8-KRegulation FDExhibits & Filings

Mondelez International, Inc. 8-K Report, Regulation FD Disclosure (Apr 8, 2013)

Filed April 8, 2013For Securities:MDLZ

Summary

This Form 8-K filing from Mondelēz International, Inc. (MDLZ), filed on April 8, 2013, reports on a significant business reorganization following the spin-off of Kraft Foods Group, Inc. in October 2012. Effective January 1, 2013, the company restructured its operations into five new global segments: Latin America, Asia Pacific, EEMEA (Eastern Europe, Middle East & Africa), Europe, and North America. This change aims to better reflect a focus on high-growth developing markets, flatten the organizational structure, and improve decision-making and efficiencies. The filing also provides clarity on how the company will report segment operating income going forward, including a change to include all U.S. pension plan expenses in the North America region's segment operating income. Furthermore, it reiterates and defines key non-GAAP financial measures such as Organic Net Revenue, Adjusted Operating Income, and Operating EPS, which are used to provide investors with a more transparent view of the company's underlying operational performance and trends, excluding certain costs related to the spin-off, restructuring, and integration programs.

Key Highlights

  • 1Mondelēz International implemented a significant reorganization of its business and reporting structure, effective January 1, 2013, following the Kraft Foods Group spin-off.
  • 2The company has transitioned to a new operating structure comprising five global segments: Latin America, Asia Pacific, EEMEA, Europe, and North America.
  • 3This restructuring aims to emphasize high-growth developing markets, streamline operations, and enhance decision-making and efficiency.
  • 4Segment operating income reporting has been updated to include all U.S. pension plan expenses within the North America region.
  • 5The filing reaffirms and defines key non-GAAP financial measures including Organic Net Revenue, Adjusted Operating Income, and Operating EPS.
  • 6These non-GAAP measures are provided to offer investors insights into underlying operational performance, excluding specific costs related to the spin-off, restructuring, and integration.
  • 7Financial Schedules detailing net revenue and segment operating income under both new and former structures, as well as non-GAAP measures for prior periods, are provided as Exhibit 99.1.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce and explain Mondelēz International's business reorganization and new segment reporting structure, effective January 1, 2013, which was a consequence of the Kraft Foods Group spin-off in late 2012. It also clarifies the company's use of non-GAAP financial measures.

Mondelēz International reorganized its operations into five global segments: Latin America, Asia Pacific, EEMEA (Eastern Europe, Middle East & Africa), Europe, and North America. This new structure aims to better reflect the company's focus on developing markets and improve operational efficiency.

The key non-GAAP financial measures are Organic Net Revenue, Adjusted Operating Income, and Operating EPS. These measures are important for investors as they provide a clearer view of the company's underlying operational performance by excluding items such as spin-off costs, restructuring charges, integration program costs, acquisition-related costs, and foreign currency fluctuations. This allows for better comparison of historical results and identification of operational trends.

Yes, the company will begin reporting its results under the new segment structure starting in the first quarter of 2013. Additionally, the definition of segment operating income for the North America region has been updated to include all U.S. pension plan expenses, which were previously managed centrally.