumulative translation adjustment section of other comprehensive income and the pre-tax impacts of the cash flows from these contracts are reported as other investing activities in the consolidated statement of cash flows.
Income Taxes:
Our provision for income taxes includes amounts payable or refundable for the current year, the effects of deferred taxes and impacts from uncertain tax positions. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of our assets and liabilities, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those differences are expected to reverse.
The realization of certain deferred tax assets is dependent on generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. When assessing the need for a valuation allowance, we consider any carryback potential, future reversals of existing taxable temporary differences (including liabilities for unrecognized tax benefits), future taxable income and tax planning strategies.
We recognize tax benefits in our financial statements from uncertain tax positions only if it is more likely than not that the tax position will be sustained based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon resolution. Future changes related to the expected resolution of uncertain tax positions could affect tax expense in the period when the change occurs.
We monitor for changes in tax laws and reflect the impacts of tax law changes in the period of enactment. When there is refinement to tax law changes in subsequent periods, we account for the new guidance in the period when it becomes known.
New Accounting Pronouncements:
In December 2019, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") that removes certain exceptions in accounting for income taxes, improves consistency in application and clarifies existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We do not expect this ASU to have a material impact on our consolidated financial statements.
In August 2018, the FASB issued an ASU that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs for internal-use software. This ASU is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. On January 1, 2020, we adopted the standard on a prospective basis and the standard did not have a material impact on our consolidated financial statements.
In August 2018, the FASB issued an ASU that modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The ASU is effective for fiscal years ending after December 15, 2020, with early adoption permitted. We adopted this standard and reflected the changes within our benefit plan disclosures. This standard did not have an impact on our consolidated financial statements.
In August 2018, the FASB issued an ASU that modifies the disclosure requirements on fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We adopted the standard on January 1, 2020 and there was no material impact to our consolidated financial statements upon adoption.
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In June 2016, the FASB issued an ASU on the measurement of credit losses on financial instruments. This ASU requires entities to measure the impairment of certain financial instruments, including trade receivables, based on expected losses rather than incurred losses. This ASU is effective for fiscal years beginning after December 15, 2019. We adopted the standard on January 1, 2020 using the modified retrospective basis and there was no material impact to our consolidated financial statements.
Reclassifications:
Certain amounts previously reported have been reclassified to conform to current-year presentation. During the second quarter of 2020, in connection with the JDE Peet's (as defined below) transaction (refer to Note 7, Equity Method Investments ), we changed our accounting principle to reflect our share of Jacobs Douwe Egberts ("JDE") historical results and JDE Peet's ongoing results on a one-quarter lag basis while we continue to record dividends when cash is received. This change was applied retrospectively to all periods presented.
Note 2. Acquisitions and Divestitures
On January 4, 2021, we acquired the remaining 93 % of equity of Hu Master Holdings, a category leader in premium chocolate in the United States, for closing cash consideration of approximately $ 231 million and the potential for a contingent consideration payment based on the future performance of the acquired company.
On April 1, 2020, we acquired a majority interest in Give & Go, a North American leader in fully-finished sweet baked goods and owner of the famous two-bite ® brand of brownies and the Create-A-Treat ® brand, known for cookie and gingerbread house decorating kits. The acquisition of Give & Go provides access to the in-store bakery channel and expands our position in broader snacking. The purchase consideration for Give & Go totaled $ 1,136 million, net of cash received. We are working to complete the valuation and have recorded a preliminary purchase price allocation of net tangible and intangible assets acquired and liabilities assumed as follows:
(in millions)
Receivables $ 29
Inventory 38
Other current assets 5
Property, plant and equipment 136
Operating right of use assets 61
Definite-life intangible assets 511
Indefinite-life intangible assets 42
Goodwill 531
Assets acquired $ 1,353
Current liabilities 41
Deferred tax liabilities 92
Long-term operating lease liabilities 56
Long-term debt 6
Long-term other liabilities 19
Total purchase price $ 1,139
Less: cash received 3
Net Cash Paid $ 1,136
Within definite-life intangible assets, we allocated $ 416 million to customer relationships which have an estimated useful life of 17 years. Goodwill arises principally as a result of expansion opportunities and synergies across both new and legacy product categories. None of the goodwill recognized is expected to be deductible for income tax purposes.
The fair value for customer relationships at the acquisition date was determined using the multi-period excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates and discount rates.
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The acquisition added incremental net revenues of $ 390 million and operating income of $ 24 million in 2020. We incurred acquisition-related costs of $ 15 million during 2020.
On July 16, 2019, we acquired a majority interest in a U.S. refrigerated nutrition bar company, Perfect Snacks, within our North America segment for $ 284 million cash paid, net of cash received, and expanded our position in broader snacking. During the first quarter of 2020, we finalized the purchase price allocation of $ 31 million to definite-life intangible assets, $ 107 million to indefinite-life intangible assets, $ 150 million to goodwill, $ 1 million to property, plant and equipment, $ 12 million to inventory, $ 8 million to accounts receivable, $ 13 million to current liabilities, $ 3 million to deferred tax liabilities and $ 9 million to other liabilities. Through the one-year anniversary of the acquisition, Perfect Snacks added incremental net revenues of $ 55 million and an immaterial amount of incremental operating income in 2020.
On May 28, 2019, we completed the sale of most of our cheese business in the Middle East and Africa to Arla Foods of Denmark. In 2019, we received cash proceeds of $ 161 million and divested $ 19 million of current assets and $ 96 million of non-current assets. During 2019, we recorded a net pre-tax gain of $ 44 million on the sale. The divestiture resulted in year-over-year declines in net revenues of $ 55 million and operating income of $ 9 million during 2020. We incurred divestiture-related costs of $ 4 million in 2020 and $ 6 million in 2019.
On June 7, 2018, we acquired a U.S. premium biscuit company, Tate’s Bake Shop, within our North America segment and extended our premium biscuit offering. During the second quarter of 2018, we paid $ 528 million, net of cash received, and during the second quarter of 2019, we finalized the purchase price at $ 527 million. The purchase price allocation included $ 45 million to definite-life intangible assets, $ 205 million to indefinite-life intangible assets, $ 297 million to goodwill, $ 16 million to property, plant and equipment, $ 5 million to inventory, $ 9 million to accounts receivable, $ 7 million to current liabilities and $ 43 million to deferred tax liabilities. Through the one-year anniversary of the acquisition, Tate's added incremental net revenues of $ 35 million and an immaterial amount of incremental operating income in 2019.
Note 3. Inventories
Inventories consisted of the following:
As of December 31,
2020 2019
(in millions)
Raw materials $ 718 $ 707
Finished product 2,059 1,953
2,777 2,660
Inventory reserves ( 130 ) ( 114 )
Inventories, net $ 2,647 $ 2,546
Note 4. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
As of December 31,
2020 2019
(in millions)
Land and land improvements $ 422 $ 422
Buildings and building improvements 3,252 3,140
Machinery and equipment 12,053 11,295
Construction in progress 628 680
16,355 15,537
Accumulated depreciation ( 7,329 ) ( 6,804 )
Property, plant and equipment, net $ 9,026 $ 8,733
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Capital expenditures as presented on the statement of cash flow were $ 0.9 billion, $ 0.9 billion and $ 1.1 billion for the years ending December 31, 2020, 2019 and 2018 and excluded $ 275 million, $ 334 million and $ 331 million for accrued capital expenditures not yet paid.
In connection with our restructuring program, we recorded non-cash property, plant and equipment write-downs (including accelerated depreciation and asset impairments) and losses/(gains) on disposal within asset impairment and exit costs on the consolidated statements of earnings and within the segment results as follows (refer to Note 8, Restructuring Program ):
For the Years Ended December 31,
2020 2019 2018
(in millions)
Latin America $ ( 12 ) $ — $ 25
AMEA ( 7 ) ( 2 ) 5
Europe 5 46 15
North America 1 5 13
Corporate — 1 1
Total $ ( 13 ) $ 50 $ 59
Note 5. Leases
We have operating and finance leases for manufacturing and distribution facilities, vehicles, equipment and office space. Our leases have remaining lease terms of 1 to 19 years, some of which include options to extend the leases for up to 6 years. We assume the majority of our termination options will not be exercised when determining the lease term of our leases. We do not include significant restrictions or covenants in our lease agreements, and residual value guarantees are generally not included within our operating leases, with the exception of some fleet leases. Some of our leasing arrangements require variable payments that are dependent on usage or output or may vary for other reasons, such as product costs, insurance and tax payments. These variable payment leases are not included in our recorded lease assets and liabilities and are expensed as incurred. Certain leases are tied to a variable index or rate and are included in our lease assets and liabilities based on the indices or rates as of lease commencement.
The components of lease costs were as follows:
For the Years Ended December 31,
2020 2019
(in millions)
Operating lease cost $ 236 $ 222
Finance lease cost:
Amortization of right-of-use assets 60 29
Interest on lease liabilities 7 4
Short-term lease cost 26 39
Variable lease cost 442 474
Sublease income ( 7 ) ( 6 )
Total lease cost $ 764 $ 762
Rent expenses under prior lease accounting rules (ASC 840) recorded in continuing operations were $ 260 million in 2018.
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Supplemental cash flow information related to leases was as follows:
For the Years Ended December 31,
2020 2019
(in millions)
Cash paid for amounts included in the measurement of
lease liabilities:
Operating cash flows from operating leases $ ( 236 ) $ ( 234 )
Operating cash flows from finance leases ( 7 ) ( 4 )
Financing cash flows from finance leases ( 56 ) ( 27 )
Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 208 $ 95
Finance leases 180 99
Supplemental balance sheet information related to leases was as follows:
As of December 31,
2020 2019
(in millions)
Operating Leases:
Operating lease right-of-use assets, net of amortization $ 638 $ 568
Other current liabilities $ 190 $ 178
Long-term operating lease liabilities 470 403
Total operating lease liabilities $ 660 $ 581
Finance Leases:
Finance leases, net of amortization (within property, plant & equipment) $ 252 $ 122
Current portion of long-term debt $ 74 $ 32
Long-term debt 182 91
Total finance lease liabilities $ 256 $ 123
Weighted Average Remaining Lease Term
Operating leases 6.3 years 5.2 years
Finance leases 4.4 years 4.6 years
Weighted Average Discount Rate
Operating leases 3.2 % 3.5 %
Finance leases 3.2 % 3.7 %
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Maturities of lease liabilities were as follows:
As of December 31, 2020
Operating Leases Finance Leases
(in millions)
Year Ending December 31:
2021 $ 203 $ 81
2022 155 71
2023 107 51
2024 72 33
2025 51 18
Thereafter 169 22
Total future undiscounted lease payments $ 757 $ 276
Less imputed interest ( 97 ) ( 20 )
Total reported lease liability $ 660 $ 256
Note 6. Goodwill and Intangible Assets
Goodwill by operating segment was:
As of December 31,
2020 2019
(in millions)
Latin America $ 706 $ 818
AMEA 3,250 3,151
Europe 8,038 7,523
North America 9,901 9,356
Goodwill $ 21,895 $ 20,848
Intangible assets consisted of the following:
As of December 31,
2020 2019
(in millions)
Indefinite-life intangible assets $ 17,492 $ 17,296
Definite-life intangible assets 2,907 2,374
20,399 19,670
Accumulated amortization ( 1,917 ) ( 1,713 )
Intangible assets, net $ 18,482 $ 17,957
Indefinite-life intangible assets consist principally of brand names purchased through our acquisitions of Nabisco Holdings Corp., the Spanish and Portuguese operations of United Biscuits, the global LU biscuit business of Groupe Danone S.A. and Cadbury Limited. Definite-life intangible assets consist primarily of trademarks, customer-related intangibles, process technology, licenses and non-compete agreements.
Amortization expense for intangible assets was $ 194 million in 2020, $ 174 million in 2019 and $ 176 million in 2018. For the next five years, we estimate annual amortization expense of approximately $ 125 million next year, approximately $ 115 million in years two to four and approximately $ 100 million in year five, reflecting December 31, 2020 exchange rates.
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Changes in goodwill and intangible assets consisted of:
2020 2019
Goodwill Intangible
Assets, at cost Goodwill Intangible
Assets, at cost
(in millions)
Balance at January 1 $ 20,848 $ 19,670 $ 20,725 $ 19,529
Changes due to:
Currency 516 320 17 60
Divestitures — — ( 43 ) —
Acquisitions 531 553 149 138
Asset impairments — ( 144 ) — ( 57 )
Balance at December 31 $ 21,895 $ 20,399 $ 20,848 $ 19,670
Changes to goodwill and intangibles were:
• Divestitures – During the second quarter of 2019, we divested the net assets of most of our cheese business in the Middle East and Africa to Arla Foods of Denmark resulting in a goodwill decrease of $ 43 million. See Note 2, Acquisitions and Divestitures , for additional information.
• Acquisitions – In connection with our acquisition of a majority interest in Give & Go during the second quarter of 2020, we recorded a preliminary purchase price allocation of $ 531 million to goodwill and $ 553 million to intangible assets. In connection with the acquisition of Perfect Snacks during the third quarter of 2019, we recorded a purchase price allocation of $ 150 million to goodwill and $ 138 million to intangible assets. During 2019, we also finalized the purchase price allocation for the 2018 acquisition of Tate’s Bake Shop, resulting in a $ 1 million adjustment to goodwill. See Note 2, Acquisitions and Divestitures , for additional information.
• Asset impairments – As further discussed below, we recorded $ 144 million of intangible asset impairments in 2020 and $ 57 million in 2019.
In 2020, 2019 and 2018, there were no goodwill impairments and each of our reporting units had sufficient fair value in excess of its carrying value. While all reporting units passed our annual impairment testing, if planned business performance expectations are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then the estimated fair values of a reporting unit or reporting units might decline and lead to a goodwill impairment in the future.
In 2020, we recorded $ 144 million of intangible asset impairment charges related to eight brands. We recorded charges related to gum, chocolate, biscuits and candy brands of $ 83 million in North America, $ 53 million in Europe, $ 5 million in AMEA and $ 3 million in Latin America. We also identified nine brands, including the eight impaired trademarks, with $ 753 million of aggregate book value as of December 31, 2020 that each had a fair value in excess of book value of 10% or less. We continue to monitor our brand performance, particularly in light of the significant uncertainty due to the COVID-19 pandemic and related impacts to our business. If the brand earnings expectations, including the timing of the expected recovery from the COVID-19 pandemic impacts, are not met or specific valuation factors outside of our control, such as discount rates, change significantly, then a brand or brands could become impaired in the future. In 2019, we recorded $ 57 million of impairment charges for gum, chocolate, biscuits and candy brands of $ 39 million in Europe, $ 15 million in AMEA and $ 3 million in Latin America. In 2018, we recorded $ 68 million of impairment charges for gum, chocolate, biscuits and candy brands of $ 45 million in Europe, $ 14 million in North America and $ 9 million in AMEA.
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Note 7. Equity Method Investments
Equity method investments consist of our investments in entities in which we maintain an equity ownership interest and apply the equity method of accounting due to our ability to exert significant influence over decisions relating to their operating and financial affairs. Revenue and expenses of our equity method investees are not consolidated into our financial statements; rather, our proportionate share of the earnings of each investee is reflected as equity method investment net earnings. The carrying values of our equity method investments are also impacted by our proportionate share of items impacting the investee's accumulated other comprehensive income or losses and other items, such as our share of investee dividends.
Our equity method investments include, but are not limited to, our ownership interests in JDE Peet's (Euronext Amsterdam: "JDEP"), Keurig Dr Pepper Inc. (NASDAQ: "KDP"), Dong Suh Foods Corporation and Dong Suh Oil & Fats Co. Ltd. As of December 31, 2020, we owned 22.9 %, 8.4 %, 50.0 % and 49.0 %, respectively, of these companies' outstanding shares.
Our investments accounted for under the equity method of accounting totaled $ 6,036 million as of December 31, 2020 and $ 7,178 million as of December 31, 2019. We recorded equity earnings and cash dividends of $ 421 million and $ 246 million in 2020, equity earnings and cash dividends of $ 501 million and $ 250 million in 2019 and equity earnings and cash dividends of $ 484 million and $ 180 million in 2018.
Based on the quoted closing prices as of December 31, 2020, the combined fair value of our publicly-traded investments in JDEP and KDP was $ 8.9 billion, and for each investment, its fair value exceeded its carrying value.
JDE / Keurig Exchange:
On March 7, 2016, we exchanged a portion of our 43.5 % JDE equity interest for a new equity interest in Keurig Green Mountain, Inc. ("Keurig"). Following the transaction, our JDE equity interest became 26.5 % and our new Keurig equity interest was 24.2 %. During 2016, we recorded the difference between the $ 2.0 billion fair value of Keurig and our basis in the exchanged JDE shares as a gain of $ 43 million. During 2019, we determined an adjustment to accumulated other comprehensive losses related to our JDE investment was required, which reduced our previously reported gain by $ 29 million. We recorded the adjustment as a loss on equity method transactions.
Keurig Dr Pepper Transactions:
On July 9, 2018, Keurig closed on its definitive merger agreement with Dr Pepper Snapple Group, Inc., and formed KDP, a publicly traded company. Following the close of the transaction, our 24.2 % investment in Keurig together with our shareholder loan receivable became a 13.8 % investment in KDP. During 2018, we recorded a net pre-tax gain of $ 778 million (or $ 586 million after-tax). In connection with this transaction, we changed our accounting principle during the third quarter of 2018 to reflect our share of Keurig's historical and KDP's ongoing earnings on a one-quarter lag basis while 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 and to record our share of KDP’s ongoing results once KDP has publicly reported its results. The change was retrospectively applied to all prior periods presented.
During 2019, we recognized a pre-tax gain of $ 23 million (or $ 18 million after-tax) related to the impact of a KDP acquisition that decreased our ownership interest from 13.8 % to 13.6 %.
On March 4, 2020, we participated in a secondary offering of 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 first quarter of 2020.
On August 3, 2020, we sold approximately 14.1 million shares of KDP, which reduced our ownership interest by 1.0 % to 12.1 % of the total outstanding shares. We received $ 414 million of proceeds and recorded a pre-tax gain of $ 181 million (or $ 139 million after-tax) during the third quarter of 2020.
On September 9, 2020, we sold approximately 12.5 million shares of KDP, which reduced our ownership interest by 0.9 % to 11.2 % of the total outstanding shares. We received $ 363 million of proceeds and recorded a pre-tax gain of $ 154 million (or $ 119 million after-tax) during the third quarter of 2020.
On November 17, 2020, we participated in a secondary offering of KDP shares and sold approximately 40.0 million shares, which reduced our ownership interest by 2.8 % to 8.4 % of the total outstanding shares. We received
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$ 1,132 million of proceeds and recorded a pre-tax gain of $ 459 million (or $ 350 million after-tax) during the fourth quarter of 2020.
We hold two director positions on the KDP board as well as additional governance rights. As we continue to have significant influence, we continue to account for our investment in KDP under the equity method, resulting in recognizing our share of their earnings within our earnings and our share of their dividends within our cash flows.
JDE Peet’s Transaction:
In May 2020, JDE Peet’s B.V. (renamed JDE Peet’s N.V. immediately prior to Settlement (as defined below), “JDE Peet’s”) consummated the offering, listing and trading of its ordinary shares on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V. (the “admission”). In connection with this transaction, 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 and the exchange was accounted for as a change in interest transaction. Upon Settlement, we sold approximately 9.7 million of our ordinary shares in JDE Peet’s 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 held a 22.9 % equity interest in JDE Peet’s. During the second quarter of 2020, we recorded a preliminary gain of $ 121 million, net of $ 33 million released from accumulated other comprehensive losses, and $ 48 million of transaction costs. During the third quarter of 2020, we increased our preliminary gain by $ 10 million to $ 131 million.
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 the second quarter of 2020, 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 of 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.
The following tables show the primary line items on the consolidated statements of earnings and comprehensive earnings and the consolidated balance sheet that changed as a result of the reporting lag for JDE Peet's. The consolidated statements of cash flow and equity were also updated to reflect these changes.
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For the Years Ended
December 31, 2019 December 31, 2018
As Reported As Recast As Reported As Recast
(in millions, except per share data)
Statements of Earnings
Equity method investment net earnings $ 442 $ 501 $ 548 $ 484
Net earnings 3,885 3,944 3,395 3,331
Net earnings attributable to
Mondelēz International 3,870 3,929 3,381 3,317
Earnings per share attributable to
Mondelēz International:
Basic EPS $ 2.68 $ 2.72 $ 2.30 $ 2.25
Diluted EPS $ 2.65 $ 2.69 $ 2.28 $ 2.23
Statements of Other Comprehensive Earnings
Currency translation adjustment $ 299 $ 300 $ ( 865 ) $ ( 910 )
Pension and other benefit plans 116 133 284 331
Derivative cash flow hedges ( 45 ) ( 45 ) ( 54 ) ( 54 )
Total other comprehensive earnings/(losses) 370 388 ( 635 ) ( 633 )
Comprehensive earnings/(losses) attributable to
Mondelēz International 4,242 4,319 2,748 2,686
As of December 31, 2019
As Reported As Recast
(in millions)
Balance Sheet
Equity method investments $ 7,212 $ 7,178
Total assets 64,549 64,515
Retained earnings 26,653 26,615
Accumulated other comprehensive losses ( 10,258 ) ( 10,254 )
Total Mondelēz International shareholders' equity 27,275 27,241
Total equity 27,351 27,317
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Summary Financial Information for Equity Method Investments:
Summarized financial information related to our equity method investments is reflected below. The tables below reflect the adjustments noted above for the JDE and JDEP one-quarter lag.
As of December 31,
2020 2019
(in millions)
Current assets $ 5,922 $ 5,523
Noncurrent assets 72,941 69,587
Total assets $ 78,863 $ 75,110
Current liabilities $ 11,784 $ 9,823
Noncurrent liabilities 27,752 28,193
Total liabilities $ 39,536 $ 38,016
Equity attributable to shareowners of investees $ 39,161 $ 37,058
Equity attributable to noncontrolling interests 166 36
Total net equity of investees $ 39,327 $ 37,094
Mondelēz International ownership interests 8 - 50 %
13 - 50 %
Equity method investments (1)
$ 6,036 $ 7,178
For the Years Ended December 31,
2020 2019 2018
(in millions)
Net revenues $ 20,112 $ 19,361 $ 14,419
Gross profit 9,856 9,781 5,989
Income from continuing operations 2,078 2,216 1,753
Net income 2,078 2,216 1,753
Net income attributable to investees $ 2,070 $ 2,206 $ 1,742
Mondelēz International ownership interests 8 - 50 %
13 - 50 %
13 - 50 %
Mondelēz International share of investee net income $ 421 $ 501 $ 472
Keurig shareholder loan interest income — — 12
Equity method investment net earnings $ 421 $ 501 $ 484
(1) Includes a basis difference of approximately $ 519 million as of December 31, 2020 and $ 333 million as of December 31, 2019 between the U.S. GAAP accounting basis for our equity method investments and the U.S. GAAP accounting basis of our investees’ equity.
Note 8. Restructuring Program
On May 6, 2014, our Board of Directors approved a $ 3.5 billion 2014-2018 restructuring program and up to $ 2.2 billion of capital expenditures. On August 31, 2016, our Board of Directors approved a $ 600 million reallocation between restructuring program cash costs and capital expenditures so the $ 5.7 billion program consisted of approximately $ 4.1 billion of restructuring program costs ($ 3.1 billion cash costs and $ 1.0 billion non-cash costs) and up to $ 1.6 billion of capital expenditures. On September 6, 2018, our Board of Directors approved an extension of the restructuring program through 2022, an increase of $ 1.3 billion in the program charges and an increase of $ 700 million in capital expenditures. The total $ 7.7 billion program now consists of $ 5.4 billion of program charges ($ 4.1 billion of cash costs and $ 1.3 billion of non-cash costs) and total capital expenditures of $ 2.3 billion to be incurred over the life of the program. The current restructuring program, as increased and extended by these actions, is now called the Simplify to Grow Program.
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The primary objective of the Simplify to Grow Program is to reduce our operating cost structure in both our supply chain and overhead costs. The program covers severance as well as asset disposals and other manufacturing and procurement-related one-time costs. Since inception, we have incurred total restructuring and related implementation charges of $ 4.7 billion related to the Simplify to Grow Program. We expect to incur the remainder of the program charges by year-end 2022.
Restructuring Costs :
The Simplify to Grow Program liability activity for the years ended December 31, 2020 and 2019 was:
Severance
and related
costs Asset
Write-downs and Other (1)
Total
(in millions)
Liability Balance, January 1, 2019 $ 373 $ — $ 373
Charges 125 51 176
Cash spent ( 162 ) — ( 162 )
Non-cash settlements/adjustments ( 31 ) ( 51 ) ( 82 )
Currency ( 4 ) — ( 4 )
Liability Balance, December 31, 2019 $ 301 $ — $ 301
Charges 168 ( 12 ) 156
Cash spent ( 169 ) — ( 169 )
Non-cash settlements/adjustments ( 6 ) 12 6
Currency 10 — 10
Liability Balance, December 31, 2020 $ 304 $ — $ 304
(1) Includes gains as a result of assets sold which are included in the restructuring program
• We recorded restructuring charges of $ 156 million in 2020, $ 176 million in 2019 and $ 316 million in 2018 within asset impairment and exit costs and benefit plan non-service income.
• We spent $ 169 million in 2020 and $ 162 million in 2019 in cash severance and related costs.
• In 2020, we recognized a gain on sale of assets included in the restructuring program, partially offset by non-cash asset write-downs (including accelerated depreciation and asset impairments), non-cash pension settlement losses (See Note 11, Benefit Plans) and other non-cash adjustments totaling $ 6 million. In 2019, we recognized non-cash asset write-downs (including accelerated depreciation and asset impairments), non-cash pension settlement losses and other non-cash adjustments totaling $ 82 million.
• At December 31, 2020, $ 260 million of our net restructuring liability was recorded within other current liabilities and $ 44 million was recorded within other long-term liabilities.
Implementation Costs:
Implementation costs are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit or disposal activities. We believe the disclosure of implementation costs provides readers of our financial statements with more information on the total costs of our Simplify to Grow Program. Implementation costs primarily relate to reorganizing our operations and facilities in connection with our supply chain reinvention program and other identified productivity and cost saving initiatives. The costs include incremental expenses related to the closure of facilities, costs to terminate certain contracts and the simplification of our information systems. Within our continuing results of operations, we recorded implementation costs of $ 207 million in 2020, $ 272 million in 2019 and $ 315 million in 2018. We recorded these costs within cost of sales and general corporate expense within selling, general and administrative expenses.
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Restructuring and Implementation Costs in Operating Income:
During 2020, 2019 and 2018, and since inception of the Simplify to Grow Program, we recorded the following restructuring and implementation costs within segment operating income and earnings before income taxes:
Latin
America AMEA Europe North
America Corporate Total
(in millions)
For the Year Ended
December 31, 2020
Restructuring Costs $ 30 $ 23 $ 67 $ 23 $ 13 $ 156
Implementation Costs 18 23 63 72 31 207
Total $ 48 $ 46 $ 130 $ 95 $ 44 $ 363
For the Year Ended
December 31, 2019
Restructuring Costs $ 24 $ 18 $ 105 $ 16 $ 13 $ 176
Implementation Costs 50 38 103 52 29 272
Total $ 74 $ 56 $ 208 $ 68 $ 42 $ 448
For the Year Ended
December 31, 2018
Restructuring Costs $ 63 $ 69 $ 132 $ 32 $ 20 $ 316
Implementation Costs 67 39 73 79 57 315
Total $ 130 $ 108 $ 205 $ 111 $ 77 $ 631
Total Project
(Inception to Date)
Restructuring Costs $ 547 $ 558 $ 1,143 $ 492 $ 142 $ 2,882
Implementation Costs 287 229 511 456 338 1,821
Total $ 834 $ 787 $ 1,654 $ 948 $ 480 $ 4,703
Note 9. Debt and Borrowing Arrangements
Short-Term Borrowings:
Our short-term borrowings and related weighted-average interest rates consisted of:
As of December 31,
2020 2019
Amount
Outstanding Weighted-
Average Rate Amount
Outstanding Weighted-
Average Rate
(in millions) (in millions)
Commercial paper $ — — % $ 2,581 2.0 %
Bank loans 29 4.8 % 57 5.2 %
Total short-term borrowings $ 29 $ 2,638
We repaid all outstanding commercial paper borrowings as of December 31, 2020 using the proceeds from net issuances of long-term debt, proceeds from sales of KDP and JDEP shares and operating cash flows.
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Our uncommitted credit lines and committed credit lines available as of December 31, 2020 and December 31, 2019 include:
As of December 31,
2020 2019
Facility Amount Borrowed Amount Facility Amount Borrowed Amount
(in millions)
Uncommitted credit facilities $ 1,487 $ 29 $ 1,685 $ 57
Credit facility expiry (1) :
February 26, 2020 — — 1,500 —
February 24, 2021 1,500 — — —
February 27, 2024 4,500 — 4,500 —
(1) We maintain a multi-year senior unsecured revolving credit facility for general corporate purposes, including working capital needs, and to support our commercial paper program. The revolving credit agreement includes a covenant that we maintain a minimum shareholders' equity of at least $ 24.6 billion, excluding accumulated other comprehensive earnings/(losses), the cumulative effects of any changes in accounting principles and earnings/(losses) recognized in connection with the ongoing application of any mark-to-market accounting for pensions and other retirement plans. At December 31, 2020, we complied with this covenant as our shareholders' equity, as defined by the covenant, was $ 38.3 billion. The revolving credit facility also contains customary representations, covenants and events of default. There are no credit rating triggers, provisions or other financial covenants that could require us to post collateral as security .
Long-Term Debt:
Our long-term debt consisted of (interest rates are as of December 31, 2020):
As of December 31,
2020 2019
(in millions)
U.S. dollar notes, 0.163 % to 7.000 % (weighted-average effective rate 2.564 %),
due through 2050
$ 11,917 $ 9,442
Euro notes, 0.000 % to 2.375 % (weighted-average effective rate 1.352 %),
due through 2035
5,842 3,968
Pound sterling notes, 3.875 % to 4.500 % (weighted-average effective rate 4.151 %),
due through 2045
357 346
Swiss franc notes, 0.615 % to 1.125 % (weighted-average effective rate 0.840 %),
due through 2025
1,175 1,449
Canadian dollar notes, 3.250 % (effective rate 3.377 %),
due through 2025
470 460
Finance leases 256 123
Total 20,017 15,788
Less current portion of long-term debt ( 2,741 ) ( 1,581 )
Long-term debt $ 17,276 $ 14,207
Deferred debt issuance costs of $ 53 million as of December 31, 2020 and $ 33 million as of December 31, 2019 are netted against the related debt in the table above. Deferred financing costs related to our revolving credit facility are classified in long-term other assets and were immaterial for all periods presented.
As of December 31, 2020, aggregate maturities of our debt and finance leases based on stated contractual maturities, excluding unamortized non-cash bond premiums, discounts, bank fees and mark-to-market adjustments of $( 94 ) million and imputed interest on finance leases of $( 20 ) million, were (in millions):
2021 2022 2023 2024 2025 Thereafter Total
$ 2,750 $ 2,851 $ 1,705 $ 1,667 $ 1,465 $ 9,693 $ 20,131
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Tenders Offers:
On October 16, 2020, we completed the tender offer in cash and redeemed $ 950 million of long term U.S. dollar-denominated notes for the following amounts (in millions):
Interest Rate Maturity Date Amount Repurchased
3.625 % May 2023 $ 359
4.000 % February 2024 203
3.625 % February 2026 249
4.125 % May 2028 27
6.500 % November 2031 5
7.000 % August 2037 1
6.875 % February 2038 24
6.875 % January 2039 10
6.500 % February 2040 1
4.625 % May 2048 71
We recorded a loss on debt extinguishment of approximately $ 154 million within interest and other expense, net primarily related to the amount we paid in excess of the carrying value of the debt and from recognizing unamortized discounts, deferred financing and unamortized forward starting swaps in earnings at the time of the debt extinguishment. The cash payment related to the debt extinguishment were classified as cash outflows from financing activities in the consolidated statement of cash flows.
Debt Redemptions:
On December 4, 2020, we completed an early redemption of U.S. dollar denominated notes for the following amounts (in millions):
Interest Rate Maturity Date Amount Redeemed
3.625 % May 2023 $ 391
We recorded an extinguishment loss of $ 31 million within interest and other expense, net primarily related to the amount we paid in excess of carrying value of the debt and from recognizing unamortized discounts and deferred financing in earnings at the time of the debt extinguishment. The cash payments related to the redemption were classified as cash outflows from financing activities in the consolidated statement of cash flows.
Debt Repayments:
Subsequent to 2020, we repaid € 679 million of our 2.375 % euro-denominated notes that matured on January 26, 2021.
In 2020, we repaid the following notes or term loans (in millions):
Interest Rate Maturity Date Amount USD Equivalent
0.625 % October 2020 Fr. 135 $ 147
Variable September 2020 (1)
$ 750 750
3.000 % May 2020 $ 750 750
0.050 % March 2020 Fr. 225 234
5.375 % February 2020 $ 427 427
(1) We repaid the $ 750 million term loan early with proceeds from the issuance of notes.
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In 2019, we repaid the following notes or term loans (in millions):
Interest Rate Maturity Date Amount USD Equivalent
1.625 % October 2019 $ 1,750 $ 1,750
Variable October 2019 500 500
Variable February 2019 400 400
Debt Issuances:
In 2020, we issued the following notes:
Issuance Date Interest Rate Maturity Date Gross Proceeds (1)
Gross Proceeds USD Equivalent
October 2020 1.875 % October 2032 $ 625 $ 625
October 2020 & September 2020 (2)
2.625 % September 2050 $ 1,125 $ 1,125
September 2020 (3)
0.000 % September 2026 € 500 $ 588
September 2020 (3)
0.375 % September 2029 € 750 $ 882
September 2020 1.500 % February 2031 $ 500 $ 500
July 2020 0.625 % July 2022 $ 1,000 $ 1,000
May 2020 1.500 % May 2025 $ 750 $ 750
May 2020 & April 2020 (2)
2.750 % April 2030 $ 1,250 $ 1,250
April 2020 2.125 % April 2023 $ 500 $ 500
In 2019, we issued the following notes:
Issuance Date Interest Rate Maturity Date Gross Proceeds (1)
Gross Proceeds USD Equivalent
October 2019 (3)
0.875 % October 2031 € 500 $ 548
September 2019 (3)(4)
2.125 % September 2022 $ 500 500
September 2019 (3)(4)
2.250 % September 2024 $ 500 500
September 2019 (4)(5)
Variable September 2022 $ 500 500
September 2019 (4)(5)
Variable September 2024 $ 500 500
February 2019 3.625 % February 2026 $ 600 600
(1) Represents gross proceeds from the issuance of notes excluding debt issuance costs, discounts and premiums.
(2) This represents a further issuance of the previously issued note and forms a single series note.
(3) Notes issued by Mondelez International Holdings Netherlands B.V. (“MIHN”), a wholly owned Dutch subsidiary of Mondelez International, Inc.
(4) In connection with this debt issuance, we entered into cross-currency swaps, serving as cash flow hedges, so that the U.S. dollar-denominated debt payments will effectively be paid in euros over the life of the debt.
(5) MIHN entered into a term loan agreement. The amount presented is the amount issued under the term loan.
Fair Value of Our Debt:
The fair value of our short-term borrowings at December 31, 2020 and December 31, 2019 reflects current market interest rates and approximates the amounts we have recorded on our consolidated balance sheets. The fair value of our long-term debt was determined using quoted prices in active markets (Level 1 valuation data) for the publicly traded debt obligations.
As of December 31,
2020 2019
(in millions)
Fair Value $ 21,568 $ 19,388
Carrying Value $ 20,046 $ 18,426
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Interest and Other Expense, net:
Interest and other expense, net within our results of continuing operations consisted of:
For the Years Ended December 31,
2020 2019 2018
(in millions)
Interest expense, debt $ 423 $ 484 $ 462
Loss on debt extinguishment and related expenses 185 — 140
Loss/(gain) related to interest rate swaps 103 111 ( 10 )
Other (income)/expense, net ( 103 ) ( 139 ) ( 72 )
Interest and other expense, net $ 608 $ 456 $ 520
See Note 10, Financial Instruments , for information on the gain/loss related to U.S. dollar interest rate swaps no longer designated as accounting cash flow hedges and for information on amounts in other income related to our net investment hedge derivative contracts and the amounts excluded from hedge effectiveness of $ 117 million in 2020, $ 133 million in 2019 and $ 120 million in 2018.
Note 10. Financial Instruments
Fair Value of Derivative Instruments:
Derivative instruments were recorded at fair value in the consolidated balance sheets as follows:
As of December 31,
2020 2019
Asset
Derivatives Liability
Derivatives Asset
Derivatives Liability
Derivatives
(in millions)
Derivatives designated as
accounting hedges:
Interest rate contracts $ 12 $ 340 $ 19 $ 190
Net investment hedge derivative contracts (1)
114 129 312 65
$ 126 $ 469 $ 331 $ 255
Derivatives not designated as
accounting hedges:
Currency exchange contracts $ 134 $ 119 $ 67 $ 50
Commodity contracts 205 128 201 120
$ 339 $ 247 $ 268 $ 170
Total fair value $ 465 $ 716 $ 599 $ 425
(1) Net investment hedge contracts consist of cross-currency interest rate swaps and forward contracts. We also designate some of our non-U.S. dollar denominated debt to hedge a portion of our net investments in our non-U.S. operations. This debt is not reflected in the table above, but is included in long-term debt discussed in Note 9, Debt and Borrowing Arrangements . Both net investment hedge derivative contracts and non-U.S. dollar denominated debt acting as net investment hedges are also disclosed in the Derivative Volume table and the Hedges of Net Investments in International Operations section appearing later in this footnote.
Derivatives designated as accounting hedges above include cash flow and net investment hedge derivative contracts. Our currency exchange and commodity derivative contracts are economic hedges that are not designated as accounting hedges. We record derivative assets and liabilities on a gross basis on our consolidated balance sheets. The fair value of our asset derivatives is recorded within other current assets and the fair value of our liability derivatives is recorded within other current liabilities.
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The fair values (asset/(liability)) of our derivative instruments were determined using:
As of December 31, 2020
Total
Fair Value of Net
Asset/(Liability) Quoted Prices in
Active Markets
for Identical
Assets
(Level 1) Significant
Other Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(in millions)
Currency exchange contracts $ 15 $ — $ 15 $ —
Commodity contracts 77 46 31 —
Interest rate contracts ( 328 ) — ( 328 ) —
Net investment hedge contracts ( 15 ) — ( 15 ) —
Total derivatives $ ( 251 ) $ 46 $ ( 297 ) $ —
As of December 31, 2019
Total
Fair Value of Net
Asset/(Liability) Quoted Prices in
Active Markets
for Identical
Assets
(Level 1) Significant
Other Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(in millions)
Currency exchange contracts $ 17 $ — $ 17 $ —
Commodity contracts 81 27 54 —
Interest rate contracts ( 171 ) — ( 171 ) —
Net investment hedge contracts 247 — 247 —
Total derivatives $ 174 $ 27 $ 147 $ —
Level 1 financial assets and liabilities consist of exchange-traded commodity futures and listed options. The fair value of these instruments is determined based on quoted market prices on commodity exchanges.
Level 2 financial assets and liabilities consist primarily of over-the-counter (“OTC”) currency exchange forwards, options and swaps; commodity forwards and options; and interest rate swaps. Our currency exchange contracts are valued using an income approach based on observable market forward rates less the contract rate multiplied by the notional amount. Commodity derivatives are valued using an income approach based on the observable market commodity index prices less the contract rate multiplied by the notional amount or based on pricing models that rely on market observable inputs such as commodity prices. Our calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the observable market interest rate curve. Our calculation of the fair value of financial instruments takes into consideration the risk of nonperformance, including counterparty credit risk. Our OTC derivative transactions are governed by International Swap Dealers Association agreements and other standard industry contracts. Under these agreements, we do not post nor require collateral from our counterparties. The majority of our derivative contracts do not have a legal right of set-off. We manage the credit risk in connection with these and all our derivatives by entering into transactions with counterparties with investment grade credit ratings, limiting the amount of exposure with each counterparty and monitoring the financial condition of our counterparties.
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Derivative Volume:
The gross notional values of our derivative instruments were:
Notional Amount
As of December 31,
2020 2019
(in millions)
Currency exchange contracts:
Intercompany loans and forecasted interest payments
$ 2,184 $ 2,474
Forecasted transactions
4,169 3,993
Commodity contracts 7,947 7,238
Interest rate contracts 3,500 5,250
Net investment hedges:
Net investment hedge derivative contracts 4,551 6,864
Non-U.S. dollar debt designated as net investment hedges
Euro notes
3,744 3,436
British pound sterling notes
360 349
Swiss franc notes
1,175 1,448
Canadian dollar notes
472 462
Cash Flow Hedges:
Cash flow hedge activity, net of taxes, within accumulated other comprehensive earnings/(losses) included:
For the Years Ended December 31,
2020 2019 2018
(in millions)
Accumulated (loss)/gain at beginning of period $ ( 213 ) $ ( 168 ) $ ( 114 )
Transfer of realized (gains)/losses in fair value to earnings 161 154 ( 9 )
Unrealized gain/(loss) in fair value ( 109 ) ( 199 ) ( 45 )
Accumulated (loss)/gain at end of period $ ( 161 ) $ ( 213 ) $ ( 168 )
After-tax gains/(losses) reclassified from accumulated other comprehensive earnings/(losses) into net earnings were:
For the Years Ended December 31,
2020 2019 2018
(in millions)
Interest rate contracts $ ( 161 ) $ ( 154 ) $ 9
Within interest and other expense, net, we recognized losses related to forward starting interest rate swaps of $ 79 million ($ 103 million pre-tax) in 2020, a loss of $ 111 million in 2019 and a gain of $ 10 million in 2018 due to changes in related forecasted debt. D uring the second quarter of 2019, we also recognized a loss of $ 12 million related to the net loss on equity method investment transactions noted in Note 7, Equity Method Investments – JDE / Keurig Exchange .
After-tax gains/(losses) recognized in other comprehensive earnings/(losses) were:
For the Years Ended December 31,
2020 2019 2018
(in millions)
Currency exchange contracts – forecasted transactions $ ( 2 ) $ 3 $ —
Interest rate contracts ( 107 ) ( 202 ) ( 45 )
Total $ ( 109 ) $ ( 199 ) $ ( 45 )
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Cash flow hedge ineffectiveness was immaterial for all periods presented.
We record pre-tax (i) gains or losses reclassified from accumulated other comprehensive earnings/(losses) into earnings, (ii) gains or losses on ineffectiveness and (iii) gains or losses on amounts excluded from effectiveness testing in interest and other expense, net for interest rate contracts.
Based on current market conditions, we would expect to transfer losses of $ 179 million (net of taxes) for interest rate cash flow hedges to earnings during the next 12 months.
Cash Flow Hedge Coverage:
As of December 31, 2020, our longest dated cash flow hedges were interest rate swaps that hedge forecasted interest rate payments over the next 3 years and 9 months.
Hedges of Net Investments in International Operations:
Net investment hedge ("NIH") derivative contracts:
We enter into cross-currency interest rate swaps and forwards to hedge certain investments in our non-U.S. operations against movements in exchange rates. As of December 31, 2020, the aggregate notional value of these NIH derivative contracts was $ 4.6 billion and their impact on other comprehensive earnings and net earnings during the years presented below were as follows:
For the Years Ended December 31,
2020 2019 2018
(in millions)
After-tax gain/(loss) on NIH contracts (1)
$ ( 221 ) $ ( 6 ) $ 191
(1) Amounts recorded for unsettled and settled NIH derivative contracts are recorded in the cumulative translation adjustment within other comprehensive earnings. The cash flows from the settled contracts are reported within other investing activities in the consolidated statement of cash flows.
For the Years Ended December 31,
2020 2019 2018
(in millions)
Amounts excluded from the assessment of
hedge effectiveness (1)
$ 117 $ 133 $ 120
(1) We elected to record changes in the fair value of amounts excluded from the assessment of effectiveness in net earnings within interest and other expense, net.
Non-U.S. dollar debt designated as net investment hedges:
After-tax gains/(losses) related to hedges of net investments in international operations in the form of euro, British pound sterling, Swiss franc and Canadian dollar-denominated debt were recorded within the cumulative translation adjustment section of other comprehensive income and were:
For the Years Ended December 31,
2020 2019 2018
(in millions)
Euro notes $ ( 251 ) $ 60 $ 126
British pound sterling notes ( 8 ) ( 10 ) 19
Swiss franc notes ( 82 ) ( 19 ) 7
Canadian notes ( 7 ) ( 17 ) 17
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Economic Hedges:
Pre-tax gains/(losses) recorded in net earnings for economic hedges were:
For the Years Ended December 31, Recognized
in Earnings
2020 2019 2018
(in millions)
Currency exchange contracts:
Intercompany loans and
forecasted interest payments $ ( 70 ) $ 100 $ 98 Interest and other
expense, net
Forecasted transactions 41 17 103 Cost of sales
Forecasted transactions ( 4 ) ( 3 ) ( 4 ) Interest and other
expense, net
Forecasted transactions ( 1 ) ( 8 ) ( 3 ) Selling, general
and administrative
expenses
Commodity contracts 4 67 40 Cost of sales
Total $ ( 30 ) $ 173 $ 234
Note 11. Benefit Plans
Pension Plans
Obligations and Funded Status:
The projected benefit obligations, plan assets and funded status of our pension plans were:
U.S. Plans Non-U.S. Plans
2020 2019 2020 2019
(in millions)
Projected benefit obligation at January 1 $ 1,748 $ 1,511 $ 10,458 $ 9,578
Service cost 6 38 121 122
Interest cost 49 60 149 202
Benefits paid ( 35 ) ( 40 ) ( 473 ) ( 424 )
Settlements paid ( 95 ) ( 73 ) — ( 1 )
Actuarial (gains)/losses 213 251 679 761
Currency — — 572 207
Other (1)
1 1 152 13
Projected benefit obligation at December 31 1,887 1,748 11,658 10,458
Fair value of plan assets at January 1 1,739 1,510 9,758 8,465
Actual return on plan assets 337 334 865 1,211
Contributions 13 8 208 261
Benefits paid ( 35 ) ( 40 ) ( 473 ) ( 424 )
Settlements paid ( 95 ) ( 73 ) — ( 1 )
Currency — — 489 246
Other (1)
— — 125 —
Fair value of plan assets at December 31 1,959 1,739 10,972 9,758
Net pension (liabilities)/assets at December 31 $ 72 $ ( 9 ) $ ( 686 ) $ ( 700 )
(1) In 2020 we reviewed the impact of market changes on design features of certain historical defined contribution plans. The review resulted in additional plans being accounted for as defined benefit pension plans, which resulted in increases of $ 133 million in the projected benefit obligation and $ 125 million in plan assets in 2020
The accumulated benefit obligation, which represents benefits earned to the measurement date, for U.S. pension plans was $ 1,882 million at December 31, 2020 and $ 1,741 million at December 31, 2019. The accumulated benefit obligation for non-U.S. pension plans was $ 11,404 million at December 31, 2020 and $ 10,236 million at December 31, 2019.
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The actuarial (gain) loss for all pension plans in 2020 and 2019 was primarily related to a change in the discount rate used to measure the benefit obligations of those plans.
Salaried and non-union hourly employees hired after January 1, 2009 in the U.S. and after January 1, 2011 in Canada (or earlier for certain legacy Cadbury employees) are no longer eligible to participate in the defined benefit pension plans. Benefit accruals for salaried and non-union hourly employee participants in the U.S. and Canada defined benefit pension plans ceased on December 31, 2019. These employees instead receive Company contributions to the employee defined contribution plans.
The combined U.S. and non-U.S. pension plans resulted in a net pension liability of $ 614 million at December 31, 2020 and $ 709 million at December 31, 2019. We recognized these amounts in our consolidated balance sheets as follows:
As of December 31,
2020 2019
(in millions)
Prepaid pension assets $ 672 $ 516
Other current liabilities ( 29 ) ( 35 )
Accrued pension costs ( 1,257 ) ( 1,190 )
$ ( 614 ) $ ( 709 )
Certain of our U.S. and non-U.S. plans are underfunded with accumulated benefit obligations in excess of plan assets. For these plans, the projected benefit obligations, accumulated benefit obligations and the fair value of plan assets were:
U.S. Plans Non-U.S. Plans
As of December 31, As of December 31,
2020 2019 2020 2019
(in millions)
Projected benefit obligation $ 51 $ 55 $ 4,059 $ 3,613
Accumulated benefit obligation 51 55 3,873 3,447
Fair value of plan assets 3 2 2,827 2,443
We used the following weighted-average assumptions to determine our benefit obligations under the pension plans:
U.S. Plans Non-U.S. Plans
As of December 31, As of December 31,
2020 2019 2020 2019
Discount rate 2.73 % 3.44 % 1.33 % 1.74 %
Expected rate of return on plan assets 4.50 % 5.00 % 3.90 % 4.20 %
Rate of compensation increase 4.00 % 4.00 % 3.16 % 3.17 %
Year-end discount rates for our U.S., Canadian, Eurozone and U.K. plans were developed from a model portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the benefit obligations. Year-end discount rates for our remaining non-U.S. plans were developed from local bond indices that match local benefit obligations as closely as possible. Changes in our discount rates were primarily the result of changes in bond yields year-over-year. We determine our expected rate of return on plan assets from the plan assets’ historical long-term investment performance, current asset allocation and estimates of future long-term returns by asset class.
For the periods presented, we measure service and interest costs by applying the specific spot rates along a yield curve used to measure plan obligations to the plans’ liability cash flows. We believe this approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve.
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Components of Net Periodic Pension Cost:
Net periodic pension cost consisted of the following:
U.S. Plans Non-U.S. Plans
For the Years Ended December 31, For the Years Ended December 31,
2020 2019 2018 2020 2019 2018
(in millions)
Service cost $ 6 $ 38 $ 43 $ 121 $ 122 $ 146
Interest cost 49 60 61 149 202 199
Expected return on plan assets ( 77 ) ( 88 ) ( 88 ) ( 400 ) ( 404 ) ( 448 )
Amortization:
Net loss/(gain) 17 30 32 118 148 163
Prior service cost/(benefit) 1 1 2 ( 7 ) ( 6 ) ( 2 )
Settlement losses and other expenses (1)
18 16 35 4 ( 3 ) 5
Net periodic pension cost $ 14 $ 57 $ 85 $ ( 15 ) $ 59 $ 63
(1) Settlement losses of $ 3 million in 2020, $ 5 million in 2019 and $ 5 million in 2018 were incurred in connection with our Simplify to Grow Program. See Note 8, Restructuring Program , for more information. Net settlement losses of $ 13 million for our U.S. plans and settlement losses of $ 6 million for our non-U.S. plans in 2020, settlement losses of $ 12 million for our U.S. plans and settlement gains of $ 4 million for our non-U.S. plans in 2019 and settlement losses of $ 31 million for our U.S. plans and $ 4 million for our non-U.S. plans in 2018 related to lump-sum payment elections made by retired employees.
For the U.S. plans, we determine the expected return on plan assets component of net periodic benefit cost using a calculated market return value that recognizes the cost over a four-year period. For our non-U.S. plans, we utilize a similar approach with varying cost recognition periods for some plans, and with others, we determine the expected return on plan assets based on asset fair values as of the measurement date.
We used the following weighted-average assumptions to determine our net periodic pension cost:
U.S. Plans Non-U.S. Plans
For the Years Ended December 31, For the Years Ended December 31,
2020 2019 2018 2020 2019 2018
Discount rate 3.44 % 4.40 % 3.68 % 1.74 % 2.45 % 2.20 %
Expected rate of return
on plan assets 5.00 % 5.75 % 5.50 % 4.20 % 4.80 % 4.90 %
Rate of compensation increase 4.00 % 4.00 % 4.00 % 3.17 % 3.31 % 3.31 %
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Plan Assets:
The fair value of pension plan assets was determined using the following fair value measurements:
As of December 31, 2020
Asset Category Total Fair
Value Quoted Prices
in Active Markets
for Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(in millions)
U.S. equity securities $ 4 $ 4 $ — $ —
Non-U.S. equity securities 1 1 — —
Pooled funds - equity securities 2,225 999 1,226 —
Total equity securities 2,230 1,004 1,226 —
Government bonds 4,340 60 4,280 —
Pooled funds - fixed-income securities 622 439 183 —
Corporate bonds and other
fixed-income securities 2,860 258 811 1,791
Total fixed-income securities 7,822 757 5,274 1,791
Real estate 212 142 — 70
Private equity 3 — — 3
Cash 117 107 10 —
Other 5 4 — 1
Total assets in the fair value hierarchy $ 10,389 $ 2,014 $ 6,510 $ 1,865
Investments measured at net asset value 2,413
Total investments at fair value $ 12,802
As of December 31, 2019
Asset Category Total Fair
Value Quoted Prices
in Active Markets
for Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(in millions)
U.S. equity securities $ 2 $ 2 $ — $ —
Non-U.S. equity securities 2 2 — —
Pooled funds - equity securities 2,186 890 1,296 —
Total equity securities 2,190 894 1,296 —
Government bonds 3,328 53 3,275 —
Pooled funds - fixed-income securities 575 417 158 —
Corporate bonds and other
fixed-income securities 2,727 66 825 1,836
Total fixed-income securities 6,630 536 4,258 1,836
Real estate 186 124 — 62
Private equity 3 — — 3
Cash 122 117 5 —
Other 2 1 — 1
Total assets in the fair value hierarchy $ 9,133 $ 1,672 $ 5,559 $ 1,902
Investments measured at net asset value 2,297
Total investments at fair value $ 11,430
We excluded plan assets of $ 129 million at December 31, 2020 and $ 67 million at December 31, 2019 from the above tables related to certain insurance contracts as they are reported at contract value, in accordance with authoritative guidance.
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Fair value measurements
• Level 1 – includes primarily U.S and non-U.S. equity securities and government bonds valued using quoted prices in active markets.
• Level 2 – includes primarily pooled funds, including assets in real estate pooled funds, valued using net asset values of participation units held in common collective trusts, as reported by the managers of the trusts and as supported by the unit prices of actual purchase and sale transactions. Level 2 plan assets also include corporate bonds and other fixed-income securities, valued using independent observable market inputs, such as matrix pricing, yield curves and indices.
• Level 3 – includes investments valued using unobservable inputs that reflect the plans’ assumptions that market participants would use in pricing the assets, based on the best information available.
• Fair value estimates for pooled funds are calculated by the investment advisor when reliable quotations or pricing services are not readily available for certain underlying securities. The estimated value is based on either cost or last sale price for most of the securities valued in this fashion.
• Fair value estimates for private equity investments are calculated by the general partners using the market approach to estimate the fair value of private investments. The market approach utilizes prices and other relevant information generated by market transactions, type of security, degree of liquidity, restrictions on the disposition, latest round of financing data, company financial statements, relevant valuation multiples and discounted cash flow analyses.
• Fair value estimates for private debt placements are calculated using standardized valuation methods, including but not limited to income-based techniques such as discounted cash flow projections or market-based techniques utilizing public and private transaction multiples as comparables.
• Fair value estimates for real estate investments are calculated by investment managers using the present value of future cash flows expected to be received from the investments, based on valuation methodologies such as appraisals, local market conditions, and current and projected operating performance.
• Fair value estimates for fixed-income securities that are buy-in annuity policies are calculated on a replacement policy value basis by discounting the projected cash flows of the plan members using a discount rate based on risk-free rates and adjustments for estimated levels of insurer pricing.
• Net asset value – primarily includes equity funds, fixed income funds, real estate funds, hedge funds and private equity investments for which net asset values are normally used.
Changes in our Level 3 plan assets, which are recorded in other comprehensive earnings/(losses), included:
Asset Category January 1,
2020
Balance Net Realized
and Unrealized
Gains/
(Losses) Net Purchases,
Issuances and
Settlements Net Transfers
Into/(Out of)
Level 3 Currency
Impact December 31,
2020
Balance
(in millions)
Corporate bond and other
fixed-income securities $ 1,836 $ 16 $ ( 110 ) $ — $ 49 $ 1,791
Real estate 62 5 — — 3 70
Private equity and other 4 — — — — 4
Total Level 3 investments $ 1,902 $ 21 $ ( 110 ) $ — $ 52 $ 1,865
Asset Category January 1,
2019
Balance Net Realized
and Unrealized
Gains/
(Losses) Net Purchases,
Issuances and
Settlements Net Transfers
Into/(Out of)
Level 3 Currency
Impact December 31,
2019
Balance
(in millions)
Corporate bond and other
fixed-income securities $ 1,032 $ 8 $ 727 $ — $ 69 $ 1,836
Real estate 22 36 3 — 1 62
Private equity and other 3 1 — — — 4
Total Level 3 investments $ 1,057 $ 45 $ 730 $ — $ 70 $ 1,902
The decrease in Level 3 pension plan investments during 2020 was primarily due to maturities of corporate bond and other fixed income securities. The increase in Level 3 pension plan investments during 2019 was primarily due to additional purchases of a buy-in annuity and other fixed income securities.
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The percentage of fair value of pension plan assets was:
U.S. Plans Non-U.S. Plans
As of December 31, As of December 31,
Asset Category 2020 2019 2020 2019
Equity securities 15 % 15 % 23 % 26 %
Fixed-income securities 85 % 85 % 58 % 54 %
Real estate — — 5 % 6 %
Hedge funds — — 2 % 1 %
Buy-in annuity policies — — 11 % 12 %
Cash — — 1 % 1 %
Total 100 % 100 % 100 % 100 %
For our U.S. plans, our investment strategy is to reduce our funded status risk in part through appropriate asset allocation within our plan assets. We attempt to maintain our target asset allocation by rebalancing between asset classes as we make monthly benefit payments. The strategy involves using indexed U.S. equity and international equity securities and actively managed U.S. investment grade fixed-income securities (which constitute 95 % or more of fixed-income securities) with smaller allocations to high yield fixed-income securities.
For our non-U.S. plans, the investment strategy is subject to local regulations and the asset/liability profiles of the plans in each individual country. In aggregate, the asset allocation targets of our non-U.S. plans are broadly characterized as a mix of approximately 23 % equity securities, 60 % fixed-income securities, 12 % buy-in annuity policies and 5 % real estate.
Employer Contributions:
In 2020, we contributed $ 13 million to our U.S. pension plans and $ 194 million to our non-U.S. pension plans. In addition, employees contributed $ 14 million to our non-U.S. plans. We make contributions to our pension plans in accordance with local funding arrangements and statutory minimum funding requirements. Discretionary contributions are made to the extent that they are tax deductible and do not generate an excise tax liability. In 2021, we estimate that our pension contributions will be $ 8 million to our U.S. plans and $ 228 million to our non-U.S. plans based on current tax laws. Our actual contributions may be different due to many factors, including changes in tax and other benefit laws, significant differences between expected and actual pension asset performance or interest rates.
Future Benefit Payments:
The estimated future benefit payments from our pension plans at December 31, 2020 were (in millions):
2021 2022 2023 2024 2025 2025-2030
U.S. Plans $ 168 $ 104 $ 105 $ 103 $ 104 $ 506
Non-U.S. Plans 411 410 420 431 438 2,291
Multiemployer Pension Plans:
In accordance with obligations we have under collective bargaining agreements, we made contributions to multiemployer pension plans for continuing participation of $ 5 million in 2020, $ 5 million in 2019 and $ 17 million in 2018. Our contributions are based on our contribution rates under our collective bargaining agreements, the number of our eligible employees and Fund surcharges.
In 2018, we executed a complete withdrawal from the Bakery and Confectionery Union and Industry International Pension Fund and recorded a $ 429 million estimated withdrawal liability. On July 11, 2019, we received an undiscounted withdrawal liability assessment from the Fund totaling $ 526 million requiring pro-rata monthly payments over 20 years. We began making monthly payments during the third quarter of 2019. Within selling, general and administrative expenses, we recorded a $ 35 million ($ 26 million net of tax) adjustment related to the discounted withdrawal liability. Within interest and other expense, net, we recorded accreted interest of $ 11 million in 2020, $ 12 million in 2019 and $ 6 million in 2018. As of December 31, 2020, the remaining discounted withdrawal liability was $ 375 million, with $ 14 million recorded in other current liabilities and $ 361 million recorded in long-term other liabilities.
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Other Costs:
We sponsor and contribute to employee defined contribution plans. These plans cover eligible salaried, non-union and union employees. Our contributions and costs are determined by the matching of employee contributions, as defined by the plans. Amounts charged to expense in continuing operations for defined contribution plans totaled $ 83 million in 2020, $ 72 million in 2019 and $ 57 million in 2018.
Postretirement Benefit Plans
Obligations:
Our postretirement health care plans are not funded. The changes in and the amount of the accrued benefit obligation were:
As of December 31,
2020 2019
(in millions)
Accrued benefit obligation at January 1 $ 403 $ 366
Service cost 5 5
Interest cost 12 15
Benefits paid ( 17 ) ( 16 )
Currency ( 1 ) 5
Actuarial losses/(gains) ( 41 ) 28
Accrued benefit obligation at December 31 $ 361 $ 403
The current portion of our accrued postretirement benefit obligation of $ 16 million at December 31, 2020 and $ 16 million at December 31, 2019 was included in other current liabilities.
The actuarial (gain) for all postretirement plans in 2020 was driven by gains related to assumption changes partially offset by losses related to a change in the discount rate used to measure the benefit obligations of those plans. All postretirement plans in 2019 experienced an actuarial loss related to a change in the discount rate used to measure the benefit obligations of those plans.
We used the following weighted-average assumptions to determine our postretirement benefit obligations:
U.S. Plans Non-U.S. Plans
As of December 31, As of December 31,
2020 2019 2020 2019
Discount rate 2.68 % 3.41 % 3.35 % 3.86 %
Health care cost trend rate assumed for next year 5.75 % 6.00 % 5.66 % 5.42 %
Ultimate trend rate 5.00 % 5.00 % 4.44 % 5.42 %
Year that the rate reaches the ultimate trend rate 2024 2024 2040 2019
Year-end discount rates for our U.S., Canadian and U.K. plans were developed from a model portfolio of high quality, fixed-income debt instruments with durations that match the expected future cash flows of the benefit obligations. Year-end discount rates for our remaining non-U.S. plans were developed from local bond indices that match local benefit obligations as closely as possible. Changes in our discount rates were primarily the result of changes in bond yields year-over-year. Our expected health care cost trend rate is based on historical costs.
For the periods presented, we measure service and interest costs for other postretirement benefits by applying the specific spot rates along a yield curve used to measure plan obligations to the plans’ liability cash flows. We believe this approach provides a good measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve.
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Components of Net Periodic Postretirement Health Care Costs:
Net periodic postretirement health care costs consisted of the following:
For the Years Ended December 31,
2020 2019 2018
(in millions)
Service cost $ 5 $ 5 $ 6
Interest cost 12 15 14
Amortization:
Net loss/(gain) 7 6 15
Prior service credit ( 30 ) ( 38 ) ( 39 )
Net periodic postretirement health care costs/(benefit) $ ( 6 ) $ ( 12 ) $ ( 4 )
We used the following weighted-average assumptions to determine our net periodic postretirement health care cost:
U.S. Plans Non-U.S. Plans
For the Years Ended December 31, For the Years Ended December 31,
2020 2019 2018 2020 2019 2018
Discount rate 3.41 % 4.37 % 3.66 % 3.86 % 4.40 % 4.24 %
Health care cost trend rate 6.00 % 6.25 % 6.25 % 5.42 % 5.44 % 5.56 %
Future Benefit Payments:
Our estimated future benefit payments for our postretirement health care plans at December 31, 2020 were (in millions):
2021 2022 2023 2024 2025 2025-2030
U.S. Plans $ 11 $ 11 $ 12 $ 12 $ 12 $ 60
Non-U.S. Plans 5 5 5 5 5 29
Other Costs:
We made contributions to multiemployer medical plans totaling $ 20 million in 2020, $ 20 million in 2019 and $ 19 million in 2018. These plans provide medical benefits to active employees and retirees under certain collective bargaining agreements.
Postemployment Benefit Plans
Obligations:
Our postemployment plans are not funded. The changes in and the amount of the accrued benefit obligation at December 31, 2020 and 2019 were:
As of December 31,
2020 2019
(in millions)
Accrued benefit obligation at January 1 $ 66 $ 74
Service cost 6 6
Interest cost 3 5
Benefits paid ( 10 ) ( 9 )
Actuarial losses/(gains) — ( 10 )
Accrued benefit obligation at December 31 $ 65 $ 66
The accrued benefit obligation was determined using a weighted-average discount rate of 4.3 % in 2020 and 5.3 % in 2019, an assumed weighted-average ultimate annual turnover rate of 0.3 % in 2020 and 2019, assumed compensation cost increases of 4.0 % in 2020 and 2019 and assumed benefits as defined in the respective plans.
Postemployment costs arising from actions that offer employees benefits in excess of those specified in the respective plans are charged to expense when incurred.
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Components of Net Periodic Postemployment Costs:
Net periodic postemployment costs consisted of the following:
For the Years Ended December 31,
2020 2019 2018
(in millions)
Service cost $ 6 $ 6 $ 6
Interest cost 3 5 4
Amortization of net gains ( 2 ) ( 4 ) ( 3 )
Net periodic postemployment costs $ 7 $ 7 $ 7
As of December 31, 2020, the estimated net gain for the postemployment benefit plans that we expect to amortize from accumulated other comprehensive earnings/(losses) into net periodic postemployment costs during 2021 is approximately $ 3 million.
Note 12. Stock Plans
Under our Amended and Restated 2005 Performance Incentive Plan (the “Plan”), we are authorized through May 21, 2024 to issue a maximum of 243.7 million shares of our Common Stock to employees and non-employee directors. As of December 31, 2020, there were 53.2 million shares available to be granted under the Plan.
Stock Options:
Stock options (including stock appreciation rights) are granted at an exercise price equal to the market value of the underlying stock on the grant date, generally become exercisable in three annual installments beginning on the first anniversary of the grant date and have a maximum term of ten years .
We account for our employee stock options under the fair value method of accounting using a Black-Scholes methodology or a Lattice Model to measure stock option expense at the date of grant. The fair value of the stock options at the date of grant is amortized to expense over the vesting period. We recorded compensation expense related to stock options held by our employees of $ 28 million in 2020, $ 38 million in 2019 and $ 43 million in 2018 in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $ 5 million in 2020, $ 8 million in 2019 and $ 7 million in 2018. The unamortized compensation expense related to our employee stock options was $ 23 million at December 31, 2020 and is expected to be recognized over a weighted-average period of 1.4 years.
Our weighted-average Black-Scholes and Lattice Model fair value assumptions were:
Risk-Free
Interest Rate Expected Life Expected
Volatility Expected
Dividend Yield Fair Value
at Grant Date
2020 1.34 % 5 years 19.64 % 2.06 % $ 8.61
2019 2.46 % 5 years 19.96 % 2.37 % $ 7.83
2018 2.68 % 5 years 20.96 % 2.02 % $ 8.30
The risk-free interest rate represents the constant maturity U.S. government treasuries rate with a remaining term equal to the expected life of the options. The expected life is the period over which our employees are expected to hold their options. Volatility reflects historical movements in our stock price for a period commensurate with the expected life of the options. The dividend yield reflects the dividend yield in place at the time of the historical grants.
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Stock option activity is reflected below:
Shares Subject
to Option Weighted-
Average
Exercise or
Grant Price
Per Share Average
Remaining
Contractual
Term Aggregate
Intrinsic
Value
Balance at January 1, 2018 48,434,655 $ 29.92 $ 626 million
Annual grant to eligible employees 5,666,530 43.51
Additional options issued 168,306 31.40
Total options granted 5,834,836 43.16
Options exercised (1)
( 9,333,271 ) 25.16 $ 170 million
Options cancelled ( 1,117,390 ) 42.93
Balance at December 31, 2018 43,818,830 32.36 $ 371 million
Annual grant to eligible employees 4,793,570 47.72
Additional options issued 68,420 50.82
Total options granted 4,861,990 47.76
Options exercised (1)
( 13,668,354 ) 27.53 $ 306 million
Options cancelled ( 1,156,518 ) 42.22
Balance at December 31, 2019 33,855,948 36.19 $ 640 million
Annual grant to eligible employees 2,280,440 59.04
Additional options issued 136,360 49.48
Total options granted 2,416,800 58.50
Options exercised (1)
( 7,847,964 ) 30.55 $ 205 million
Options cancelled ( 672,890 ) 44.94
Balance at December 31, 2020 27,751,894 39.51 5 years $ 527 million
Exercisable at December 31, 2020 21,444,333 36.18 4 years $ 478 million
(1) Cash received from options exercised was $ 236 million in 2020, $ 369 million in 2019 and $ 231 million in 2018. The actual tax benefit realized and recorded in the provision for income taxes for the tax deductions from the option exercises totaled $ 27 million in 2020, $ 40 million in 2019 and $ 21 million in 2018.
Deferred Stock Units, Performance Share Units and Restricted Stock:
Historically we have made grants of deferred stock units, performance share units and restricted stock. Beginning in 2016, we only grant deferred stock units and performance share units and no longer grant restricted stock. Deferred stock units granted to eligible employees have most shareholder rights, except that they may not sell, assign, pledge or otherwise encumber the shares and our deferred stock units do not have voting rights until vested. Shares of deferred stock units are subject to forfeiture if certain employment conditions are not met. Deferred stock units generally vest on the third anniversary of the grant date. Performance share units granted under our 2005 Plan vest based on varying performance, market and service conditions. The unvested performance share units have no voting rights and do not pay dividends. Dividend equivalents accumulated over the vesting period are paid only after the performance share units vest.
The fair value of the deferred stock units, performance share units and restricted stock at the date of grant is amortized to earnings over the vesting period. The fair value of our deferred stock units and restricted stock is measured at the market price of our Common Stock on the grant date. Performance share unit awards generally have targets tied to both performance and market-based conditions. For market condition components, market volatility and other factors are taken into consideration in determining the grant date fair value and the related compensation expense is recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided. For performance condition components, we estimate the probability that the performance conditions will be achieved each quarter and adjust compensation expenses accordingly. The grant date fair value of performance share units is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the market price of our Common Stock on the grant date for performance-based components. The number of performance share units that ultimately vest ranges from 0 - 200 percent of the number granted, based on the achievement of the performance and market-based components.
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We recorded compensation expense related to deferred stock units, performance share units and restricted stock of $ 98 million in 2020, $ 97 million in 2019 and $ 85 million in 2018 in our results from continuing operations. The deferred tax benefit recorded related to this compensation expense was $ 15 million in 2020, $ 16 million in 2019 and $ 12 million in 2018. The unamortized compensation expense related to our deferred stock units, performance share units and restricted stock was $ 107 million at December 31, 2020 and is expected to be recognized over a weighted-average period of 1.7 years.
Our performance share unit, deferred stock unit and restricted stock activity is reflected below:
Number
of Shares Grant Date Weighted-Average
Fair Value
Per Share (4) Weighted-Average
Aggregate
Fair Value (3)
Balance at January 1, 2018 7,669,705 $ 39.74
Annual grant to eligible employees: Feb. 22, 2018
Performance share units 1,048,770 51.23
Deferred stock units 788,310 43.51
Additional shares granted (1)
446,752 Various 41.78
Total shares granted 2,283,832 46.72 $ 107 million
Vested (2) (3)
( 2,511,992 ) 38.91 $ 98 million
Forfeited (2)
( 882,535 ) 42.00
Balance at December 31, 2018 6,559,010 42.19
Annual grant to eligible employees: Feb. 22, 2019
Performance share units 891,210 57.91
Deferred stock units 666,880 47.72
Additional shares granted (1)
205,073 Various 54.81
Total shares granted 1,763,163 53.69 $ 95 million
Vested (2) (3)
( 2,007,848 ) 37.81 $ 76 million
Forfeited (2)
( 652,380 ) 45.88
Balance at December 31, 2019 5,661,945 46.90
Annual grant to eligible employees: Feb. 20, 2020
Performance share units 825,230 65.83
Deferred stock units 545,550 59.04
Additional shares granted (1)
390,730 Various 56.90
Total shares granted 1,761,510 61.75 $ 109 million
Vested (3)
( 2,051,054 ) 42.87 $ 88 million
Forfeited ( 475,411 ) 48.24
Balance at December 31, 2020 4,896,990 53.80
(1) Includes performance share units and deferred stock units.
(2) Includes performance share units, deferred stock units and historically granted restricted stock.
(3) The actual tax benefit/(expense) realized and recorded in the provision for income taxes for the tax deductions from the shares vested totaled $ 5 million in 2020, $ 2 million in 2019 and $ 3 million in 2018.
(4) The grant date fair value of performance share units is determined based on the Monte Carlo simulation model for the market-based total shareholder return component and the closing market price of the Company’s stock on the grant date for performance-based components. The Monte Carlo simulation model incorporates the probability of achieving the total shareholder return market condition. Compensation expense is recognized using the grant date fair values regardless of whether the market condition is achieved, so long as the requisite service has been provided.
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Note 13. Capital Stock
Our amended and restated articles of incorporation authorize 5.0 billion shares of Class A common stock (“Common Stock”) and 500 million shares of preferred stock. There were no preferred shares issued and outstanding at December 31, 2020, 2019 and 2018. Shares of Common Stock issued, in treasury and outstanding were:
Shares Issued Treasury Shares Shares
Outstanding
Balance at January 1, 2018 1,996,537,778 ( 508,401,694 ) 1,488,136,084
Shares repurchased — ( 47,258,884 ) ( 47,258,884 )
Exercise of stock options and issuance of
other stock awards — 10,122,655 10,122,655
Balance at December 31, 2018 1,996,537,778 ( 545,537,923 ) 1,450,999,855
Shares repurchased — ( 30,902,465 ) ( 30,902,465 )
Exercise of stock options and issuance of
other stock awards — 14,908,864 14,908,864
Balance at December 31, 2019 1,996,537,778 ( 561,531,524 ) 1,435,006,254
Shares repurchased — ( 25,071,845 ) ( 25,071,845 )
Exercise of stock options and issuance of
other stock awards — 9,239,812 9,239,812
Balance at December 31, 2020 1,996,537,778 ( 577,363,557 ) 1,419,174,221
Stock plan awards to employees and non-employee directors are issued from treasury shares. At December 31, 2020, 85.8 million shares of Common Stock held in treasury were reserved for stock options and other stock awards.
Share Repurchase Program:
Between 2013 and 2017, our Board of Directors authorized the repurchase of a total of $ 13.7 billion of our Common Stock through December 31, 2018. On January 31, 2018, our Finance Committee, with authorization delegated from our Board of Directors, approved an increase of $ 6.0 billion in the share repurchase program, raising the authorization to $ 19.7 billion of Common Stock repurchases, and extended the program through December 31, 2020 . On December 2, 2020, our Board of Directors approved an increase of $ 4.0 billion in the share repurchase program, raising the authorization to $ 23.7 billion of Common Stock repurchases, and extended the program through December 31, 2023 . Repurchases under the program are determined by management and are wholly discretionary. Prior to January 1, 2020, we had repurchased approximately $ 16.5 billion of Common Stock pursuant to this authorization. During 2020, we repurchased approximately 25.1 million shares of Common Stock at an average cost of $ 55.87 per share, or an aggregate cost of approximately $ 1.4 billion, all of which was paid during the period except for approximately $ 30 million settled in January 2021. All share repurchases were funded through available cash and commercial paper issuances. As of December 31, 2020, we have approximately $ 5.8 billion in remaining share repurchase capacity.
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Note 14. Commitments and Contingencies
Legal Proceedings:
We routinely are involved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations arising in the ordinary course of or incidental to our business, including those noted below in this section. We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. For matters we have not provided for that are reasonably possible to result in an unfavorable outcome, management is unable to estimate the possible loss or range of loss or such amounts have been determined to be immaterial. At present we believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, results of operations or cash flows. However, legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material adverse impact on our business, results of operations or financial position.
On April 1, 2015 , the U.S. Commodity Futures Trading Commission ("CFTC") filed a complaint against Kraft Foods Group and Mondelēz Global LLC (“Mondelēz Global”) in the U.S. District Court for the Northern District of Illinois (the "District Court"), Eastern Division (the “CFTC action”) following its investigation of activities related to the trading of December 2011 wheat futures contracts that occurred prior to the spinoff of Kraft Foods Group. The complaint alleges that Kraft Foods Group and Mondelēz Global (1) manipulated or attempted to manipulate the wheat markets during the fall of 2011; (2) violated position limit levels for wheat futures and (3) engaged in non-competitive trades by trading both sides of exchange-for-physical Chicago Board of Trade wheat contracts. The CFTC seeks civil monetary penalties of either triple the monetary gain for each violation of the Commodity Exchange Act (the “Act”) or $ 1 million for each violation of Section 6(c)(1), 6(c)(3) or 9(a)(2) of the Act and $ 140,000 for each additional violation of the Act, plus post-judgment interest; an order of permanent injunction prohibiting Kraft Foods Group and Mondelēz Global from violating specified provisions of the Act; disgorgement of profits; and costs and fees. On August 15, 2019, the District Court approved a settlement agreement between the CFTC and Mondelēz Global. The terms of the settlement, which are available in the District Court’s docket, had an immaterial impact on our financial position, results of operations and cash flows. On October 23, 2019, following a ruling by the United States Court of Appeals for the Seventh Circuit regarding Mondelēz Global's allegations that the CFTC and its Commissioners violated certain terms of the settlement agreement and the CFTC's argument that the Commissioners were not bound by the terms of the settlement agreement, the District Court vacated the settlement agreement and reinstated all pending motions that the District Court had previously mooted as a result of the settlement. The parties have reached a new agreement in principle to resolve the CFTC action and have submitted the settlement to the District Court for approval. The District Court cancelled a scheduled conference on June 4, 2020 to discuss the proposed settlement agreement but indicated that it would rule on pending motions in due course. Additionally, several class action complaints were filed against Kraft Foods Group and Mondelēz Global in the District Court by investors in wheat futures and options on behalf of themselves and others similarly situated. The complaints make similar allegations as those made in the CFTC action, and the plaintiffs are seeking class action certification; monetary damages, interest and unjust enrichment; costs and fees; and injunctive, declaratory and other unspecified relief. In June 2015, these suits were consolidated in the District Court. On January 3, 2020, the District Court granted plantiffs' request to certify a class. It is not possible to predict the outcome of these matters; however, based on our Separation and Distribution Agreement with Kraft Foods Group dated as of September 27, 2012, we expect to bear any monetary penalties or other payments in connection with the CFTC action and the class action. Although the CFTC action and the class action complaints involve the same alleged conduct, a resolution or decision with respect to one of the matters may not be dispositive as to the outcome of the other matter.
In November 2019, the European Commission informed us that it had initiated an investigation into our alleged infringement of European Union competition law through certain practices restricting cross-border trade within the European Economic Area. On January 28, 2021, the European Commission announced it has taken the next procedural step in its investigation and opened formal proceedings. We are cooperating with the investigation and expect to engage further with the European Commission as its investigation proceeds. It is not possible to predict how long the investigation will take or the ultimate outcome of this matter.
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Third-Party Guarantees:
We enter into third-party guarantees primarily to cover long-term obligations of our vendors. As part of these transactions, we guarantee that third parties will make contractual payments or achieve performance measures. At December 31, 2020, we had no material third-party guarantees recorded on our consolidated balance sheet.
Tax Matters:
We are a party to various tax matter proceedings incidental to our business. These proceedings are subject to inherent uncertainties, and unfavorable outcomes could subject us to additional tax liabilities and could materially adversely impact our business, results of operations or financial position.
During the fourth quarter of 2019, we resolved several indirect tax matters and recorded $ 85 million of net indirect tax expenses within selling, general and administrative expenses.
A tax indemnification matter related to our 2007 acquisition of the LU biscuit business was closed during the quarter ended June 30, 2018. The closure had no impact on net earnings, however, it did result in a $ 15 million tax benefit that was fully offset by an $ 11 million expense in selling, general and administrative expenses and a $ 4 million expense in interest and other expense, net.
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Note 15. Reclassifications from Accumulated Other Comprehensive Income
The following table summarizes the changes in the accumulated balances of each component of accumulated other comprehensive earnings/(losses) attributable to Mondelēz International. Amounts reclassified from accumulated other comprehensive earnings/(losses) to net earnings (net of tax) were net losses of $ 285 million in 2020, $ 279 million in 2019 and $ 169 million in 2018.
For the Years Ended December 31,
2020 2019 2018
(in millions)
Currency Translation Adjustments:
Balance at beginning of period $ ( 8,320 ) $ ( 8,622 ) $ ( 7,714 )
Currency translation adjustments ( 398 ) 251 ( 743 )
Reclassification to earnings related to:
Equity method investment transactions (1)
29 — 6
Tax (expense)/benefit 47 49 ( 173 )
Other comprehensive earnings/(losses) ( 322 ) 300 ( 910 )
Less: other comprehensive (earnings)/loss attributable to noncontrolling interests ( 13 ) 2 2
Balance at end of period ( 8,655 ) ( 8,320 ) ( 8,622 )
Pension and Other Benefit Plans:
Balance at beginning of period $ ( 1,721 ) $ ( 1,854 ) $ ( 2,185 )
Net actuarial gain/(loss) arising during period ( 187 ) 4 91
Tax (expense)/benefit on net actuarial gain/(loss) 38 22 ( 24 )
Losses/(gains) reclassified into net earnings:
Amortization of experience losses and prior service costs (2)
104 137 168
Settlement losses and other expenses (1)
22 30 40
Tax expense/(benefit) on reclassifications (3)
( 31 ) ( 42 ) ( 36 )
Currency impact ( 99 ) ( 18 ) 92
Other comprehensive earnings/(losses) ( 153 ) 133 331
Balance at end of period ( 1,874 ) ( 1,721 ) ( 1,854 )
Derivative Cash Flow Hedges:
Balance at beginning of period $ ( 213 ) $ ( 168 ) $ ( 114 )
Net derivative gains/(losses) ( 132 ) ( 224 ) ( 56 )
Tax (expense)/benefit on net derivative gain/(loss) 27 19 5
Losses/(gains) reclassified into net earnings:
Interest rate contracts (1) (4)
189 155 ( 11 )
Tax expense/(benefit) on reclassifications (3)
( 28 ) ( 1 ) 2
Currency impact ( 4 ) 6 6
Other comprehensive earnings/(losses) 52 ( 45 ) ( 54 )
Balance at end of period ( 161 ) ( 213 ) ( 168 )
Accumulated other comprehensive income attributable to
Mondelēz International:
Balance at beginning of period $ ( 10,254 ) $ ( 10,644 ) $ ( 10,013 )
Total other comprehensive earnings/(losses) ( 423 ) 388 ( 633 )
Less: other comprehensive (earnings)/loss attributable to noncontrolling interests ( 13 ) 2 2
Other comprehensive earnings/(losses)
attributable to Mondelēz International ( 436 ) 390 ( 631 )
Balance at end of period $ ( 10,690 ) $ ( 10,254 ) $ ( 10,644 )
(1) Includes equity method investment transactions recorded within gain/(loss) on equity method investment transactions.
(2) These reclassified losses are included in net periodic benefit costs disclosed in Note 11, Benefit Plans .
(3) Taxes reclassified to earnings are recorded within the provision for income taxes .
(4) These reclassified losses are recorded within interest and other expense, net .
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Note 16. Income Taxes
On August 6, 2019, Switzerland published changes to its Federal tax law in the Official Federal Collection of Laws. On September 27, 2019, the Zurich Canton published their decision on the September 1, 2019 Zurich Canton public vote regarding the Cantonal changes associated with the Swiss Federal tax law change. The intent of these tax law changes was to replace certain preferential tax regimes with a new set of internationally accepted measures that are hereafter referred to as "Swiss tax reform". Based on these Federal/Cantonal events, it is our position that enactment of Swiss tax reform for U.S. GAAP purposes was met as of September 30, 2019, and we recorded the impacts in the third quarter of 2019. The net impact was a benefit of $ 767 million, which consisted of a $ 769 million reduction in deferred tax expense from an allowed step-up of intangible assets for tax purposes (recorded net of valuation allowance) and remeasurement of our deferred tax balances, partially offset by a $ 2 million indirect tax impact in selling, general and administrative expenses. The ongoing impacts of these Swiss tax reform law changes became effective January 1, 2020. We continue to monitor interpretative guidance on Swiss tax reform that could result in changes to the amounts we have recorded.
On December 22, 2017, U.S. tax reform legislation ("U.S. tax reform") was enacted that included a broad range of complex provisions impacting the taxation of businesses. We finalized our accounting for the new provisions during the fourth quarter of 2018. U.S. tax reform resulted in a total transition tax liability of $ 1.3 billion based on the deemed repatriation of our accumulated foreign earnings and profits, which will be paid in installments through 2026.
Earnings/(losses) from continuing operations before income taxes and the provision for income taxes consisted of:
For the Years Ended December 31,
2020 2019 2018
(in millions)
Earnings/(losses) from continuing operations before income taxes:
United States $ 514 $ 751 $ ( 170 )
Outside United States 2,869 2,696 3,012
$ 3,383 $ 3,447 $ 2,842
Provision for income taxes:
United States federal:
Current $ 440 $ 145 $ ( 34 )
Deferred ( 82 ) 97 171
358 242 137
State and local:
Current 98 29 23
Deferred ( 7 ) 45 61
91 74 84
Total United States 449 316 221
Outside United States:
Current 756 459 552
Deferred 19 ( 773 ) —
Total outside United States 775 ( 314 ) 552
Total provision for income taxes $ 1,224 $ 2 $ 773
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The effective income tax rate on pre-tax earnings differed from the U.S. federal statutory rate as follows:
For the Years Ended December 31,
2020 2019 2018
U.S. federal statutory rate 21.0 % 21.0 % 21.0 %
Increase/(decrease) resulting from:
State and local income taxes, net of federal tax benefit 1.6 % 1.3 % 0.4 %
Foreign rate differences 1.1 % 0.2 % ( 1.9 ) %
Changes in judgment on realizability of deferred tax assets ( 2.2 ) % ( 0.3 ) % ( 0.4 ) %
Reversal of other tax accruals no longer required ( 0.8 ) % ( 3.0 ) % ( 1.8 ) %
Tax accrual on investment in KDP (including tax
impact share sales) 6.7 % 0.8 % 8.4 %
Excess tax benefits from equity compensation ( 1.0 ) % ( 1.2 ) % ( 0.8 ) %
Tax legislation (non-U.S. and non-Swiss tax reform) 1.0 % 0.4 % 0.3 %
Swiss tax reform — ( 22.3 ) % —
Business sales (including tax impact from JDE Peet's transaction) 7.4 % — —
U.S. tax reform - transition tax — 0.1 % ( 1.3 ) %
U.S. tax reform - changes in indefinite reinvestment assertion — — 2.1 %
Foreign tax provisions under TCJA (GILTI, FDII and BEAT) (1)
1.1 % 2.5 % 1.1 %
Other 0.3 % 0.6 % 0.1 %
Effective tax rate 36.2 % 0.1 % 27.2 %
(1) The Tax Cuts and Jobs Act of 2017 ("TCJA") established the Global Intangible Low-Tax Income ("GILTI") provision, which taxes U.S. allocated expenses and certain income from foreign operations; the Foreign-Derived Intangible Income ("FDII") provision, which allows a deduction against certain types of U.S. taxable income resulting in a lower effective U.S. tax rate on such income; and the Base Erosion Anti-abuse Tax ("BEAT"), which is a minimum tax based on cross-border service payments by U.S. entities.
Our 2020 effective tax rate of 36.2 % was high due to the $ 452 million net tax expense incurred in connection with the JDE Peet's transaction and four KDP share sales that occurred during 2020 (the related gains were reported as gains on equity method investments). Excluding these impacts, our effective tax rate was 22.8 %, which reflects unfavorable provisions from U.S. tax reform and taxes on earnings from equity method investments (these earnings are reported separately on our consolidated statements of earnings and not within earnings before income taxes), largely offset by favorable impacts from the mix of pre-tax income in various non-U.S. jurisdictions and discrete net tax benefits of $ 119 million. The discrete net benefits were primarily driven by the $ 70 million net benefit from the release of the China valuation allowance and a $ 50 million net benefit from the release of liabilities for uncertain tax positions due to expirations of statutes of limitations and audit settlements in several jurisdictions.
Our 2019 effective tax rate of 0.1 % was significantly impacted by the $ 769 million net deferred tax benefit related to Swiss tax reform in the third quarter of 2019. Excluding this impact, our 2019 effective tax rate was 22.4 %, which reflects unfavorable provisions from U.S. tax reform and taxes on earnings from equity method investments (these earnings are reported separately on our consolidated statements of earnings and not within earnings before income taxes), largely offset by favorable impacts from the mix of pre-tax income in various non-U.S. jurisdictions and discrete net tax benefits of $ 176 million. The discrete net tax benefits were primarily driven by a $ 128 million net benefit from the release of liabilities for uncertain tax positions due to expirations of statutes of limitations and audit settlements in several jurisdictions.
Our 2018 effective tax rate of 27.2 % was unfavorably impacted by net tax expenses from $ 128 million of discrete one-time events as well as unfavorable provisions within U.S. tax reform legislation and taxes on earnings from equity method investments (these earnings are reported separately on our consolidated statements of earnings and not within earnings before income taxes), partially offset by the favorable mix of pre-tax income in various non-U.S. tax jurisdictions. The discrete net tax expenses included a $ 192 million deferred tax expense related to a $ 778 million gain on the KDP transaction reported as a gain on equity method investment as well as $ 19 million expense from the final updates to the provisional impacts from U.S. tax reform reported as of 2017 year-end, partially offset by an $ 81 million benefit from favorable audit settlements and statutes of limitations in various jurisdictions.
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Tax effects of temporary differences that gave rise to deferred income tax assets and liabilities consisted of:
As of December 31,
2020 2019
(in millions)
Deferred income tax assets:
Accrued postretirement and postemployment benefits $ 137 $ 150
Accrued pension costs 251 272
Other employee benefits 151 160
Accrued expenses 420 287
Loss carryforwards 648 589
Tax credit carryforwards 790 729
Other 535 438
Total deferred income tax assets 2,932 2,625
Valuation allowance ( 1,277 ) ( 1,243 )
Net deferred income tax assets $ 1,655 $ 1,382
Deferred income tax liabilities:
Intangible assets, including impact from Swiss tax reform $ ( 2,951 ) $ ( 2,772 )
Property, plant and equipment ( 747 ) ( 663 )
Other ( 513 ) ( 559 )
Total deferred income tax liabilities ( 4,211 ) ( 3,994 )
Net deferred income tax liabilities $ ( 2,556 ) $ ( 2,612 )
Our significant valuation allowances are in the U.S. and Switzerland. The U.S. valuation allowance relates to excess foreign tax credits generated by the deemed repatriation under U.S. tax reform while the Swiss valuation allowance brings the allowed step-up of intangible assets recorded under Swiss tax reform to the amount more likely than not to be realized.
At December 31, 2020, the Company has pre-tax loss carryforwards of $ 3,293 million, of which $ 332 million will expire at various dates between 2021 and 2040 and the remaining $ 2,961 million can be carried forward indefinitely.
The unremitted earnings as of December 31, 2020 in those subsidiaries where we continue to be indefinitely reinvested is approximately $ 1.6 billion. We currently have not recognized approximately $ 73 million of deferred tax liabilities related to those unremitted earnings. Future tax law changes or changes in the needs of our non-U.S. subsidiaries could require us to recognize deferred tax liabilities on a portion, or all, of our accumulated earnings that are currently indefinitely reinvested.
The changes in our unrecognized tax benefits were:
For the Years Ended December 31,
2020 2019 2018
(in millions)
January 1 $ 426 $ 516 $ 579
Increases from positions taken during prior periods 35 27 36
Decreases from positions taken during prior periods ( 17 ) ( 35 ) ( 43 )
Increases from positions taken during the current period 48 50 57
Decreases relating to settlements with taxing authorities ( 27 ) ( 64 ) ( 45 )
Reductions resulting from the lapse of the applicable
statute of limitations
( 29 ) ( 64 ) ( 31 )
Currency/other 6 ( 4 ) ( 37 )
December 31 $ 442 $ 426 $ 516
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As of January 1, 2020, our unrecognized tax benefits were $ 426 million. If we had recognized all of these benefits, the net impact on our income tax provision would have been $ 364 million. Our unrecognized tax benefits were $ 442 million at December 31, 2020, and if we had recognized all of these benefits, the net impact on our income tax provision would have been $ 369 million. Within the next 12 months, our unrecognized tax benefits could increase by approximately $ 30 million due to unfavorable audit developments or decrease by approximately $ 70 million due to audit settlements and the expiration of statutes of limitations in various jurisdictions. We include accrued interest and penalties related to uncertain tax positions in our tax provision. We had accrued interest and penalties of $ 170 million as of January 1, 2020 and $ 170 million as of December 31, 2020. Our 2020 provision for income taxes included $ 11 million expense for interest and penalties.
Our income tax filings are regularly examined by federal, state and non-U.S. tax authorities. U.S. federal, state and non-U.S. jurisdictions have statutes of limitations generally ranging from three to five years; however, these statutes are often extended by mutual agreement with the tax authorities. The earliest year still open to examination by U.S. federal and state tax authorities is 2016 and years still open to examination by non-U.S. tax authorities in major jurisdictions include (earliest open tax year in parentheses): China (2010), France (2015), India (2005), the United Kingdom (2015) and Switzerland (2014).
Note 17. Earnings per Share
Basic and diluted earnings per share (“EPS”) were calculated as follows:
For the Years Ended December 31,
2020 2019 2018
(in millions, except per share data)
Net earnings $ 3,569 $ 3,944 $ 3,331
Noncontrolling interest earnings ( 14 ) ( 15 ) ( 14 )
Net earnings attributable to Mondelēz International $ 3,555 $ 3,929 $ 3,317
Weighted-average shares for basic EPS 1,431 1,445 1,472
Plus incremental shares from assumed conversions
of stock options and long-term incentive plan shares 10 13 14
Weighted-average shares for diluted EPS 1,441 1,458 1,486
Basic earnings per share attributable to
Mondelēz International $ 2.48 $ 2.72 $ 2.25
Diluted earnings per share attributable to
Mondelēz International $ 2.47 $ 2.69 $ 2.23
We exclude antidilutive Mondelēz International stock options from our calculation of weighted-average shares for diluted EPS. We excluded antidilutive stock options and long-term incentive plan shares of 3.6 million for the year ended December 31, 2020, 5.2 million for the year ended December 31, 2019 and 11.6 million for the year ended December 31, 2018.
Note 18. Segment Reporting
We manufacture and market primarily snack food products, including biscuits (cookies, crackers and salted snacks), chocolate, gum & candy and various cheese & grocery products, as well as powdered beverage products.
We manage our global business and report operating results through geographic units. We manage our operations by region to leverage regional operating scale, manage different and changing business environments more effectively and pursue growth opportunities as they arise across our key markets. Our regional management teams have responsibility for the business, product categories and financial results in the regions.
Our operations and management structure are organized into four operating segments:
• Latin America
• AMEA
• Europe
• North America
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We use segment operating income to evaluate segment performance and allocate resources. We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends. Segment operating income excludes unrealized gains and losses on hedging activities (which are a component of cost of sales), general corporate expenses (which are a component of selling, general and administrative expenses), amortization of intangible assets, gains and losses on divestitures and acquisition-related costs (which are a component of selling, general and administrative expenses) in all periods presented. We exclude these items from segment operating income in order to provide better transparency of our segment operating results. Furthermore, we centrally manage benefit plan non-service income and interest and other expense, net. Accordingly, we do not present these items by segment because they are excluded from the segment profitability measure that management reviews.
Our segment net revenues and earnings, reflecting our current segment structure for all periods presented, were:
For the Years Ended December 31,
2020 2019 2018
(in millions)
Net revenues:
Latin America
$ 2,477 $ 3,018 $ 3,202
AMEA
5,740 5,770 5,729
Europe
10,207 9,972 10,122
North America
8,157 7,108 6,885
Net revenues $ 26,581 $ 25,868 $ 25,938
Earnings before income taxes:
Operating income:
Latin America $ 189 $ 341 $ 410
AMEA 821 691 702
Europe 1,775 1,732 1,734
North America 1,587 1,451 849
Unrealized gains/(losses) on hedging activities
(mark-to-market impacts) 16 91 141
General corporate expenses ( 326 ) ( 330 ) ( 335 )
Amortization of intangible assets ( 194 ) ( 174 ) ( 176 )
Net gain on divestiture — 44 —
Acquisition-related costs ( 15 ) ( 3 ) ( 13 )
Operating income 3,853 3,843 3,312
Benefit plan non-service income 138 60 50
Interest and other expense, net ( 608 ) ( 456 ) ( 520 )
Earnings before income taxes $ 3,383 $ 3,447 $ 2,842
No single customer accounted for 10% or more of our net revenues from continuing operations in 2020 . Our five largest customers accounted for 17.5 % and our ten largest customers accounted for 24.0 % of net revenues from continuing operations in 2020.
Items impacting our segment operating results are discussed in Note 1, Summary of Significant Accounting Policies , Note 2, Acquisitions and Divestitures, Note 4, Property, Plant and Equipment, Note 6, Goodwill and Intangible Assets, Note 8, Restructuring Program , and Note 14, Commitments and Contingencies . Also see Note 9, Debt and Borrowing Arrangements , and Note 10, Financial Instruments, for more information on our interest and other expense, net for each period.
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Total assets, depreciation expense and capital expenditures by segment, reflecting our current segment structure for all periods presented, were:
For the Years Ended December 31,
2020 2019 2018
(in millions)
Total assets:
Latin America (1)
$ 4,181 $ 4,716 $ 4,699
AMEA (1)
9,997 9,740 9,571
Europe (1)
21,442 20,354 19,426
North America (1)
23,297 21,637 21,015
Equity method investments 6,036 7,178 7,012
Unallocated assets and adjustments (2)
2,857 890 895
Total assets $ 67,810 $ 64,515 $ 62,618
(1) Segment assets do not reflect outstanding intercompany asset balances as intercompany accounts have been eliminated at a segment level.
(2) Unallocated assets consist primarily of cash and cash equivalents, deferred income taxes, centrally held property, plant and equipment, prepaid pension assets and derivative financial instrument balances. Final adjustments for jurisdictional netting of deferred tax assets and liabilities is done at a consolidated level.
For the Years Ended December 31,
2020 2019 2018
(in millions)
Depreciation expense (1) :
Latin America $ 101 $ 105 $ 97
AMEA 159 164 159
Europe 238 238 248
North America 154 138 131
Total depreciation expense $ 652 $ 645 $ 635
(1) Includes depreciation expense related to owned property, plant and equipment. Does not include amortization of intangible assets or leased assets. Refer to the consolidated statement of cash flows for 2020 for total depreciation and amortization expenses.
For the Years Ended December 31,
2020 2019 2018
(in millions)
Capital expenditures:
Latin America $ 219 $ 197 $ 261
AMEA 177 244 277
Europe 295 297 326
North America 172 187 231
Total capital expenditures $ 863 $ 925 $ 1,095
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Geographic data for net revenues (recognized in the countries where products are sold from) and long-lived assets, excluding deferred taxes, goodwill, intangible assets and equity method investments, were:
For the Years Ended December 31,
2020 2019 2018
(in millions)
Net revenues:
United States $ 7,130 $ 6,625 $ 6,401
Other 19,451 19,243 19,537
Total net revenues $ 26,581 $ 25,868 $ 25,938
As of December 31,
2020 2019 2018
(in millions)
Long-lived assets:
United States $ 1,956 $ 1,806 $ 1,481
Other 8,672 8,370 7,539
Total long-lived assets $ 10,628 $ 10,176 $ 9,020
No individual country within Other exceeded 10% of our net revenues or long-lived assets for all periods presented.
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Net revenues by product category, reflecting our current segment structure for all periods presented, were:
For the Year Ended December 31, 2020
Latin
America AMEA Europe North
America Total
(in millions)
Biscuits $ 668 $ 2,039 $ 3,035 $ 7,024 $ 12,766
Chocolate 610 2,025 5,291 253 8,179
Gum & Candy 474 696 612 880 2,662
Beverages 403 544 102 — 1,049
Cheese & Grocery 322 436 1,167 — 1,925
Total net revenues $ 2,477 $ 5,740 $ 10,207 $ 8,157 $ 26,581
For the Year Ended December 31, 2019
Latin
America AMEA Europe North
America Total
(in millions)
Biscuits $ 708 $ 1,844 $ 2,998 $ 5,888 $ 11,438
Chocolate 710 2,082 5,119 247 8,158
Gum & Candy 823 861 698 973 3,355
Beverages 452 546 97 — 1,095
Cheese & Grocery 325 437 1,060 — 1,822
Total net revenues $ 3,018 $ 5,770 $ 9,972 $ 7,108 $ 25,868
For the Year Ended December 31, 2018
Latin
America AMEA Europe North
America Total
(in millions)
Biscuits $ 727 $ 1,724 $ 3,127 $ 5,607 $ 11,185
Chocolate 747 2,080 5,083 267 8,177
Gum & Candy 865 879 736 1,011 3,491
Beverages 533 553 98 — 1,184
Cheese & Grocery 330 493 1,078 — 1,901
Total net revenues $ 3,202 $ 5,729 $ 10,122 $ 6,885 $ 25,938
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Note 19. Quarterly Financial Data (Unaudited)
Our summarized operating results by quarter are detailed below.
2020 Quarters
First (1)
Second Third Fourth
(in millions, except per share data)
Net revenues $ 6,707 $ 5,911 $ 6,665 $ 7,298
Gross profit 2,451 2,331 2,792 2,872
Income tax (provision)/benefit ( 148 ) ( 341 ) ( 391 ) ( 344 )
Gain/(loss) on equity method investment transactions 71 121 345 452
Equity method investment net earnings 121 106 84 110
Net earnings 743 545 1,122 1,159
Noncontrolling interest ( 7 ) ( 1 ) ( 3 ) ( 3 )
Net earnings attributable to Mondelēz International $ 736 $ 544 $ 1,119 $ 1,156
Weighted-average shares for basic EPS 1,434 1,431 1,432 1,429
Plus incremental shares from assumed conversions of
stock options and long-term incentive plan shares 11 8 10 10
Weighted-average shares for diluted EPS 1,445 1,439 1,442 1,439
Per share data:
Basic EPS attributable to Mondelēz International: $ 0.51 $ 0.38 $ 0.78 $ 0.81
Diluted EPS attributable to Mondelēz International: $ 0.51 $ 0.38 $ 0.78 $ 0.80
Dividends declared $ 0.285 $ 0.285 $ 0.315 $ 0.315
2019 Quarters (1)
First Second Third Fourth
(in millions, except per share data)
Net revenues $ 6,538 $ 6,062 $ 6,355 $ 6,913
Gross profit 2,593 2,469 2,516 2,759
Income tax (provision)/benefit (2)
( 189 ) ( 216 ) 633 ( 230 )
Gain/(loss) on equity method investment transactions 23 ( 25 ) — —
Equity method investment net earnings 166 109 114 112
Net earnings 973 804 1,431 736
Noncontrolling interest ( 6 ) ( 1 ) ( 5 ) ( 3 )
Net earnings attributable to Mondelēz International $ 967 $ 803 $ 1,426 $ 733
Weighted-average shares for basic EPS 1,449 1,445 1,445 1,441
Plus incremental shares from assumed conversions of
stock options and long-term incentive plan shares 12 13 13 12
Weighted-average shares for diluted EPS 1,461 1,458 1,458 1,453
Per share data:
Basic EPS attributable to Mondelēz International: $ 0.67 $ 0.56 $ 0.99 $ 0.51
Diluted EPS attributable to Mondelēz International: $ 0.66 $ 0.55 $ 0.98 $ 0.50
Dividends declared $ 0.26 $ 0.26 $ 0.285 $ 0.285
(1) During the second quarter of 2020, we changed to reporting JDE Peet's earnings on a quarter lag basis and we recast all prior periods presented on the same basis. Please see Note 7, Equity Method Investments , for more information.
(2) The third quarter of 2019 was significantly impacted by the $ 769 million net deferred tax benefit related to Swiss tax reform. Refer to Note 16, Income Taxes , for more information.
Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amounts may not equal the total for the year.
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During 2020 and 2019, we recorded the following pre-tax (charges)/benefits in earnings from continuing operations:
2020 Quarters
First Second Third Fourth
(in millions)
Asset impairment and exit costs $ ( 15 ) $ ( 115 ) $ ( 123 ) $ ( 48 )
Impact from pension participation changes ( 3 ) ( 3 ) ( 3 ) ( 2 )
Impact from the resolution of tax matters — — — 48
Loss related to interest rate swaps ( 103 ) — — —
Loss on debt extinguishment — — — ( 185 )
Gain on equity method investment transactions 71 121 345 452
$ ( 50 ) $ 3 $ 219 $ 265
2019 Quarters
First Second Third Fourth
(in millions)
Asset impairment and exit costs $ ( 20 ) $ ( 15 ) $ ( 134 ) $ ( 59 )
Net gain on divestiture — 41 3 —
Impact from pension participation changes — 35 ( 3 ) ( 3 )
Impact from the resolution of tax matters — — — ( 85 )
Loss related to interest rate swaps — — ( 111 ) —
Gain/(loss) on equity method investment transactions 23 ( 25 ) — —
$ 3 $ 36 $ ( 245 ) $ ( 147 )
Items impacting our operating results are discussed in Note 1, Summary of Significant Accounting Policies, Note 2, Acquisitions and Divestitures , Note 6, Goodwill and Intangible Assets , Note 7, Equity Method Investments , Note 8, Restructuring Program, Note 9, Debt and Borrowing Arrangements , Note 10, Financial Instruments, Note 11, Benefit Plans , and Note 14, Commitments and Contingencies – Tax Matters .
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.