MDLZMondelez International

We note you exclude restructuring costs in your calculations of non-GAAP financial measures. Please explain to us why these are not normal, recurring, cash operating expenses necessary to operate your business. See Question 100.01 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

We exclude the costs of our 2014-2018 Restructuring Program as the program is not normal or recurring. The $3.5 billion program is comprised of approximately $2.5 billion in cash costs and $1.0 billion in non-cash costs and up to $2.2 billion in capital expenditures. The main objective of the program is to reduce our operating cost structure in both our supply chain and overhead costs through:

• the transformation of our portfolio of legacy manufacturing facilities into a modernized multi-product manufacturing supply chain infrastructure, which will entail streamlining and/or divesting over

Rest of the answer

65% of our plants across the globe and installing approximately 30 new, advanced production lines;

moving from country-based operations to regional operating businesses; and the implementation of shared services across our global operations to drive transactional efficiencies.

As indicated by the filing of our Current Report on Form 8-K dated May 7, 2014, this program was approved by the Board of Directors and commits the Company to this plan. The Restructuring Program is a global-scale initiative that we do not expect to recur once we have made the resulting changes to our business.

Brad Skinner

We monitor the Restructuring Program to ensure compliance with the objectives of the program. Any restructuring activity not aligned with the program goals is expensed and not subject to adjustment in our presentation of non-GAAP earnings measures. In keeping with the updated Non-GAAP Compliance and Disclosure Interpretations, we present GAAP financial measures prominently and supplement that information with certain non-GAAP financial measures that management uses in making decisions regarding the business and that provide useful information to investors and the finance community, which allows them to compare our performance across periods and against our peers. We benchmarked our non-GAAP measures against the measures presented by the U.S. companies in our performance peer group, as referenced in our filings with the Commission, and our treatment of costs associated with the 2014-2018 Restructuring Program is consistent with these peers, as they also exclude major restructuring programs from their non-GAAP financial measures.

In order to clarify how we adjust our non-GAAP financial measures to reflect the costs of the Restructuring Program, in future earnings releases and filings, we intend to include a footnote to our “Definitions of the Company’s Non-GAAP Financial Measures” section stating as follows, with conforming changes throughout as appropriate:

Non-GAAP adjustments related to the 2014-2018 Restructuring Program reflect costs incurred that relate to the objectives of the company’s program to transform its supply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in the non-GAAP adjustments.

Read in the reply ↗

We note that you adjust your non-GAAP measure “Adjusted EPS” for your proportionate share of unusual or infrequent items recorded by your equity investees. Please explain to us why this treatment of equity method investment earnings is not an individually tailored measurement method substituted for the one in GAAP.

Rest of the question

See Question 100.04 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

We record and report “equity method investment net earnings” as prescribed by U.S. GAAP and without adjustment in our financial statements. In our presentation of “Adjusted EPS”, we seek to reflect the results of our equity method investees in a manner consistent with how we present non-GAAP results for the Company as a whole by recognizing our share of unusual or infrequent items recorded by our equity method investees.

Rest of the answer

These one-time costs also include the integration costs for:

The transactions completed on July 2, 2015 in which we combined our wholly owned coffee businesses with those of D.E Master Blenders 1753 B.V. to create a new company, Jacobs Douwe Egberts (“JDE”) in which we currently hold a 26.4% equity interest and;

The transaction completed on March 7, 2016 in which we exchanged a portion of our equity in JDE for a 24.2% equity interest in Keurig Green Mountain Inc.

We review the non-GAAP adjustments with our investees each quarter to evaluate whether the adjustments are appropriate and consistent with industry practices. We adjust for the non-GAAP items of the investees in order to provide investors with a comparable view of our performance across periods. Prior to entering into these investments, we benchmarked equity method investee non-GAAP reporting against that of similarly situated companies with material equity method investments. Our review confirmed that others reflected their share of the equity method investee non-GAAP adjustments in their non-GAAP presentation.

In order to clarify the purpose and effect of these adjustments, in future earnings releases and filings, we intend to revise our description of “Adjusted EPS” in relevant part as follows, with conforming changes throughout as appropriate:

“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz International from continuing operations excluding…

Similarly, within Adjusted EPSIn addition, the company’s has adjusted its equity method investment net earnings for exclude its proportionate share of its investees’ unusual or infrequent items, such as acquisition and divestiture-related costs and restructuring program costs, recorded by the company’s JDE and Keurig Green Mountain Inc. (“Keurig”) equity method investees. The company believes that Adjusted EPS provides improved comparability of underlying operating results…

Read in the reply ↗

We note your response to prior comment two that includes your proposed disclosure related to your non-GAAP measure that excludes the proportionate share of your equity method investees’ unusual or infrequent items in order to provide improved comparability of underlying operating results.

Rest of the question

Please revise your disclosure to include a discussion of the limitations associated with the use of this non-GAAP measure as compared to the use of the most directly comparable GAAP measure. For example, your disclosure should explain that you do not control, nor do you have any legal claim, to the revenues and expenses related to your equity method investees and that excluding these expenses may imply that you have control over the operations and resulting revenue and expenses.

We revised the disclosure in our earnings release for the quarter ended September 30, 2016 as we committed to do in our response to prior comment two. To address the limitations associated with the use of this non-GAAP measure as compared to the use of the most directly comparable GAAP measure, in future earnings releases and filings, we intend to include the additional footnote shown below:

Brad Skinner

Page

“Adjusted EPS” is defined as diluted EPS attributable to Mondelēz

International from continuing operations excluding … Similarly, within Adjusted EPS, the company’s equity method

Rest of the answer

investment net earnings exclude its proportionate share of its investees’ unusual or infrequent items (1), such as acquisition and divestiture-related costs and restructuring program costs...

(1)

We have excluded our proportionate share of our equity method investees’ unusual or infrequent items in order to provide investors with a comparable view of our performance across periods. Although we have shareholder rights and board representation commensurate with our ownership interests in our equity method investees and review the underlying operating results and unusual or infrequent items with them each reporting period, we do not have direct control over their operations or resulting revenue and expenses. Our use of equity method investment net earnings on an adjusted basis is not intended to imply that we have any such control. Our GAAP “diluted EPS attributable to Mondelēz

International from continuing operations” includes all of the investees’ unusual and infrequent items.

Read in the reply ↗

The bullet points highlighted at the beginning of the press release provided under Exhibit 99.1 include presentations of organic net revenue, adjusted operating income and adjusted EPS, each of which is a non-GAAP measure. However, this section of the press release does include presentations of corresponding amounts as determined under GAAP.

Rest of the question

Explain to us why you believe this complies with Item 10(e)(1)(i)(A) of Regulation S-K, which requires a presentation, with equal or greater prominence, of the most directly comparable financial measure or measures calculated and presented in accordance with GAAP.

We acknowledge the staff’s comment regarding the presentation of non-GAAP financial measures in the Form

8-K. For the reasons explained below, we believe that our earnings release satisfies the applicable requirements. However, in light of the staff’s comments, in future filings we will include in the bullet points at the beginning of the press release the corresponding amounts as determined under GAAP.

Each use of non-GAAP financial information in the bullets at the beginning of the press release is clearly noted and appears together on the same page of the press release as the comparable

Rest of the answer

GAAP numbers. We also present the GAAP numbers in the chart on page 2 of the press release in a form that permits the reader to easily compare the GAAP and non-GAAP numbers. The footnotes to the non-GAAP numbers in the bullet points direct the reader to the definitions of the non-GAAP terms and the reconciliations of the non-GAAP numbers to the comparable GAAP numbers. In addition, each non-GAAP term in the bullet points contains either the word “organic” or “adjusted” to indicate to the reader that it represents a non-GAAP number.

Page

Overall, we believe that this presentation provides information about our financial results in the form that our investors expect and find most useful, while fulfilling the requirement to present GAAP numbers with equal prominence.

As requested by the staff, we hereby acknowledge that

• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Read in the reply ↗