Item 7.01. Regulation FD Disclosure.
Mondel?zInternational, Inc. and subsidiaries (collectively, "we," "our" or "Mondel?z International") are furnishing this current report to provide supplemental non-GAAP financial information related to the retrospective impact of our sale of approximately 11.1 million JDE Peet's N.V. ("JDE Peet's") ordinary shares onMay 29,2020 . As a result of this sale, our equity interest in JDE Peet's decreased by 3.6% from 26.5% to 22.9%. Due to our reporting of JDE Peet's results on a one-quarter lag basis, the impact of the sale of these shares will affect our non-GAAP financial results beginning with the third quarter endedSeptember 30, 2020 . Consistent with our definitions of our non-GAAP financial measures, we will reflect this partial sale of our equity method investment in JDE Peet's as a divestiture, resulting in the recasting of our non-GAAP financial results for the first half of 2020, all quarters of 2020, 2019 and 2018 and for the years endedDecember 31, 2019 and 2018.
Change to our Historical Non-GAAP Financial Results in Connection with our Participation in JDE Peet's Offering
As previously disclosed in our Quarterly Report on Form 10-Q for the quarter endedJune 30, 2020 , we exchanged our 26.4% ownership interest in Jacobs Douwe Egberts ("JDE") for a 26.5% equity interest in JDE Peet's in connection with the JDE Peet's offering of its ordinary shares during the second quarter of 2020. OnMay 29, 2020 , we participated in the JDE Peet's offering and, with the subsequent exercise of the over-allotment option, we sold a total of approximately 11.1 million shares, retaining a 22.9% ownership interest in JDE Peet's. We received €350 million ($394 million ) of total proceeds from the sales of JDE Peet's shares and we recorded a pre-tax gain of$121 million during the second quarter. We also incurred a$261 million tax expense that is payable in 2020 and 2021. Consistent with our accounting for our equity method investment in Keurig Dr Pepper Inc., in connection with JDE Peet's becoming a public company, we changed our accounting principle to reflect our share of 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. 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 JDE Peet's ongoing results once JDE Peet's has publicly reported its results. This change was applied retrospectively to all periods presented. Refer to Note 6, Equity Method Investments, and Note 14, Income Taxes, in our Quarterly Report on Form 10-Q for the quarter endedJune 30, 2020 , for additional information. We consider the 3.6% ownership reduction a partial sale of our equity method investment in JDE Peet's. Consistent with our definitions of our non-GAAP financial measures, we consider this sale to be a divestiture. Therefore, we will remove the equity method investment net earnings results related to this partial sale of our equity method investment in JDE Peet's from our non-GAAP financial results for Adjusted EPS for all historical periods presented. OurU.S. GAAP results, which include our historical equity method investment net earnings from JDE Peet's, will not change from what was previously reported.
Recast Amounts Reflecting Changes in Historical Non-GAAP Results
The change to our non-GAAP financial results for Adjusted EPS described above does not affect our previously reported consolidated financial results nor does it affect our non-GAAP financial results for Organic Net Revenue, Adjusted Gross Profit or Adjusted Operating Income, for any period. This supplemental disclosure does not amend any disclosure contained in any of our priorSEC filings. See the chart below and Exhibit 99.1 for the unaudited GAAP and recast non-GAAP financial information for the first half of 2020, all quarters of 2020, 2019 and 2018 and for the years endedDecember 31, 2019 and 2018. Mondel?z International, Inc. and Subsidiaries Recast Amounts Reflecting Change Due to Reduction in Ownership (in millions of U.S. dollars, except per share data) (Unaudited) 2018 2019 2020 2018 2019 2020 FY FY H1 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Reported (GAAP) Equity method investment net earnings$ 484 $ 501 $ 227 $ 229
2 489 337 15 310 111 189 216 (633 ) 230 148 341 Net earnings attributable to Mondel?z International 3,317 3,929 1,280 1,043 319 1,198 757 967 803 1,426 733 736 544 Diluted earnings per share attributable to Mondel?z International$ 2.23 $ 2.69 $ 0.89 $ 0.69 $ 0.21 $ 0.81 $ 0.51 $ 0.66 $ 0.55 $ 0.98 $ 0.50 $ 0.51 $ 0.38 Adjusted (Non-GAAP) - As Recast Equity method investment net earnings$ 413 $ 516 $ 252 $ 121
207 182 246 203 220 174 281 203 130 Net earnings attributable to Mondel?z International 3,516 3,615 1,860 937 816 906 857 986 815 928 886 964 896 Diluted earnings per share attributable to Mondel?z International$ 2.37 $ 2.48 $ 1.29 $ 0.62
--------------------------------------------------------------------------------
Financial Schedules
Exhibit 99.1 to this Form 8-K contains financial schedules that provide the reconciliations for our recast non-GAAP financial results for Adjusted EPS due to the partial sale of our equity method investment in JDE Peet's for the first half of 2020, all quarters of 2020, 2019 and 2018 and for the years endedDecember 31, 2019 and 2018.
• Schedule 1 provides reconciliations of the differences between the recast
Adjusted (non-GAAP) financial measures and their most directly comparable
reported (GAAP) financial measures. Equity method investment net earnings and
Provision for income taxes are components used to calculate net earnings and
diluted earnings per share attributable to Mondel?z International. • Schedule 2 provides reconciliations between the reported diluted EPS attributable to Mondel?z International (GAAP) and the recast Adjusted EPS (non-GAAP). Non-GAAP Financial Measures We use non-GAAP financial information and believe it is useful to investors as it provides additional information to facilitate comparisons of historical operating results and identify trends in our underlying operating results, and it provides additional insight and transparency on how we evaluate our business. For additional information regarding our non-GAAP financial measures, see Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are being furnished with this Current Report on Form 8-K. 99.1 Financial schedules - Unaudited GAAP and Non-GAAP Financial Information. 99.2 Non-GAAP Financial Measures - Additional Information.
104 The cover page from Mondel?z
8-K, formatted in Inline XBRL (included as Exhibit 101).
--------------------------------------------------------------------------------
© Edgar Online, source