Edgar Filing: Mondelez International, Inc.

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



	x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018



	¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-16483

Mondelēz International, Inc.

(Exact name of registrant as specified in its charter)



Virginia		52-2284372
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Three Parkway North, Deerfield, Illinois		60015
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code) (847) 943-4000

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer x				Accelerated filer ¨
Non-accelerated filer ¨				Smaller reporting company ¨
				Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

At October 26, 2018, there were 1,453,835,415 shares of the registrant’s Class A Common Stock outstanding.

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Mondelēz International, Inc.

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		Page No.
PART I -	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Earnings for the Three and Nine Months Ended September 30, 2018 and 2017	1

	Condensed Consolidated Statements of Comprehensive Earnings for the Three and Nine Months Ended September 30, 2018 and 2017	2

	Condensed Consolidated Balance Sheets at September 30, 2018 and December 31, 2017	3

	Condensed Consolidated Statements of Equity for the Year Ended December 31, 2017 and the Nine Months Ended September 30, 2018	4

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	61

Item 4.	Controls and Procedures	62

PART II -	OTHER INFORMATION

Item 1.	Legal Proceedings	63

Item 1A.	Risk Factors	63

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 6.	Exhibits	64

Signature		65

In this report, for all periods presented, “we,” “us,” “our,” “the Company” and “Mondelēz International” refer to Mondelēz International, Inc. and subsidiaries. References to “Common Stock” refer to our Class A Common Stock.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(in millions of U.S. dollars, except per share data)

(Unaudited)



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2018			2017			2018			2017
Net revenues	$	6,288		$	6,530		$	19,165		$	18,930
Cost of sales	3,874			3,981			11,362			11,549
Gross profit	2,414			2,549			7,803			7,381
Selling, general and administrative expenses	1,508			1,338			4,939			4,276
Asset impairment and exit costs	125			182			290			524
Net gain on divestitures	—			(187		)	—			(184		)
Amortization of intangibles	44			45			132			133
Operating income	737			1,171			2,442			2,632
Benefit plan non-service income	(19		)	(10		)	(47		)	(30		)
Interest and other expense, net	86			19			414			262
Earnings before income taxes	670			1,162			2,075			2,400
Provision for income taxes	(310		)	(272		)	(662		)	(510		)
Gain on equity method investment transaction	757			—			757			—
Equity method investment net earnings	80			92			399			249
Net earnings	1,197			982			2,569			2,139
Noncontrolling interest earnings	(3		)	(1		)	(11		)	(6		)
Net earnings attributable to Mondelēz International	$	1,194		$	981		$	2,558		$	2,133
Per share data:
Basic earnings per share attributable to Mondelēz International	$	0.81		$	0.65		$	1.73		$	1.41
Diluted earnings per share attributable to Mondelēz International	$	0.81		$	0.64		$	1.72		$	1.39
Dividends declared	$	0.26		$	0.22		$	0.70		$	0.60

See accompanying notes to the condensed consolidated financial statements.

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Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Earnings

(in millions of U.S. dollars)

(Unaudited)



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2018			2017			2018			2017
Net earnings	$	1,197		$	982		$	2,569		$	2,139
Other comprehensive earnings/(losses), net of tax:
Currency translation adjustment	(193		)	325			(859		)	1,242
Pension and other benefit plans	47			(10		)	209			(42		)
Derivative cash flow hedges	25			(19		)	5			11
Total other comprehensive earnings/(losses)	(121		)	296			(645		)	1,211
Comprehensive earnings/(losses)	1,076			1,278			1,924			3,350
less: Comprehensive earnings/(losses) attributable to noncontrolling interests	—			9			11			30
Comprehensive earnings/(losses) attributable to Mondelēz International	$	1,076		$	1,269		$	1,913		$	3,320

See accompanying notes to the condensed consolidated financial statements.

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Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in millions of U.S. dollars, except share data)

(Unaudited)



	September 30, 2018			December 31, 2017
ASSETS
Cash and cash equivalents	$	1,373		$	761
Trade receivables (net of allowances of $37 at September 30, 2018 and $50 at December 31, 2017)	2,732			2,691
Other receivables (net of allowances of $56 at September 30, 2018 and $98 at December 31, 2017)	845			835
Inventories, net	2,842			2,557
Other current assets	930			676
Total current assets	8,722			7,520
Property, plant and equipment, net	8,403			8,677
Goodwill	20,900			21,085
Intangible assets, net	18,136			18,639
Prepaid pension assets	171			158
Deferred income taxes	236			319
Equity method investments	7,006			6,193
Other assets	344			366
TOTAL ASSETS	$	63,918		$	62,957
LIABILITIES
Short-term borrowings	$	4,811		$	3,517
Current portion of long-term debt	401			1,163
Accounts payable	5,374			5,705
Accrued marketing	1,647			1,728
Accrued employment costs	671			721
Other current liabilities	2,604			2,959
Total current liabilities	15,508			15,793
Long-term debt	14,852			12,972
Deferred income taxes	3,558			3,341
Accrued pension costs	1,306			1,669
Accrued postretirement health care costs	397			419
Other liabilities	2,765			2,689
TOTAL LIABILITIES	38,386			36,883
Commitments and Contingencies (Note 12)
EQUITY
Common Stock, no par value (5,000,000,000 shares authorized and 1,996,537,778 shares issued at September 30, 2018 and December 31, 2017)	—			—
Additional paid-in capital	31,932			31,915
Retained earnings	24,075			22,631
Accumulated other comprehensive losses	(10,642		)	(9,997		)
Treasury stock, at cost (539,452,295 shares at September 30, 2018 and 508,401,694 shares at December 31, 2017)	(19,908		)	(18,555		)
Total Mondelēz International Shareholders’ Equity	25,457			25,994
Noncontrolling interest	75			80
TOTAL EQUITY	25,532			26,074
TOTAL LIABILITIES AND EQUITY	$	63,918		$	62,957

See accompanying notes to the condensed consolidated financial statements.

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Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

(in millions of U.S. dollars, except per share data)

(Unaudited)



	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, 2017	$	—	$	31,847	$	21,125		$	(11,118	)	$	(16,713	)	$	54		$	25,195
Comprehensive earnings/(losses):
Net earnings	—		—		2,828			—			—			14			2,842
Other comprehensive earnings/(losses), net of income taxes	—		—		—			1,121			—			28			1,149
Exercise of stock options and issuance of other stock awards	—		68		(83		)	—			360			—			345
Common Stock repurchased	—		—		—			—			(2,202		)	—			(2,202		)
Cash dividends declared ($0.82 per share)	—		—		(1,239		)	—			—			—			(1,239		)
Dividends paid on noncontrolling interest and other activities	—		—		—			—			—			(16		)	(16		)
Balances at December 31, 2017	$	—	$	31,915	$	22,631		$	(9,997	)	$	(18,555	)	$	80		$	26,074
Comprehensive earnings/(losses):
Net earnings	—		—		2,558			—			—			11			2,569
Other comprehensive earnings/(losses), net of income taxes	—		—		—			(645		)	—			—			(645		)
Exercise of stock options and issuance of other stock awards	—		17		(90		)	—			283			—			210
Common Stock repurchased	—		—		—			—			(1,636		)	—			(1,636		)
Cash dividends declared ($0.70 per share)	—		—		(1,030		)	—			—			—			(1,030		)
Dividends paid on noncontrolling interest and other activities	—		—		6			—			—			(16		)	(10		)
Balances at September 30, 2018	$	—	$	31,932	$	24,075		$	(10,642	)	$	(19,908	)	$	75		$	25,532


*	Noncontrolling interest as of September 30, 2017 was $68 million, as compared to $54 million as of January 1, 2017. The change of $14 million during the nine months ended September 30, 2017 was due to $24 million of other comprehensive earnings, net of taxes, and $6 million of net earnings offset by $(16) million of dividends paid.

See accompanying notes to the condensed consolidated financial statements.

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Mondelēz International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in millions of U.S. dollars)

(Unaudited)



	For the Nine Months Ended September 30,
	2018			2017
CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
Net earnings	$	2,569		$	2,139
Adjustments to reconcile net earnings to operating cash flows:
Depreciation and amortization	613			604
Stock-based compensation expense	92			104
U.S. tax reform transition tax	89			—
Deferred income tax provision	179			77
Asset impairments and accelerated depreciation	120			287
Loss on early extinguishment of debt	140			11
Gain on equity method investment transaction	(757		)	—
Net gain on divestitures	—			(184		)
Equity method investment net earnings	(399		)	(249		)
Distributions from equity method investments	151			143
Other non-cash items, net	344			(238		)
Change in assets and liabilities, net of acquisitions and divestitures:
Receivables, net	(230		)	(387		)
Inventories, net	(431		)	(236		)
Accounts payable	(143		)	(426		)
Other current assets	41			68
Other current liabilities	(320		)	(604		)
Change in pension and postretirement assets and liabilities, net	(173		)	(312		)
Net cash provided by operating activities	1,885			797
CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
Capital expenditures	(810		)	(721		)
Acquisition, net of cash received	(528		)	—
Proceeds from divestiture, net of disbursements	—			516
Proceeds from sale of property, plant and equipment and other	136			77
Net cash used in investing activities	(1,202		)	(128		)
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
Issuances of commercial paper, maturities greater than 90 days	2,433			1,375
Repayments of commercial paper, maturities greater than 90 days	(1,494		)	(1,681		)
Net issuances of other short-term borrowings	403			2,266
Long-term debt proceeds	2,948			350
Long-term debt repaid	(1,821		)	(1,468		)
Repurchase of Common Stock	(1,650		)	(1,786		)
Dividends paid	(980		)	(869		)
Other	154			165
Net cash used in financing activities	(7		)	(1,648		)
Effect of exchange rate changes on cash and cash equivalents	(64		)	82
Cash and cash equivalents:
Increase/(decrease)	612			(897		)
Balance at beginning of period	761			1,741
Balance at end of period	$	1,373		$	844

See accompanying notes to the condensed consolidated financial statements.

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Mondelēz International, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Basis of Presentation

Our interim condensed consolidated financial statements are unaudited. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of our results of operations, financial position and cash flows. Results of operations for any interim period are not necessarily indicative of future or annual results. For a complete set of consolidated financial statements and related notes, refer to our Annual Report on Form 10-K for the year ended December 31, 2017.

Principles of Consolidation:

The condensed consolidated financial statements include Mondelēz International, Inc. as well as our wholly owned and majority owned subsidiaries, except our Venezuelan subsidiaries. As of the close of the 2015 fiscal year, we deconsolidated and fully impaired our investment in our Venezuelan operations. As such, for all periods presented, we have excluded the results of operations, financial position and cash flows of our Venezuelan subsidiaries from our condensed consolidated financial statements. 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 are carried at cost as there is no readily determinable fair value for the equity interests.

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 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 which indicated that Argentina's three-year cumulative inflation rate exceeded 100%, we concluded that Argentina became a highly inflationary economy for accounting purposes. Our Argentinian operations contributed $113 million, or 1.8% of consolidated net revenues in the three months and $380 million, or 2.0% of consolidated net revenues in the nine months ended September 30, 2018. As of July 1, 2018, we began to apply highly inflationary accounting for our Argentinian subsidiaries and changed their functional currency from the Argentinian peso to the U.S. dollar. On July 1, 2018, both monetary and non-monetary assets and liabilities denominated in Argentinian pesos were remeasured into U.S. dollars. As of each subsequent balance sheet date, Argentinian peso denominated monetary assets and liabilities 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 September 30, 2018, our Argentinian operations had $7 million of Argentinian peso denominated net monetary assets. During the three months ended September 30, 2018, we recorded a $13 million remeasurement loss within selling, general and administrative expenses related to the devaluation of the Argentinian peso denominated net monetary assets during the quarter.

Other Countries. Since we sell in approximately 160 countries and have operations in over 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, United Kingdom (Brexit), 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 countries.

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Revenue Recognition:

We predominantly sell food and beverage products across several product categories and in all regions as detailed in Note 16, 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 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.

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 non-recourse 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 $769 million as of September 30, 2018 and $843 million as of December 31, 2017. The incremental cost of factoring receivables under this arrangement was not material for all periods presented. The proceeds from the sales of receivables are included in cash from operating activities in the condensed consolidated statements of cash flows.

New Accounting Pronouncements:

In August 2018, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("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. We are currently assessing the 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 beginning after December 15, 2019, with early adoption permitted. The new standard may impact our disclosures and is not expected to 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. The new standard may impact our disclosures and is not expected to have an impact on our consolidated financial statements.

In June 2018, the FASB issued an ASU that requires entities to record share-based payment transactions for acquiring goods and services from non-employees at fair value as of adoption date. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. This ASU is not expected to have a material impact on our consolidated financial statements.

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In February 2018, the FASB issued an ASU that permits entities to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the 2017 enactment of U.S. tax reform legislation. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently assessing the impact on our consolidated financial statements.

In August 2017, the FASB issued an ASU to better align hedge accounting with an entity’s risk management activities and improve disclosures surrounding hedging. For cash flow and net investment hedges as of the adoption date, the ASU requires a modified retrospective transition approach. Presentation and disclosure requirements related to this ASU are required prospectively. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We early adopted the standard as of January 1, 2018 and there was no material impact to our consolidated financial statements upon adoption. Refer to Note 9, Financial Instruments, for additional information.

In February 2016, the FASB issued an ASU on lease accounting. The ASU revises existing U.S. GAAP and outlines a new model for lessors and lessees to use in accounting for lease contracts. The guidance requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases, with the exception of short-term leases. In the statement of earnings, lessees will classify leases as either operating (resulting in straight-line expense) or financing (resulting in a front-loaded expense pattern). In July 2018, the FASB issued an ASU which allows for an alternative transition approach, which will not require adjustments to comparative prior-period amounts. The ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We plan to adopt the new standard on January 1, 2019. We continue to make progress in our data collection and evaluation of our leasing arrangements, practical expedients, accounting policy elections and implementing our lease accounting system. We completed the initial design of changes to our business processes to meet the new lease accounting and disclosure requirements. At this time, we are unable to reasonably estimate the expected increase in assets and liabilities on our balance sheet for our operating leases.

In January 2016, the FASB issued an ASU that provides updated guidance for the recognition, measurement, presentation and disclosure of financial assets and liabilities. The standard requires that equity investments (other than those accounted for under equity method of accounting or those that result in consolidation of the investee) be measured at fair value, with changes in fair value recognized in net income. The standard also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The ASU is effective for fiscal years beginning after December 15, 2017. We adopted this standard on January 1, 2018 and there was no material impact to our consolidated financial statements upon adoption.

In May 2014, the FASB issued an ASU on revenue recognition from contracts with customers. The ASU outlines a new, single comprehensive model for companies to use in accounting for revenue. The core principle is that an entity should recognize revenue to depict the transfer of control over promised goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for the goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows from customer contracts, including significant judgments made in recognizing revenue. In 2016 and 2017, the FASB issued several ASUs that clarified principal versus agent (gross versus net) revenue presentation considerations, confirmed the accounting for certain prepaid stored-value products and clarified the guidance for identifying performance obligations within a contract, the accounting for licenses and partial sales of nonfinancial assets. The FASB also issued two ASUs providing technical corrections, narrow scope exceptions and practical expedients to clarify and improve the implementation of the new revenue recognition guidance. The revenue guidance is effective for annual reporting periods beginning after December 15, 2017. We adopted the new standard on January 1, 2018 on a full retrospective basis. There was no material financial impact from adopting the new revenue standards in any of the historical periods presented. Also refer to the Revenue Recognition section above and Note 16, Segment Reporting, for disaggregated revenue information.

Reclassifications:

Certain amounts previously reported have been reclassified to conform to current-year presentation. During the third quarter of 2018, in connection with the Keurig Dr Pepper Inc. transaction, we changed our accounting principle to reflect our share of Keurig Green Mountain Inc.’s historical results and Keurig Dr Pepper Inc.'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. Refer to Note 6, Equity Method Investments, for more information. Additionally, on January 1, 2018, we adopted an ASU that changed the presentation of net periodic pension and postretirement costs on the condensed consolidated statements of earnings. As a result of this adoption, we disaggregated the components of our net periodic pension and postretirement benefit costs and move

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d components other than service costs to a new line item, benefit plan non-service income, located below operating income. Prior-period cost of sales, selling, general and administrative expenses and asset impairment and exit costs as well as segment operating income results were updated to reflect the reclassification. All components of net periodic pension and postretirement benefit costs are summarized in Note 10, Benefit Plans.

Note 2. Divestitures and Acquisitions

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 offerings. We paid $528 million, net of cash received, and we expect to finalize the purchase price paid later this year once final working capital adjustments are confirmed. We accounted for the transaction as a business combination. We are working to complete the valuation work and have recorded a preliminary purchase price allocation of $40 million to definite-lived intangible assets, $170 million to indefinite-lived intangible assets, $335 million to goodwill, $16 million to property, plant and equipment, $5 million to inventory, $9 million to accounts receivable, $6 million to current liabilities and $41 million to deferred tax liabilities.

On December 28, 2017, we completed the sale of a confectionery business in Japan. We received cash proceeds of ¥2.8 billion ($24 million as of December 28, 2017) and recorded an immaterial pre-tax loss on the divestiture within our AMEA segment.

On October 2, 2017, we completed the sale of one of our equity method investments and received cash proceeds of $65 million. We recorded a pre-tax gain of $40 million within the gain on equity method investment transactions and $15 million of tax expense.

In connection with the 2012 spin-off of Kraft Foods Group, Inc. ("Kraft Foods Group", now a part of The Kraft Heinz Company (“KHC”)), Kraft Foods Group and we each granted the other various licenses to use certain trademarks in connection with particular product categories in specified jurisdictions. On August 17, 2017, we entered into two agreements with KHC to terminate the licenses of certain KHC-owned brands used in our grocery business within our Europe region and to transfer to KHC inventory and certain other assets. On August 17, 2017, the first transaction closed and we received cash proceeds of €9 million ($11 million as of August 17, 2017) and on October 23, 2017, the second transaction closed and we received cash proceeds of €2 million ($3 million as of October 23, 2017). The gain on both transactions combined was immaterial.

On July 4, 2017, we completed the sale of most of our grocery business in Australia and New Zealand to Bega Cheese Limited for $456 million Australian dollars ($347 million as of July 4, 2017). We recorded a pre-tax gain of $247 million Australian dollars ($187 million as of July 4, 2017) on the sale. In the fourth quarter of 2017, we recorded a final $3 million inventory-related working capital adjustment, increasing the pre-tax gain in 2017 to $190 million. During the first nine months of 2017, we also incurred divestiture-related costs of $2 million and a foreign currency hedge loss of $3 million in connection with this transaction.

On April 28, 2017, we completed the sale of several manufacturing facilities in France and the sale or license of several local confectionery brands. We received cash of approximately €157 million ($169 million as of April 28, 2017), net of cash divested with the businesses. During the three months ended March 31, 2018, we reversed $3 million of accrued expenses no longer required. We also incurred divestiture-related costs of $1 million in the three months and $22 million in the nine months ended September 30, 2017. We recorded a $3 million loss on the sale during the three months ended June 30, 2017. Divestiture-related costs were recorded within cost of sales and selling, general and administrative expenses primarily within our Europe segment.

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Note 3. Inventories

Inventories consisted of the following:



	As of September 30, 2018			As of December 31, 2017
	(in millions)
Raw materials	$	743		$	711
Finished product	2,227			1,975
	2,970			2,686
Inventory reserves	(128		)	(129		)
Inventories, net	$	2,842		$	2,557

Note 4. Property, Plant and Equipment

Property, plant and equipment consisted of the following:



	As of September 30, 2018			As of December 31, 2017
	(in millions)
Land and land improvements	$	431		$	458
Buildings and building improvements	2,984			2,979
Machinery and equipment	10,997			11,195
Construction in progress	919			1,048
	15,331			15,680
Accumulated depreciation	(6,928		)	(7,003		)
Property, plant and equipment, net	$	8,403		$	8,677

For the nine months ended September 30, 2018, capital expenditures of $810 million excluded $249 million of accrued capital expenditures remaining unpaid at September 30, 2018 and included payment for a portion of the $357 million of capital expenditures that were accrued and unpaid at December 31, 2017. For the nine months ended September 30, 2017, capital expenditures of $721 million excluded $220 million of accrued capital expenditures remaining unpaid at September 30, 2017 and included payment for a portion of the $343 million of capital expenditures that were accrued and unpaid at December 31, 2016.

In connection with our restructuring program, we recorded non-cash property, plant and equipment write-downs (including accelerated depreciation and asset impairments) in the condensed consolidated statements of earnings within asset impairment and exit costs and within the segment results as follows (refer to Note 7, Restructuring Program).



	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2018			2017		2018		2017
	(in millions)
Latin America	$	4		$	13	$	18	$	25
AMEA	(4		)	20		4		62
Europe	9			10		15		52
North America	(4		)	3		5		25