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 participation in a secondary offering of Keurig Dr Pepper Inc. ("KDP") shares onNovember 17, 2020 . We sold approximately 40.0 million shares, which reduced our ownership interest by 2.8% to 8.4% of the total outstanding shares. Due to our reporting of KDP's results on a one-quarter lag basis, the impact of the sale of these shares will affect our non-GAAP financial results beginning with our first quarter endedMarch 31, 2021 . Consistent with our definitions of our non-GAAP financial measures, we will reflect this partial sale of our equity method investment in KDP as a divestiture, resulting in the recasting of our non-GAAP financial results for all quarters of 2020, 2019 and 2018 and for the years endedDecember 31, 2020 , 2019 and 2018.
Change to our Historical Non-GAAP Financial Results in Connection with our Sales of KDP shares
As previously disclosed in our Annual Report on Form 10-K for the year endedDecember 31, 2020 , we participated in a secondary offering of KDP shares onNovember 17, 2020 . We sold approximately 40.0 million shares, which reduced our ownership interest by 2.8% to 8.4% of the total outstanding shares. We received$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 consider the 2.8% ownership reduction, resulting from this sale of shares, a partial sale of our equity method investment in KDP. Consistent with our definitions of our non-GAAP financial measures, we consider this sale to be a divestiture. Due to our reporting of KDP's results on a one-quarter lag basis, the impact of the sale of these shares will affect our non-GAAP financial results beginning with the first quarter endedMarch 31, 2021 . Therefore, we will remove the equity method investment net earnings results related to this partial sale of our equity method investment in KDP from our non-GAAP financial results for Adjusted EPS for all historical periods presented. OurU.S. GAAP results, which include our historical equity method investment net earnings from KDP, will not change from what was previously reported.
Recast Amounts Reflecting Changes in Historical Non-GAAP Results
The change to our non-GAAP financial results for Adjusted EPS described above does not affect our 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 all quarters of 2020, 2019 and 2018 and for the years endedDecember 31, 2020 , 2019 and 2018. Mondel?z International, Inc. and Subsidiaries Recast Amounts Reflecting Change Due to Divestiture (in millions of U.S. dollars, except per share data) (Unaudited) 2018 2019 2020 2018 2019 2020 FY FY FY Q1 Q2 Q3 Q4 Q1 Q2 Q3
Q4 Q1 Q2 Q3 Q4
Reported (GAAP)
Equity method investment net earnings
773 2 1,224
337 15 310 111 189 216 (633 ) 230 148 341 391 344 Net earnings attributable to Mondel?z International
3,317 3,929 3,555
1,043 319 1,198 757 967 803 1,426 733 736 544 1,119 1,156 Diluted EPS attributable to Mondel?z International
$ 2.23 $ 2.69 $ 2.47
$ 108 $ 81 $ 77 $ 98 $ 149 $ 96 $ 98 $ 100 $ 99 $ 113 $ 104 $ 112 Provision for income taxes 848 860 928
221 205 179 243 199 215 169 277 198 126 315 289 Net earnings attributable to Mondel?z International
3,478 3,560 3,688 927 809 899 843 971 804 914 871 948 881 900 959 Diluted EPS attributable to Mondel?z International$ 2.34 $ 2.44 $ 2.56 $ 0.62 $ 0.54 $ 0.61 $ 0.57 $ 0.66 $ 0.55 $ 0.63 $ 0.60 $ 0.66 $ 0.61 $ 0.62 $ 0.67 2
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Financial Schedules
Exhibit 99.1 to this Form 8-K contains financial schedules that provide the reconciliations for our recast non-GAAP financial results for Adjusted EPS due to the partial sale of our equity method investment in KDP for all quarters of 2020, 2019 and 2018 and for the years endedDecember 31, 2020 , 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?zInternational, Inc.'s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). 3
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